Exhibit
4.7


 




 





WILLIAMS
SCOTSMAN, INC.,



as Issuer,



WILLIAMS SCOTSMAN INTERNATIONAL, INC.,

EVERGREEN MOBILE COMPANY, SPACE MASTER INTERNATIONAL, INC.,

TRUCK & TRAILER SALES, INC. AND WILLIAMS SCOTSMAN OF CANADA, INC.,



as Guarantors,



WILLSCOT EQUIPMENT, LLC,



as Subordinated Guarantor



and



THE BANK OF NEW YORK,



as Trustee


 










 


INDENTURE


 










 


Dated as of September 29,
2005


 










 


81⁄2% Senior Notes due 2015




 





 





















 


CROSS-REFERENCE
TABLE


 


	
  TIA

  Section

  	
   

  	
  Indenture

  Section

  
	
   

  	
   

  	
   

  
	
  310

  	
  (a)(1)

  	
  7.10

  
	
   

  	
  (a)(2)

  	
  7.10

  
	
   

  	
  (a)(3)

  	
  N.A.

  
	
   

  	
  (a)(4)

  	
  N.A.

  
	
   

  	
  (a)(5)

  	
  7.10

  
	
   

  	
  (b)

  	
  7.08; 7.10; 10.02

  
	
   

  	
  (c)

  	
  N.A.

  
	
  311

  	
  (a)

  	
  7.11

  
	
   

  	
  (b)

  	
  7.11

  
	
   

  	
  (c)

  	
  N.A.

  
	
  312

  	
  (a)

  	
  2.05

  
	
   

  	
  (b)

  	
  10.03

  
	
   

  	
  (c)

  	
  10.03

  
	
  313

  	
  (a)

  	
  7.06

  
	
   

  	
  (b)(1)

  	
  N.A.

  
	
   

  	
  (b)(2)

  	
  7.06

  
	
   

  	
  (c)

  	
  7.06; 10.02

  
	
   

  	
  (d)

  	
  7.06

  
	
  314

  	
  (a)

  	
  4.06; 4.08; 10.02

  
	
   

  	
  (b)

  	
  N.A.

  
	
   

  	
  (c)(1)

  	
  10.04

  
	
   

  	
  (c)(2)

  	
  10.04

  
	
   

  	
  (c)(3)

  	
  N.A.

  
	
   

  	
  (d)

  	
  N.A.

  
	
   

  	
  (e)

  	
  10.05

  
	
   

  	
  (f)

  	
  N.A.

  
	
  315

  	
  (a)

  	
  7.01(b)

  
	
   

  	
  (b)

  	
  7.05; 10.02

  
	
   

  	
  (c)

  	
  7.01(a)

  
	
   

  	
  (d)

  	
  7.01(c)

  
	
   

  	
  (e)

  	
  6.11

  
	
  316

  	
  (a)(last sentence)

  	
  2.09

  
	
   

  	
  (a)(1)(A)

  	
  6.05

  
	
   

  	
  (a)(1)(B)

  	
  6.04

  
	
   

  	
  (a)(2)

  	
  N.A.

  
	
   

  	
  (b)

  	
  6.07

  
	
   

  	
  (c)

  	
  9.04

  
	
  317

  	
  (a)(1)

  	
  6.08

  
	
   

  	
  (a)(2)

  	
  6.09

  
	
   

  	
  (b)

  	
  2.04

  
	
  318

  	
  (a)

  	
  10.01

  
	
   

  	
  (c)

  	
  10.01

  
				



 










N.A.
means Not Applicable


Note:  This
Cross-Reference Table shall not, for any purpose, be deemed to be a part of the
Indenture.


 





















 


TABLE OF
CONTENTS


 


	
  ARTICLE I

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS AND INCORPORATION BY REFERENCE

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
  Definitions

  	
   

  
	
  SECTION 1.02.

  	
  Incorporation by Reference of TIA

  	
   

  
	
  SECTION 1.03.

  	
  Rules of Construction

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  	
   

  
	
  THE
  NOTES

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
  Form and Dating

  	
   

  
	
  SECTION 2.02.

  	
  Execution and Authentication; Aggregate
  Principal Amount

  	
   

  
	
  SECTION 2.03.

  	
  Registrar and Paying Agent

  	
   

  
	
  SECTION 2.04.

  	
  Paying Agent To Hold Assets in Trust

  	
   

  
	
  SECTION 2.05.

  	
  Holder Lists

  	
   

  
	
  SECTION 2.06.

  	
  Transfer and Exchange

  	
   

  
	
  SECTION 2.07.

  	
  Replacement Notes

  	
   

  
	
  SECTION 2.08.

  	
  Outstanding Notes

  	
   

  
	
  SECTION 2.09.

  	
  Treasury Notes

  	
   

  
	
  SECTION 2.10.

  	
  Temporary Notes

  	
   

  
	
  SECTION 2.11.

  	
  Cancellation

  	
   

  
	
  SECTION 2.12.

  	
  Defaulted Interest

  	
   

  
	
  SECTION 2.13.

  	
  CUSIP Number

  	
   

  
	
  SECTION 2.14.

  	
  Deposit of Monies

  	
   

  
	
  SECTION 2.15.

  	
  Restrictive Legends

  	
   

  
	
  SECTION 2.16.

  	
  Book-Entry Provisions for Global Note

  	
   

  
	
  SECTION 2.17.

  	
  Special Transfer Provisions

  	
   

  
	
  SECTION 2.18.

  	
  Liquidated Damages Under Registration
  Rights Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  	
   

  	
   

  
	
  REDEMPTION

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
  Notices to Trustee

  	
   

  
	
  SECTION 3.02.

  	
  Selection of Notes To Be Redeemed

  	
   

  
	
  SECTION 3.03.

  	
  Optional Redemption

  	
   

  
	
  SECTION 3.04.

  	
  Notice of Redemption

  	
   

  
	
  SECTION 3.05.

  	
  Effect of Notice of Redemption

  	
   

  
	
  SECTION 3.06.

  	
  Deposit of Redemption Price

  	
   

  
	
  SECTION 3.07.

  	
  Notes Redeemed in Part

  	
   

  



 


i





















 


	
  ARTICLE IV

  
	
   

  	
   

  	
   

  
	
  COVENANTS

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
  Payment of Notes

  	
   

  
	
  SECTION 4.02.

  	
  Maintenance of Office or Agency

  	
   

  
	
  SECTION 4.03.

  	
  Corporate Existence

  	
   

  
	
  SECTION 4.04.

  	
  Compliance Certificate; Notice of Default

  	
   

  
	
  SECTION 4.05.

  	
  SEC Reports

  	
   

  
	
  SECTION 4.06.

  	
  Waiver of Stay, Extension or Usury Laws

  	
   

  
	
  SECTION 4.07.

  	
  Limitation on Restricted Payments

  	
   

  
	
  SECTION 4.08.

  	
  Limitation on Affiliate Transactions

  	
   

  
	
  SECTION 4.09.

  	
  Limitation on Indebtedness

  	
   

  
	
  SECTION 4.10.

  	
  Limitation on Restrictions on Distributions
  from Restricted Subsidiaries

  	
   

  
	
  SECTION 4.11.

  	
  Change of Control

  	
   

  
	
  SECTION 4.12.

  	
  Limitation on Sale of Assets and Subsidiary
  Stock

  	
   

  
	
  SECTION 4.13.

  	
  Limitation on Sale or Issuance of Capital
  Stock of Restricted Subsidiaries

  	
   

  
	
  SECTION 4.14.

  	
  Limitation on Liens

  	
   

  
	
  SECTION 4.15.

  	
  Additional Guarantees

  	
   

  
	
  SECTION 4.16.

  	
  Activities of the Issuer and Its Restricted
  Subsidiaries

  	
   

  
	
  SECTION 4.17.

  	
  Activities of Subordinated Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  	
   

  	
   

  
	
  SUCCESSOR CORPORATION

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01.

  	
  Merger and Consolidation

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  	
   

  	
   

  
	
  REMEDIES

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01.

  	
  Events of Default

  	
   

  
	
  SECTION 6.02.

  	
  Acceleration

  	
   

  
	
  SECTION 6.03.

  	
  Other Remedies

  	
   

  
	
  SECTION 6.04.

  	
  Waiver of Past Defaults

  	
   

  
	
  SECTION 6.05.

  	
  Control by Majority

  	
   

  
	
  SECTION 6.06.

  	
  Limitation on Suits

  	
   

  
	
  SECTION 6.07.

  	
  Rights of Holders to Receive Payment

  	
   

  
	
  SECTION 6.08.

  	
  Collection Suit by Trustee

  	
   

  
	
  SECTION 6.09.

  	
  Proofs of Claim

  	
   

  
	
  SECTION 6.10.

  	
  Priorities

  	
   

  
	
  SECTION 6.11.

  	
  Undertaking for Costs

  	
   

  



 


ii





















 


	
  ARTICLE VII

  
	
   

  	
   

  	
   

  
	
  TRUSTEE

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01.

  	
  Duties of Trustee

  	
   

  
	
  SECTION 7.02.

  	
  Rights of Trustee

  	
   

  
	
  SECTION 7.03.

  	
  Individual Rights of Trustee

  	
   

  
	
  SECTION 7.04.

  	
  Trustee’s Disclaimer

  	
   

  
	
  SECTION 7.05.

  	
  Notice of Default

  	
   

  
	
  SECTION 7.06.

  	
  Reports by Trustee to Holders

  	
   

  
	
  SECTION 7.07.

  	
  Compensation and Indemnity

  	
   

  
	
  SECTION 7.08.

  	
  Replacement of Trustee

  	
   

  
	
  SECTION 7.09.

  	
  Successor Trustee by Merger, etc.

  	
   

  
	
  SECTION 7.10.

  	
  Eligibility; Disqualification

  	
   

  
	
  SECTION 7.11.

  	
  Preferential Collection of Claims Against
  Issuer

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
   

  	
   

  	
   

  
	
  DISCHARGE OF INDENTURE; DEFEASANCE

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01.

  	
  Termination of Issuer’s Obligations

  	
   

  
	
  SECTION 8.02.

  	
  Application of Trust Money

  	
   

  
	
  SECTION 8.03.

  	
  Repayment to the Issuer

  	
   

  
	
  SECTION 8.04.

  	
  Reinstatement

  	
   

  
	
  SECTION 8.05.

  	
  Acknowledgment of Discharge by Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
   

  	
   

  	
   

  
	
  AMENDMENTS AND WAIVERS

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01.

  	
  Without Consent of Holders

  	
   

  
	
  SECTION 9.02.

  	
  With Consent of Holders

  	
   

  
	
  SECTION 9.03.

  	
  Compliance with Trust Indenture Act

  	
   

  
	
  SECTION 9.04.

  	
  Revocation and Effect of Consents and
  Waivers

  	
   

  
	
  SECTION 9.05.

  	
  Notation on or Exchange of Notes

  	
   

  
	
  SECTION 9.06.

  	
  Trustee To Sign Amendments

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01.

  	
  TIA Controls

  	
   

  
	
  SECTION 10.02.

  	
  Notices

  	
   

  
	
  SECTION 10.03.

  	
  Communications by Holders with Other
  Holders

  	
   

  
	
  SECTION 10.04.

  	
  Certificate and Opinion as to Conditions
  Precedent

  	
   

  
	
  SECTION 10.05.

  	
  Statements Required in Certificate or
  Opinion

  	
   

  
	
  SECTION 10.06.

  	
  Rules by Trustee, Paying Agent,
  Registrar

  	
   

  



 


iii





















 


	
  SECTION 10.07.

  	
  Legal Holidays

  	
   

  
	
  SECTION 10.08.

  	
  GOVERNING LAW

  	
   

  
	
  SECTION 10.09.

  	
  No Adverse Interpretation of Other
  Agreements

  	
   

  
	
  SECTION 10.10.

  	
  No Personal Liability

  	
   

  
	
  SECTION 10.11.

  	
  Successors

  	
   

  
	
  SECTION 10.12.

  	
  Duplicate Originals

  	
   

  
	
  SECTION 10.13.

  	
  Severability

  	
   

  
	
  SECTION 10.14.

  	
  Independence of Covenants

  	
   

  
	
  SECTION 10.15.

  	
  Agent for Service; Submission to
  Jurisdiction; Waiver of Immunities

  	
   

  
	
  SECTION 10.16.

  	
  Judgment Currency

  	
   

  
	
  SECTION 10.17.

  	
  Force Majeure

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  
	
   

  	
   

  	
   

  
	
  GUARANTEE OF NOTES

  
	
   

  	
   

  	
   

  
	
  SECTION 11.01.

  	
  Unconditional Guarantee

  	
   

  
	
  SECTION 11.02.

  	
  Unconditional Guarantee of the Subordinated
  Guarantor; Waiver of Substantive Consolidation by Noteholders; etc.

  	
   

  
	
  SECTION 11.03.

  	
  Limitations on Guarantees

  	
   

  
	
  SECTION 11.04.

  	
  Execution and Delivery of Guarantee

  	
   

  
	
  SECTION 11.05.

  	
  Release of a Guarantor or the Subordinated
  Guarantor

  	
   

  
	
  SECTION 11.06.

  	
  Waiver of Subrogation

  	
   

  
	
  SECTION 11.07.

  	
  Immediate Payment

  	
   

  
	
  SECTION 11.08.

  	
  No Set-Off

  	
   

  
	
  SECTION 11.09.

  	
  Obligations Continuing

  	
   

  
	
  SECTION 11.10.

  	
  Obligations Reinstated

  	
   

  
	
  SECTION 11.11.

  	
  Obligations Not Affected

  	
   

  
	
  SECTION 11.12.

  	
  Waiver

  	
   

  
	
  SECTION 11.13.

  	
  No Obligation To Take Action Against the
  Issuer

  	
   

  
	
  SECTION 11.14.

  	
  Dealing with the Issuer and Others

  	
   

  
	
  SECTION 11.15.

  	
  Default and Enforcement

  	
   

  
	
  SECTION 11.16.

  	
  Amendment, Etc.

  	
   

  
	
  SECTION 11.17.

  	
  Acknowledgment

  	
   

  
	
  SECTION 11.18.

  	
  No Waiver; Cumulative Remedies

  	
   

  
	
  SECTION 11.19.

  	
  Survival of Obligations

  	
   

  
	
  SECTION 11.20.

  	
  Guarantee in Addition to Other Obligations

  	
   

  
	
  SECTION 11.21.

  	
  Severability

  	
   

  
	
  SECTION 11.22.

  	
  Successors and Assigns

  	
   

  
	
  SECTION 11.23.

  	
  No Personal Liability

  	
   

  



 


	
  Exhibit A

  	
  -

  	
  Form of Initial Note

  	
   

  
	
  Exhibit B

  	
  -

  	
  Form of Exchange Note

  	
   

  
	
  Exhibit C

  	
  -

  	
  Form of Certificate To Be Delivered
  in Connection with Transfers to Non-QIB Accredited Investors

  	
   

  



 


iv





















 


	
  Exhibit D

  	
  -

  	
  Form of Certificate To Be Delivered
  in Connection with Transfers Pursuant to Regulation S

  	
   

  
	
  Exhibit E

  	
  -

  	
  Form of Guarantee

  	
   

  
	
  Exhibit F

  	
  -

  	
  Form of Subordinated Guarantee

  	
   

  



 


Note:  This Table of Contents
shall not, for any purpose, be deemed to be part of the Indenture.


 


v





















 


INDENTURE,
dated as of September 29, 2005, among WILLIAMS SCOTSMAN, INC., a Maryland
corporation (the “Issuer”), WILLIAMS SCOTSMAN
INTERNATIONAL, INC., a Delaware corporation, EVERGREEN MOBILE COMPANY, a Washington corporation, SPACE MASTER
INTERNATIONAL, INC., a Georgia corporation, TRUCK & TRAILER SALES,
INC., a Missouri corporation, and WILLIAMS SCOTSMAN OF CANADA, INC., a Canadian
corporation, as Guarantors (as defined herein), WILLSCOT EQUIPMENT, LLC,
a Delaware limited liability company (“Willscot”), as
Subordinated Guarantor (as defined herein) and THE BANK OF NEW YORK, a New York
banking corporation, as Trustee (the “Trustee”).


 


Each party
hereto agrees as follows for the benefit of the other parties and for the equal
and ratable benefit of the Holders of the Notes.


 


ARTICLE I


 


DEFINITIONS
AND INCORPORATION BY REFERENCE


 


SECTION 1.01.                                        Definitions.


 


“Additional Assets” means (i) any property or assets
(other than Indebtedness and Capital Stock) in a Permitted Business; (ii) Indebtedness
of a Person engaged in a Permitted Business if such Indebtedness is acquired in
connection with the acquisition of the Permitted Business (other than Indebtedness
Incurred to provide all or a portion of the funds or credit support utilized to
consummate the acquisition); (iii) the Capital Stock of a Person that
becomes a Restricted Subsidiary as a result of the acquisition of such Capital
Stock by the Issuer or another Restricted Subsidiary or is merged or
consolidated with or into the Issuer or any Restricted Subsidiary; or (iv) Capital
Stock constituting a minority interest in any Person that at such time is a
Restricted Subsidiary; provided, however, that any such Restricted
Subsidiary or other Person described in clauses (iii) or (iv) above
is primarily engaged in a Permitted Business.


 


“Additional Interest” shall have the meaning set forth in the
applicable Registration Rights Agreement.


 


“Additional Notes” has the meaning provided in Section 2.02.


 


“Adjusted Consolidated Assets” means at any time the total
amount of assets of the Issuer and its consolidated Restricted Subsidiaries
(less applicable depreciation, amortization and other valuation reserves),
after deducting therefrom all current liabilities of the Issuer and its
consolidated Restricted Subsidiaries (excluding intercompany items, the current
portion of long-term debt and Indebtedness outstanding under the Credit
Agreement), all as set forth on the consolidated balance sheet of the Issuer
and its consolidated Restricted Subsidiaries as of the end of the most recent
fiscal quarter for which financial statements are available prior to the date
of determination.


 


“Administrative Agent” means Bank of America, N.A. in its
capacity as administrative agent (together with its successors and assigns in
such capacity) pursuant to the Credit Agreement.


 





















 


“Affiliate” means, with respect to any specified Person, any
other Person, directly or indirectly, controlling or controlled by or under
direct or indirect common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling”
and “controlled” have meanings correlative to
the foregoing.  For purposes of Sections
4.07, 4.08, and 4.12 only, (x) if the Cypress Group L.L.C. and its Affiliates
(as defined in the previous sentence) taken together, beneficially own,
directly or indirectly, Capital Stock representing 10% or more of the total
voting power of the Voting Stock (on a fully diluted basis) of the Issuer or of
rights or warrants to purchase such Capital Stock (whether or not currently
exercisable), they shall be deemed to be Affiliates and (y) if Scotsman
Partners L.P., Oak Hill Strategic Partners, L.P. and their Affiliates (as
defined in the previous sentence), taken together, beneficially own, directly
or indirectly, Capital Stock representing 10% or more of the total voting power
of the Voting Stock (on a fully diluted basis) of the Issuer or of rights or
warrants to purchase such Capital Stock (whether or not currently exercisable),
they shall be deemed to be Affiliates.


 


“Affiliate Transaction” has the meaning provided in Section 4.08.


 


“Agent” means any Registrar, Paying Agent or co-Registrar.


 


“Agent Members” has the meaning provided in Section 2.16.


 


“Applicable
Indebtedness” means any Pari Passu Indebtedness, and in the
case of an Asset Sale by a Subsidiary of the Issuer that is not a Guarantor,
Indebtedness of such Subsidiary.


 


“Applicable Premium” has the meaning provided in Section 3.03.


 


“Asset Disposition” means
any sale, lease, transfer or other disposition (or series of related sales,
leases, transfers or other dispositions) by the Issuer or any Restricted
Subsidiary, including any disposition by means of a merger, consolidation or
similar transaction (each referred to for the purposes of this definition as a “disposition”),
of (1) any shares of Capital Stock of a Restricted Subsidiary (other than
directors’ qualifying shares or shares required by applicable law to be held by
a Person other than the Issuer or a Restricted Subsidiary), (2) all or
substantially all the assets of any division or line of business of the Issuer
or any Restricted Subsidiary or (3) any other assets of the Issuer or any
Restricted Subsidiary outside of the ordinary course of business of the Issuer
or such Restricted Subsidiary (other than, in the case of (1), (2) and (3) above,
(i) a disposition by a Restricted Subsidiary to the Issuer or a Restricted
Subsidiary or by the Issuer to a Restricted Subsidiary, (ii) a disposition
that constitutes a Permitted Investment or a Restricted Payment permitted by Section 4.07,
(iii) a disposition of assets with a fair market value of less than
$2,500,000, (iv) any Permitted Units Financing, (v) the sale, lease,
conveyance or other disposition of all or substantially all of the assets of
the Issuer and the Restricted Subsidiaries in compliance with Sections 4.11
and 5.01, (vi) the granting and realization of Liens not prohibited by
this Indenture, (vii) the disposition of cash or cash equivalents, (viii) transfers
of damaged, worn-out or obsolete equipment or assets that are no longer used or
useful in the business of the Issuer or its Restricted Subsidiaries, (ix) the
disposition of property or assets that is a


 


2





















 


surrender or waiver of contract rights or the
settlement, release or surrender of contract, tort or other claims of any kind
and (x) any transfer or disposition of property or assets pursuant to Hedging
Obligations permitted to be incurred under this Indenture).


 


“Authenticating Agent” has the meaning provided in Section 2.02.


 


“Average Life” means, as of the date of determination, with
respect to any Indebtedness or Preferred Stock, the quotient obtained by
dividing (i) the sum of the products of (a) the number of years from
the date of determination to the date or dates of each successive scheduled
principal payment of such Indebtedness or redemption or similar payment with
respect to such Preferred Stock multiplied by (b) the amount of each such
principal payment by (ii) the sum of all such principal payments.


 


“Bank Products” has the meaning assigned to such term in the
Credit Agreement (as in effect on the date hereof).


 


“Bankruptcy Law” means Title 11, U.S. Code or any similar
Federal, state or foreign law for the relief of debtors, including, without
limitation, the Bankruptcy and Insolvency
Act (Canada), the Companies’
Creditors Arrangement Act (Canada) and any other law relating to
bankruptcy, insolvency, reorganization or relief of debtors.


 


“Blockage Period” shall have the meaning provided in Section 11.02.


 


“Board of Directors” means the board of directors of the
Issuer or any committee thereof duly authorized to act on behalf of such Board.


 


“Board Resolution” means, with respect to any Person, a copy
of a resolution certified by the Secretary or an Assistant Secretary of such
Person to have been duly adopted by the board of directors of such Person and
to be in full force and effect on the date of such certification and delivered
to the Trustee.


 


“Business Day” means each day other than a Saturday, Sunday
or legal holiday on which commercial banks in New York, New York are authorized
to close.


 


“Capital Lease Obligations” means an obligation that is
required to be classified and accounted for as a capital lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with GAAP; and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under
such lease.


 


“Capital Stock” of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person,
including any Preferred Stock, but excluding any debt securities convertible
into such equity.


 


3





















 


“Change of
Control” means the occurrence of any of the following events:


 


(i)            any
“person” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), other than one or more Permitted Holders, a Subsidiary of the
Issuer or Williams Scotsman International or Williams Scotsman International,
is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5
under the Exchange Act, except that, for purposes of this definition of “Change
of Control,” such person shall be deemed to have “beneficial ownership” of all
shares that such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of 50% or more of the total voting power of the Voting Stock of the
Issuer (for the purposes of this clause (i), such other person shall be deemed
to beneficially own any Voting Stock of a specified corporation held by a
parent corporation, if such other person is the beneficial owner, directly or
indirectly, of at least 50% of the voting power of the Voting Stock of such parent
corporation);


 


(ii)           during
any period of two consecutive years, individuals who at the beginning of such
period constituted the Board of Directors (together with any new directors
whose election by such Board of Directors or whose nomination for election by
the shareholders of the Issuer was approved by a vote of 66 2/3% of the
directors of the Issuer then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors then in office; or


 


(iii)          the
merger or consolidation of the Issuer with or into another Person or the merger
or consolidation of another Person with or into the Issuer, or the sale of all
or substantially all the assets of the Issuer to another Person (other than a
Person that is controlled by the Permitted Holders in the aggregate, a Wholly
Owned Subsidiary of the Issuer or Williams Scotsman International, Williams
Scotsman International or a Person, the majority of whose Capital Stock is
owned by the Persons who own the Capital Stock of Williams Scotsman
International), and, in the case of any such merger or consolidation, the
securities of the Issuer that are outstanding immediately prior to such
transaction and which represent 100% of the aggregate voting power of the
Voting Stock of the Issuer are changed into or exchanged for cash, securities
or property, unless pursuant to such transaction such securities are changed
into or exchanged for, in addition to any other consideration, securities of
the surviving corporation that represent, immediately after such transaction,
at least a majority of the aggregate voting power of the Voting Stock of the
surviving corporation.


 


“Code” means the Internal Revenue Code of 1986, as amended.


 


“Common Stock” of any Person means any and all shares,
interests or other participations in, and other equivalents (however designated
and whether voting or non-voting) of such Person’s common stock, whether outstanding
on the Issue Date or issued after the Issue Date, and includes, without
limitation, all series and classes of such common stock.


 


“Consolidated Coverage Ratio” as of any date of determination
means the ratio of (i) the aggregate amount of EBITDA for the period of
the most recent four consecutive fiscal


 


4





















 


quarters for which financial statements are
available prior to the date of such determination to (ii) Consolidated
Interest Expense for such four fiscal quarters; provided,
however, that (1) if the Issuer or
any Restricted Subsidiary has Incurred any Indebtedness since the beginning of
such period that remains outstanding or if the transaction giving rise to the
need to calculate the Consolidated Coverage Ratio is an Incurrence of
Indebtedness, or both, EBITDA and Consolidated Interest Expense for such period
shall be calculated after giving effect on a pro forma basis to such
Indebtedness as if such Indebtedness had been Incurred on the first day of such
period and the discharge of any other Indebtedness repaid, repurchased,
defeased or otherwise discharged with the proceeds of such new Indebtedness as
if such discharge had occurred on the first day of such period (except that, in
making such computation, the amount of Indebtedness under any revolving credit
facility outstanding on the date of such calculation shall be computed based on
(A) the average daily balance of such Indebtedness (and any Indebtedness
under a revolving credit facility replaced by such Indebtedness) during such
four fiscal quarters or such shorter period when such facility and any replaced
facility was outstanding or (B) if such facility was created after the end
of such four fiscal quarters, the average daily balance of such Indebtedness
(and any Indebtedness under a revolving credit facility replaced by such
Indebtedness) during the period from the date of creation of such facility to
the date of the calculation), (2) if the Issuer or any Restricted Subsidiary
has repaid, repurchased, defeased or otherwise discharged any Indebtedness
since the beginning of such period or if any Indebtedness is to be repaid,
repurchased, defeased or otherwise discharged (in each case other than
Indebtedness Incurred under any revolving credit facility unless such
Indebtedness has been permanently repaid and has not been replaced) on the date
of the transaction giving rise to the need to calculate the Consolidated
Coverage Ratio, EBITDA and Consolidated Interest Expense for such period shall
be calculated on a pro forma basis as if such discharge had occurred on the
first day of such period and as if the Issuer or such Restricted Subsidiary had
not earned the interest income actually earned during such period in respect of
cash or Temporary Cash Investments used to repay, repurchase, defease or
otherwise discharge such Indebtedness, (3) if since the beginning of such
period the Issuer or any Restricted Subsidiary shall have made any Asset
Disposition (other than sales or lease of Rental Equipment in the ordinary
course of the business of the Issuer and its Restricted Subsidiaries), the
EBITDA for such period shall be reduced by an amount equal to the EBITDA (if
positive) directly attributable to the assets which are the subject of such
Asset Disposition for such period, or increased by an amount equal to the
EBITDA (if negative) directly attributable thereto for such period, and
Consolidated Interest Expense for such period shall be reduced by an amount
equal to the Consolidated Interest Expense directly attributable to any
Indebtedness of the Issuer or any Restricted Subsidiary repaid, repurchased, defeased
or otherwise discharged with respect to the Issuer and its continuing
Restricted Subsidiaries in connection with such Asset Disposition for such period
(or, if the Capital Stock of any Restricted Subsidiary is sold, the
Consolidated Interest Expense for such period directly attributable to the Indebtedness
of such Restricted Subsidiary to the extent the Issuer and its continuing
Restricted Subsidiaries are no longer liable for such Indebtedness after such
sale), (4) if since the beginning of such period the Issuer or any
Restricted Subsidiary (by merger or otherwise) shall have made an Investment in
any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary)
or an acquisition of assets, including any acquisition of assets occurring in
connection with a transaction requiring a calculation to be made hereunder,
EBITDA and Consolidated Interest Expense for such period shall be calculated
after giving pro forma effect thereto (including the Incurrence of any
Indebtedness) as if such Investment or acquisition occurred on the first day of
such period and (5) if since the


 


5





















 


beginning of such period any Person (that
subsequently became a Restricted Subsidiary or was merged with or into the
Issuer or any Restricted Subsidiary since the beginning of such period) shall
have made any Asset Disposition, any Investment or acquisition of assets that would
have required an adjustment pursuant to clause (3) or (4) above if
made by the Issuer or a Restricted Subsidiary during such period, EBITDA and
Consolidated Interest Expense for such period shall be calculated after giving
pro forma effect thereto as if such Asset Disposition, Investment or
acquisition occurred on the first day of such period.  For purposes of this definition, whenever pro
forma effect is to be given to an acquisition of assets, the amount of income
or earnings relating thereto and the amount of Consolidated Interest Expense
associated with any Indebtedness Incurred in connection therewith, the pro
forma calculations shall be determined in good faith by a responsible financial
or accounting Officer of the Issuer.  If
any Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest on such Indebtedness shall be calculated as if the rate in
effect on the date of determination had been the applicable rate for the entire
period (taking into account any Interest Rate Agreement applicable to such
Indebtedness).


 


“Consolidated Interest
Expense” means, for any period, the total interest expense of the Issuer and
its consolidated Restricted Subsidiaries, net of any interest income of the
Issuer and its consolidated Restricted Subsidiaries for such period, as determined
in accordance with GAAP, plus, to the extent not included in such total
interest expense, and to the extent incurred by the Issuer or its Restricted
Subsidiaries, without duplication, (i) interest expense attributable to
capital leases, (ii) capitalized interest, (iii) commissions, discounts
and other fees and charges owed with respect to letters of credit and bankers’
acceptance financing, (iv) net costs associated with Hedging Obligations
excluding currency agreements (including amortization of fees), (v) Preferred
Stock dividends in respect of all Preferred Stock (other than pay in kind
dividends paid in Capital Stock or accretions to liquidation value of Preferred
Stock that is not Disqualified Stock) held by Persons other than the Issuer, a
Subsidiary Guarantor, the Subordinated Guarantor or a Wholly Owned Subsidiary, (vi) interest
incurred in connection with Investments in discontinued operations and (vii) the
cash contributions to any employee stock ownership plan or similar trust to the
extent such contributions are used by such plan or trust to pay interest or
fees to any Person (other than the Issuer) in connection with Indebtedness
Incurred by such plan or trust and less, to the extent included in such total
interest expense, (a) amortization or writeoff of deferred or capitalized
debt issuance costs or (b) any financing fees, tender premiums, call
premiums and other non-recurring expenses in connection with the Refinancing
Transactions. However, Consolidated Interest Expense shall be calculated
excluding unrealized gains or losses with respect to Hedging Obligations.


 


“Consolidated
Net Income” means, for any period, the net income of the Issuer and
its consolidated Restricted Subsidiaries; provided,
however, that there shall not be
included in such Consolidated Net Income


 


(i)            any
net income (loss) of any Person (other than the Issuer) if such Person is not a
Restricted Subsidiary, except that subject to the exclusion contained in
clause (iv) below, the Issuer’s equity in the net income of any such
Person for such period shall be included in such Consolidated Net Income up to
the aggregate amount of cash actually distributed by such Person during such
period to the Issuer or a Restricted Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution paid to
a Restricted Subsidiary, to the limitations contained in clause (iii) below);


 


6





















 


(ii)           any
net income of any Restricted Subsidiary if such Restricted Subsidiary is
subject to restrictions, directly or indirectly, on the payment of dividends or
the making of distributions by such Restricted Subsidiary, directly or
indirectly, to the Issuer (other than any restriction imposed by any
Indebtedness of a Foreign Subsidiary incurred pursuant to the proviso of clause
(b)(16) of Section 4.09), except that (A) subject to the exclusion
contained in clause (iv) below, the Issuer’s equity in the net income
of any such Restricted Subsidiary for such period shall be included in such
Consolidated Net Income up to the aggregate amount of cash that could have been
distributed by such Restricted Subsidiary during such period to the Issuer or
another Restricted Subsidiary as a dividend or other distribution (subject, in
the case of a dividend or other distribution paid to another Restricted
Subsidiary, to the limitation contained in this clause) and (B) the Issuer’s
equity in a net loss of any such Restricted Subsidiary for such period shall be
included in determining such Consolidated Net Income;


 


(iii)          any
gain (or loss) realized upon the sale or other disposition of any assets of the
Issuer or its consolidated Subsidiaries (including pursuant to any
sale-and-leaseback arrangement) which is not sold or otherwise disposed of in
the ordinary course of business and any gain (or loss) realized upon the sale
or other disposition of any Capital Stock of any Person;


 


(iv)          extraordinary gains or
losses;


 


(v)           the cumulative effect
of a change in accounting principles;


 


(vi)          unrealized gains and
losses with respect to Hedging Obligations;


 


(vii)         gains and losses realized
upon the Refinancing of any Indebtedness of the Issuer or any Restricted
Subsidiary;


 


(viii)        non-cash compensation charges
or other non-cash expenses or charges arising from the grant of or issuance or
repricing of Capital Stock or other equity-based awards or any amendment or
substitution of any such Capital Stock or other equity-based awards;


 


(ix)          any non-cash goodwill or
non-cash asset impairment charges subsequent to the Issue Date;


 


(x)           so long as the Issuer
and the Restricted Subsidiaries file a consolidated tax return, or are part of
a consolidated group for tax purposes, with Williams Scotsman International or
any other holding company, the excess of (a) the provision for taxes of
the Issuer and the Restricted Subsidiaries, determined on a consolidated basis
in accordance with GAAP for such period over (b) all tax payments payable
for such period (whether paid in such period or at any time prior to such
period) by the Issuer and the Restricted Subsidiaries to Williams Scotsman
International or such other holding company under a tax sharing agreement or
arrangement; provided that any amounts
excluded in any period pursuant to this clause (x) must be deducted from
Consolidated Net Income in the period for which the cash payments in respect of
such taxes are paid by the Issuer and its Restricted Subsidiaries; and


 


7





















 


(xi)          any amortization or
writeoffs of debt issuance or deferred financing costs, premiums and prepayment
penalties, and other costs and expenses, in each case, paid during such period
to the extent attributable to the Refinancing Transactions and the Exchange Offer
pursuant to the Registration Rights Agreement.


 


Notwithstanding the
foregoing, for the purposes of Section 4.07 only, there shall be excluded
from Consolidated Net Income any dividends, repayments of loans or advances or
other transfers of assets (including any sale of an Investment) to the Issuer
or a Restricted Subsidiary to the extent such dividends, repayments or
transfers increase the amount of Restricted Payments permitted under such Section 4.07
pursuant to clause (a)(3)(D) thereof.


 


“Consolidated
Net Tangible Assets” means, as of any date of determination, the
total assets (less goodwill and other intangibles) of the Issuer and its
Restricted Subsidiaries as shown on the balance sheet of the Issuer and its
Restricted Subsidiaries for the most recently ended fiscal quarter for which
financial statements are available, determined on a consolidated basis in
accordance with GAAP.


 


“Corporate Trust Office” means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office at the dated hereof is located at 101 Barclay
Street, Floor 8 West, New York, New York 10286, Attention:  Corporate Trust Administration, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Issuer, or the principal corporate trust office of any successor
Trustee (or such other address as such successor Trustee may designate from
time to time by notice to the Holders and the Issuer).


 


“Covenant Defeasance” has the meaning set forth in Section 8.01.


 


“Credit
Agreement” means, collectively, the Amended and Restated Credit
Agreement dated as of June 28, 2005, among Williams Scotsman
International, the Issuer, the lenders from time to time party thereto, Bank of
America, N.A., as Administrative Agent, and certain other Persons (including
any guarantee agreements and related security documents), in each case as such
agreements or documents may be amended (including any amendment, restatement or
restructuring thereof), supplemented, renewed, extended or otherwise modified,
refunded, refinanced or replaced from time to time, including any agreement
(and any related document or instrument) extending the maturity of, refunding,
refinancing, increasing the amount available under or replacing such agreement
or document (in whole or in part, and, without limitation, as to amount, terms,
conditions, covenants and other provisions) or any successor or replacement
agreement or document and whether by the same or any other agent, lender or
group of lenders (including, without limitation, any agreements relating to
debt securities or other forms of debt financing).


 


“Credit Facilities” means one or more debt facilities (which
may be outstanding at the same time and including, without limitation, the
Credit Agreement) providing for revolving credit loans, term loans, letters of
credit, receivables financing, commercial paper or any form of debt securities
(including convertible securities) and, in each case, as such agreements may be
amended, amended and restated, supplemented, modified, extended, refinanced,
replaced or otherwise restructured, in whole or in part from time to time
(including increasing the amount


 


8





















 


of available borrowings thereunder or adding
Subsidiaries of the Issuer as additional borrowers or guarantors thereunder)
with respect to all or a portion of the Indebtedness under such agreement or
agreements or any successor or replacement agreement or agreements and whether
by the same or any other agent, lender or group of lenders.


 


“Currency Agreement” means in respect of a Person any foreign
exchange contract, currency swap agreement or other similar agreement to which
such Person is a party or a beneficiary.


 


“Custodian” means any receiver, trustee, assignee,
liquidator, sequestrator or similar official under any Bankruptcy Law.


 


“Default” means any event which is, or after notice or
passage of time or both would be, an Event of Default.


 


“Default Notice” shall have the meaning provided in Section 11.02.


 


“Depository” means The Depository Trust Company, its nominees
and successors.


 


“Disqualified
Stock” means, with respect to any Person, any Capital Stock which by
its terms (or by the terms of any security into which it is convertible or for
which it is exchangeable) or upon the happening of any event (i) matures
or is mandatorily redeemable pursuant to a sinking fund obligation or
otherwise, (ii) is convertible or exchangeable for Indebtedness or
Disqualified Stock or (iii) is redeemable at the option of the holder
thereof, in whole or in part, in each case on or prior to the 91st day
following the Stated Maturity of the Notes; provided,
however, that any Capital Stock
that would not constitute Disqualified Stock but for provisions thereof giving
holders thereof the right to require such Person to repurchase or redeem such
Capital Stock upon the occurrence of an “asset sale” or “change of control”
occurring on or prior to the 91st day following the Stated Maturity of the
Notes shall not constitute Disqualified Stock if the “asset sale” or “change of
control” provisions applicable to such Capital Stock are not more favorable to
the holders of such Capital Stock than the provisions described in Sections
4.11 and 4.12; provided, further, however, that
any class of Capital Stock of such Person, that, by its terms, authorizes such
Person to satisfy in full its obligations with respect to the payments of
dividends or upon maturity, redemption (pursuant to a sinking fund or
otherwise) or repurchase thereof or otherwise by the delivery of Capital Stock
that is not Disqualified Stock or Indebtedness, will not be deemed to be
Disqualified Stock so long as such Person satisfies its obligations with
respect thereto solely by the delivery of Capital Stock that is not
Disqualified Stock or Indebtedness.


 


“EBITDA”
for any period means the sum of Consolidated Net Income, plus Consolidated
Interest Expense, plus the following to the extent deducted in calculating such
Consolidated Net Income: (a) all income tax expense of the Issuer and its
consolidated Restricted Subsidiaries, (b) depreciation expense of the
Issuer and its consolidated Restricted Subsidiaries, (c) amortization
expense of the Issuer and its consolidated Restricted Subsidiaries (excluding
amortization expense attributable to a prepaid cash item that was paid in a
prior period), (d) all other non-cash charges of the Issuer and its
consolidated Restricted Subsidiaries (excluding any such


 


9





















 


non-cash charge to the extent that it represents an
accrual of or reserve for cash expenditures in any future period), (e) income
attributable to discontinued operations and (f) any cash charges or writeoffs
associated with the transactions contemplated by the Refinancing Transactions.  Notwithstanding the foregoing, the provision
for taxes based on the income or profits of, and the depreciation and amortization
and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated
Net Income to compute EBITDA only to the extent (and in the same proportion)
that the net income of such Restricted Subsidiary was included in calculating
Consolidated Net Income.


 


“Event of Default” has the meaning provided in Section 6.01.


 


“Excess Proceeds” has the meaning provided in Section 4.12.


 


“Excess Proceeds Offer” has the meaning provided in Section 4.12.


 


“Excess Proceeds Payment” has the meaning provided in Section 4.12.


 


“Excess Proceeds Payment Date” has the meaning provided in Section 4.12.


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended.


 


“Exchange Notes” means the 8 1/2% Senior Notes due 2015
to be issued in exchange for the Initial Notes pursuant to each Registration
Rights Agreement or, with respect to Initial Notes issued under this Indenture
subsequent to the Issue Date pursuant to Section 2.02, a registration
rights agreement substantially identical to the Registration Rights Agreement
with the Initial Purchasers.


 


“Existing
Notes” means the collective reference to the Existing Secured Notes
and the Existing Unsecured Notes.


 


“Existing Secured Notes” means the 10% Senior Secured Notes
due 2008 issued by the Issuer.


 


“Existing Tax Sharing Agreement” has the meaning assigned
thereto in the definition of the term “Tax Sharing Agreement.”


 


“Existing Unsecured Notes” means the 9 7/8% Senior Notes due
2007 issued by the Issuer.


 


“fair market value” means, with respect to any asset or
property, the price which could be negotiated in an arm’s-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
neither of whom is under undue pressure or compulsion to complete the
transaction.  Fair market value shall be
determined by the Board of Directors of the Issuer acting reasonably and in
good faith and shall be evidenced by a Board Resolution of the Board of
Directors of the Issuer, as the case may be, delivered to the Trustee.


 


“Foreign Subsidiary” means a Subsidiary of the Issuer or
Williams Scotsman International that is not incorporated or organized in the
United States or any state thereof.


 


10





















 


“GAAP”
means generally accepted accounting principles in the United States of America
as in effect as of the Issue Date, including those set forth in (i) the opinions
and pronouncements of the Accounting Principles Board of the American Institute
of Certified Public Accountants, (ii) statements and pronouncements of the
Financial Accounting Standards Board and the Public Company Accounting
Oversight Board, (iii) such other statements by such other entity as
approved by a significant segment of the accounting profession and (iv) the
rules and regulations of the SEC governing the inclusion of financial
statements (including pro forma financial statements) in periodic reports
required to be filed pursuant to Section 13 of the Exchange Act, including
opinions and pronouncements in staff accounting bulletins and similar written
statements from the accounting staff of the SEC.


 


“Global Note” has the meaning provided in Section 2.01.


 


“guarantee” means any obligation, contingent or otherwise, of
any Person, directly or indirectly, guaranteeing any Indebtedness or other
obligation of any Person and any obligation, direct or indirect, contingent or
otherwise, of such Person (i) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation of
such Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to take-or-pay or to maintain financial statement
conditions or otherwise) or (ii) entered into for the purpose of assuring
in any other manner the obligee of such Indebtedness or other obligation of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part); provided, however, that the term “guarantee”
shall not include endorsements for collection or deposit in the ordinary course
of business.  The term “guarantee” used as a verb has a corresponding meaning.


 


“Guarantee” means the guarantee of the Notes by the Guarantors.


 


“Guarantor”
means, individually and collectively, Williams Scotsman International and any
Restricted Subsidiary of the Issuer (other than the Subordinated Guarantor),
whether formed or acquired after the Issue Date, that guarantees any
obligations in respect of any Credit Facility (other than any Foreign
Subsidiary that guarantees Indebtedness and other obligations of any other
Foreign Subsidiary); provided, further,
that if any Guarantor is released from its guarantee of the outstanding
Indebtedness under all Credit Facilities at a time when no Default or Event of
Default has occurred and is continuing, such Guarantor shall be automatically
released from its obligations as a Guarantor and, from and after such date,
such Guarantor shall cease to constitute a Guarantor.  Notwithstanding the foregoing, any Subsidiary
that is a Securitization Subsidiary that does not guarantee or so pledge any of
its assets as security for any Indebtedness under any Credit Facility (other
than in connection with a Permitted Units Financing) shall not be required to
become a Guarantor.  If consented to by
the requisite holders of the then outstanding Subordinated Guarantor Senior
Indebtedness, the Subordinated Guarantor may notify the Trustee and the Noteholders
in writing that it irrevocably elects to become a Guarantor.  So long as such consents have in fact been
received, upon receipt by the Trustee of such written notice together with an
Officers’ Certificate to the effect that such consent has been received and
that such change can be effected, the provisions of Section 11.02 hereof
and the Subordinated Guarantee shall terminate and cease to be effective and
the terms and conditions of the Subordinated Guarantee shall be deemed to have
been amended to have terms and conditions identical to those of a Guarantee.


 


11





















 


“Hedging Obligations” of any Person means the obligations of
such Person pursuant to any Interest Rate Agreement or Currency Agreement.


 


“Holder” or “Noteholder”
means the Person in whose name a Note is registered on the Registrar’s books.


 


“Incur”
means issue, assume, guarantee, incur or otherwise become liable for
Indebtedness or Capital Stock; provided,
however, that any Indebtedness or Capital Stock of a Person existing
at the time such Person becomes a Subsidiary (whether by merger, consolidation,
acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at
the time it becomes a Subsidiary.  The
term “Incurrence” when used as a noun shall
have a correlative meaning.  The
accretion of principal or liquidation preference of a non-interest bearing or
other discount security and the payment of interest or dividends on any
Indebtedness or Preferred Stock, to the extent paid by the issuance of
additional Indebtedness or Preferred Stock, as the case may be, shall not be
deemed the Incurrence of Indebtedness.


 


“Indebtedness”
means, with respect to any Person on any date of determination (without duplication),


 


(i)            the
principal of and premium (if any) in respect of (A) indebtedness of such
Person for money borrowed and (B) indebtedness evidenced by notes,
debentures, bonds or other similar instruments for the payment of which such
Person is responsible or liable;


 


(ii)           all
Capital Lease Obligations of such Person;


 


(iii)          all
obligations of such Person issued or assumed as the deferred purchase price of
property, all conditional sale obligations of such Person and all obligations
of such Person under any title retention agreement (but excluding trade
accounts payable and other accrued liabilities arising in the ordinary course
of business);


 


(iv)          all
obligations of such Person for the reimbursement of any obligor on any letter
of credit, banker’s acceptance or similar credit transaction (other than
obligations with respect to letters of credit securing obligations (other than
obligations described in clauses (i) through (iii) above) entered
into in the ordinary course of business of such Person to the extent such
letters of credit are not drawn upon or, if and to the extent drawn upon, such
drawing is reimbursed no later than the 30th day following payment on the
letter of credit);


 


(v)           the
amount of all obligations of such Person with respect to the redemption,
repayment or other repurchase of any Disqualified Stock or, with respect to any
Restricted Subsidiary of such Person, the liquidation preference with respect
to, any Preferred Stock (but excluding, in each case, any accrued dividends);


 


(vi)          all
obligations of the type referred to in clauses (i) through (v) of
other Persons and all dividends of other Persons for the payment of which, in
either case, such Person is responsible or liable, directly or indirectly, as
obligor, guarantor or otherwise, including by means of any guarantee;


 


12





















 


(vii)         all
obligations of the type referred to in clauses (i) through (vi) of
other Persons secured by any Lien on any property or asset of such Person
(whether or not such obligation is assumed by such Person), the amount of such
obligation being deemed to be the lesser of the fair market value of such
property or assets or the amount of the obligation so secured; and


 


(viii)        to
the extent not otherwise included in this definition, Hedging Obligations of such
Person; provided, however, that for the purposes of
calculating the Consolidated Coverage Ratio or the Senior Secured Leverage
Ratio, the aggregate amount of Indebtedness outstanding pursuant to any Hedging
Obligations shall be zero until such time as such person has the obligation to
make a payment in respect of such Hedging Obligation and such payment is not
made within 10 business days.


 


For avoidance of doubt,
Indebtedness shall not include


 


(i)            any
liability for federal, state or local taxes or other taxes or by such Person;
or


 


(ii)           obligations
of such Person with respect to performance and surety bonds and completion
guarantees in the ordinary course of business.


 


The amount of Indebtedness
of any Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above and the liability determined in accordance
with GAAP of any contingent obligations at such date; provided, however, that the amount
outstanding at any time of any Indebtedness Incurred with original issue
discount is the face amount of such Indebtedness less the remaining unamortized
portion of the original issue discount of such Indebtedness at such time as
determined in conformity with GAAP.


 


“Indenture” means this Indenture, as amended or supplemented
from time to time in accordance with the terms hereof.


 


“Independent Financial Advisor” shall have the meaning
provided in Section 4.08.


 


“Initial Notes” means, collectively, (i) the 81⁄2% Senior
Notes due 2015 of the Issuer issued on the Issue Date and (ii) one or more
series of 81⁄2% Senior Notes due 2015 that are issued under this Indenture
subsequent to the Issue Date pursuant to Section 2.02, in each case for so
long as such securities constitute Restricted Securities.


 


“Initial Purchasers” means, collectively, Deutsche Bank
Securities, Inc., Banc of America Securities LLC, Citigroup Global Markets, Inc.,
Lehman Brothers Inc. and CIBC World Markets Corp. and the initial purchasers of
any Additional Notes issued under this Indenture after the Issue Date.


 


“Institutional Accredited Investor” means an institution that
is an “accredited investor” as that term is defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act.


 


13





















 


“interest” when used with respect to any Note means the
amount of all interest accruing on such Note, including any applicable
defaulted interest pursuant to Section 2.12 and any Additional Interest
pursuant to the Registration Rights Agreement.


 


“Interest Payment Date” means the stated maturity of an
installment of interest on the Notes.


 


“Interest
Rate Agreement” means any interest rate swap agreement, interest
rate cap agreement or other financial agreement or arrangement entered into in
the ordinary course of business and not for speculative purposes.


 


“Investment”
in any Person means any direct or indirect advance (other than advances to
customers in the ordinary course of business that are recorded as accounts
receivable on the balance sheet of the lender), loan or other extensions of
credit (including by way of guarantee or similar arrangement) or capital
contribution to (by means of any transfer of cash or other property to others
or any payment for property or services for the account or use of others), or
any purchase or acquisition of Capital Stock, Indebtedness or other similar
instruments issued by such Person.  For
purposes of the definition of “Unrestricted Subsidiary,” the definition of “Restricted
Payment” and Section 4.07, “Investment” shall include the portion
(proportionate to the Issuer’s equity interest in such Subsidiary) of the fair
market value of the net assets of any Subsidiary of the Issuer at the time that
such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that (1) upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall
be deemed to continue to have a permanent “Investment” in an Unrestricted
Subsidiary equal to an amount (if positive) equal to (x) the Issuer’s “Investment”
in such Subsidiary at the time of such redesignation less (y) the portion
(proportionate to the Issuer’s equity interest in such Subsidiary) of the fair
market value of the net assets of such Subsidiary at the time of such
redesignation; and (2) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its fair market value at the time of such
transfer, in each case as determined in good faith by the Board of Directors.


 


“IPO” means the consummation of the initial public offering
of common stock of Williams Scotsman International, as described in “Refinancing
Transactions.”


 


“Issue Date”
means the first date the Notes are issued under the Indenture.


 


“Issuer” means Williams Scotsman, Inc. and its successors.


 


“Legal Defeasance” has the meaning set forth in Section 8.01.


 


“Lenders” has the meaning specified in the Credit Agreement.


 


“Lien” means any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any conditional sale or
other title retention agreement or lease in the nature thereof).


 


“Maturity Date” means October 1, 2015.


 


“Moody’s” means Moody’s Investors Service, Inc. and its
successors.


 


14





















 


“Net Available Cash” from an Asset Disposition means cash
payments received therefrom (including any cash payments received by way of
deferred payment of principal pursuant to a note or installment receivable or
otherwise and proceeds from the sale or other disposition of any securities
received as consideration, but only as and when received, but excluding any
other consideration received in the form of assumption by the acquiring Person
of Indebtedness or other obligations relating to such properties or assets or
received in any other non-cash form) in each case net of (i) all legal,
title and recording tax expenses, commissions and other fees and expenses
incurred (including, without limitation, all broker’s and finder’s fees and
expenses, fees and expenses for consultants, placement agents and accountants,
all investment banking fees and expenses, employee severance and termination
costs, and trade payable and similar liabilities solely related to the assets
sold or otherwise disposed of and required to be paid by the seller as a result
thereof), and all Federal, state, provincial, foreign and local taxes required
to be paid or accrued as a liability under GAAP, as a consequence of such Asset
Disposition, (ii) all relocation expenses related to any Rental Equipment
incurred as a result thereof, (iii) all payments made on any Indebtedness
which is secured by any assets subject to such Asset Disposition, in accordance
with the terms of any Lien upon or other security agreement of any kind with
respect to such assets, or which must by its terms, or in order to obtain a
necessary consent to such Asset Disposition, or by applicable law, be repaid
out of the proceeds from such Asset Disposition, (iv) all distributions
and other payments required to be made to minority interest holders in
Subsidiaries or joint ventures or to the holders of a beneficial interest
(other than Williams Scotsman International and its Subsidiaries) in the assets
subject to the Asset Disposition as a result of such Asset Disposition, (v) the
deduction of appropriate amounts provided by the seller as a reserve, in accordance
with GAAP, against any adjustment in the sale price of such property or assets
or any liabilities associated with the property or other assets disposed of in
such Asset Disposition and retained by the Issuer or any Restricted Subsidiary
after such Asset Disposition, including tax liabilities, pensions or other
post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Disposition and (vi) payments of unassumed liabilities (not
constituting Indebtedness) relating to assets sold at the time of, or within 30
days after the date of, such Asset Disposition.


 


“Net Cash Proceeds,” with respect to any issuance or sale of
Capital Stock, means the cash proceeds of such issuance or sale net of
attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees,
discounts or commissions and brokerage, consultant and other fees actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.


 


“Non-U.S. Person” means a person who is not a U.S. person, as
defined in Regulation S.


 


“Notes” means, collectively, the Initial Notes, the Private
Exchange Notes, if any, and the Unrestricted Notes, treated as a single class
of securities, as amended or supplemented from time to time in accordance with
the terms hereof, that are issued pursuant to this Indenture.


 


“Obligations” means all obligations for principal, premium,
interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.


 


15





















 


“Offering Memorandum” means the confidential Offering
Memorandum dated September 20, 2005 of the Issuer relating to the offering
of the Notes issued on the Issue Date.


 


“Officer” means, with respect to any Person, the Chairman of
the Board of Directors, the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Treasurer, the Controller, or the
Secretary of such Person, or any other officer designated by the Board of
Directors serving in a similar capacity.


 


“Officers’ Certificate” means a certificate signed by two
Officers of the Issuer.


 


“Opinion of Counsel” means a written opinion from legal
counsel who is reasonably acceptable to the Trustee complying with the
requirements of Sections 10.04 and 10.05, as they relate to the giving of
an Opinion of Counsel.


 


“Pari Passu
Indebtedness” means any Indebtedness of the Issuer or any Guarantor
that is not subordinated in right of payment to any other Indebtedness of the
Issuer or such Guarantor, as the case may be, and, in the case of the
Subordinated Guarantor any Indebtedness of the Subordinated Guarantor that
ranks senior or equal in right of payment to the Subordinated Guarantee.


 


“Paying Agent” has the meaning provided in Section 2.03.


 


“Permitted Business” means (i) all or any part of the
business of selling and leasing mobile offices, modular structures and storage
containers or any other equipment sold or leased to a similar customer base, (ii) any
other business conducted by the Issuer or its Restricted Subsidiaries on the
Issue Date, (iii) any business or services related, ancillary or
complementary to such businesses or any reasonable extension of such business
and (iv) any unrelated business to the extent it is not material in size
as compared with the Issuer’s business as a whole.


 


“Permitted
Holders” means (i) (a) The Cypress Group L.L.C., Cypress
Merchant Banking Partners L.P., Cypress Offshore Partners L.P., Keystone Group,
L.P., Oak Hill Strategic Partners, L.P., Scotsman Partners, L.P. and any Person
who is an Affiliate of any of the foregoing, (b) any Person who is a
member of the senior management of the Issuer or Williams Scotsman International
and a stockholder of Williams Scotsman International on the Issue Date and (c) Odyssey
Partners, L.P., (ii) any Person who is an Affiliate on the Issue Date of
any Person identified in clause (i)(a) or (i)(c) and (iii) Williams
Scotsman International or any Wholly-Owned Subsidiary of Williams Scotsman
International.


 


“Permitted
Investment” means an Investment by the Issuer or any Restricted
Subsidiary in (i) the Issuer or a Restricted Subsidiary, as applicable, or
a Person that will, upon the making of such Investment, become a Restricted
Subsidiary; (ii) another Person if as a result of such Investment such
other Person is merged or consolidated with or into, or transfers or conveys
all or substantially all its assets to, the Issuer or a Restricted Subsidiary; (iii) cash
or Temporary Cash Investments; (iv) Investments existing on the Issue
Date; (v) receivables owing to the Issuer or any Restricted Subsidiary if
created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms; provided, however, that such trade terms
may include such concessionary trade terms as the Issuer or any such Restricted
Subsidiary deems reasonable under the circumstances; (vi) payroll, travel,
commission, entertainment,


 


16





















 


relocation and similar advances to cover matters
that are expected at the time of such advances ultimately to be treated as
expenses for accounting purposes and that are made in the ordinary course of
business; (vii) loans or advances to employees made in the ordinary course
of business consistent with past practices of the Issuer or such Restricted
Subsidiary; (viii) stock, obligations or securities received in settlement
of debts created in the ordinary course of business and owing to the Issuer or
any Restricted Subsidiary or in satisfaction of judgments, including pursuant
to any plan of reorganization or similar arrangement upon the bankruptcy or
insolvency of any trade creditor or customer; (ix) a Person made in
connection with any Asset Disposition or other sale, lease, transfer or other
disposition permitted under this Indenture; (x) any Securitization Subsidiary
in connection with the Permitted Units Financing; (xi) any acquisition of
assets solely in exchange for the Issuance of Capital Stock (other than
Disqualified Stock) of the Issuer; (xii) Hedging Obligations; (xiii)
lease, utility and other similar deposits in the ordinary course of business;
(xiv) guarantees of Indebtedness by the Issuer or any Restricted Subsidiary of
the Issuer, to the extent the Issuer or such Restricted Subsidiary is otherwise
permitted to Incur such Indebtedness under the Indenture; (xv) loans and
advances to suppliers, licensees, franchisees or customers or the Issuer or any
of its Restricted Subsidiaries made in the ordinary course of business;
provided that the amount of Investments made in cash pursuant to this clause
(xv) shall be no greater than $10 million in the aggregate at any time
outstanding; (xvi) prepaid expenses, negotiable instruments held for collection
and workers’ compensation, performance and other similar deposits in the
ordinary course of business;
(xvii) additional Investments in an aggregate amount which, together with all
other Investments (measured on the date each such Investment was made and
without giving effect to subsequent changes in value) made pursuant to this
clause that are then outstanding, does not exceed the greater of (a) $20.0
million and (b) 2% of Consolidated Net Tangible Assets; (xviii) Investments
in Williams Scotsman International, any Subsidiary of the Issuer or Williams
Scotsman International or any Unrestricted Subsidiary to the extent used to
fund Investments in Persons in a Permitted Business that conduct their
principal operations outside of the United States and Canada in an aggregate
amount, in any calendar year (together with the aggregate amount of dividends,
distributions or other payments made under clause (xii) of Section 4.07(b) in
such calendar year) not to exceed (measured on the date each such Investment
was made and without giving effect to subsequent changes in value) $40 million
(it being understood that to the extent that the maximum amount of Investments
permitted to be made pursuant to this clause (xviii) in any calendar year
exceeds the sum of (i) aggregate Investments actually made pursuant to
this clause (xviii) in such calendar year and (ii) the aggregate
dividends, distributions or other payments actually made under clause (xii) of Section 4.07(b) in
such calendar year, such excess may be carried forward and used in the
following two calendar years); provided that
not more than $15 million of (i) Investments permitted by this clause
(xviii) and (ii) the dividends, distributions or other payments permitted
under clause (xii) of Section 4.07(b) in any calendar year may be
made in Persons which are not Subsidiaries of the Issuer or Williams Scotsman
International or do not become Subsidiaries of the Issuer or Williams Scotsman
International as a result of such Investments; and (xix) Investments in
Williams Scotsman International, any Subsidiary of the Issuer or Williams
Scotsman International or any Unrestricted Subsidiary in the form of modular
space or storage units which will be contributed or transferred to any Foreign
Subsidiary of the Issuer or Williams Scotsman International operating in Mexico
in an aggregate amount in any calendar year (together with the aggregate
dividends, distributions or other payments actually made under clause (xiii) of
Section 4.07(b) in such calendar year) not to exceed (measured on the
date each such Investment was made and


 


17





















 


without giving effect to subsequent changes
in value) $5 million.  In determining
whether any Investment is a Permitted Investment, the Issuer may allocate or
reallocate, among clauses (i) through (xix) above, all or any portion of
such Investment and all or any portion of any Investment previously allocated; provided that, after giving effect to such
allocation or re-allocation, all such Investments (or allocated portions of
such Investments) would be Permitted Investments under this definition.


 


“Permitted
Liens” means (a) Liens of the Issuer and its Restricted
Subsidiaries securing (1) Indebtedness of the Issuer or any of its
Restricted Subsidiaries Incurred under any Credit Facility (including Bank
Products) to the extent permitted to be Incurred under clause (b)(1) or
(b)(16) of Section 4.09 and (2) other obligations and liabilities
(not constituting Indebtedness) of the Issuer or any of its Restricted
Subsidiaries incurred or owing under or with respect to any Credit Facility or
any Bank Products; (b) Liens in favor of the Issuer or its Wholly Owned
Restricted Subsidiaries or any Guarantor or the Subordinated Guarantor; (c) Liens
on property of a person existing at the time such person becomes a Restricted
Subsidiary of the Issuer or is merged into or consolidated with the Issuer or
any Restricted Subsidiary of the Issuer; provided
that such Liens were not incurred in connection with, or in
contemplation of, such transaction and such Liens do not extend to or cover any
property other than such property, improvements thereon and any proceeds
therefrom; (d) Liens of the Issuer or any Restricted Subsidiary securing
Indebtedness incurred under clause (b)(2) or (b)(8) of Section 4.09;
(e) Liens of the Issuer and its Restricted Subsidiaries securing
Indebtedness of the Issuer or any of its Restricted Subsidiaries (including under
a Sale/ Leaseback Transaction) permitted to be Incurred under clause (b)(9) or
(b)(11) of Section 4.09 so long as the Capital Stock, property (real or
personal) or equipment to which such Lien attaches solely consists of the
Capital Stock, property or equipment which is the subject of such acquisition,
purchase, lease, improvement, Sale/Leaseback Transaction and additions and
improvements thereto (and the proceeds therefrom); (f) Liens on property
existing at the time of acquisition thereof by the Issuer or any Restricted
Subsidiary of the Issuer; provided
that such Liens were not incurred in connection with, or in contemplation of,
such acquisition and such Liens do not extend to or cover any property other
than such property, additions and improvements thereon and any proceeds
therefrom; (g) Liens incurred or deposits made to secure the performance
of tenders, bids, leases, statutory obligations, surety or appeal bonds,
government contracts, performance and return of money bonds or other
obligations of a like nature incurred in the ordinary course of business; (h) Liens
existing on the Issue Date and any additional Liens created under the terms of
the agreements relating to such Liens existing on the Issue Date (other than
any Liens described in any other clause of this definition of “Permitted Liens”)
and Liens securing the Existing Secured Notes; (i) Liens for taxes,
assessments or governmental charges or claims that are not yet delinquent or
that are being contested in good faith by appropriate proceedings; provided that any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have
been made therefor; (j) Liens incurred in the ordinary course of business of
the Issuer or any Restricted Subsidiary with respect to obligations that do not
exceed $20.0 million in the aggregate at any one time outstanding and that (1) are
not incurred in connection with or in contemplation of the borrowing of money
or the obtaining of advances or credit (other than trade credit in the ordinary
course of business) and (2) do not in the aggregate materially detract
from the value of the property or materially impair the use thereof in the
operation of the business by the Issuer or such Restricted Subsidiary; (k)
statutory Liens of landlords and warehousemen’s, carrier’s, mechanics’,
suppliers’, materialmen’s, repairmen’s or other like Liens (including
contractual landlords’ Liens) arising in the ordinary course of business


 


18





















 


of the Issuer and its Restricted
Subsidiaries; (l) Liens incurred or deposits made in the ordinary course of business
of the Issuer and its Restricted Subsidiaries in connection with workers’
compensation, unemployment insurance and other types of social security; (m)
easements, rights of way, restrictions, minor defects or irregularities in
title, covenants and other similar charges or encumbrances not interfering in
any material respect with the business of the Issuer or any of its Restricted
Subsidiaries; (n) Liens securing reimbursement obligations with respect to
letters of credit permitted under Section 4.09 which encumber only cash
and marketable securities and documents and other property relating to such
letters of credit and the products and proceeds thereof; (o) judgment and
attachment Liens not giving rise to an Event of Default; (p) any interest or
title of a lessor in the property subject to any Capital Lease Obligation
permitted under Section 4.09(b); (q) Liens encumbering the residual
interest of the Issuer or any of its Restricted Subsidiaries under any lease of
mobile office units, modular structures or similar equipment to third parties (i) that
is accounted for as a sale of such units, structures or equipment and (ii) the
interest in which lease is sold to a third party financing source on a nonrecourse
basis; (r) leases or subleases of mobile office units, modular structures or
similar equipment granted to others in the ordinary course of business and, consistent
with the past practice of the Issuer and its Restricted Subsidiaries and any
other lease or sublease not interfering in any material respect with the
business of the Issuer and its Restricted Subsidiaries; (s) Liens securing any
Hedging Obligations permitted under Section 4.09; (t) Liens securing Refinancing
Indebtedness to the extent such Liens do not extend to or cover any property of
the Issuer or any Restricted Subsidiary not previously subjected to Liens
relating to the Indebtedness being refinanced; (u) Liens to secure Indebtedness
incurred in a developmental financing provided by a governmental entity which
is on terms more favorable than those available (at the time of such financing)
from third party sources; provided that such Liens do not cover any property
other than the property subject to such financing, any additions and improvements
thereon and the proceeds therefrom; (v) Liens on pledges of the capital
stock of any Unrestricted Subsidiary securing any Indebtedness of such
Unrestricted Subsidiary; (w) Liens on Units and Related Assets securing
Indebtedness permitted to be incurred pursuant to a Permitted Units Financing
completed pursuant to clause (b)(12)(i) of Section 4.09; (x) Liens
upon specific items of inventory or other goods and proceeds of the Issuer or
any Restricted Subsidiary securing the Issuer’s or such Restricted Subsidiary’s
obligations in respect of bankers’ acceptances issued or created for the
account of the Issuer or such Restricted Subsidiary to facilitate the purchase,
shipment or storage of such inventory or other goods; (y) any Liens securing
Indebtedness Incurred pursuant to (1) clause (a) of Section 4.09
or (2) clause (b)(12)(ii) of Section 4.09, so long as
immediately after giving effect to the granting of such Lien and the Incurrence
of such Indebtedness (and the application of the proceeds therefrom), the
Senior Secured Leverage Ratio is less than 3.5 to 1.0; (z) Liens securing the
notes and Guarantees and, so long as the notes and Guarantees are equally and
ratably secured as required therein, other Indebtedness described in clause (d)(ii) or
(e)(ii) of Section 4.09; (aa) bankers’ Liens, rights of setoff and
other similar Liens existing solely with respect to cash and cash equivalents
on deposit in one or more accounts maintained by the Issuer or any Restricted Subsidiary,
in each case granted in the ordinary course of business in favor of the bank or
banks with which such accounts are maintained, securing amounts owing to such
bank or banks with respect to cash management and operating account
arrangements, including those involving pooled accounts and netting
arrangements; provided that in no case shall any such Liens secure (either
directly or indirectly) the repayment of any Indebtedness; (bb) Liens in favor
of customs and revenue authorities arising as a matter of law to secure payment
of customs duties in connection with


 


19





















 


the importation of goods; (cc) the filing of
UCC financing statements solely as a precautionary measure in connection with
operating leases or consignment of goods; and (dd) Liens securing Indebtedness
of any Restricted Subsidiary that is not a Subsidiary Guarantor or Subordinated
Guarantor permitted to be incurred under the Indenture; provided
that such Liens extend only to the assets of such Subsidiary.


 


“Permitted Secured Indebtedness” means Indebtedness of the
Issuer or any Restricted Subsidiary permitted to be incurred or outstanding
under this Indenture which is secured by a Permitted Lien.


 


“Permitted Units Financing” means a transaction or series of
transactions (including amendments, supplements, extensions, renewals,
replacements, refinancings or modifications thereof) pursuant to which a
Securitization Subsidiary purchases Units and Related Assets from the Issuer or
any Restricted Subsidiary and finances such Units and Related Assets through
the issuance of indebtedness or equity interests or through the sale of the
Units and Related Assets or a fractional undivided interest in the Units and
Related Assets; provided that (i) all sales of Units and Related Assets to
or by the Securitization Subsidiary are made at fair market value (as
determined in good faith by the Board of Directors of the Issuer); (ii) no
portion of the Indebtedness of a Securitization Subsidiary is guaranteed by or is
recourse to the Issuer or any Restricted Subsidiary (other than (i) recourse
of customary representations, warranties, covenants and indemnities relating
solely to title, use or condition of the Units and Related Assets subject
thereto and the Capital Stock of the Securitization Subsidiary and (ii) as
permitted under clause (b)(10)(B) of Section 4.09); and (iii) neither
the Issuer nor any Restricted Subsidiary has any obligation to maintain or
preserve the Securitization Subsidiary’s financial condition (except as
permitted by clause (ii) of this definition).


 


“Person” means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivision thereof or any other entity.


 


“Physical Notes” has the meaning provided in Section 2.01.


 


“Preferred Stock,” as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes (however designated)
which is preferred as to the payment of dividends, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such corporation.


 


“principal” of a Note means the principal of the Note plus
the premium, if any, payable on the Note which is due or overdue or is to
become due at the relevant time.


 


“Private Exchange Notes” has the meaning set forth in the
Registration Rights Agreement.


 


“Private Placement Legend” means the legend initially set
forth on the Notes in the form set forth in Section 2.15.


 


20





















 


 “Public Equity Offering”
means an underwritten primary public offering of Common Stock or common equity
of the Issuer, Williams Scotsman International or any other Person that
directly or indirectly owns 100% of the common stock of the Issuer pursuant to
an effective registration statement under the Securities Act to one or more
Persons that are not Subsidiaries of the Issuer, Williams Scotsman
International or any other such Person.


 


“Purchase Agreement” means, collectively, the two purchase
agreements dated September 20, 2005 relating to the issue and sale of the
Notes to be issued on the Issue Date.


 


“Qualified Equity
Offering” means any public or private sale of any Capital Stock
(other than Disqualified Stock) of the Issuer, Williams Scotsman International
or any other Person that directly or indirectly owns 100% of the common stock
of the Issuer to one or more Persons that are not Subsidiaries of the Issuer,
Williams Scotsman International or any other such Person.


 


“Qualified Institutional Buyer” or “QIB”
shall have the meaning specified in Rule 144A under the Securities Act.


 


“Record Date” means the Record Dates specified in the Notes.


 


“Redemption Date,” when used with respect to any Note to be
redeemed, means the date fixed for such redemption pursuant to this Indenture
and the Notes.


 


“redemption price,” when used with respect to any Note to be
redeemed, means the price fixed for such redemption, including principal and
premium, if any, pursuant to this Indenture and the Notes.


 


“Refinance” means, in respect of any Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue other Indebtedness in exchange or replacement for, such
indebtedness.  “Refinanced”
and “Refinancing” shall have correlative
meanings.


 


“Refinancing
Indebtedness” means Indebtedness that Refinances any Indebtedness of
the Issuer or any Restricted Subsidiary existing on the Issue Date or Incurred
in compliance with the Indenture including Indebtedness that Refinances
Refinancing Indebtedness; provided, however,
that (i) such Refinancing Indebtedness has a Stated Maturity no earlier
than the Stated Maturity of the Indebtedness being Refinanced, (ii) such
Refinancing Indebtedness has an Average Life at the time such Refinancing
Indebtedness is Incurred that is equal to or greater than the Average Life of
the Indebtedness being Refinanced and (iii) such Refinancing Indebtedness
has an aggregate principal amount (or if Incurred with original issue discount,
an aggregate issue price) that is equal to or less than the aggregate principal
amount (or if Incurred with original issue discount, the aggregate accreted
value) then outstanding or committed (plus fees, discounts and commissions and
expenses, including any premium and defeasance costs and accrued and unpaid
interest and preferred dividends on the Indebtedness being refinanced) under
the Indebtedness being Refinanced; provided
further, however, that Refinancing Indebtedness shall not include
(x) Indebtedness of a Restricted Subsidiary that is not a Guarantor that
Refinances Indebtedness of the Issuer or another Guarantor or (y) Indebtedness
of the Issuer or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted
Subsidiary.


 


21





















 


“Registrar” has the meaning provided in Section 2.03.


 


“Registration Rights Agreement” means the Registration Rights
Agreement dated the Issue Date among the Issuer, the Guarantors, the
Subordinated Guarantor and the Initial Purchasers (and any other registration
rights agreement relating to an obligation of the Issuer, the Guarantors and
the Subordinated Guarantor to register Initial Notes, if any, issued after the
Issue Date).


 


“Regulation S” means Regulation S under the Securities Act.


 


“Rental Equipment” means all mobile office units or other
equipment held for rental (or at the time being rented) or sale by the Issuer
and its Restricted Subsidiaries in the ordinary course of business.


 


“Representative” means, for any issue of Subordinated
Guarantor Senior Indebtedness, the agent, trustee or similar representative for
the holders of the respective issue of such Indebtedness or, in the absence of
any such representative, the holders of a majority of the outstanding amount of
such Subordinated Guarantor Senior Indebtedness.


 


“Restricted
Payment” with respect to any Person means (i) the declaration
or payment of any dividends or any other distributions of any sort in respect
of its Capital Stock (including any such payment in connection with any merger
or consolidation involving such Person) or similar payment to the direct or
indirect holders of its Capital Stock in their capacity as holders (other than
dividends or distributions payable solely in its Capital Stock (other than Disqualified
Stock) and dividends or distributions payable solely to the Issuer or a
Restricted Subsidiary, and other than pro rata dividends or other distributions
made by a Subsidiary that is not a Wholly Owned Subsidiary to minority
stockholders (or owners of an equivalent interest in the case of a Subsidiary
that is an entity other than a corporation)), (ii) the purchase,
redemption or other acquisition or retirement for value of any Capital Stock of
the Issuer or Williams Scotsman International held by any Person or of any
Capital Stock of a Restricted Subsidiary held by any Affiliate of the Issuer
(other than a Restricted Subsidiary), including the exercise of any option to
exchange any Capital Stock (other than into Capital Stock of the Issuer that is
not Disqualified Stock), (iii) the purchase, repurchase, redemption,
defeasance or other acquisition or retirement for value, prior to scheduled
maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated
Indebtedness (other than the purchase, repurchase or other acquisition of
Subordinated Indebtedness purchased in anticipation of satisfying a sinking
fund obligation, principal installment or final maturity, in each case due
within one year of the date of acquisition) or (iv) the making of any
Investment (other than a Permitted Investment) in any Person.


 


“Restricted Security” has the meaning assigned to such term
in Rule 144(a)(3) under the Securities Act; provided,
however, that the Trustee shall be
entitled to request and conclusively rely on an Opinion of Counsel with respect
to whether any Note constitutes a Restricted Security.


 


“Restricted Subsidiary” means any Subsidiary of the Issuer
that is not an Unrestricted Subsidiary.


 


“Rule 144A” means Rule 144A under the Securities
Act.


 


22





















 


“S&P” means Standard & Poor’s Rating Services, a
division of The McGraw-Hill Companies, Inc., and its successors.


 


“Sale/Leaseback Transaction” means an arrangement relating to
property now owned or hereafter acquired whereby the Issuer or a Restricted
Subsidiary transfers such property to a Person and the Issuer or a Restricted
Subsidiary leases it from such Person.


 


“SEC” means the Securities and Exchange Commission or any
successor entity.


 


“Secured Indebtedness” means any Indebtedness of the Issuer
or a Restricted Subsidiary secured by a Lien.


 


“Securities Act” means the Securities Act of 1933, as
amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Securitization Subsidiary” means a Subsidiary all the Voting
Stock (other than directors’ qualifying shares) of which is owned by the Issuer
or one or more Wholly Owned Subsidiaries which is established for the limited
purpose of acquiring and financing Units and Related Assets and engaging in
activities ancillary thereto; provided, however, that the Subordinated Guarantor shall not be a
Securitization Subsidiary.


 


“Senior Secured
Indebtedness” means, as of any date, the consolidated unsubordinated
Indebtedness of the Issuer and its Restricted Subsidiaries as of such date that
is secured by a Lien, determined in accordance with GAAP; provided that any Indebtedness incurred pursuant to a
Permitted Units Financing shall be deemed Senior Secured Indebtedness.


 


“Senior
Secured Leverage Ratio” means, as of any date of determination, the
ratio of (i) the Senior Secured Indebtedness as of such date, after giving
pro forma effect to all Incurrences and repayments of Indebtedness to be made
on such date (provided that in
determining the amount of Senior Secured Indebtedness (1) the amount of
Indebtedness under any revolving credit facility outstanding on the date of
such calculation shall be computed based on (A) the average daily balance
of such Indebtedness (and any Indebtedness under a revolving credit facility
replaced by such Indebtedness) during the most recently completed four fiscal
quarters of the Issuer or such shorter period when such facility and any
replaced facility was outstanding or (B) if such facility was created
after the end of such four fiscal quarters, the average daily balance of such
Indebtedness (and any Indebtedness under a revolving credit facility replaced
by such Indebtedness) during the period from the date of creation of such
facility to the date of the calculation and (2) all Indebtedness of the
Subordinated Guarantor that is secured by a Lien and is not subordinated in
right of payment to the Subordinated Guarantee shall be considered Senior
Secured Indebtedness) to (ii) the aggregate amount of EBITDA for the
period of the most recent four consecutive fiscal quarters for which financial
statements are available prior to such date; provided,
however, that such EBITDA shall
be calculated in the same manner as it would be calculated if the Consolidated
Coverage Ratio were being determined as of such date.


 


“Significant Subsidiary” means any Restricted Subsidiary that
would be a “Significant Subsidiary” of the Issuer within the meaning of Rule 1-02
under Regulation S-X promulgated by the SEC.


 


23


















 


“Stated Maturity” means, with respect to any security, the
date specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the happening
of any contingency unless such contingency has occurred).


 


“Subordinated Guarantee” means the subordinated guarantee of
the Notes by the Subordinated Guarantor.


 


“Subordinated Guarantor” means Willscot Equipment, LLC or any
successor thereto.


 


“Subordinated Guarantor Senior Indebtedness” means (i) all
Indebtedness and other Obligations (including Bank Products) of the
Subordinated Guarantor Incurred pursuant to the Credit Agreement (whether
Incurred pursuant to clause (b)(1) or (b)(16) of Section 4.09), and
all Indebtedness and other Obligations under any guarantee by the Subordinated
Guarantor of Indebtedness described above incurred by the Issuer or any
Guarantor, and all expenses, fees, reimbursements, indemnities, unpaid
drawings, interest (including interest at the contract rate accruing on or
after the filing of any petition in bankruptcy or reorganization relating to
the Issuer or the Subordinated Guarantor whether or not a claim for post-filing
interest is allowed in such proceeding) and other amounts owing in respect
thereof or in respect of any Bank Products and (ii) all Indebtedness of
the Subordinated Guarantor Incurred pursuant to clause (b)(2) or (b)(8) or
Incurred pursuant to clause (b)(7) in respect of Indebtedness
Incurred pursuant to clause (b)(2) or (b)(8) of Section 4.09,
and all Indebtedness under any guarantee thereof by the Subordinated Guarantor,
and all expenses, fees, reimbursements, indemnities and other amounts owing
with respect thereto; provided that
Subordinated Guarantor Senior Indebtedness will not be deemed to include (a) any
Indebtedness, guarantee or obligation of the Subordinated Guarantor which is
expressly subordinate or junior by its terms in right of payment to any other
Indebtedness, guarantee or obligations of the Subordinated Guarantor or (b) that
portion of any Indebtedness incurred in violation of Section 4.09; provided, further, that
clause (b) of the immediately preceding proviso shall not apply to
any Indebtedness which the respective lenders believed, at the time of the
extension thereof, was permitted to be incurred in accordance with Section 4.09
so long as the Issuer or its Subsidiary which was the direct obligor thereon
represented, at the time of such extension of credit, that such extension did
not violate the provisions of this Indenture. 
For the avoidance of doubt, the subordinated guarantee of the Existing
Notes by the Subordinated Guarantor does not constitute Subordinated Guarantor
Senior Indebtedness.


 


“Subordinated Indebtedness” means any Indebtedness of the
Issuer, any Guarantor or the Subordinated Guarantor (whether outstanding on the
Issue Date or thereafter Incurred), as the case may be, which, in the case of
the Issuer, is subordinate or junior in right of payment to the Notes or, in
the case of a Guarantor, to such Guarantor’s Guarantee or, in the case of the
Subordinated Guarantor, to the Subordinated Guarantee, as the case may be,
pursuant to a written agreement to that effect.


 


“Subsidiary” means, in respect of any Person, any
corporation, limited liability company, association, partnership or other
business entity of which more than 50% of the total voting power of shares of
Capital Stock or other interests (including partnership or limited liability


 


24





















 


company interests) entitled (without regard
to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by (i) such Person, (ii) such Person and one or more
Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.


 


“Subsidiary Guarantors” means, initially, Space Master
International, Inc., Evergreen Mobile Company, Truck & Trailer
Sales, Inc. and Williams Scotsman of Canada, Inc. and any other
Restricted Subsidiary of the Issuer (other than the Subordinated Guarantor)
that guarantees the Notes under the Indenture.


 


“Successor Issuer” shall have the meaning set forth in Section 5.01.


 


“Tax Sharing Agreement” the existing tax sharing agreement (titled
“Tax Sharing Agreement” and dated as of June 28, 2005) currently in effect
between the Issuer and Williams Scotsman International (the “Existing Tax
Sharing Agreement”) and any future tax sharing agreement; provided that the
amount of payment under such tax sharing agreement shall not exceed the amount
of taxes for which the Issuer and its Restricted Subsidiaries would have been
liable for under the Existing Tax Sharing Agreement.


 


“Temporary Cash Investments” means any of the following:


 


(i)            any
investment in direct obligations of the United States of America or any agency
thereof or obligations guaranteed by the United States of America or any agency
thereof,


 


(ii)           investments
in demand and time deposit accounts, certificates of deposit or acceptance and
money market deposits maturing within one year of the date of acquisition
thereof issued by a financial institution which is organized under the laws of
the United States of America, any state thereof or any foreign country
recognized by the United States, and which financial institution has capital,
surplus and undivided profits aggregating in excess of $50,000,000 (or the
foreign currency equivalent thereof) and has outstanding debt which is rated “A”
(or such similar equivalent rating) or higher by at least one nationally
recognized statistical rating organization (as defined in Rule 436 under
the Securities Act) or any money market fund sponsored by a registered
broker-dealer or mutual fund distributor,


 


(iii)          repurchase
obligations with a term of not more than 30 days for underlying securities of
the types described in clause (i) above entered into with a financial
institution meeting the qualifications described in clause (ii) above,


 


(iv)          investments
in commercial paper, maturing not more than one year after the date of
acquisition, issued by a Person (other than an Affiliate of the Issuer)
organized and in existence under the laws of the United States of America or
any foreign country recognized by the United States of America with a rating at
the time as of which any investment therein is made of “P-1” (or higher)
according to Moody’s or “A-1” (or higher) according to S&P,


 


25





















 


(v)           investments
in securities with maturities of one year or less from the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the
United States of America, or by any political subdivision or taxing authority
thereof, and rated at least “A” by S&P or “A” by Moody’s, and


 


(vi)          investments
in money market or other mutual funds, substantially all of the assets of which
comprise items described in (i), (ii), (iv) and/or (v) above.


 


“Tender Offers” means the tender offers and consent
solicitations with respect to the Existing Notes, as described in the Offering
Memorandum under “Refinancing Transactions.”


 


“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb),
as amended, as in effect on the date of this Indenture, except as otherwise
provided in Section 9.03.


 


“Transactions” means (i) the issuance and sale of the
Initial Notes on the Issue Date, (ii) the borrowings under the Credit
Agreement to occur on the Issue Date, (iii) the IPO, (iv) the
consummation of the Tender Offers and (v) the payment of fees and expenses
with respect to the foregoing, all as described in the Offering Memorandum.


 


“Treasury Rate” has the meaning provided in Section 3.03.


 


“Trust Officer” means when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such person’s knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.


 


“Trustee” means the party named as such in this Indenture
until a successor replaces it in accordance with the provisions of this
Indenture and thereafter means such successor.


 


“Units and Related Assets” means mobile office units, modular
structures or other equipment leased or sold to a similar customer base,
leases, general intangibles and other similar assets, in each case, relating to
such mobile office units, modular structures or other equipment, related
contractual rights, guarantees, insurance proceeds, collections, other related
assets and proceeds of all of the foregoing.


 


“Unrestricted Notes” means one or more Notes that do not and
are not required to bear the Private Placement Legend in the form set forth in Section 2.15,
including, without limitation, the Exchange Notes.


 


“Unrestricted Subsidiary” means (i) any Subsidiary of
the Issuer that at the time of determination shall be designated an
Unrestricted Subsidiary by the Board of Directors in the manner provided below
and (ii) any Subsidiary of an Unrestricted Subsidiary; provided, however, that
the Subordinated Guarantor shall not be, or be designated as, an Unrestricted
Subsidiary.  Williams Scotsman Europe,
S.L., Williams Scotsman Mexico S. de R.L. de C.V. and


 


26





















 


W S Servicios de Mexico, S. de R.L. de C.V.
are Unrestricted Subsidiaries as of the Issue Date.  The Board of Directors may designate any
Subsidiary of the Issuer (including any newly acquired or newly formed
Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of
its Subsidiaries owns any Capital Stock of any other Subsidiary of the Issuer
that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that
either (A) the Subsidiary to be so designated has total assets of $1,000
or less or (B) if such Subsidiary has assets greater than $1,000, such
designation would be permitted under Section 4.07 or as a Permitted
Investment.  The Board of Directors may
designate any Unrestricted Subsidiary (other than a Guarantor) to be a
Restricted Subsidiary; provided, however, that immediately after giving effect to such designation
no Default shall have occurred and be continuing (or would result
therefrom).  Any such designation by the
Board of Directors shall be made by the Issuer to the Trustee by promptly
filing with the Trustee a copy of the Board Resolution giving effect to such
designation and an Officers’ Certificate certifying that such designation
complied with the foregoing provisions.


 


“U.S. Government Obligations” means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable at the issuer’s option.


 


“U.S. Legal Tender” means such coin or currency of the United
States of America for payment of which the full faith and credit of the United
States of America is pledged.


 


“Voting Stock” of a Person means all classes of Capital Stock
or other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees
thereof.


 


“Wholly Owned Subsidiary” means a Restricted Subsidiary all
the Capital Stock of which (other than directors’ qualifying shares) is owned
by the Issuer or one or more Wholly Owned Subsidiaries.


 


“Williams Scotsman International” means Williams Scotsman
International, Inc. and its successors.


 


SECTION 1.02.                                              Incorporation
by Reference of TIA.


 


Whenever this
Indenture refers to a provision of the TIA, such provision is incorporated by
reference in, and made a part of, this Indenture.  The following TIA terms used in this Indenture
have the following meanings:


 


“indenture securities” means the Notes.


 


“indenture security holder” means a Holder.


 


“indenture to be qualified” means this Indenture.


 


“indenture trustee” or “institutional trustee”
means the Trustee.


 


27





















 


“obligor” on this Indenture securities means the Issuer or
any other obligor on the Notes.


 


All other TIA
terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule and not otherwise
defined herein have the meanings assigned to them therein.


 


SECTION 1.03.                                              Rules of
Construction.


 


Unless the
context otherwise requires:


 


(1)           a
term has the meaning assigned to it;


 


(2)           an
accounting term not otherwise defined has the meaning assigned to it in accordance
with GAAP;


 


(3)           “or”
is not exclusive;


 


(4)           words
in the singular include the plural, and words in the plural include the
singular;


 


(5)           “herein,”
“hereof” and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision; and


 


(6)           any
reference to a statute, law or regulation means that statute, law or regulation
as amended and in effect from time to time and includes any successor statute,
law or regulation; provided, however, that any reference to the Bankruptcy Law shall mean
the Bankruptcy Law as applicable to the relevant case.


 


ARTICLE II


 


THE NOTES


 


SECTION 2.01.                                              Form and
Dating.


 


The Initial
Notes and the Trustee’s certificate of authentication relating thereto shall be
substantially in the form of Exhibit A hereto.  The Exchange Notes and the Trustee’s
certificate of authentication relating thereto shall be substantially in the
form of Exhibit B hereto. 
The Notes may have notations, legends or endorsements required by law,
stock exchange rule or depository rule or usage.  The Issuer and the Trustee shall approve the
form of the Notes and any notation, legend or endorsement on them.  If required, the Notes may bear the
appropriate legend regarding any original issue discount for federal income tax
purposes.  Each Note shall be dated the
date of its issuance and shall show the date of its authentication.  Each Note shall have an executed Guarantee
from each of the Guarantors and an executed Subordinated Guarantee from the
Subordinated Guarantor endorsed thereon substantially in the forms of Exhibits E
and F hereto, respectively.


 


28





















 


The terms and
provisions contained in the Notes, annexed hereto as Exhibits A and
B, shall constitute, and are hereby expressly made, a part of this
Indenture and, to the extent applicable, the Issuer, the Guarantors, the
Subordinated Guarantor and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound
thereby.


 


Notes sold in
reliance on Rule 144A and Notes offered and sold in reliance on Regulation
S shall be issued initially in the form of one or more permanent global Notes
in registered form, substantially in the form set forth in Exhibit A
(the “Global Note”), deposited with the
Trustee, as custodian for the Depository, duly executed by the Issuer (and
having an executed Guarantee and Subordinated Guarantee endorsed thereon) and
authenticated by the Trustee as hereinafter provided and shall bear the legend
set forth in Section 2.15.  The
aggregate principal amount of the Global Note may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depository, as hereinafter provided.


 


Notes issued
in exchange for interests in a Global Note pursuant to Section 2.16 or
Notes originally purchased by or transferred to Institutional Accredit
Investors who are not QIBs will be issued in the form of permanent certificated
Notes in registered form in substantially the form set forth in Exhibit A
(the “Physical Notes”).  All Notes offered and sold in reliance on
Regulation S shall remain in the form of a Global Note until the consummation
of the Exchange Offer pursuant to the applicable Registration Rights Agreement;
provided, however,
that all of the time periods specified in the applicable Registration Rights
Agreement to be complied with by the Issuer have been so complied with.


 


SECTION 2.02.                                              Execution
and Authentication; Aggregate Principal Amount.


 


Two Officers,
or an Officer and an Assistant Secretary of the Issuer and each Guarantor and
the Subordinated Guarantor, shall sign, or one Officer shall sign and one
Officer or an Assistant Secretary (each of whom shall, in each case, have been
duly authorized by all requisite corporate or other actions) shall attest to,
the Notes for the Issuer, the Guarantees for the Guarantors and the
Subordinated Guarantee for the Subordinated Guarantor by manual or facsimile
signature.


 


If an Officer
or Assistant Secretary whose signature is on a Note, a Guarantee or a
Subordinated Guarantee was an Officer or Assistant Secretary at the time of
such execution but no longer holds that office or position at the time the
Trustee authenticates the Note, the Note shall nevertheless be valid.


 


A Note shall
not be valid until an authorized signatory of the Trustee manually signs the
certificate of authentication on the Note. 
The signature shall be conclusive evidence that the Note has been
authenticated under this Indenture.


 


The Trustee
shall authenticate (i) Initial Notes for original issue on the Issue Date
in the aggregate principal amount not to exceed $350,000,000, (ii) Private
Exchange Notes from time to time only in exchange for a like principal amount
of Initial Notes issued on the Issue Date and (iii) Unrestricted Notes
from time to time only in exchange for a like principal amount of Initial Notes
or Private Exchange Notes being exchanged, in each case upon a written order of


 


29





















 


the Issuer in the form of an Officers’
Certificate of the Issuer.  Subject to
compliance with Sections 4.09 and 4.14, additional notes (the “Additional Notes”),
whether as Initial Notes or Unrestricted Notes, and in the case of Initial
Notes, any Private Exchange Notes or Unrestricted Notes issued in exchange for
such Initial Notes in unlimited amounts may be issued from time to time, upon
written order of the Issuer in the form of an Officers’ Certificate of the
Issuer.  Each such written order shall
specify the amount of Notes to be authenticated and the date on which the Notes
are to be authenticated, whether the Notes are to be Initial Notes, Private
Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as
Physical Notes or Global Notes or such other information as the Trustee may
reasonably request.  In addition, with
respect to authentication pursuant to clauses (ii) or (iii) of the
first sentence of this paragraph, the first such written order from the Issuer
shall be accompanied by an Opinion of Counsel of the Issuer in a form reasonably
satisfactory to the Trustee stating that the issuance of the Private Exchange
Notes or the Unrestricted Notes, as the case may be, complies with this
Indenture and has been duly authorized by the Issuer.


 


In the event that
the Issuer shall issue and the Trustee shall authenticate any Notes issued
under this Indenture subsequent to the Issue Date, the Issuer shall use its
commercially reasonable efforts to obtain the same “CUSIP” number for such
Notes as is printed on the Notes of the same type (i.e., Initial Notes, Private
Exchange Notes or Unrestricted Notes, as applicable) outstanding at such time; provided, however, that
if any series of Notes issued under this Indenture subsequent to the Issue Date
is determined, pursuant to an Opinion of Counsel of the Issuer in a form
reasonably satisfactory to the Trustee, to be a different class of security
than the Notes outstanding at such time for federal income tax purposes or if
the Issuer is unable to use such “CUSIP” numbers for any other reason set forth
by the counsel giving such Opinion of Counsel, the Issuer may obtain a “CUSIP”
number for such Notes that is different than the “CUSIP” number printed on the
Notes then outstanding.  Notwithstanding
the foregoing, all Notes issued under this Indenture shall vote and consent
together on all matters as one class and no series of Notes will have the right
to vote or consent as a separate class on any matter.


 


The Trustee
may appoint an authenticating agent (the “Authenticating Agent”)
reasonably acceptable to the Issuer to authenticate Notes.  Unless otherwise provided in the appointment,
an Authenticating Agent may authenticate Notes whenever the Trustee may do
so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such Authenticating
Agent.  An Authenticating Agent has the
same rights as an Agent to deal with the Issuer or with any Affiliate of the
Issuer.


 


The Notes
shall be issuable in fully registered form only, without coupons, in denominations
of $1,000 and any integral multiple thereof.


 


SECTION 2.03.                                              Registrar
and Paying Agent.


 


The Issuer
shall maintain an office or agency (which shall be located in the Borough of
Manhattan in the City of New York, State of New York) where (a) Notes may
be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may be presented or surrendered
for payment (“Paying Agent”) and (c) notices
and demands to or upon the Issuer in respect of the Notes and this Indenture
may be served.  The Registrar shall keep
a register of the Notes and of their transfer and exchange.  The Issuer, upon prior written notice to


 


30





















 


the Trustee, may have one or more
co-Registrars and one or more additional paying agents reasonably acceptable to
the Trustee.  The term “Paying Agent”
includes any additional Paying Agent. 
The Issuer may act as its own Paying Agent.


 


The Issuer
shall enter into an appropriate agency agreement with any Agent not a party to
this Indenture, which agreement shall incorporate the provisions of the TIA and
implement the provisions of this Indenture that relate to such Agent.  The Issuer shall notify the Trustee, in
advance, of the name and address of any such Agent.  If the Issuer fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act
as such.


 


The Issuer
initially appoints the Trustee as Registrar, Paying Agent and agent for service
of demands and notices in connection with the Notes, until such time as the Trustee
has resigned or a successor has been appointed. 
Any of the Registrar, the Paying Agent or any other agent may resign
upon 30 days’ notice to the Issuer.


 


SECTION 2.04.                                              Paying
Agent To Hold Assets in Trust.


 


The Issuer
shall require each Paying Agent other than the Trustee to agree in writing that
such Paying Agent shall hold in trust for the benefit of the Holders or the
Trustee all assets held by the Paying Agent for the payment of principal of,
premium, if any, or interest on, the Notes (whether such assets have been
distributed to it by the Issuer or any other obligor on the Notes), and the
Issuer and the Paying Agent shall notify the Trustee of any Default by the
Issuer (or any other obligor on the Notes) in making any such payment.  The Issuer at any time may require a Paying
Agent to distribute all assets held by it to the Trustee and account for any
assets disbursed and the Trustee may at any time during the continuance of any
payment Default, upon written request to a Paying Agent, require such Paying
Agent to distribute all assets held by it to the Trustee and to account for any
assets distributed.  Upon distribution to
the Trustee of all assets that shall have been delivered by the Issuer to the Paying
Agent, the Paying Agent shall have no further liability for such assets.


 


SECTION 2.05.                                              Holder
Lists.


 


The Trustee
shall preserve in as current a form as is reasonably practicable the most
recent list available to it of the names and addresses of the Holders.  If the Trustee is not the Registrar, the
Issuer shall furnish or cause the Registrar to furnish to the Trustee before
each Record Date and at such other times as the Trustee may request in writing
a list as of such date and in such form as the Trustee may reasonably require
of the names and addresses of the Holders, which list may be conclusively
relied upon by the Trustee.


 


SECTION 2.06.                                              Transfer
and Exchange.


 


When Notes are
presented to the Registrar or a co-Registrar with a request to register the
transfer of such Notes or to exchange such Notes for an equal principal amount
of Notes or other authorized denominations, the Registrar or co-Registrar shall
register the transfer or make the exchange as requested if its requirements for
such transaction are met; provided, however, that the Notes presented or surrendered for
registration of transfer or exchange shall be duly endorsed or accompanied by a
written instrument of transfer in form satisfactory to the Issuer, the Trustee
and the Registrar or co-Registrar, duly executed by the Holder thereof or his
attorney


 


31





















 


duly authorized in writing.  To permit registration of transfers and
exchanges, the Issuer shall execute and the Trustee shall authenticate Notes
and each of the Guarantors shall execute a Guarantee thereon and the
Subordinated Guarantor shall execute a Subordinated Guarantee thereon at the
Registrar’s or co-Registrar’s request. 
No service charge shall be made for any registration of transfer or exchange,
but the Issuer may require payment of a sum sufficient to cover any transfer
tax, fee or similar governmental charge payable in connection therewith (other
than any such transfer taxes or similar governmental charge payable upon
exchanges or transfers pursuant to Sections 2.10, 3.04, 4.11, 4.12 or 9.05, in
which event the Issuer shall be responsible for the payment of such taxes).


 


The Registrar
or co-Registrar shall not be required to register the transfer of or exchange
of any Note (i) during a period beginning at the opening of business 15
days before the mailing of a notice of redemption of Notes and ending at the
close of business on the day of such mailing and (ii) selected for
redemption in whole or in part pursuant to Article III, except the unredeemed
portion of any Note being redeemed in part.


 


Any Holder of
a beneficial interest in a Global Note shall, by acceptance of such Global
Note, agree that transfers of beneficial interests in such Global Notes may be
effected only through a book entry system maintained by the Holder of such
Global Note (or its agent), and that ownership of a beneficial interest in the
Note shall be required to be reflected in a book entry system.


 


The Trustee,
Registrar or co-Registrar shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of
any interest in any Note (including any transfers between or among Agent Members
or beneficial owners of interests in any Global Note) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.


 


SECTION 2.07.                                              Replacement
Notes.


 


If a mutilated
Note is surrendered to the Trustee or if the Holder of a Note claims that the
Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and
the Trustee shall authenticate a replacement Note and each of the Guarantors
shall execute a Guarantee thereon and the Subordinated Guarantor shall execute
a Subordinated Guarantee thereon if the Trustee’s requirements are met.  If required by the Trustee or the Issuer,
such Holder must provide an indemnity bond or other indemnity of reasonable
tenor, sufficient in the reasonable judgment of the Issuer, the Guarantors and
the Trustee, to protect the Issuer, the Guarantors, the Subordinated Guarantor,
the Trustee or any Agent from any loss which any of them may suffer if a Note
is replaced.  Every replacement Note
shall constitute an additional obligation of the Issuer, the Guarantors and the
Subordinated Guarantor.


 


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SECTION 2.08.                                              Outstanding
Notes.


 


Notes
outstanding at any time are all the Notes that have been authenticated by the
Trustee except those canceled by it, those delivered to it for cancellation and
those described in this Section as not outstanding.  Subject to the provisions of Section 2.09,
a Note does not cease to be outstanding because an Issuer or any of its
Affiliates holds the Note.


 


If a Note is
replaced pursuant to Section 2.07 (other than a mutilated Note surrendered
for replacement), it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Note is held by a bona
fide purchaser.  A mutilated Note ceases to be outstanding
upon surrender of such Note and replacement thereof pursuant to Section 2.07.


 


If on a
Redemption Date or the Maturity Date the Paying Agent holds U.S. Legal Tender
or U.S. Government Obligations sufficient to pay all of the principal, premium,
if any, and interest due on the Notes payable on that date and is not
prohibited from paying such money to the Holders thereof pursuant to the terms
of this Indenture, then on and after that date such Notes shall be deemed not
to be outstanding and interest on them shall cease to accrue.


 


SECTION 2.09.                                              Treasury
Notes.


 


In determining
whether the Holders of the required principal amount of Notes have concurred in
any direction, waiver, consent or notice, Notes owned by the Issuer or an
Affiliate of the Issuer shall be considered as though they are not outstanding,
except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Notes which
a Trust Officer of the Trustee actually knows are so owned shall be so considered.  The Issuer shall notify the Trustee, in
writing, when it or, to its knowledge, any of its Affiliates repurchases or
otherwise acquires Notes, of the aggregate principal amount of such Notes so
repurchased or otherwise acquired and such other information as the Trustee may
reasonably request and the Trustee shall be entitled to rely thereon.


 


SECTION 2.10.                                              Temporary
Notes.


 


Until
definitive Notes are ready for delivery, the Issuer may prepare and the Trustee
shall authenticate temporary Notes upon receipt of a written order of the
Issuer in the form of an Officers’ Certificate. 
The Officers’ Certificate shall specify the amount of temporary Notes to
be authenticated and the date on which the temporary Notes are to be authenticated.  Temporary Notes shall be substantially in the
form of definitive Notes but may have variations that the Issuer considers
appropriate for temporary Notes and so indicate in the Officers’
Certificate.  Without unreasonable delay,
the Issuer shall prepare, the Trustee shall authenticate and the Guarantors
shall execute Guarantees on, and the Subordinated Guarantor shall execute a
Subordinated Guarantee thereon upon receipt of a written order of the Issuer
pursuant to Section 2.02, definitive Notes in exchange for temporary Notes.


 


SECTION 2.11.                                              Cancellation.


 


The Issuer at
any time may deliver Notes to the Trustee for cancellation.  The Registrar and the Paying Agent shall
forward to the Trustee any Notes surrendered to them for transfer, exchange or
payment.  The Trustee, or at the
direction of the Trustee, the Registrar or


 


33





















 


the Paying Agent, and no one else, shall
cancel and, shall return to the Issuer all Notes surrendered for transfer,
exchange, payment or cancellation.  Subject
to Section 2.07, the Issuer may not issue new Notes to replace Notes that
they have paid or delivered to the Trustee for cancellation.  If the Issuer shall acquire any of the Notes,
such acquisition shall not operate as a redemption or satisfaction of the
Indebtedness represented by such Notes unless and until the same are
surrendered to the Trustee for cancellation pursuant to this Section 2.11.  Any Notes so acquired by or on behalf of the
Issuer shall be surrendered to the Trustee for cancellation pursuant to this Section 2.11.


 


SECTION 2.12.                                              Defaulted
Interest.


 


The Issuer
will pay interest on overdue principal from time to time on demand at the rate
of interest then borne by the Notes.  The
Issuer shall, to the extent lawful, pay interest on overdue installments of
interest (without regard to any applicable grace periods) from time to time on
demand at the rate of interest then borne by the Notes.  Interest will be computed on the basis of a
360-day year comprised of twelve 30-day months, and, in the case of a partial
month, the actual number of days elapsed.


 


If the Issuer
defaults in a payment of interest on the Notes, it shall pay the defaulted
interest, plus (to the extent lawful) any interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date,
which special record date shall be the fifteenth day next preceding the date
fixed by the Issuer for the payment of defaulted interest or the next
succeeding Business Day if such date is not a Business Day.  The Issuer shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note
and the date of the proposed payment (a “Default Interest Payment
Date”), and at the same time the Issuer shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such defaulted interest or shall make arrangements reasonably satisfactory
to the Trustee for such deposit on or prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such defaulted interest as provided in this Section; provided, however, that
in no event shall the Issuer deposit monies proposed to be paid in respect of
defaulted interest later than 11:00 a.m. New York City time of the
proposed Default Interest Payment Date. 
At least 15 days before the subsequent special record date, the Issuer
shall mail (or cause to be mailed) to each Holder, as of a recent date selected
by the Issuer, with a copy to the Trustee, a notice that states the subsequent
special record date, the payment date and the amount of defaulted interest, and
interest payable on such defaulted interest, if any, to be paid.  Notwithstanding the foregoing, any interest
which is paid prior to the expiration of the 30-day period set forth in Section 6.01(a) shall
be paid to Holders as of the regular record date for the Interest Payment Date
for which interest has not been paid. 
Notwithstanding the foregoing, the Issuer may make payment of any
defaulted interest in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange.


 


SECTION 2.13.                                              CUSIP
Number.


 


The Issuer in
issuing the Notes may use a “CUSIP” number, and, if so, the Trustee shall use
the CUSIP number in notices of redemption or exchange as a convenience to
Holders; provided, however,
that no representation is hereby deemed to be made by the Trustee as to


 


34





















 


the correctness or accuracy of the CUSIP
number printed in the notice or on the Notes, and that reliance may be placed
only on the other identification numbers printed on the Notes.  The Issuer shall promptly notify the Trustee
of any change in the CUSIP number.


 


SECTION 2.14.                                              Deposit
of Monies.


 


Prior to 11:00 a.m.
New York City time on each Interest Payment Date, Maturity Date, Redemption
Date, Change of Control repurchase date and Excess Proceeds Payment Date, the
Issuer shall have deposited with the Paying Agent in immediately available
funds money sufficient to make cash payments, if any, due on such Interest
Payment Date, Maturity Date, Redemption Date, Change of Control repurchase date
and Excess Proceeds Payment Date, as the case may be, in a timely manner which
permits the Paying Agent to remit payment to the Holders on such Interest
Payment Date, Maturity Date, Redemption Date, Change of Control repurchase date
and Excess Proceeds Payment Date, as the case may be.


 


SECTION 2.15.                                              Restrictive
Legends.


 


Each Global
Note and Physical Note that constitutes a Restricted Security or is sold in
compliance with Regulation S shall bear the following legend (the “Private Placement Legend”) on the face thereof until after
the second anniversary of the later of the date such Global Note or Physical
Note, as the case may be, is originally issued and the last date on which the
Issuer or any Affiliate of the Issuer was the owner of such Note (or any
predecessor security) (or such shorter period of time as permitted by Rule 144(k)
under the Securities Act or any successor provision thereunder) (or such longer
period of time as may be required under the Securities Act or applicable state
securities laws in the opinion of counsel for the Issuer, unless otherwise
agreed by the Issuer and the Holder thereof):


 


THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.PERSONS EXCEPT AS SET FORTH
BELOW.  BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN “ACCREDITED
INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE
SECURITIES ACT), (AN “ACCREDITED INVESTOR”) OR (C) IT IS NOT A U.S. PERSON
AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO
YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER
THIS NOTE EXCEPT (A) TO WILLIAMS SCOTSMAN, INC. (THE “COMPANY”), WILLIAMS
SCOTSMAN INTERNATIONAL, INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE
UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED
INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES


 


35





















 


(OR HAS FURNISHED ON ITS BEHALF BY A U.S.
BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS
AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF
WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE
THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER
THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS)
OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM
THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.  IN CONNECTION WITH ANY TRANSFER
OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY,
IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO
SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY
REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.  AS USED HEREIN, THE
TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE
MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.


 


Each Global
Note shall also bear the following legend on the face thereof:


 


UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A
NOMINEE OF THE DEPOSITORY, OR BY ANY SUCH NOMINEE OF THE DEPOSITORY, OR BY THE
DEPOSITORY OR NOMINEE OF SUCH SUCCESSOR DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE


 


36





















 


OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE &
CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
WITH THE RESTRICTIONS SET FORTH IN SECTION 2.17 OF THE INDENTURE.


 


SECTION 2.16.                                              Book-Entry
Provisions for Global Note.


 


(a)           The
Global Notes initially shall (i) be registered in the name of the
Depository or the nominee of such Depository, (ii) be delivered to the
Trustee as custodian for such Depository and (iii) bear legends as set
forth in Section 2.15.


 


Members of, or
participants in, the Depository (“Agent Members”)
shall have no rights under this Indenture with respect to any Global Note held
on their behalf by the Depository, or the Trustee as its custodian, or under
the Global Notes, and the Depository may be treated by the Issuer, the Trustee
and any Agent of the Issuer or the Trustee as the absolute owner of such Global
Note for all purposes whatsoever. 
Notwithstanding the foregoing, nothing herein shall prevent the Issuer,
the Trustee or any Agent of the Issuer or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Note.


 


(b)           Transfers
of a Global Note shall be limited to transfers in whole, but not in part, to
the Depository, its successors or their respective nominees.  Interests of beneficial owners in a Global
Note may be transferred or exchanged for Physical Notes in accordance with the rules and
procedures of the Depository and the provisions of Section 2.17.  In addition, Physical Notes shall be
transferred to all beneficial owners in exchange for their beneficial interests
in a Global Note if (i) the Depository notifies the Issuer that it is
unwilling or unable to continue as Depository for the Global Notes and a
successor depositary is not appointed by the Issuer within 90 days of such
notice or (ii) an Event of Default has occurred and is continuing and the
Registrar has received a written request from the Depository to issue Physical
Notes.


 


(c)           In
connection with any transfer or exchange of a portion of the beneficial
interest in a Global Note to beneficial owners pursuant to paragraph (b), the
Registrar shall (if one or more Physical Notes are to be issued) reflect on its
books and records the date and a decrease in the principal amount of such
Global Note in an amount equal to the principal amount of the beneficial
interest in the Global Note to be transferred, and the Issuer shall execute,
the Guarantors shall execute Guarantees on and the Subordinated Guarantor shall
execute a Subordinated Guarantee thereon, and the Trustee shall authenticate
and deliver, one or more Physical Notes of like tenor and amount.


 


37





















 


(d)           In
connection with the transfer of an entire Global Note to beneficial owners
pursuant to paragraph (b), such Global Note shall be deemed to be surrendered
to the Trustee for cancellation, and the Issuer shall execute, the Guarantors
shall execute Guarantees on and the Subordinated Guarantor shall execute a
Subordinated Guarantee thereon and the Trustee shall authenticate and deliver,
to each beneficial owner identified by the Depository in exchange for its
beneficial interest in the Global Note, an equal aggregate principal amount of
Physical Notes of authorized denominations


 


(e)           Any
Physical Note constituting a Restricted Security delivered in exchange for an interest
in a Global Note pursuant to paragraph (b) or (c) shall, except as
otherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.17,
bear the legend regarding transfer restrictions applicable to the Physical
Notes set forth in Section 2.15.


 


(f)            The
Holder of a Global Note may grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent Members,
to take any action which a Holder is entitled to take under this Indenture or
the Notes.


 


SECTION 2.17.                                              Special
Transfer Provisions.


 


(a)           Transfers
to Non-QIB Institutional Accredited Investors and Non-U.S. Persons.  The following provisions shall apply with
respect to the registration of any proposed transfer of a Note constituting a
Restricted Security to any Institutional Accredited Investor which is not a QIB
or to any Non-U.S. Person:


 


(i)            the
Registrar shall register the transfer of any Note constituting a Restricted
Security whether or not such Note bears the Private Placement Legend, if (x)
the requested transfer is after the second anniversary of the Issue Date (provided, however, that
neither the Issuer nor any Affiliate of the Issuer has held any beneficial
interest in such Note, or portion thereof, at any time on or prior to the
second anniversary of the date such Note is originally issued) or (y) (1) in
the case of a transfer to an Institutional Accredited Investor which is not a
QIB (excluding Non-U.S. Persons), the proposed transferee has delivered to the
Registrar a certificate substantially in the form of Exhibit C
hereto and any legal opinions and certifications required thereby (except in
the case of a transfer of a Note subsequent to the initial transfer, the
provisions of paragraph 1 of Exhibit C shall not apply) or (2) in the
case of a transfer to a Non-U.S. Person, the proposed transferor has delivered
to the Registrar a certificate substantially in the form of Exhibit D
hereto; and


 


(ii)           if
the proposed transferor is an Agent Member holding a beneficial interest in the
Global Note, upon receipt by the Registrar of (x) the certificate, if any,
required by paragraph (i) above and (y) written instructions given in
accordance with the Depository’s and the Registrar’s procedures,


 


whereupon (a) the
Registrar shall reflect on its books and records the date and (if the transfer
does not involve a transfer of outstanding Physical Notes) a decrease in the
principal amount of such Global Note in an amount equal to the principal amount
of the beneficial interest in the Global Note to be transferred, and (b) the
Issuer shall execute, the Guarantors shall execute the


 


38





















 


Guarantees on
and the Subordinated Guarantor shall execute a Subordinated Guarantee thereon
and the Trustee shall authenticate and make available for delivery one or more
Physical Notes of like tenor and amount.


 


(b)           Transfers
to QIBs.  The following provisions
shall apply with respect to the registration of any proposed transfer of a Note
constituting a Restricted Security to a QIB (excluding transfers to Non-U.S.
Persons):


 


(i)            the
Registrar shall register the transfer if such transfer is being made by a
proposed transferor who has checked the box provided for on the form of Note
stating, or has otherwise advised the Issuer and the Registrar in writing, that
the sale has been made in compliance with the provisions of Rule 144A to a
transferee who has signed the certification provided for on the form of Note
stating, or has otherwise advised the Issuer and the Registrar in writing, that
it is purchasing the Note for its own account or an account with respect to
which it exercises sole investment discretion and that it and any such account
is a QIB within the meaning of Rule 144A, and is aware that the sale to it
is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Issuer as it has requested pursuant to Rule 144A
or has determined not to request such information and that it is aware that the
transferor is relying upon its foregoing representations in order to claim the
exemption from registration provided by Rule 144A; and


 


(ii)           if
the proposed transferee is an Agent Member, and the Notes to be transferred
consist of Physical Notes which after transfer are to be evidenced by an
interest in a Global Note, upon receipt by the Registrar of written
instructions given in accordance with the Depository’s and the Registrar’s
procedures, the Registrar shall reflect on its books and records the date and
an increase in the principal amount of such Global Note in an amount equal to
the principal amount of the Physical Notes to be transferred, and the Trustee
shall cancel the Physical Notes so transferred.


 


(c)           Private
Placement Legend.  Upon the transfer,
exchange or replacement of Notes not bearing the Private Placement Legend, the
Registrar shall deliver Notes that do not bear the Private Placement
Legend.  Upon the transfer, exchange or
replacement of Notes bearing the Private Placement Legend, the Registrar shall
deliver only Notes that bear the Private Placement Legend unless (i) the
requested transfer is after the second anniversary of the date such Notes were
originally issued (provided, however, that neither the Issuer nor any Affiliate of the
Issuer has held any beneficial interest in such Note, or portion thereof, at
any time prior to or on the second anniversary of the date such Notes were
originally issued), or (ii) there is delivered to the Registrar an Opinion
of Counsel reasonably satisfactory to the Issuer and the Trustee to the effect
that neither such legend nor the related restrictions on transfer are required
in order to maintain compliance with the provisions of the Securities Act.


 


(d)           General.  By its acceptance of any Note bearing the
Private Placement Legend, each Holder of such a Note acknowledges the
restrictions on transfer of such Note set forth in this Indenture and in the
Private Placement Legend and agrees that it will transfer such Note only as provided
in this Indenture.


 


39





















 


The Registrar
shall retain copies of all letters, notices and other written communications
received pursuant to Section 2.16 or this Section 2.17.  The Issuer shall have the right to inspect
and make copies of all such letters, notices or other written communications at
any reasonable time during the Registrar’s normal business hours upon the
giving of reasonable written notice to the Registrar.


 


(e)           Transfers
of Notes Held by Affiliates.  Any certificate
(i) evidencing a Note that has been transferred to an Affiliate of an
Issuer within two years after the date such Note is originally issued, as
evidenced by a notation on the Assignment Form for such transfer or in the
representation letter delivered in respect thereof or (ii) evidencing a
Note that has been acquired from an Affiliate (other than by an Affiliate) in a
transaction or a chain of transactions not involving any public offering,
shall, until two years after the last date on which either the Issuer or any
Affiliate of the Issuer was an owner of such Note, in each case, bear a legend
in substantially the form set forth in Section 2.15 hereof, unless
otherwise agreed by the Issuer (with written notice thereof to the Trustee).


 


SECTION 2.18.                                              Liquidated
Damages Under Registration Rights Agreement.


 


Under certain
circumstances, the Issuer shall be obligated to pay certain liquidated damages
to the Holders, all as set forth in the applicable Registration Rights
Agreement applicable to such Holders. 
The terms thereof are hereby incorporated herein by reference.  Notwithstanding such incorporation by
reference, the Trustee shall have no duties or obligations under any
Registration Rights Agreement.  The
Issuer shall notify the Trustee if any Additional Interest is payable on the
Notes no later than fifteen days prior to the proposed payment date for such
Additional Interest.  The Trustee shall
not at any time be under any duty or responsibility to any holder of Notes to
determine the amount of Additional Interest, or with respect to the nature,
extent, or calculation of the amount of Additional Interest owed, or with
respect to the method employed in such calculation of Additional Interest.


 


ARTICLE III


 


REDEMPTION


 


SECTION 3.01.                                              Notices
to Trustee.


 


If the Issuer
elects to redeem Notes pursuant to Paragraph 6 of the Notes and Section 3.03,
it shall notify the Trustee and the Paying Agent in writing of the Redemption
Date and the principal amount of the Notes to be redeemed.


 


The Issuer
shall give each notice provided for in this Section 3.01 45 days before
the Redemption Date (unless a shorter notice period shall be satisfactory to
the Trustee, as evidenced in a writing signed on behalf of the Trustee),
together with an Officers’ Certificate stating that such redemption shall comply
with the conditions contained herein and in the Notes.


 


SECTION 3.02.                                              Selection
of Notes To Be Redeemed.


 


In the event
that less than all of the Notes are to be redeemed at any time, selection of
such Notes for redemption will be made by the Trustee in compliance with the
requirements


 


40





















 


of the principal national securities
exchange, if any, on which such Notes are listed or, if such Notes are not then
listed on a national securities exchange, on a pro
rata basis, by lot or by such method as
the Trustee shall deem fair and appropriate; provided,
however, that no Notes of original
principal amount of U.S. $1,000 or less shall be redeemed in part; provided, further, that
if a partial redemption is made with the proceeds of a Qualified Equity
Offering, selection of the Notes or portions thereof for redemption shall be
made by the Trustee only on a pro  rata basis or on as nearly a pro
rata basis as is practicable (subject to
DTC procedures), unless such method is otherwise prohibited.  Notice of redemption shall be mailed by
first-class mail at least 30 but not more than 60 days before the redemption
date to each Holder of Notes to be redeemed at its registered address.  If any Note is to be redeemed in part only,
the notice of redemption that relates to such Note shall state the portion of
the principal amount thereof to be redeemed. 
A new Note in a principal amount equal to the unredeemed portion thereof
will be issued in the name of the Holder thereof upon cancellation of the
original Note.  On and after the
Redemption Date, interest will cease to accrue on Notes or portions thereof
called for redemption as long as the Issuer has deposited with the Paying Agent
funds in satisfaction of the applicable redemption price pursuant to this
Indenture.


 


SECTION 3.03.                                              Optional
Redemption.


 


(a)           Except
as set forth in the following paragraph, the Notes will not be redeemable at
the option of the Issuer prior to October 1, 2010.  On and after such date, the Notes will be
redeemable, at the Issuer’s option, in whole or in part, at any time and from
time to time, upon not less than 30 nor more than 60 days’ prior notice mailed
by first-class mail to each Holder’s registered address, at the following
redemption prices (expressed as percentages of the principal amount thereof),
plus accrued and unpaid interest to the Redemption Date (subject to the right
of Holders of record on the relevant record date to receive interest due on the
relevant Interest Payment Date), if redeemed during the twelve-month period
commencing on October 1 of the years set forth below:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2010

  	
   

  	
  104.250

  	
  %

  
	
  2011

  	
   

  	
  102.833

  	
  %

  
	
  2012

  	
   

  	
  101.417

  	
  %

  
	
  2013 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


(b)           At
any time, or from time to time, on or prior to October 1, 2008, the Issuer
may, at its option, redeem up to 35% of the aggregate principal amount of the
Notes issued under this Indenture (including any Additional Notes, if
applicable, but excluding Exchange Notes issued in exchange for the Notes) with
the proceeds of one or more Qualified Equity Offerings subsequent to the Issue
Date (provided that if the Qualified Equity
Offering is a sale of any Capital Stock (other than Disqualified Stock) of
Williams Scotsman International or another issuer (other than the Issuer), a
portion of the Net Cash Proceeds thereof equal to the amount required to redeem
any such Notes is contributed to the equity capital of the Issuer) at a
redemption price (expressed as a percentage of principal amount) of 108.5% plus
accrued and unpaid interest thereon, if any, to the Redemption Date (subject to
the right of Holders of record on the relevant Record Date to receive interest
due on the relevant Interest Payment Date); provided,


 


41





















 


however, that (i) at least 65% of the
aggregate principal amount of the Notes issued under this Indenture (including
any Additional Notes, if applicable, but excluding Exchange Notes issued in
exchange for the Notes) remains outstanding immediately after any such
redemption (it being expressly agreed that for purposes of determining whether
this condition is satisfied, Notes owned by the Issuer shall be deemed not to
be outstanding) and (ii) such redemption is made not more than 90 days
after the consummation of such Qualified Equity Offering.


 


At any time on
or prior to October 1, 2010, the Notes may also be redeemed as a whole but
not in part at the option of the Issuer upon the occurrence of a Change of
Control, upon not less than 30 nor more than 60 days’ prior notice (exercisable
no later than 30 days after such Change of Control) mailed by first-class mail
to each Holder’s registered address, at a redemption price equal to 100% of the
principal amount thereof plus the Applicable Premium (which shall be calculated
by the Issuer) as of, and accrued and unpaid interest, if any, to, the
Redemption Date (subject to the right of Holders of record on the relevant
Record Date to receive interest due on the relevant Interest Payment
Date).  The Issuer may provide in such
notice that payment of such price and performance of the Issuer’s obligations
with respect to such redemption may be performed by another Person.  Any such notice may be given prior to the
occurrence of the related Change of Control, and the redemption described
therein may be conditioned upon the occurrence of the related Change of
Control.


 


“Applicable Premium” means, with respect to a Note at any
Redemption Date, the greater of (i) 1.0% of the principal amount of such
Note and (ii) the excess of (A) the present value at such time of (1) the
redemption price of such Note at October 1, 2010 as described above plus (2) all
required interest payments due on such Note through October 1, 2010,
computed by using a discount rate equal to the Treasury Rate plus 50 basis
points, over (B) the principal amount of such Note.


 


“Treasury Rate” means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15(519) which has become publicly available at least two business days prior
to the Redemption Date (or, if such Statistical Release is no longer published,
any publicly available source of similar market data)) most nearly equal to the
period from the Redemption Date to October 1, 2010; provided,
however, that if the period from the
Redemption Date to October 1, 2010 is not equal to the constant maturity
of a United States Treasury security for which a weekly average yield is given,
the Treasury Rate shall be obtained by linear interpolation (calculated to the
nearest one-twelfth of a year) from the weekly average yields of United States
Treasury securities for which such yields are given, except that if the period
from the Redemption Date to October 1, 2010 is less than one year, the
weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year shall be used.


 


SECTION 3.04.                                              Notice
of Redemption.


 


At least 30
days but not more than 60 days before the Redemption Date, the Issuer shall
mail or cause to be mailed a notice of redemption by first-class mail to each
Holder of Notes to be redeemed at its registered address, with a copy to the
Trustee and any Paying Agent.  At the Issuer’s
request (delivered at least 15 days prior to the date such notice of redemption
is to be given to the Holders, unless a shorter period is acceptable to the
Trustee), the Trustee shall


 


42





















 


give the notice of redemption in the Issuer’s
name and at the Issuer’s expense.  The
Issuer shall provide such notices of redemption to the Trustee at least five
days before the intended mailing date (or when a shorter period shall be
satisfactory to the Trustee).


 


Each notice of
redemption shall identify (including the CUSIP number) the Notes to be redeemed
and shall state:


 


(1)           the
Redemption Date;


 


(2)           the
redemption price and the amount of accrued interest, if any, to be paid;


 


(3)           the
name and address of the Paying Agent;


 


(4)           the
subparagraph of the Notes pursuant to which such redemption is being made;


 


(5)           that
Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price plus accrued interest, if any;


 


(6)           that,
unless the Issuer defaults in making the redemption payment, interest on Notes
or applicable portions thereof called for redemption ceases to accrue on and after
the Redemption Date, and the only remaining right of the Holders of such Notes
is to receive payment of the redemption price plus accrued interest as of the
Redemption Date, if any, upon surrender to the Paying Agent of the Notes
redeemed;


 


(7)           if
any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the Redemption Date, and upon surrender of
such Note, a new Note or Notes in the aggregate principal amount equal to the
unredeemed portion thereof will be issued; and


 


(8)           if
fewer than all the Notes are to be redeemed, the identification of the particular
Notes (or portion thereof) to be redeemed, as well as the aggregate principal
amount of Notes to be redeemed and the aggregate principal amount of Notes to
be outstanding after such partial redemption.


 


The Issuer
will comply with the requirements of Rule 14e-1 under the Exchange Act and
any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with the purchase of Notes.


 


SECTION 3.05.                                              Effect
of Notice of Redemption.


 


Once notice of
redemption is mailed in accordance with Section 3.04, such notice of redemption
shall be irrevocable and Notes called for redemption become due and payable on
the Redemption Date and at the redemption price plus accrued interest as of
such date, if any.  Upon surrender to the
Trustee or Paying Agent, such Notes called for redemption shall be paid at the
redemption price plus accrued interest thereon to the Redemption Date, but
installments of interest, the maturity of which is on or prior to the
Redemption Date, shall be payable to Holders of record at the close of business
on the relevant Record Dates referred to in the Notes.  Interest


 


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shall accrue on or after the Redemption Date
and shall be payable only if the Issuer defaults in payment of the redemption
price.


 


SECTION 3.06.                                              Deposit
of Redemption Price.


 


On or before
the Redemption Date and in accordance with Section 2.14, the Issuer shall
deposit with the Paying Agent U.S. Legal Tender sufficient to pay the
redemption price plus accrued interest, if any, of all Notes to be redeemed on
that date.  The Paying Agent shall
promptly return to the Issuer any U.S. Legal Tender so deposited which is not
required for that purpose, except with respect to monies owed as obligations to
the Trustee pursuant to Article VII.


 


Unless the
Issuer fails to comply with the preceding paragraph and defaults in the payment
of such redemption price plus accrued interest, if any, interest on the Notes
to be redeemed will cease to accrue on and after the applicable Redemption
Date, whether or not such Notes are presented for payment.


 


SECTION 3.07.                                              Notes
Redeemed in Part.


 


Upon surrender
of a Note that is to be redeemed in part, the Trustee shall authenticate for
the Holder a new Note or Notes equal in principal amount to the unredeemed
portion of the Note surrendered.


 


ARTICLE IV


 


COVENANTS


 


SECTION 4.01.                                              Payment
of Notes.


 


(a)           The
Issuer shall pay the principal of, premium, if any, and interest on the Notes
on the dates and in the manner provided in the Notes and in this Indenture.


 


(b)           An
installment of principal of or interest on the Notes shall be considered paid
on the date it is due if the Trustee or Paying Agent holds, prior to 11:00 a.m.
New York City time on that date, U.S. Legal Tender designated for and
sufficient to pay the installment in full and is not prohibited from paying
such money to the Holders pursuant to the terms of this Indenture or the Notes.


 


(c)           Notwithstanding
anything to the contrary contained in this Indenture, the Issuer, the
Guarantors or the Subordinated Guarantor may, to the extent they are required
to do so by law, deduct or withhold income or other similar taxes imposed by
the United States of America from principal or interest payments hereunder.


 


SECTION 4.02.                                              Maintenance
of Office or Agency.


 


The Issuer
shall maintain the office or agency required under Section 2.03.  The Issuer shall give prior written notice to
the Trustee of the location, and any change in the location, of such office or
agency.  If at any time the Issuer shall
fail to maintain any such required


 


44





















 


office or agency or shall fail to furnish the
Trustee with the address thereof, any presentations, surrenders, notices and
demands in respect of the Notes may be made or served at the address of the
Trustee set forth in Section 10.02.


 


SECTION 4.03.                                              Corporate
Existence.


 


Except as
provided in Article V, the Issuer shall do or shall cause to be done all
things reasonably necessary to preserve and keep in full force and effect its
corporate existence and the corporate, partnership or other existence of each
Restricted Subsidiary in accordance with the respective organizational
documents of the Issuer and each such Restricted Subsidiary and the rights
(charter and statutory) and material franchises of the Issuer and each
Restricted Subsidiary; provided, however, that the Issuer and the Restricted Subsidiaries
shall not be required to preserve any such right, or the corporate,
partnership, limited liability or other existence (other than, except as
provided in Article V, the existence of the Issuer), if the Issuer or such
Restricted Subsidiary shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Issuer and its
Restricted Subsidiaries, taken as a whole, and that the loss thereof does not,
and will not have, a material adverse effect on the Holders.


 


SECTION 4.04.                                              Compliance
Certificate; Notice of Default.


 


(a)           The
Issuer shall deliver to the Trustee, within 120 days after the end of its
fiscal year, an Officers’ Certificate of the Issuer (provided,
however, that one of the signatories to
each such Officers’ Certificate shall be the Issuer’s principal executive
officer, principal financial officer or principal accounting officer), as to
such Officers’ knowledge of the Issuer’s and the Restricted Subsidiaries’
compliance with all conditions and covenants under this Indenture (without
regard to any period of grace or requirement of notice provided hereunder) and
in the event any Default or Event of Default exists, such Officers shall
specify the nature of such Default or Event of Default.  Each such Officers’ Certificate shall also
notify the Trustee should the Issuer elect to change the manner in which it
fixes its fiscal year end.


 


(b)           So
long as not contrary to the then generally accepted auditing and accounting
standards, the annual financial statements delivered pursuant to Section 4.05
shall be accompanied by a written report of the Issuer’s independent public
accountants (who shall be a firm of established national reputation) stating (A) that
their audit examination has included a review of the terms of this Indenture
and the form of the Notes as they relate to accounting matters, and (B) whether,
in connection with their audit examination, any Default or Event of Default has
come to their attention and if such a Default or Event of Default has come to
their attention, specifying the nature and period of existence thereof; provided, however, that,
without any restriction as to the scope of the audit examination, such
independent certified public accountants shall not be liable by reason of any
failure to obtain knowledge of any such Default or Event of Default that would
not be disclosed in the course of an audit examination conducted in accordance
with generally accepted auditing standards.


 


(c)           If
any Default or Event of Default has occurred and is continuing, the Issuer
shall deliver to the Trustee, at its address set forth in Section 10.02
hereof, by registered or certified mail or by facsimile transmission followed
by hard copy by registered or certified mail


 


45





















 


an Officers’ Certificate specifying such Default or Event of Default
within 30 days of its becoming aware of such occurrence.


 


SECTION 4.05.                                              SEC
Reports.


 


Notwithstanding
that the Issuer may not be, or may not be required to remain, subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act,
the Issuer shall file or continue to file with the SEC and provide the Trustee
and Holders (upon the written request of such Holder) with such annual reports
and such information, documents and other reports as are specified in Sections
13 and 15(d) of the Exchange Act and applicable to a U.S. corporation
subject to such Sections, such information, documents and reports to be so
filed and provided at the times specified for the filing of such information,
documents and reports under such Sections. 
To the extent that a Person that owns directly or indirectly the
majority of the Voting Stock of the Issuer and has guaranteed the Notes has
complied with the reporting requirements described in the preceding sentence by
filing reports relating to such Person, the Issuer and its Subsidiaries on a
consolidated basis, then the Issuer shall be deemed to have complied with such
requirements.  The Issuer also shall comply
with the other applicable provisions of TIA § 314(a).


 


SECTION 4.06.                                              Waiver
of Stay, Extension or Usury Laws.


 


The Issuer covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension law or any usury law or other law that would prohibit
or forgive the Issuer from paying all or any portion of the principal of or
interest on the Notes as contemplated herein, wherever enacted, now or at any
time hereafter in force, or which may affect the covenants or the performance
of this Indenture; and (to the extent that it may lawfully do so) the Issuer
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.


 


SECTION 4.07.                                              Limitation
on Restricted Payments.


 


(a)           The
Issuer shall not, and shall not permit any Restricted Subsidiary, directly or
indirectly, to, make a Restricted Payment if, at the time the Issuer or such
Restricted Subsidiary makes such Restricted Payment or immediately after giving
effect thereto, (i) a Default shall have occurred and be continuing (or
would result therefrom); (ii) the Issuer is not able to Incur an
additional $1.00 of Indebtedness pursuant to paragraph (a) of Section 4.09;
or (iii) the aggregate amount of such Restricted Payment and all other
Restricted Payments since the Issue Date would exceed the sum of


 


(A)          50%
of the Consolidated Net Income accrued during the period (treated as one
accounting period) from the beginning of the first fiscal quarter ending after
the Issue Date to the end of the most recent fiscal quarter for which financial
statements are available prior to the date of such Restricted Payment (or, in
case such Consolidated Net Income shall be a deficit, minus 100% of such deficit);


 


46





















 


(B)           the
aggregate Net Cash Proceeds and 100% of the fair market value at the time of
receipt of assets other than cash received by the Issuer from the issuance or
sale of its Capital Stock (other than Disqualified Stock) and, without
duplication of the foregoing, the aggregate cash and fair market value of
assets other than cash received by the Issuer as a capital contribution from
its shareholders, in each case subsequent to the Issue Date (other than an
issuance or sale to a Subsidiary of the Issuer and other than an issuance or
sale to an employee stock ownership plan or to a trust established by the
Issuer or any of its Subsidiaries for the benefit of its employees);


 


(C)           the
amount by which Indebtedness of the Issuer or any Restricted Subsidiary is
reduced on the Issuer’s consolidated balance sheet upon the conversion or
exchange (other than by a Subsidiary of the Issuer) subsequent to the Issue
Date, of any Indebtedness of the Issuer or Restricted Subsidiary for Capital
Stock (other than Disqualified Stock) of the Issuer (less the amount of any
cash, or the fair value of any other property (other than such Capital Stock),
distributed by the Issuer upon such conversion or exchange); and


 


(D)          an
amount equal to the sum of (i) the net reduction in Investments in any
Person resulting from dividends, repayments of loans or advances or other
transfers of assets (including any sale of such Investment), in each case to
the Issuer or any Restricted Subsidiary, and (ii) the portion
(proportionate to the Issuer’s equity interest in such Subsidiary) of the fair
market value of the net assets of an Unrestricted Subsidiary at the time such
Unrestricted Subsidiary is designated a Restricted Subsidiary occurring in each
case after the Issue Date; provided, however,
that the foregoing sum shall not exceed, in the case of any Person (including
any Unrestricted Subsidiary), the amount of Investments previously made in such
Person (and treated as a Restricted Payment) by the Issuer and the Restricted
Subsidiaries.


 


(b)           The
provisions of Section 4.07 (a) shall not prohibit


 


(i)            any
Restricted Payment made by exchange for, or out of the proceeds of the
substantially concurrent sale of, or capital contribution in respect of,
Capital Stock of the Issuer (other than Disqualified Stock and other than
Capital Stock issued or sold to a Subsidiary of the Issuer or an employee stock
ownership plan or to a trust established by the Issuer or any of its
Subsidiaries for the benefit of its employees); provided, however, that (1) each such Restricted
Payment shall be excluded in the calculation of the amount of Restricted
Payments made pursuant to clause (a) of this Section 4.07 and (2) if
applicable, the Net Cash Proceeds of each such sale of Capital Stock or capital
contribution in respect of Capital Stock shall be excluded from the calculation
of amounts under clause (iii)(B) of Section 4.07(a);


 


(ii)           any
purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value of Subordinated Indebtedness made by exchange for, or out of the
proceeds of the substantially concurrent sale of, Subordinated Indebtedness or
Capital Stock of the Issuer which is permitted to be Incurred pursuant to Section 4.09;
provided, however, that such
purchase, repurchase, redemption, defeasance or other acquisition or


 


47





















 


retirement for value shall be excluded from the calculation of the
amount of Restricted Payments made pursuant to clause (a) of this Section 4.07;


 


(iii)          dividends
paid within 60 days after the date of declaration thereof if at such date of
declaration such dividend would have complied with this Section 4.07; provided, however, that such dividend
shall be included in the calculation of the amount of Restricted Payments made
pursuant to clause (a) of this Section 4.07;


 


(iv)          the
repurchase of shares of, or options to purchase shares of, Common Stock of
Williams Scotsman International, the Issuer or any of their respective
Subsidiaries from employees, former employees, directors or former directors of
Williams Scotsman International, the Issuer or any of their Subsidiaries (or
permitted transferees of such employees, former employees, directors or former
directors), pursuant to the terms of the agreements (including employment
agreements) or plans (or amendments thereto) approved by the board of directors
of Williams Scotsman International or the Issuer under which such individuals
purchase or sell, or are granted the option to purchase or sell, shares of such
Common Stock (or any Restricted Payment made to Williams Scotsman International
solely to fund such payments); provided,
however, that the aggregate
amount of such repurchases or Restricted Payments shall not exceed $5,000,000
in any calendar year (and, to the extent that $5,000,000 exceeds the amount of
such repurchases or Restricted Payments made in any calendar year, such excess
from such calendar year may be carried forward to the next calendar year); provided, further, however, that such
repurchases or Restricted Payments shall be excluded from the calculation of
the amount of Restricted Payments made pursuant to clause (a) of this Section 4.07;


 


(v)           following
the IPO, dividends or Common Stock buybacks by Williams Scotsman International,
the Issuer or another issuer in an aggregate amount in any year not to exceed
6% of the aggregate Net Cash Proceeds received by the Issuer in connection with
the IPO and any subsequent Public Equity Offering (or any Restricted Payment
made to Williams Scotsman International or such other issuer solely to fund
such payments); provided, however,
that at the time of such payment, no Default shall have occurred and be
continuing (or result therefrom); provided,
further, however, that such dividends or common stock buybacks or
Restricted Payments shall be excluded in the calculation of the amount of
Restricted Payments made pursuant to clause (a) of this Section 4.07;


 


(vi)          repurchases
of Capital Stock deemed to occur upon exercise of stock options if such Capital
Stock represents a portion of the exercise price of such options; provided, however, that such repurchase
shall be excluded from the calculation of the amount of Restricted Payments
made pursuant to clause (a) of this Section 4.07;


 


(vii)         any
payment by the Issuer to Williams Scotsman International pursuant to any Tax
Sharing Agreement; provided, however,
that such dividends shall be excluded in the calculation of the amount of
Restricted Payments made pursuant to clause (a) of this Section 4.07;


 


48





















 


(viii)        dividends
or payments to Williams Scotsman International to the extent required to pay
for general corporate and overhead expenses incurred by Williams Scotsman
International, any expenses of Williams Scotsman International as a public
company and any costs and expenses of Williams Scotsman International relating
to offerings of securities, debt financings and/or acquisition or disposition
transactions; provided, however,
that such dividends and payments shall not exceed $10,000,000 in any calendar
year; provided, further,
however, that such dividends and
payments shall be excluded from the calculation of the amount of Restricted
Payments made pursuant to clause (a) of this Section 4.07;


 


(ix)           Restricted
Payments made on the Issue Date to consummate the Transactions; provided, however, that
such repurchase shall be excluded from the calculation of the amount of
Restricted Payments made pursuant to clause (a) of this Section 4.07;


 


(x)            any
purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value of Subordinated Indebtedness upon a Change of Control or in
connection with an Asset Disposition to the extent required by the agreement
governing such Subordinated Indebtedness but only if the Issuer shall have
first complied with Section 4.11 and Section 4.12;


 


(xi)           the
dividend or other transfer of the Capital Stock of Williams Scotsman Mexico S.
de R.L. de C.V., W S Servicios de Mexico, S.de R.L. de C.V. and Williams
Scotsman Europe, S.L. to Williams Scotsman International, so long as the Issuer
shall then be a Wholly-Owned Subsidiary of Williams Scotsman International; provided that such dividend or transfer shall be excluded
from the calculation of the amount of Restricted Payments made pursuant to
clause (a) of this Section 4.07;


 


(xii)          dividends,
distributions or other payments to Williams Scotsman International or any
Subsidiary of the Issuer or Williams Scotsman International to the extent used
to fund Investments in Persons in a Permitted Business that conduct their
principal operations outside of the United States and Canada in an aggregate
amount in any calendar year (together with the aggregate amount of the
Permitted Investments made under clause (xviii) of the definition of Permitted
Investments in such calendar year) not to exceed (measured on the date each
such dividends or payments were made and without giving effect to subsequent
changes in value) $40 million (it being understood that to the extent that the
maximum amount of dividends, distributions or other payments permitted to be
made pursuant to this clause (xii) in any calendar year exceeds the sum of (1) the
aggregate dividends, distributions or payments actually made pursuant to this
clause (xii) in such calendar year and (2) the aggregate amount of the
Permitted Investments actually made under clause (xviii) of the definition of
Permitted Investments in such calendar year, such excess may be carried forward
and used in the following two calendar years); provided
that no more than $15 million of (1) dividends, distributions or other
payments permitted by this clause (xii) and (2) the Permitted Investments
made under clause (xviii) of the definition of Permitted Investments in any
calendar year may be made in Persons which are not Subsidiaries of the Issuer
or Williams Scotsman International or do not become Subsidiaries of the Issuer
or Williams Scotsman International as a result of such Investments; provided, further, that
such dividends, distributions or payments shall be


 


49





















 


excluded from the calculation of the amount of Restricted Payments made
pursuant to clause (a) of this Section 4.07;


 


(xiii)         dividends,
distributions or other payments to Williams Scotsman International or any
Subsidiary of the Issuer or Williams Scotsman International in the form of
modular space or storage units which will be contributed or transferred to any
Foreign Subsidiary of the Issuer or Williams Scotsman International operating
in Mexico in an aggregate amount (together with the aggregate amount of the
Permitted Investments made under clause (xix) of the definition of Permitted
Investments in any calendar year) not to exceed (measured on the date each such
dividends, distributions or other payments were made and without giving effect
to subsequent changes in value) $5 million in any calendar year; provided, however, such
contribution shall be excluded from the calculation of the amount of Restricted
Payments made pursuant to clause (a) of this Section 4.07; and


 


(xiv)        additional
Restricted Payments not to exceed $20 million in the aggregate; provided, however, that
at the time of such Restricted Payments, no Default shall have occurred and be
continuing (or result therefrom); provided, further, however, that
such Restricted Payments shall be excluded in the calculation of the amount of
Restricted Payments made pursuant to clause (a) of this Section 4.07.


 


In determining whether any
payment is permitted by this Section 4.07, the Issuer may allocate or
reallocate, among the foregoing clauses (i) through (xiv) of Section 4.07(b) or
among such clauses and Section 4.07(a), all or any portion of such payment
and all or any portion of any payment previously allocated; provided that, after giving effect to such
allocation or reallocation, all such payments (or allocated portions of such
payments) would be permitted under the provisions of this Section 4.07.


 


If the Issuer makes a
Restricted Payment or Permitted Investment that, at the time of the making of
such Restricted Payment or Permitted Investment, would in the good faith
determination of the Issuer be permitted under the requirements of this Section 4.07, such Restricted Payment or Permitted
Investment will be deemed to have been made in compliance with this Section 4.07
notwithstanding any subsequent
adjustments or restatements made in good faith to the Issuer’s financial
statements for any period which adjustments or restatements affect any of the
financial data used to make the calculations with respect to such Restricted
Payment or Permitted Investment.


 


SECTION 4.08.                                              Limitation
on Affiliate Transactions.


 


(a)           The
Issuer shall not, and shall not permit any Restricted Subsidiary to, enter into
or permit to exist any transaction (including the purchase, sale, lease or
exchange of any property, employee compensation arrangements or the rendering
of any service) with any Affiliate of the Issuer (an “Affiliate
Transaction”) unless the terms thereof (i) are no less
favorable to the Issuer or such Restricted Subsidiary than those that could be
obtained at the time of such transaction in arm’s-length dealings with a Person
who is not such an Affiliate, (ii) if such Affiliate Transaction involves
an amount in excess of $5.0 million have been approved by a majority of the
members of the Board of Directors having no personal stake in such Affiliate
Transaction


 


50





















 


and (iii) if such Affiliate Transaction involves an amount in
excess of $17.5 million, have been determined by a nationally recognized
accounting, appraisal, valuation or investment banking firm (an “Independent Financial Advisor”) to be fair, from a financial
standpoint, to the Issuer and its Restricted Subsidiaries.  Notwithstanding clause (ii) above, in
the event that there are no members of the Board of Directors not having a
personal stake in any Affiliate Transaction, such Affiliate Transaction shall
be permitted to exist so long as an Independent Financial Advisor has
determined the terms of such Affiliate Transaction to be fair, from a financial
standpoint, to the Issuer and its Restricted Subsidiaries.


 


(b)           The
provisions of the previous paragraph (a) shall not prohibit (i) any
Restricted Payment permitted to be made pursuant to Section 4.07 or any
Permitted Investment, (ii) any issuance of securities, or other payments,
benefits, awards or grants in cash, securities or otherwise, pursuant to, or
the funding of, employment arrangements, stock options and stock ownership
plans approved by the Board of Directors, (iii) the grant of stock options
or similar rights to employees and directors of the Issuer pursuant to plans
approved by the Board of Directors and the entering into of agreements relating
thereto, (iv) loans or advances to employees in the ordinary course of
business in accordance with the past practices of the Issuer or its Restricted
Subsidiaries, but in any event not to exceed $2.5 million in the aggregate
outstanding at any one time, (v) the payment of reasonable fees to
directors of the Issuer and its Restricted Subsidiaries who are not employees
of the Issuer or its Restricted Subsidiaries, (vi) any Tax Sharing
Agreement, (vii) indemnification agreements with, and the payment of fees
and indemnities to, directors, officers and employees of the Issuer and its
Restricted Subsidiaries, in each case in the ordinary course of business, (viii) any
employment, deferred compensation, consulting, noncompetition, confidentiality
or similar agreement entered into by the Issuer and its Restricted Subsidiaries
with its employees or directors in the ordinary course of business, (ix) payments
by the Issuer or any of its Restricted Subsidiaries to the Permitted Holders
(described in clause (i) of such definition) and their Affiliates made
pursuant to any financial advisory, financing, underwriting or placement
agreement, or in respect of other investment banking activities, in each case
as determined by the Board of Directors in good faith, (x) any Affiliate
Transaction between the Issuer and a Wholly Owned Subsidiary or between Wholly
Owned Subsidiaries, (xi) any Affiliate Transaction between the Issuer and a
Restricted Subsidiary or between Restricted Subsidiaries, (xii) the pledge
of any Capital Stock of Unrestricted Subsidiaries to support the Indebtedness
thereof, (xiii) sales or issuances of Capital Stock (other than
Disqualified Stock) to Affiliates of the Issuer (or any transaction where the
only consideration paid is such Capital Stock), (xiv) transactions in
connection with a Permitted Units Financing (as to which the Board approval requirements,
in the definition of Permitted Units Financing will apply), (xv) transactions
and payments contemplated by any agreement in effect on the date of this
Indenture or any amendment thereto or any replacement agreement therefor, so
long as any such amendment or replacement agreement, taken as a whole, is not
more disadvantageous to the Issuer or such Restricted Subsidiary as the
original agreement as in effect on the date of this Indenture, (xvi) entering
into an agreement that provides registration rights to the shareholders of the
Issuer, Williams Scotsman International or amending any such agreement with such
shareholders, as well as the performance of such agreements, (xvii) any
transaction with a joint venture or similar entity which would constitute an
Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns
any Capital Stock in or otherwise controls such joint venture or similar
entity; provided that no Affiliate of the Issuer
or any of its Subsidiaries other than the Issuer or a Restricted Subsidiary
shall have a beneficial interest in such joint venture or similar entity and
(xviii) subject to


 


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compliance the other provisions of this Indenture (including, without
limitation, Article V and Section 4.09), any merger, consolidation or
reorganization of the Issuer with (1) an Affiliate that has no material
operations or assets, solely for the purposes of (a) forming a holding
company or (b) reincorporating the Issuer in a new jurisdiction (so long
as such jurisdiction is in the United States) or (2) Williams Scotsman
International.


 


SECTION 4.09.                                              Limitation
on Indebtedness.


 


(a)           The
Issuer shall not, and shall not permit its Restricted Subsidiaries to, Incur,
directly or indirectly, any Indebtedness; provided,
however, that the Issuer or any Subsidiary Guarantor or the
Subordinated Guarantor may Incur Indebtedness if, on the date of such
Incurrence and after giving effect thereto, the Consolidated Coverage Ratio
exceeds 2.0 to 1.0.


 


(b)           Notwithstanding the foregoing paragraph (a),
the Issuer and its Restricted Subsidiaries may Incur any or all of the
following Indebtedness:


 


(1)           Indebtedness
Incurred pursuant to any Credit Facility; provided, however, that, after giving effect to any such Incurrence,
the aggregate principal amount of such Indebtedness then outstanding does not
exceed the greater of (i) $650 million and (ii) the sum of (x) 85% of
the net book value of the accounts receivable of the Issuer and its Restricted
Subsidiaries as set forth on the most recent consolidated balance sheet in accordance
with GAAP and (y) 75% of the net book value of Rental Equipment of the Issuer
and its Restricted Subsidiaries as set forth on the most recent consolidated
balance sheet in accordance with GAAP (provided that
the amount of Indebtedness permitted to be Incurred at any time under this clause
(b)(1) shall be reduced by (a) the aggregate amount of gross proceeds
which have been raised in connection with a Permitted Units Financing at or
prior to such time (it being understood that such reduction shall apply only to
the extent of any outstanding balance on such financing and for so long as such
Permitted Units Financing is in effect) and (b) the aggregate principal
amount of the outstanding Existing Secured Notes at such time);


 


(2)           Indebtedness
of the Issuer Incurred pursuant to an Interest Rate Agreement or Currency
Agreement related to Indebtedness Incurred pursuant to the Credit Agreement;


 


(3)           Indebtedness
owed to and held by the Issuer or a Restricted Subsidiary; provided, however, that any subsequent
issuance or transfer of any Capital Stock which results in any such Restricted
Subsidiary ceasing to be a Restricted Subsidiary, or any subsequent transfer of
such Indebtedness (other than to the Issuer or another Restricted Subsidiary)
shall be deemed, in each case, to constitute the Incurrence of such Indebtedness
by the issuer thereof;


 


(4)           the
Notes issued on the Issue Date and the Exchange Notes and the Guarantees and
Subordinated Guarantee;


 


(5)           Indebtedness
outstanding on the Issue Date (other than Indebtedness described in clause
(b)(1), (2), (3), (4) or (15) of this Section 4.09);


 


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(6)           Indebtedness
or Preferred Stock of a Restricted Subsidiary Incurred and outstanding on or
prior to the date on which such Restricted Subsidiary became a Restricted
Subsidiary or was acquired by the Issuer (other than Indebtedness or Preferred
Stock Incurred in connection with, or to provide all or any portion of the
funds or credit support utilized to consummate, the transaction or series of
related transaction pursuant to which such Restricted Subsidiary became a
Restricted Subsidiary or was acquired by the Issuer (including Refinancing
Indebtedness)) if on the date of such acquisition and after giving effect
thereto, (x) the Issuer would have been able to Incur at least $1.00 of
additional Indebtedness pursuant to clause (a) above or (y) if the
condition in immediately preceding clause (x) is not satisfied at the time of
incurrence of such Indebtedness or Preferred Stock, the aggregate principal
amount of all Indebtedness Incurred at a time when such condition is not so
satisfied shall not exceed $20.0 million at any time outstanding;


 


(7)           Refinancing
Indebtedness in respect of Indebtedness Incurred pursuant to clause (a) or
pursuant to clause (b)(2), (4), (5), (6)(x) or (8) or this clause (b)(7); provided, however, that to the extent such
Refinancing Indebtedness directly or indirectly Refinances Indebtedness or
Preferred Stock of a Restricted Subsidiary that is not a Guarantor described in
clause (b)(6), such Refinancing Indebtedness shall be Incurred only by a
Restricted Subsidiary that is not a Guarantor;


 


(8)           Hedging
Obligations consisting of Interest Rate Agreements related to Indebtedness
permitted to be Incurred by the Issuer and its Restricted Subsidiaries pursuant
to this Indenture and Currency Agreements Incurred in the ordinary course of
business;


 


(9)           Indebtedness
(including Capitalized Lease Obligations) of the Issuer or any Restricted
Subsidiary financing the purchase, lease or improvement of property (real or
personal), whether through the direct purchase of assets or the Capital Stock
of any Person owning such assets, in each case Incurred no more than 180 days
after such purchase, lease or improvement of such property, and any Refinancing
Indebtedness in respect of such Indebtedness; provided,
however, that at the time of the Incurrence of such Indebtedness and
after giving effect thereto, the aggregate principal amount of all Indebtedness
Incurred pursuant to this clause (b)(9) and then outstanding shall not
exceed the greater of $40 million and 5% of Adjusted Consolidated Assets;


 


(10)         (i) Any
guarantee or co-issuance by the Issuer or any Restricted Subsidiary of
Indebtedness of any other Restricted Subsidiary or the Issuer, as the case may
be, so long as the Incurrence of such Indebtedness is otherwise permitted under
the terms of this Indenture and (ii) any guarantee of the Issuer or a
Restricted Subsidiary of Indebtedness of an Unrestricted Subsidiary or a
Securitization Subsidiary, provided that
such guarantee is recourse only to the Capital Stock of such Unrestricted
Subsidiary or Securitization Subsidiary (and the proceeds therefrom);


 


(11)         Indebtedness
of the Issuer or any Subsidiary Guarantor or Subordinated Guarantor Incurred in
connection with the acquisition of a Permitted Business and any Refinancing
Indebtedness in respect of such Indebtedness; provided,
however, that the


 


53


















 


aggregate amount of Indebtedness Incurred pursuant to this clause
(b)(11) and then outstanding shall not exceed $20 million;


 


(12)         Indebtedness
of a Securitization Subsidiary pursuant to a Permitted Units Financing, provided that after giving effect to the
Incurrence thereof, either (i) the amount of net proceeds to be received
in such Permitted Units Financing and any net proceeds for all previous
Permitted Units Financing (only to the extent of any outstanding balance on
such financing and for so long as any such Permitted Units Financings is in
effect) does not exceed the greater of (1) $650 million and (2) the
sum of (x) 85% of the net book value of the accounts receivable of the
Issuer and its Restricted Subsidiaries as set forth on the most recent consolidated
balance sheet in accordance with GAAP and (y) 75% of the net book value of
Rental Equipment of the Issuer and its Restricted Subsidiaries as set forth on
their most recent consolidated balance sheet in accordance with GAAP (provided that the amount of Indebtedness permitted to be
Incurred by this clause (b)(12)(i) at any time shall be reduced by the
aggregate principal amount of Existing Secured Notes outstanding at such time
and all amounts outstanding under clause (b)(1) of this Section 4.09)
or (ii) the Issuer could Incur at least $1.00 of Indebtedness under clause
(a) of this Section 4.09;


 


(13)         Indebtedness
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently drawn against insufficient funds or
endorsements of instruments of deposit in the ordinary course of business;


 


(14)         Indebtedness
representing deferred or contingent payment of a purchase price or
indemnification obligations relating to the acquisition of any assets to be used
in a Permitted Business or any Asset Disposition permitted by this Indenture;


 


(15)         the
Existing Notes (if any) and any guarantees thereof; provided
any Existing Unsecured Notes remaining outstanding following the consummation
of the Tender Offers shall be redeemed within 60 days after the Issue Date
pursuant to Section 3.03(a) of this Indenture governing the Existing
Unsecured Notes;


 


(16)         Indebtedness
of the Issuer or any Restricted Subsidiary (which may be but need not be
Incurred pursuant to a Credit Facility) in an aggregate principal amount which,
together with all other Indebtedness of the Issuer and any Restricted
Subsidiary outstanding on the date of such Incurrence (other than Indebtedness
permitted by clauses (b)(1) through (15) above, (b)(17) below or paragraph
(a)) does not exceed $50 million; provided
that no more than $30 million of Indebtedness Incurred in reliance on this
clause (16) may be Incurred by a Restricted Subsidiary that is not a Guarantor
or the Subordinated Guarantor; and


 


(17)         Indebtedness
of the Issuer or any Restricted Subsidiary of the Issuer to the extent the net
proceeds thereof are promptly deposited following Incurrence thereof to defease
or discharge the Notes or the Existing Secured Notes.


 


(c)           For
purposes of determining compliance with Sections 4.09(a) and 4.09(b), (i) in
the event that an item of Indebtedness meets the criteria of more than one of
the


 


54





















 


types of Indebtedness described in this Section 4.09 (including
subclauses of different types of Indebtedness in clause (b) of this Section 4.09),
the Issuer, in its sole discretion, will classify such item of Indebtedness and
only be required to include the amount and type of such Indebtedness in one of
the above clauses (or subclauses), (ii) an item of Indebtedness may be
divided and classified in more than one of the types of Indebtedness described
above (including subclauses of different types of Indebtedness in clause (b) of
this Section 4.09) and (iii) the Issuer may later reclassify an item
of Indebtedness, in whole or in part, in the Issuer’s sole discretion in any manner
that complies with this Section 4.09.


 


(d)           Notwithstanding
Section 4.09(a) and Section 4.09(b), the Issuer shall not Incur (i) any
Indebtedness if such Indebtedness is expressly by its terms subordinate or
junior in ranking in right to payment to any other Indebtedness of the Issuer,
unless such Indebtedness is expressly subordinated in right of payment to the
Notes and the Exchange Notes to the same or greater extent as such Indebtedness
is expressly by its terms subordinated in right of payment to such other
Indebtedness or (ii) any Secured Indebtedness (other than Permitted
Secured Indebtedness) unless contemporaneously with such Incurrence effective
provision is made to secure the Notes equally and ratably with such Secured
Indebtedness for so long as such Secured Indebtedness is secured by a Lien.


 


(e)           Notwithstanding
Section 4.09(a) and Section 4.09(b), a Subsidiary Guarantor
shall not Incur (i) any Indebtedness if such Indebtedness expressly by its terms is subordinate
or junior in ranking in right to payment to any other Indebtedness of such
Subsidiary Guarantor, unless such Indebtedness is expressly subordinated in
right of payment to such Subsidiary Guarantor’s Guarantee of the Notes and the
Exchange Notes to the same or greater extent as such Indebtedness is expressly by its terms subordinated in
right of payment to such other Indebtedness or (ii) any Secured
Indebtedness (other than Permitted Secured Indebtedness) unless
contemporaneously with such Incurrence effective provision is made to secure
such Subsidiary Guarantor’s Guarantee of the Notes equally and ratably with
such Secured Indebtedness for so long as such Secured Indebtedness is secured
by a Lien.


 


(f)            Notwithstanding paragraphs (a) and (b) above,
the Subordinated Guarantor shall not incur (i) any Indebtedness if such
Indebtedness is expressly by its terms subordinate or junior in right of
payment to any other Indebtedness of the Subordinated Guarantor and senior in
right of payment to the Subordinated Guarantee; or (ii) any Indebtedness
other than Subordinated Guarantor Senior Indebtedness and Indebtedness
permitted to be Incurred by a Restricted Subsidiary pursuant to paragraphs (a) and
(b) above.


 


For the avoidance of doubt,
for the purposes of clause (i) of each of the three preceding paragraphs,
no Indebtedness of the Issuer, any Subsidiary Guarantor or the Subordinated
Guarantor within the meaning of clause (i) of each of the three preceding
paragraphs shall be deemed to be expressly by its terms subordinate or junior
in ranking or in right of payment in any respect to any other Indebtedness of
the Issuer, such Guarantor or the Subordinated Guarantor, as the case may be,
solely because such Indebtedness is unsecured or is secured by a junior
priority Lien or by virtue of the fact that the holders of such Indebtedness
(or any agent, trustee or other representative therefor) have entered into
intercreditor agreements or other arrangements giving one or more holders
thereof priority over the other holders thereof in the collateral securing such
Indebtedness.


 


55





















 


SECTION 4.10.                                              Limitation
on Restrictions on Distributions from Restricted Subsidiaries.


 


The Issuer shall not, and
shall not permit any Restricted Subsidiary to, create or otherwise cause or
permit to exist or become effective any consensual encumbrance or restriction
on the ability of any Restricted Subsidiary (a) to pay dividends or make
any other distributions on its Capital Stock to the Issuer or a Restricted
Subsidiary or pay any Indebtedness owed to the Issuer, (b) to make any
loans or advances to the Issuer or (c) to transfer any of its property or
assets to the Issuer, except


 


(i)           any
encumbrance or restriction pursuant to an agreement in effect at or entered
into on the Issue Date (including the Credit Agreement and Existing Notes);


 


(ii)          any
encumbrance or restriction with respect to a Restricted Subsidiary pursuant to
an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary
on or prior to the date on which such Restricted Subsidiary became a Restricted
Subsidiary or was acquired by the Issuer (other than Indebtedness Incurred as
consideration in, or to provide all or any portion of the funds or credit
support utilized to consummate, the transaction or series of related
transactions pursuant to which such Restricted Subsidiary became a Restricted
Subsidiary or was acquired by the Issuer) and outstanding on such date;


 


(iii)         any
such encumbrance or restriction consisting of customary non-assignment or
subletting provisions in leases governing leasehold interests to the extent
such provisions restrict the transfer of the lease or the property leased
thereunder;


 


(iv)         restrictions
contained in security agreements or mortgages securing Indebtedness, of the
Issuer or a Restricted Subsidiary to the extent such restrictions restrict the
transfer of the property subject to such security agreements or mortgages or
related to any Lien permitted under the Indenture;


 


(v)          any
restriction with respect to a Restricted Subsidiary imposed pursuant to an
agreement entered into for the sale or disposition of all or substantially all
the Capital Stock or any assets of such Restricted Subsidiary pending the
closing of such sale or disposition;


 


(vi)         any
encumbrance or restriction pursuant to an agreement entered into after the
Issue Date governing Indebtedness Incurred in compliance with Section 4.09;
provided, however, that the encumbrances and
restrictions with respect to any Restricted Subsidiary contained in any such
agreement are no more restrictive, taken as a whole, than the encumbrances and
restrictions with respect to such Restricted Subsidiary pursuant to the
agreements in effect on the Issue Date;


 


(vii)        any
encumbrance or restriction pursuant to an agreement with a governmental entity
providing for developmental financing on terms which are more favorable (at the
time such agreement is entered into) than those available from third party
financing sources;


 


56





















 


(viii)       with
respect to a Securitization Subsidiary, an agreement relating to Indebtedness
of a Securitization Subsidiary which is permitted under Section 4.09 or
pursuant to an agreement relating to a Permitted Units Financing by a
Securitization Subsidiary;


 


(ix)          any
encumbrance or restriction pursuant to this Indenture, the Notes and the
Guarantees;


 


(x)           any
encumbrance or restriction pursuant to applicable law or any rule, regulation
or order of a governmental authority;


 


(xi)          any
encumbrance or restriction pursuant to purchase money obligations for any
property acquired in the ordinary course of business that impose restrictions
on such property (but no other property of the Issuer or a Restricted
Subsidiary) of the nature described in clause (c) of this Section 4.10;


 


(xii)         provisions
with respect to the disposition or distribution of assets or property or the
transfer of ownership interests in joint venture agreements, partnership,
limited liability and other similar agreements;


 


(xiii)        any
encumbrance or restriction pursuant to an agreement entered into after the
Issue Date governing Indebtedness Incurred by a Restricted Subsidiary that is
not organized in a jurisdiction that is the United States, any state thereof or
the District of Columbia in reliance upon, and in compliance with, clauses (9) and
(16) of Section 4.09;


 


(xiv)       non-assignment
provisions of any contract or any lease entered into in the ordinary course of
business;


 


(xv)        restrictions
on cash or other deposits or net worth imposed by suppliers or landlords under
contracts entered into in the ordinary course of business; or


 


(xvi)       any
encumbrance or restriction pursuant to an agreement effecting a Refinancing of
Indebtedness Incurred pursuant to an agreement referred to in clauses (i) to
(xv) above, to the extent applicable; provided, however, that the encumbrances and restrictions with respect
to such Restricted Subsidiary contained in any such refinancing agreement or
amendment are no more restrictive, taken as a whole, than the encumbrances and
restrictions with respect to such Restricted Subsidiary contained in such
agreements.


 


SECTION 4.11.                                              Change
of Control.


 


(a)           Upon
a Change of Control, if the Issuer does not redeem the Notes under Section 3.03,
the Issuer will be required to make an offer to repurchase the Notes (the “Change of Control Offer”) at a purchase price equal to 101%
of the principal amount thereof together with accrued and unpaid interest, if
any, to the date of repurchase (subject to the right of Holders of record on
the relevant Record Date to receive interest on the relevant Interest Payment
Date), in accordance with the terms contemplated in Section 4.11(b);
provided, however, that the Issuer will not be required to make a Change of
Control Offer upon a Change of Control if a third party


 


57





















 


makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in the Indenture
applicable to a Change of Control Offer made by the Issuer and purchases all
Notes properly tendered and not withdrawn under the Change of Control Offer.


 


(b)           Within
30 days following any Change of Control (unless the Issuer has mailed a
redemption notice with respect to all the outstanding Notes in connection with
such Change of Control), the Issuer shall mail or shall cause to be mailed a
notice to each Holder with a copy to the Trustee stating:


 


(1)           that
a Change of Control has occurred and that such Holder has the right to require
the Issuer to purchase such Holder’s Notes at a purchase price in cash equal to
101% of the principal amount thereof plus accrued and unpaid interest, if any,
to the date of purchase (subject to the right of Holders of record on the
relevant Record Date to receive interest on the relevant Interest Payment
Date);


 


(2)           the
circumstances and relevant facts regarding such Change of Control;


 


(3)           the
repurchase date (which shall be no earlier than 30 days nor later than 60 days
from the date such notice is mailed); and


 


(4)           the
instructions determined by the Issuer, consistent with this Section 4.11,
that a Holder must follow in order to have its Notes purchased.


 


(c)           Holders
electing to have a Note purchased will be required to surrender the Note,
together with the form entitled “Option of Holder to Elect Purchase” on the
reverse side of the Note completed, to the Issuer at the address specified in
the notice at least three Business Days prior to the purchase date.  Holders will be entitled to withdraw their
election if the Trustee or the Issuer receives not later than three Business
Days prior to the purchase date, a facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Note which was
delivered for purchase by the Holder and a statement that such Holder is
withdrawing his election to have such Note purchased.


 


(d)           On
the purchase date, all Notes purchased by the Issuer under this Section 4.11
shall be delivered by the Trustee for cancellation, and the Issuer shall pay
the purchase price plus accrued and unpaid interest, if any, to the Holders
entitled thereto.


 


(e)           The
Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of
the Exchange Act and any other securities laws or regulations in connection
with the repurchase of Notes pursuant to this Section 4.11.  To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section 4.11,
the Issuer shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Section 4.11
by virtue thereof.


 


SECTION 4.12.                                              Limitation
on Sale of Assets and Subsidiary Stock.


 


(a)           In
the event and to the extent that the Net Available Cash received by the Issuer
or any Restricted Subsidiary from one or more Asset Dispositions occurring on
or after the


 


58





















 


Issue Date in any period of 12 consecutive months exceeds the greater
of $40 million or 10% of Adjusted Consolidated Assets as of the beginning of
such 12-month period, then the Issuer shall (i) no later than 360 days
after the date such Net Available Cash so received exceeds such $40 million or
10% of Adjusted Consolidated Assets (1) apply an amount equal to such
excess Net Available Cash to repay any Applicable Indebtedness (and, in the
case of repayment of any such Applicable Indebtedness under any revolving
credit facility or arrangement, effect a permanent reduction in the
availability thereunder, whether or not such reduction in availability is
required), owing to a Person other than Williams Scotsman International, the
Issuer or any Subsidiary of either of them, or (2) invest or commit to
invest an equal amount, or the amount not so applied pursuant to clause (1), in
Additional Assets; provided, however that in the case of any commitment
to invest, such investment must be made within six months thereafter, and any amount
not so invested shall be treated as Excess Proceeds (as defined below); and (ii) apply
such excess Net Available Cash (to the extent not applied pursuant to
clause (i)) as provided in the following paragraphs of this Section 4.12.  The amount of such excess Net Available Cash
required to be applied during the applicable period and not applied pursuant to
clause (i) of this paragraph by the end of such period shall
constitute “Excess Proceeds.”  Pending the final application of any Net
Available Cash, the Issuer may temporarily reduce Applicable Indebtedness or
otherwise temporarily invest the Net Available Cash in any manner that is not
prohibited by this Indenture.


 


(b)           (i) 
If, as of the first day of any calendar month, the aggregate amount of Excess
Proceeds not theretofore subject to an Excess Proceeds Offer (as defined below)
totals at least $20 million, the Issuer must, not later than the fifteenth
Business Day of such month, make an offer (an “Excess
Proceeds Offer”) to purchase from the Holders on a pro rata basis an
aggregate principal amount of Notes equal to the Excess Proceeds (rounded down
to the nearest multiple of $1,000) on such date, at a purchase price equal to
100% of the principal amount of such Notes, plus, in each case, accrued interest
(if any) to the date of purchase (the “Excess Proceeds Payment”);
provided that if the Issuer so
elects (or is required to pursuant to the terms of any Pari Passu
Indebtedness), such Excess Proceeds Offer may be made ratably to purchase the
Notes and such Pari Passu Indebtedness. 
If any Excess Proceeds remain after consummation of an Excess Proceeds
Offer, the Issuer may use those proceeds for any purpose not otherwise
prohibited by the Indenture.  Upon
completion of each Excess Proceeds Offer, the amount of Excess Proceeds will be
reset to zero.


 


(ii)           The
Issuer shall commence any Excess Proceeds Offer with respect to the Notes by
mailing or causing to be mailed a notice to the Trustee and each Holder
stating: (A) that the Excess Proceeds Offer is being made pursuant to this
Section 4.12 and that all Notes validly tendered will be accepted for
payment on a pro rata basis; (B) the purchase price and the date of
purchase (which shall be a Business Day no earlier than 30 days nor later than
60 days from the date such notice is mailed) (the “Excess
Proceeds Payment Date”); (C) that any Note not tendered will
continue to accrue interest pursuant to its terms; (D) that, unless the
Issuer defaults in the payment of the Excess Proceeds Payment, any Note accepted
for payment pursuant to the Excess Proceeds offer shall cease to accrue
interest on and after the Excess Proceeds Payment Date; (E) that Holders
electing to have a Note purchased pursuant to the Excess Proceeds Offer will be
required to surrender the Note, together with the form entitled “Option of
Holder to Elect Purchase” on the reverse side of the Note completed, to the
Paying Agent at the address specified in the notice prior to the close of
business on the third Business Day immediately preceding the Excess Proceeds
Payment Date; (F) that Holders will be entitled to


 


59





















 


withdraw their election if the
Paying Agent receives, not later than the close of business on the third
Business Day immediately preceding the Excess Proceeds Payment Date, a
facsimile transmission or letter setting forth the name of such Holder, the
principal amount of Notes delivered for purchase and a statement that such
Holder is withdrawing his election to have such Notes purchased; and (G) that
Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered; provided, however, that
each Note purchased and each new Note issued shall be in a principal amount of
$1,000 or integral multiples thereof.


 


(iii)          On
the Excess Proceeds Payment Date, the Issuer shall (A) accept for payment
on a pro rata basis Notes or portions thereof tendered pursuant to the Excess
Proceeds Offer, (B) deposit with the Paying Agent money sufficient to pay
the purchase price of all Notes or portions thereof so accepted, and (C) deliver,
or cause to be delivered, to the Trustee all Notes or portions thereof so
accepted together with an Officers’ Certificate specifying the Notes or
portions thereof so accepted for payment by the Issuer.  The Paying Agent shall promptly mail to the
Holders of Notes so accepted payment in an amount equal to the purchase price,
and the Trustee shall promptly authenticate and make available for delivery to
such Holders a new Note equal in principal amount to any unpurchased portion of
the Note surrendered; provided, however, that each Note purchased and each new Note issued
shall be in a principal amount of $1,000 or integral multiples thereof.  The Issuer will publicly announce the results
of the Excess Proceeds Offer as soon as practicable after the Excess Proceeds
Payment Date.


 


(iv)           The
Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of
the Exchange Act and any other securities laws or regulations thereunder in the
event that such Excess Proceeds are received by the Issuer under this Section 4.12
and the Issuer is required to repurchase Notes as described above.  To the extent that the provisions of any securities
laws or regulations conflict with the provisions of this Section 4.12, the
Issuer shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Section 4.12
by virtue thereof.


 


(c)           In
the event of the transfer of substantially all (but not all) the property and
assets of the Issuer as an entirety to a Person in a transaction permitted by Section 5.01,
the Successor Issuer shall be deemed to have sold the properties and assets of
the Issuer not so transferred for purposes of this Section 4.12, and shall
comply with the provisions of this Section 4.12 with respect to such
deemed sale as if it were an Asset Disposition, and the Successor Issuer shall
be deemed to have received Net Available Cash in an amount equal to the fair
market value (as determined in good faith by the Board of Directors) of the
properties and assets not so transferred or sold.


 


SECTION 4.13.                                              Limitation
on Sale or Issuance of Capital Stock of Restricted Subsidiaries.


 


The Issuer
shall not sell or otherwise dispose of any Capital Stock of a Restricted
Subsidiary, and shall not permit any Restricted Subsidiary, directly or
indirectly, to issue or sell or otherwise dispose of any of its Capital Stock
except (i) to the Issuer or a Wholly Owned Subsidiary or to any director
of a Restricted Subsidiary to the extent required as director’s qualifying
shares, (ii) if, immediately after giving effect to such issuance, sale or
other disposition, neither


 


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the Issuer nor any of its Restricted
Subsidiaries owns any Capital Stock of such Restricted Subsidiary, (iii) if,
immediately after giving effect to such issuance, sale or other disposition,
such Restricted Subsidiary would no longer constitute a Restricted Subsidiary
and any Investment in such Person remaining after giving effect thereto would
have been permitted to be made under Section 4.07 if made on the date of
such issuance, sale or other disposition, (iv) any sale of Capital Stock
in connection with a Permitted Units Financing, (v) to the Issuer, a
Restricted Subsidiary or the minority shareholders of any Restricted
Subsidiary, on a pro rata basis or (vi) to
the extent such shares are required by applicable law to be held by a Person
other than the Issuer or a Wholly Owned Subsidiary.


 


Notwithstanding
the foregoing, this covenant shall not prohibit the issuance or sale of Capital
Stock of any Restricted Subsidiary in connection with (a) the formation or
capitalization of a Restricted Subsidiary or (b) a single transaction or
series of substantially contemporaneous transactions whereby such Restricted
Subsidiary becomes a Restricted Subsidiary of the Issuer by reason of
acquisition of securities or assets from another Person.


 


SECTION 4.14.                                              Limitation
on Liens.


 


The Issuer
shall not, and shall not cause or permit any Restricted Subsidiary to, directly
or indirectly, create, incur, assume or suffer to exist any Lien on any assets
of the Issuer or any Restricted Subsidiary whether owned on the Issue Date or
acquired after the Issue Date, or any proceeds therefrom, or assign or
otherwise convey any right to receive income or profits therefrom (other than,
in each case, Permitted Liens).


 


SECTION 4.15.                                              Additional
Guarantees.


 


The
Issuer will cause each
Subsidiary which becomes a Subsidiary Guarantor after the Issue Date (i) to
execute and deliver to the Trustee a supplemental indenture, in form reasonably
satisfactory to the Trustee, pursuant to which such Subsidiary shall unconditionally
guarantee all of the Issuer’s obligations under the Notes and this Indenture on
the terms set forth in this Indenture and (ii) to deliver to the Trustee
an opinion of counsel that such supplemental indenture has been duly authorized,
executed and delivered by such Subsidiary and constitutes a legal, valid,
binding and enforceable obligation of such Subsidiary, subject to customary
exceptions for bankruptcy, fraudulent conveyance, equitable principles,
remedies and waivers.  Thereafter, such
Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture
until it ceases to be such pursuant to the definition of Subsidiary Guarantor
contained herein.


 


SECTION 4.16.                                              Activities
of the Issuer and Its Restricted Subsidiaries.


 


The Issuer
shall not, and shall not permit any Restricted Subsidiary to, engage in any
business other than developing, owning, engaging in and dealing with a
Permitted Business.


 


SECTION 4.17.                                              Activities
of Subordinated Guarantor.


 


(a)           The
Issuer shall not permit the Subordinated Guarantor to, and the Subordinated
Guarantor shall not (i) engage in any activity other than acquiring,
owning, holding, managing, marketing, maintaining, leasing, selling or
disposing of Rental Equipment and activities directly incidental thereto
(including leasing such Rental Equipment to the Issuer or any of


 


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its Subsidiaries) or (ii) incur any Indebtedness other than
Indebtedness incurred in compliance with Section 4.09.


 


(b)           Neither
the Issuer nor any of the Restricted Subsidiaries will sell, transfer or
otherwise convey to the Subordinated Guarantor any of its or their respective assets
other than Rental Equipment (and related leases) which Rental Equipment, at the
time of transfer, (x) is not evidenced by a certificate of title under
applicable motor vehicle registration, certificate of title and other
applicable state laws or (y) if evidenced by a certificate of title as
described in the preceding clause (x), where counsel to the Issuer is unable to
conclude that the notation of a security interest thereon (or another similar
procedure) is effective under applicable state law to create a fully perfected
security interest therein.


 


(c)           All
Rental Equipment (and related leases) sold, transferred or otherwise conveyed
by the Issuer or any of the Restricted Subsidiaries to the Subordinated
Guarantor shall be transferred or otherwise conveyed only by way of a capital
contribution to the common equity of the Subordinated Guarantor.


 


(d)           The
Issuer shall not permit the Subordinated Guarantor to, and the Subordinated
Guarantor shall not, have any Subsidiaries.


 


ARTICLE V


 


SUCCESSOR
CORPORATION


 


SECTION 5.01.                                              Merger
and Consolidation.


 


The Issuer
shall not consolidate with or merge with or into, or convey, transfer or lease,
in one transaction or a series of transactions, all or substantially all its
assets to, any Person (including Williams Scotsman International), unless:


 


(i)            the
resulting, surviving or transferee Person (the “Successor
Issuer”) shall be a Person organized and existing under the laws of
the United States of America, any State thereof or the District of Columbia and
the Successor Issuer (if not the Issuer) shall expressly assume, by an
indenture supplemental thereto, executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, all the obligations of the Issuer under
the Notes and this Indenture;


 


(ii)           immediately
after giving effect to such transaction (and treating any Indebtedness which
becomes an obligation of the Successor Issuer or any Subsidiary as a result of
such transaction as having been Incurred by such Successor Issuer or such
Subsidiary at the time of such transaction), no Default shall have occurred and
be continuing;


 


(iii)          immediately
after giving effect to such transaction, the Successor Issuer would (x) be able
to Incur an additional $1.00 of Indebtedness pursuant to Section 4.09(a) or
(y) have a Consolidated Coverage Ratio that would be equal to or greater than
the Consolidated Coverage Ratio of the Issuer immediately prior to such transaction;
and


 


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(iv)          the
Issuer shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer
and such supplemental indenture (if any) comply with this Indenture.


 


Notwithstanding
clause (iii) above (but subject to each such provision of this Indenture),
a Subsidiary Guarantor or a Wholly Owned Subsidiary (other than the
Subordinated Guarantor) may be consolidated with or merged into the Issuer and
the Issuer may consolidate with or merge with or into (1) another Person,
if such Person is a single purpose corporation that has not conducted any
business or Incurred any Indebtedness or other liabilities and such transaction
is being consummated solely to change the state of incorporation of the Issuer
or to form a holding company whose only asset is 100% of the Capital Stock of
the Issuer and (2) Williams Scotsman International; provided,
however, that immediately after giving
effect to such consolidation or merger, the Successor Issuer shall have a pro
forma Consolidated Coverage Ratio that is not less than Consolidated Coverage
Ratio of the Issuer immediately prior to such consolidation or merger; provided, further, that
the Subordinated Guarantor may be consolidated with, may be merged into or may
transfer all or substantially all its assets to the Issuer with the prior
written consent of the requisite holders or Representative or Representatives
of all Subordinated Guarantor Senior Indebtedness outstanding without complying
with the requirements of the first sentence of this paragraph (in which case,
if such consent has been given, the Subordinated Guarantee (including, without
limitation the provisions of Section 11.02) shall terminate and be extinguished).


 


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


 


Each Guarantor shall not and
the Issuer shall not permit any Guarantor to consolidate with or merge with or
into, or convey, transfer or lease, in one transaction or a series of
transactions, all or substantially all its assets to, any Person (other than,
in the case of a Subsidiary Guarantor, the Issuer or any other Subsidiary Guarantor),
unless:


 


(i)            the
resulting, surviving or transferee Person (the “Successor
Guarantor”) shall be a Person organized and existing under the laws
of the United States of America, any State thereof or the District of Columbia
and the Successor Guarantor (if not the Issuer) shall expressly assume, by an
indenture supplemental thereto, executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, all the obligations of the Guarantor on
the Guarantee and in this Indenture; and


 


(ii)           immediately
after giving effect to such transaction, no Default or Event of Default shall
have occurred and be continuing.


 


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


 


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all or substantially all its assets to, the Issuer
or any Subsidiary Guarantor with the prior written consent of the requisite
holders or Representative or Representatives of all Subordinated Guarantor
Senior Indebtedness outstanding (in which case, if such consent has been given,
the provisions of the Subordinated Guarantee and Section 11.02 of this
Indenture with respect to the Subordinated Guarantee shall terminate and be
extinguished).  Notwithstanding the above
provisions, (x) one or more transfers of assets to the Subordinated Guarantor
pursuant to Section 4.17(b) shall be permitted and (y) the
Subordinated Guarantor may lease any or all of its assets to the Issuer or any
Wholly Owned Subsidiary of the Issuer at any time.


 


ARTICLE VI


 


REMEDIES


 


SECTION 6.01.                                              Events
of Default.


 


An “Event of Default” occurs if:


 


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


 


(2)           the
Issuer defaults in the payment of the principal of any Note when the same
becomes due and payable at its Stated Maturity, upon optional redemption, upon
required repurchase, upon declaration or otherwise (including the failure to
make a payment to purchase Notes tendered pursuant to a Change of Control or an
Excess Proceeds Payment);


 


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


 


(4)           the
Issuer fails to comply with Section 4.05, 4.07, 4.08, 4.09, 4.10, 4.11,
4.12, 4.13 or 4.17 (other than a failure to purchase Notes when required under Section 4.11
or 4.12) and such failure continues for 30 days after the notice specified
below;


 


(5)           the
Issuer fails to comply with any of its agreements in the Notes or this
Indenture and such failure continues for 60 days after the notice specified
below;


 


(6)           Indebtedness
of the Issuer or any Significant Subsidiary is not paid within any applicable
grace period after final maturity or is accelerated by the holders thereof
because of a default and the total amount of such Indebtedness unpaid or
accelerated exceeds $25.0 million (the “cross acceleration provisions”);


 


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


 


(A)          commences
a voluntary case;


 


(B)           institutes
or has instituted against it any proceeding seeking (x) to adjudicate it a
bankrupt or insolvent, (y) liquidation, winding-up, reorganization,
arrangement, adjustment, protection, relief or composition of the Issuer or any


 


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Significant Subsidiary or their respective
debts under any Bankruptcy Law including any plan of compromise or arrangement
or other corporate proceeding involving or affecting its creditors;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(C)           orders
the winding up, liquidation, reorganization, arrangement, adjustment,
protection, relief or composition of the Issuer or any Significant Subsidiary
or their respective debts;


 


or any similar relief is granted under any
foreign laws and the order or decree remains unstayed and in effect for 60
days;


 


(9)           any
judgment or decree for the payment of money in excess of $25.0 million (net of
applicable insurance coverage provided that the applicable insurance carriers
have acknowledged coverage) is rendered against the Issuer or any Significant
Subsidiary, remains outstanding for a period of 60 days following the entry of
such judgment or decree and is not discharged, waived or the execution thereof
stayed within 10 days after the notice specified below or an enforcement
proceeding is commenced upon such judgment or decree (the “judgment
default provision”); or


 


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


 


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The foregoing
will constitute Events of Default whatever the reason for any such Event of Default
and whether it is voluntary or involuntary or is effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body.


 


A Default
under clause (4), (5) or (9) above is not an Event of Default until
the Trustee or the Holders of at least 25% in principal amount of the
outstanding Notes notify the Issuer of the Default and the Issuer does not cure
such Default within the time specified after receipt of such notice.  Such notice must specify the Default, demand
that it be remedied and state that such notice is a “Notice of Default”.


 


The Issuer
shall deliver to the Trustee, within 30 days after the occurrence thereof,
written notice in the form of an Officer’s Certificate of any Event of Default
under clause (6) above and any event which with the giving of notice or
the lapse of time would become an Event of Default under clause (4), (5) or
(9) above, its status and what action the Issuer is taking or proposes to
take with respect thereto.


 


SECTION 6.02.                                              Acceleration.


 


If an Event of
Default (other than pursuant to clause (7) or (8) of Section 6.01
with respect to the Issuer) occurs and is continuing, the Trustee by notice to
the Issuer, or the Holders of at least 25% in principal amount of the
outstanding Notes by notice to the Issuer and the Trustee, may declare the
principal of and accrued interest on all the outstanding Notes to be due and
payable immediately.  Upon such a declaration,
such principal and interest shall be due and payable immediately.  If an Event of Default specified in Section 6.01(7) or
(8) with respect to the Issuer occurs, the principal of and interest on
all the Notes shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Noteholders.  The Holders of a majority
in principal amount of the Notes by notice to the Trustee may rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has become due solely
because of acceleration.  No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.


 


SECTION 6.03.                                              Other
Remedies.


 


If an Event of
Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal of or interest on the Notes or to enforce
the performance of any provision of the Notes or this Indenture.


 


The Trustee
may maintain a proceeding even if it does not possess any of the Notes or does
not produce any of them in the proceeding. 
A delay or omission by the Trustee or any holder of the Notes in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default.  No remedy is exclusive
of any other remedy.  All available
remedies are cumulative to the extent provided by law.


 


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SECTION 6.04.                                              Waiver
of Past Defaults.


 


The Holders of
a majority in principal amount of the Notes then outstanding (including
consents obtained in connection with a tender offer or exchange for the Notes)
by notice to the Trustee may waive an existing Default and its consequences
except (i) a Default in the payment of the principal of or interest or
premium on a Note or (ii) a Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each Noteholder affected.  When a Default is waived, it is deemed cured,
but no such waiver shall extend to any subsequent or other Default or impair
any consequent right.


 


SECTION 6.05.                                              Control
by Majority.


 


The Holders of
a majority in principal amount of the Notes may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
of exercising any trust or power conferred on the Trustee.  However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, subject to Section 7.01,
that the Trustee determines is unduly prejudicial to the rights of other
Holders of the Notes or would involve the Trustee in personal liability; provided, however, that
the Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction.  Prior
to taking any action hereunder, the Trustee shall be entitled to
indemnification reasonably satisfactory to it against all losses and expenses
caused by taking or not taking such action.


 


SECTION 6.06.                                              Limitation
on Suits.


 


A Noteholder
may not pursue any remedy with respect to this Indenture or the Notes except to
enforce the right to receive payment of principal, premium (if any) or interest
when due unless:


 


(1)           the
Holder gives to the Trustee written notice stating that an Event of Default is
continuing;


 


(2)           the
Holders of at least 25% in principal amount of the outstanding Notes make a
written request to the Trustee to pursue the remedy;


 


(3)           such
Holder or Holders offer to the Trustee security or indemnity reasonably
satisfactory to the Trustee against any loss, liability or expense;


 


(4)           the
Trustee does not comply with the request within 60 days after receipt of the
request and the offer of security or indemnity; and


 


(5)           the
Holders of a majority in principal amount of the outstanding Notes do not give
the Trustee a direction inconsistent with the request during such 60-day
period.


 


A Holder may
not use this Indenture to prejudice the rights of another Holder or to obtain a
preference or priority over another Holder.


 


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SECTION 6.07.                                              Rights
of Holders to Receive Payment.


 


Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of principal of and interest on the Notes held by such Holder, on or
after the respective due dates expressed in the Notes, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.


 


SECTION 6.08.                                              Collection
Suit by Trustee.


 


If an Event of
Default specified in Section 6.01(l) or (2) occurs and is continuing,
the Trustee may recover judgment in its own name and as Trustee of an express
trust against the Issuer for the whole amount then due and owing (together with
interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 7.07.


 


SECTION 6.09.                                              Proofs
of Claim.


 


The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Holders allowed
in any judicial proceedings relative to the Issuer, any Guarantor, the
Subordinated Guarantor, their respective creditors or their respective property
and, unless prohibited by law or applicable regulations, may vote on behalf of
the Holders in any election of a Trustee in bankruptcy or other Person
performing similar functions, and any Custodian in any such judicial proceeding
is hereby authorized by each Holder to make payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 7.07.


 


SECTION 6.10.                                              Priorities.


 


If the Trustee
collects money or property pursuant to this Article VI, it shall pay out
the money or property in the following order:


 


FIRST:  to the Trustee for amounts due under Section 7.07;


 


SECOND:  to Holders of the Notes for amounts due and
unpaid on the Notes for principal (including any premium) and interest,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Notes for principal (including any premium) and
interest, respectively;


 


THIRD:  without duplication, to Holders for any other
Obligations owing to Holders under this Indenture or the Notes; and


 


FOURTH:  the balance, if any, to the Issuer or to such
party as a court of competent jurisdiction shall direct.


 


The Trustee
may fix a record date and payment date for any payment to Holders of the Notes
pursuant to this Section.  At least 15
days before such record date, the Issuer shall


 


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mail or cause to be mailed to each Noteholder
and the Trustee a notice that states the record date, the payment date and
amount to be paid.


 


SECTION 6.11.                                              Undertaking
for Costs.


 


In any suit
for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a court
in its discretion may require the filing by any party litigant in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in the suit, having due regard to the merits and
good faith of the claims or defenses made by the party litigant.  This Section does not apply to a suit by
the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by
Holders of more than 10% in principal amount of the Notes.


 


ARTICLE VII


 


TRUSTEE


 


SECTION 7.01.                                              Duties
of Trustee.


 


(a)           If
an Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture and use the same
degree of care and skill in its exercise thereof as a prudent person would exercise
or use under the circumstances in the conduct of his or her own affairs.


 


(b)           Except
during the continuance of an Event of Default:


 


(1)           The
Trustee need perform only those duties as are specifically set forth in this
Indenture and no implied covenants or obligations shall be read into this
Indenture that are against the Trustee.


 


(2)           In
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture. 
However, in the case of any such certificates or opinions that by any
provision hereof are specifically required to be furnished to the Trustee, the Trustee
shall examine the certificates and opinions to determine whether or not they
conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated
therein).


 


(c)           Notwithstanding
anything to the contrary herein contained, the Trustee may not be relieved from
liability for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that:


 


(1)           This
paragraph does not limit the effect of paragraph (b) of this Section 7.01.


 


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(2)           The
Trustee shall not be liable for any error of judgment made in good faith by a
Trust Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts.


 


(3)           The
Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.02,
6.04 or 6.05 relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture with respect to the
Notes.


 


(d)           No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder or in the exercise of any of its rights or powers if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.


 


(e)           Every
provision of this Indenture that in any way relates to the Trustee is subject
to paragraphs (a), (b), (c) and (d) of this Section 7.01 and Section 7.02.


 


(f)            The
Trustee shall not be liable for interest on any money or assets received by it
except as the Trustee may agree in writing with the Issuer.  Assets held in trust by the Trustee need not
be segregated from other assets except to the extent required by law.


 


SECTION 7.02.                                              Rights
of Trustee.


 


Subject to Section 7.01:


 


(a)           The
Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any document believed by it to be genuine and to
have been signed or presented by the proper Person.  The Trustee need not investigate any fact or
matter stated in the document.


 


(b)           Before
the Trustee acts or refrains from acting, it may consult with counsel of its
selection and may require an Officers’ Certificate or an Opinion of Counsel,
which shall conform to Sections 10.04 and 10.05.  The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on the advice of
such counsel or such Officers’ Certificate or Opinion of Counsel.


 


(c)           The
Trustee may act through its attorneys and agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care.


 


(d)           The
Trustee shall not be liable for any action that it takes or omits to take in
good faith which it reasonably believes to be authorized or within its rights
or powers.


 


(e)           The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, notice,
request, direction, consent, order, bond, debenture, or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts


 


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or matters as it may see fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it shall
be entitled, upon reasonable notice to the Issuer, to examine the books,
records, and premises of the Issuer, personally or by agent or attorney and to
consult with the officers and representatives of the Issuer, including the
Issuer’s accountants and attorneys and the Trustee shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation.


 


(f)            The
Trustee shall be under no obligation to exercise any of its rights or powers vested
in it by this Indenture at the request, order or direction of any of the Holders
pursuant to the provisions of this Indenture, unless such Holders have offered
to the Trustee indemnity reasonably satisfactory to the Trustee against the
costs, expenses and liabilities which may be incurred by it in compliance with
such request, order or direction.


 


(g)           The
Trustee shall not be required to give any bond or surety in respect of the
performance of its powers and duties hereunder.


 


(h)           Delivery
of reports, information and documents to the Trustee under Section 4.05 is
for informational purposes only and the Trustee’s receipt of the foregoing
shall not constitute constructive notice of any information contained therein
or determinable from information contained therein, including the Issuer’s
compliance with any of their covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates).


 


(i)            Whenever
in the administration of this Indenture the Trustee shall deem it desirable
that a matter be proved or established prior to taking, suffering or omitting
any action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, conclusively rely
upon an Officers’ Certificate.


 


(j)            In
no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action.


 


(k)           The
Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Trust Officer of the Trustee has actual knowledge thereof or unless
written notice of any event which is in fact such a default is received by the
Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Notes and this Indenture.


 


(l)            The
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder;
and


 


(m)          The
Trustee may request that the Issuer deliver a certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture.


 


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SECTION 7.03.                                              Individual
Rights of Trustee.


 


The Trustee in
its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with Holdings, the Issuer, or any of the Subsidiaries,
or their respective Affiliates with the same rights it would have if it were
not Trustee.  Any Agent may do the same
with like rights.  However, the Trustee
must comply with Sections 7.10 and 7.11.


 


SECTION 7.04.                                              Trustee’s
Disclaimer.


 


The Trustee
makes no representation as to the validity or adequacy of this Indenture or the
Notes, and it shall not be accountable for the Issuer’s use of the proceeds
from the Notes, and it shall not be responsible for any statement of the Issuer
in this Indenture or the Notes other than the Trustee’s certificate of
authentication.


 


SECTION 7.05.                                              Notice
of Default.


 


If a Default
or an Event of Default occurs and is continuing and if it is known to a Trust
Officer, the Trustee shall mail to each Holder notice of the uncured Default or
Event of Default within 90 days after obtaining knowledge thereof.  Except in the case of a Default or an Event
of Default in payment of principal of, or interest on, any Note, including an
accelerated payment, a Default in payment on the Change of Control repurchase
date or on the Excess Proceeds Payment Date pursuant to an Excess Proceeds
Offer, the Trustee may withhold the notice if and so long as its Board of Directors,
the executive committee of its Board of Directors or a committee of its
directors and/or Trust Officers in good faith determines that withholding the
notice is in the interest of the Holders. 
The foregoing sentence of this Section 7.05 shall be in lieu of the
proviso to § 315(b) of the TIA and such proviso to § 315(b) of
the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted
by the TIA.


 


SECTION 7.06.                                              Reports
by Trustee to Holders.


 


Within 60 days
after September 15 of each year beginning with 2006, the Trustee shall, to
the extent that any of the events described in TIA § 313(a) occurred
within the previous twelve months, but not otherwise, mail to each Holder a
brief report dated as of such date that complies with TIA § 313(a).  The Trustee also shall comply with TIA §§ 313(b),
(c) and (d).


 


A copy of each
report at the time of its mailing to Holders shall be mailed to the Issuer and
filed with the SEC and each stock exchange, if any, on which the Notes are
listed.


 


The Issuer
shall promptly notify the Trustee if the Notes become listed on any stock
exchange and of any delisting thereof and the Trustee shall comply with TIA § 313(d).


 


SECTION 7.07.                                              Compensation
and Indemnity.


 


The Issuer
shall pay to the Trustee from time to time such compensation for its services
as has been agreed to in writing signed by the Issuer and the Trustee.  The Trustee’s compensation shall not be
limited by any law on compensation of a Trustee of an express trust.  The Issuer shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses


 


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incurred or made by it in connection with the
performance of its duties under this Indenture. 
Such expenses shall include the reasonable fees and expenses of the
Trustee’s agents, counsel, accountants and experts.


 


The Issuer
shall indemnify each of the Trustee (or any predecessor Trustee) and its
agents, employees, stockholders, Affiliates and directors and officers for, and
hold them each harmless against, any and all loss, liability, damage, claim or
expense (including reasonable fees and expenses of counsel), including taxes
(other than taxes based on the income of the Trustee), incurred by them except
for such actions to the extent caused by any negligence, bad faith or willful
misconduct on their part, arising out of or in connection with the acceptance
or administration of this trust including the reasonable costs and expenses of
defending themselves against any claim (whether asserted by the Issuer, any
Holder or any other reason) or liability in connection with the exercise or
performance of any of their rights, powers or duties hereunder or in connection
with enforcing the provisions of this Section. 
The Trustee shall notify the Issuer promptly of any claim asserted
against the Trustee for which it may seek indemnity.  The Issuer shall defend the claim and the
Trustee shall cooperate and may participate in the defense.  Alternatively, the Trustee may at its option
have separate counsel of its own choosing and the Issuer shall pay the
reasonable fees and expenses of such counsel.


 


When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(7) or (8) occurs, such expenses and the
compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.


 


The provisions
of this Section 7.07 shall survive the termination of this Indenture.


 


SECTION 7.08.                                              Replacement
of Trustee.


 


The Trustee
may resign at any time by so notifying the Issuer.  The Holders of a majority in principal amount
of the outstanding Notes may remove the Trustee and appoint a successor Trustee
with the Issuer’s consent, by so notifying the Issuer and the Trustee.  The Issuer may remove the Trustee if:


 


(1)           the
Trustee fails to comply with Section 7.10;


 


(2)           the
Trustee is adjudged bankrupt or insolvent;


 


(3)           a
receiver or other public officer takes charge of the Trustee or its property;
or


 


(4)           the
Trustee becomes incapable of acting.


 


If the Trustee
resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Issuer shall notify each Holder of such event and shall promptly
appoint a successor Trustee.  Within one
year after the successor Trustee takes office, the Holders of a majority in
aggregate principal amount of the outstanding Notes may appoint a successor
Trustee to replace the successor Trustee appointed by the Issuer.


 


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A successor
Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuer.  Immediately
after that, the retiring Trustee shall transfer all property held by it as
Trustee to the successor Trustee, subject to the lien provided in Section 7.07,
the resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture.  The Issuer
shall mail notice of such successor Trustee’s appointment to each Holder.


 


If a successor
Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee (at the Issuer’s expense), the Issuer or
the Holders of at least 10% in aggregate principal amount of the outstanding
Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee.


 


If the Trustee
fails to comply with Section 7.10, any Holder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.


 


Notwithstanding
any resignation or replacement of the Trustee pursuant to this Section 7.08,
the Issuer’s obligations under Section 7.07 shall continue for the benefit
of the retiring Trustee.


 


SECTION 7.09.                                              Successor
Trustee by Merger, etc.


 


If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, the resulting,
surviving or transferee corporation without any further act shall, if such
resulting, surviving or transferee corporation is otherwise eligible hereunder,
be the successor Trustee; provided, however, that such corporation shall be otherwise qualified
and eligible under this Article VII.


 


SECTION 7.10.                                              Eligibility;
Disqualification.


 


This Indenture
shall always have a Trustee who satisfies the requirement of TIA §§ 310(a)(1),
(2) and (5).  The Trustee (or, in
the case of a Trustee that is a subsidiary of another Bank or a corporation
included in a bank holding company system, the related bank or bank holding company)
shall have a combined capital and surplus of at least $50 million as set forth
in its most recent published annual report of condition, and have a Corporate
Trust Office in The City of New York.  In
addition, if the Trustee is a subsidiary of another Bank or a corporation
included in a bank holding company system, the Trustee, independently of such
bank or bank holding company, shall meet the capital requirements of TIA § 310(a)(2).  The Trustee shall comply with TIA § 310(b);
provided, however,
that there shall be excluded from the operation of TIA § 310(b)(1) any
indenture or indentures under which other securities, or certificates of
interest or participation in other securities, of the Issuer, a Guarantor or
the Subordinated Guarantor are outstanding, if the requirements for such
exclusion set forth in TIA § 310(b)(1) are met.  The provisions of TIA § 310 shall apply
to the Issuer, the Guarantors and the Subordinated Guarantor, as obligors of
the Notes.


 


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SECTION 7.11.                                              Preferential
Collection of Claims Against Issuer.


 


The Trustee
shall comply with TIA § 311(a), excluding any creditor relationship listed
in TIA § 311(b).  A Trustee who has
resigned or been removed shall be subject to TIA § 311(a) to the
extent indicated therein.


 


ARTICLE VIII


 


DISCHARGE OF
INDENTURE; DEFEASANCE


 


SECTION 8.01.                                              Termination
of Issuer’s Obligations.


 


This Indenture
will be discharged and will cease to be of further effect (except as to
surviving rights of registration of transfer or exchange of the Notes, as
expressly provided for in this Indenture) as to all outstanding Notes when (1) either
(i) all Notes, theretofore authenticated and delivered (except lost, stolen
or destroyed Notes which have been replaced or paid and Notes for whose payment
money has theretofore been deposited in trust or segregated and held in trust
by the Issuer and thereafter repaid to the Issuer or discharged from such
trust) have been delivered to the Trustee for cancellation or (ii) all
Notes not theretofore delivered to the Trustee for cancellation (A) have
become due and payable by reason of the mailing of a notice of redemption or
otherwise, (B) will become due and payable within one year or (C) are
to be called for redemption within 12 months under arrangements reasonably
satisfactory to the Trustee for the giving of notice of redemption by the Trustee
in the name and at the reasonable expense of the Issuer, and the Issuer, any
Guarantor or the Subordinated Guarantor have irrevocably deposited or caused to
be deposited with the Trustee as trust funds in trust solely for the benefit of
the Holders, cash in U.S. dollars, non-callable direct obligations of the United
States maturing within one year or less (“Eligible Obligations”),
or a combination of cash in U.S. dollars and Eligible Obligations, in amounts
as will be sufficient to pay and discharge the entire Indebtedness on the Notes
not delivered to the Trustee for cancellation for principal, premium and
Additional Interest on the Notes, if any, and accrued interest to the date of
maturity or redemption, as the case may be; (2) no Default or Event of
Default has occurred and is continuing on the date of the deposit or will occur
as a result of the deposit and the deposit will not result in a breach or
violation of, or constitute a default under, any other material instrument to
which the Issuer, any Guarantor or the Subordinated Guarantor is a party or by
which the Issuer, any Guarantor or the Subordinated Guarantor is bound; (3) the
Issuer, each Guarantor and the Subordinated Guarantor have paid or caused to be
paid all sums payable by them under this Indenture; and (4) the Issuer has
delivered irrevocable instructions to the Trustee under this Indenture to apply
the deposited money toward the payment of the Notes at maturity or the
redemption date, as the case may be.


 


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


 


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


 


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The Issuer
may, at its option and at any time, elect to have its obligations and the
obligations of the Guarantors and the Subordinated Guarantor discharged with
respect to the Notes, the Guarantees, the Subordinated Guarantee and this
Indenture (“Legal Defeasance”).  Such Legal Defeasance means that the Issuer
shall be deemed to have paid and discharged the entire indebtedness represented
by the outstanding Notes, and satisfied all of its obligations with respect to
the Notes, except for (a) the rights of Holders to receive payments in
respect of the principal of and interest on the Notes when such payments are
due, (b) the Issuer’s obligations with respect to the Notes concerning
issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or
stolen Notes and the maintenance of an office or agency for payments, (c) the
rights, powers, trust, duties and immunities of the Trustee and the Issuer’s
obligations in connection therewith and (d) the Legal Defeasance
provisions of this Section 8.01.  In
addition, the Issuer may, at its option and at any time, elect to have the
obligations of the Issuer, Williams Scotsman International, the Guarantors, if
any, and the Subordinated Guarantor released with respect to Sections 4.05,
4.07 through 4.17 (“Covenant Defeasance”),
clause (iii) of the first paragraph of Section 5.01 and the first
proviso of the second paragraph of Section 5.01 and thereafter any
omission to comply with such obligations shall not constitute a Default or
Event of Default with respect to the Notes. 
In the event of Covenant Defeasance, those events described under Section 6.01(4),
(5) (with respect to Sections 4.14, 4.15 and 4.16), (6), (7) (as it
relates to Significant Subsidiaries), (8) (as it relates to Significant
Subsidiaries), (9) or (10) or a failure to comply with clause (iii) of
the first paragraph of Section 5.01 or the first proviso of the second
paragraph of Section 5.01 will no longer constitute an Event of Default
with respect to the Notes.  Upon
satisfaction of the conditions set forth below for Legal Defeasance or Covenant
Defeasance, as the case may be, the Guarantees and the Subordinated Guarantee
shall be released and the Issuer, the Guarantors and the Subordinated Guarantor
will be entitled to releases of any asset or property constituting collateral
from the Liens securing the Notes, the Guarantees and the Subordinated
Guarantee.


 


In order to
exercise either Legal Defeasance or Covenant Defeasance:


 


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


 


(b)           in
the case of Legal Defeasance (other than within 12 months of the Maturity Date
or the redemption date for the Notes), the Issuer shall have delivered to the
Trustee an opinion of counsel in the United States reasonably acceptable to the
Trustee confirming that (i) the Issuer has received from, or there has
been published by, the Internal Revenue Service a ruling or (ii) since the
date of this Indenture, there has been a change in the applicable federal
income tax law, in either case to the effect that, and based thereon such
opinion of counsel shall confirm that, the Holders will not recognize income,
gain or loss for federal income tax purposes as a result of such Legal
Defeasance and in either case and (iii) the Holders will be subject to
U.S. federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Legal Defeasance had not occurred;


 


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(c)           in
the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee
an opinion of counsel in the United States reasonably acceptable to the Trustee
confirming that the Holders will not recognize income, gain or loss for federal
income tax purposes as a result of such Covenant Defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred;


 


(d)           no
Default or Event of Default shall have occurred and be continuing on the date
of such deposit or insofar as Events of Default under Section 6.01(7) or
(8) from bankruptcy or insolvency events are concerned, at any time in the
period ending on the 91st day after the date of deposit;


 


(e)           such
Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under this Indenture or any other
material agreement or instrument to which the Issuer or any of its Subsidiaries
is a party or by which the Issuer or any of its Subsidiaries is bound;


 


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


 


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


 


(h)           the
Issuer shall have delivered to the Trustee an Opinion of Counsel (subject to
customary exceptions) to the effect that after the 91st day following the
deposit, the trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally.


 


SECTION 8.02.                                              Application
of Trust Money.


 


The Trustee or
Paying Agent shall hold in trust U.S. Legal Tender or U.S. Government
Obligations or Eligible Obligations deposited with it pursuant to Section 8.01,
and shall apply the deposited U.S. Legal Tender and the money from U.S.
Government Obligations or Eligible Obligations in accordance with this
Indenture to the payment of the principal of and interest on the Notes.  The Trustee shall be under no obligation to
invest said U.S. Legal Tender or U.S. Government Obligations or Eligible
Obligations.


 


The Issuer
shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the Legal Tender or U.S. Government Obligations
or Eligible Obligations deposited pursuant to Section 8.01 or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of outstanding
Notes.


 


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SECTION 8.03.                                              Repayment
to the Issuer.


 


Subject to Section 8.01,
the Trustee and the Paying Agent shall promptly pay to the Issuer upon request
any excess U.S. Legal Tender or U.S. Government Obligations or Eligible
Obligations held by them at any time and thereupon shall be relieved from all
liability with respect to such money. 
The Trustee and the Paying Agent shall pay to the Issuer upon request
any money held by them for the payment of principal or interest that remains
unclaimed for two years; provided, however, that the Trustee or such Paying Agent, before being
required to make any payment, may at the expense of the Issuer cause to be
published once in a newspaper of general circulation in the City of New York or
mail to each Holder entitled to such money notice that such money remains
unclaimed and that after a date specified therein which shall be at least 30
days from the date of such publication or mailing any unclaimed balance of such
money then remaining will be repaid to the Issuer.  After payment to the Issuer, Holders entitled
to such money must look to the Issuer for payment as general creditors unless
an applicable law designates another Person.


 


SECTION 8.04.                                              Reinstatement.


 


If the Trustee
or Paying Agent is unable to apply any U.S. Legal Tender or U.S. Government
Obligations or Eligible Obligations in accordance with Section 8.01 by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuer’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.01
until such time as the Trustee or Paying Agent is permitted to apply all such
U.S. Legal Tender or U.S. Government Obligations or Eligible Obligations in
accordance with Section 8.01; provided, however, that if the Issuer has made any payment of interest
on or principal of any Notes because of the reinstatement of its obligations,
the Issuer shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the U.S. Legal Tender or U.S. Government Obligations
or Eligible Obligations held by the Trustee or Paying Agent.


 


SECTION 8.05.                                              Acknowledgment
of Discharge by Trustee.


 


After (i) the
conditions of Section 8.01 have been satisfied, (ii) the Issuer has
paid or caused to be paid all other sums payable hereunder by the Issuer and (iii) the
Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent referred to in clause (i) above
relating to the satisfaction and discharge of this Indenture have been complied
with, the Trustee upon request shall acknowledge in writing the discharge of the
Issuer’s, each Guarantor’s and the Subordinated Guarantor’s obligations under
this Indenture except for those surviving obligations specified in Section 8.01;
provided the legal counsel delivering
such Opinion of Counsel may rely as to matters of fact on one or more Officers’
Certificates of the Issuer.


 


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ARTICLE IX


 


AMENDMENTS AND
WAIVERS


 


SECTION 9.01.                                              Without
Consent of Holders.


 


The Issuer,
the Guarantors, the Subordinated Guarantor and the Trustee may amend this
Indenture, the Notes, the Guarantees and the Subordinated Guarantee
(collectively, the “Indenture Documents”)
without notice to or consent of any Holder:


 


(1)           to
cure any ambiguity, omission, defect or inconsistency;


 


(2)           to provide for the assumption by a successor
issuer or guarantor of the obligations of the Issuer, the Guarantor or the
Subordinated Guarantor under this Indenture;


 


(3)           to
comply with Article V;


 


(4)           to
provide for uncertificated Notes in addition to or in place of certificated
Notes; provided, however,
that the uncertificated Notes are issued in registered form for purposes of Section l63(f) of
the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of
the Code;


 


(5)           to
add guarantees with respect to the Notes or to secure the Notes or to provide
for the release of the Subordinated Guarantee as described in the definition of
Guarantor;


 


(6)           to
release any Guarantor or the Subordinated Guarantor from its obligations under
its Guarantee or Subordinated Guarantee and this Indenture to the extent permitted
by this Indenture;


 


(7)           to
add to the covenants of the Issuer, the Guarantors or the Subordinated
Guarantor for the benefit of the Holders or to surrender any right or power
herein conferred upon the Issuer, the Guarantors or the Subordinated Guarantor;


 


(8)           to
comply with any requirements of the SEC in connection with qualifying, or
maintaining the qualification of, this Indenture under the TIA;


 


(9)           to
make any change that does not adversely affect the rights of any Holder; or


 


(10)         to
conform the text of this Indenture, the Guarantees and the Notes to any
provision of the “Description of Notes” section of the Offering Memorandum
to the extent that such provision in the “Description of Notes” was intended to
be a verbatim recitation of a provision of this Indenture, the Guarantees or
the Notes.


 


After an
amendment under this Section becomes effective, the Issuer shall mail to
Noteholders a notice briefly describing such amendment.  The failure to give such notice to all


 


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Noteholders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section.


 


Upon the
request of the Company, and upon receipt by the Trustee of the documents
described in Section 7.02 hereof, the Trustee shall execute any amended or
supplemental Indenture Documents (including those referenced to in the
paragraph above) authorized by the terms of this Indenture and make any further
appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into such amended or supplemental
Indenture Documents that affect its own rights, duties or immunities under this
Indenture or otherwise.


 


SECTION 9.02.                                              With
Consent of Holders.


 


The Issuer and
the Trustee may amend this Indenture without notice to any Holder but with the
written consent of the Holders of at least a majority in principal amount of
the Notes then Outstanding (including consents obtained in connection with a
tender offer or exchange for the Notes then Outstanding) and any past default
or compliance with any provisions may be waived with the consent of the Holders
of a majority in principal amount of the Notes then Outstanding.  However, without the consent of each Holder
affected thereby, an amendment may not:


 


(1)           reduce
the amount of Notes whose Holders must consent to an amendment;


 


(2)           reduce
the rate of or extend the time for payment of interest on any Note;


 


(3)           reduce
the principal of or extend the Stated Maturity of any Note;


 


(4)           reduce
the premium payable upon the redemption of any Note or change the time at which
any Note may be redeemed in accordance with Article III (other than an
optional redemption described in the second paragraph of Section 3.03(b),
except from and after the time that a Change of Control has occurred until the
relevant Change of Control Offer shall have been consummated);


 


(5)           make
any Note payable in money other than that stated in the Note;


 


(6)           impair
the right of any Holder of the Notes to receive payment of principal of and
interest on such Holder’s Notes on or after the due dates therefore or to
institute suit for the enforcement of any payment on or with respect to such
Holder’s Notes;


 


(7)           make
any change in Section 6.04 or 6.07 or the second sentence of this Section;
or


 


(8)           release
any Guarantor that is a Significant Subsidiary or the Subordinated Guarantor
from any of its obligations under its Guarantee or the Subordinated Guarantee,
as the case may be, otherwise than in accordance with the terms of this
Indenture.


 


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It shall not
be necessary for the consent of the Holders under this Section to approve
the particular form of any proposed amendment, but it shall be sufficient if
such consent approves the substance thereof.


 


An amendment
under Section 9.01 or this Section 9.02 may not make any change that
adversely affects the rights of any holder of Subordinated Guarantor Senior
Indebtedness then outstanding in Article V, Section 11.02, Section 11.05,
the definition of Guarantor in Section 1.01, any other provision of this
Indenture which requires the consent of the holders of such Subordinated
Guarantor Senior Indebtedness and any defined term to the extent used in any of
the foregoing provisions unless the requisite holders of such Subordinated
Guarantor Senior Indebtedness (or any group or representative thereof
authorized to give a consent) consent to such change.


 


After an
amendment under this Section 9.02 becomes effective, the Issuer shall mail
to Holders a notice briefly describing such amendment.  The failure to give such notice to all
Holders, or any defect therein, shall not impair or affect the validity of an
amendment under this Section.


 


SECTION 9.03.                                              Compliance
with Trust Indenture Act.


 


Every
amendment to this Indenture or the Notes shall comply with the TIA as then in
effect.


 


SECTION 9.04.                                              Revocation
and Effect of Consents and Waivers.


 


A consent to
an amendment or a waiver by a Holder of a Note shall bind the Holder and every
subsequent Holder of that Note or portion of the Note that evidences the same
debt as the consenting Holder’s Note, even if notation of the consent or waiver
is not made on the Note.  However, any
such Holder or subsequent Holder may revoke the consent or waiver as to such
Holder’s Note or portion of the Note if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective.  After an amendment or waiver becomes
effective, it shall bind every Holder. 
An amendment or waiver becomes effective upon the execution of such
amendment or waiver by the Trustee.


 


The Issuer
may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to give their consent or take any other action
described above or required or permitted to be taken pursuant to this
Indenture.  If a record date is fixed,
then notwithstanding the immediately preceding paragraph, those Persons who
were Holders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. 
No such consent shall be valid or effective for more than 180 days after
such record date.


 


SECTION 9.05.                                              Notation
on or Exchange of Notes.


 


If an
amendment changes the terms of a Note, the Trustee may require the Holder of
the Note to deliver it to the Trustee. 
The Trustee may place an appropriate notation on the Note regarding the
changed terms and return it to the Holder. 
Alternatively, if the Issuer or the


 


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Trustee so determines, the Issuer in exchange
for the Note shall issue and the Trustee shall authenticate a new Note that
reflects the changed terms.  Failure to
make the appropriate notation or to issue a new Issuer shall not affect the
validity of such amendment.


 


SECTION 9.06.                                              Trustee
To Sign Amendments.


 


The Trustee
shall sign any amendment authorized pursuant to this Article IX if the
amendment does not adversely affect the rights, duties, liabilities or
immunities of the Trustee.  If it does,
the Trustee may but need not sign it.  In
signing such amendment the Trustee shall be entitled to receive indemnity
reasonably satisfactory to it and to receive, and (subject to Section 7.01)
shall be fully protected in relying upon, an Officers’ Certificate and an
Opinion of Counsel stating that such amendment is authorized or permitted by
this Indenture.


 


ARTICLE X


 


MISCELLANEOUS


 


SECTION 10.01.                                        TIA Controls.


 


If any
provision of this Indenture limits, qualifies, or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
required provision shall control; provided, however, that this Section 10.01 shall not of itself
require that this Indenture or the Trustee be qualified under the TIA or
constitute any admission or acknowledgment by any party hereto that any such
qualification is required prior to the time this Indenture and the Trustee are
required by the TIA to be so qualified.


 


SECTION 10.02.                                        Notices.


 


Any notices or
other communications required or permitted hereunder shall be in writing, and
shall be sufficiently given if made by hand delivery, by telex, by telecopier
or registered or certified mail, postage prepaid, return receipt requested,
addressed as follows:


 


if to the
Issuer or any Guarantor or the Subordinated Guarantor:


 


Williams Scotsman, Inc.

8211 Town Center Drive

Baltimore, Maryland  21236

Telecopier Number:  (410) 931-6000

Attention:  General Counsel


 


if to the
Trustee:


 


The Bank of New York

101 Barclay Street

8th Floor West

New York, NY  10286

Telecopier Number:  (212) 815-5707

Attention:  Corporate Trust Division


 


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The Issuer,
the Guarantors and the Subordinated Guarantor and the Trustee by written notice
to the other may designate additional or different addresses for notices to
such Person.  Any notice or communication
to the Issuer, the Guarantors and the Subordinated Guarantor or the Trustee
shall be deemed to have been given or made as of the date so delivered if hand
delivered; when answered back, if telexed; when receipt is acknowledged, if
faxed; and five (5) calendar days after mailing if sent by registered or
certified mail, postage prepaid (except that a notice of change of address
shall not be deemed to have been given until actually received by the
addressee).


 


Any notice or
communication mailed to a Holder shall be mailed to him by first-class mail or
other equivalent means at his address as it appears on the registration books
of the Registrar ten (10) days prior to such mailing and shall be sufficiently
given to him if so mailed within the time prescribed.


 


Failure to
mail a notice or communication to a Holder or any defect in it shall not affect
its sufficiency with respect to other Holders. 
If a notice or communication is mailed in the manner provided above, it
is duly given, whether or not the addressee receives it.


 


SECTION 10.03.                                        Communications
by Holders with Other Holders.


 


Holders may
communicate pursuant to TIA § 312(b) with other Holders with respect
to their rights under this Indenture or the Notes.  The Issuer, the Guarantors, the Subordinated
Guarantor, the Trustee, the Registrar and any other Person shall have the
protection of TIA § 312(c).


 


SECTION 10.04.                                        Certificate
and Opinion as to Conditions Precedent.


 


Upon any
request or application by the Issuer, the Subordinated Guarantor or the
Guarantors to the Trustee to take any action under this Indenture, the Issuer
shall furnish to the Trustee:


 


(1)           an
Officers’ Certificate, in form and substance reasonably satisfactory to the
Trustee, stating that, in the opinion of the signers, all conditions precedent
to be performed by the Issuer, if any, provided for in this Indenture relating
to the proposed action have been complied with; and


 


(2)           an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent to be performed by the Issuer, if any, provided for in
this Indenture relating to the proposed action have been complied with (which
counsel, as to factual matters, may rely on an Officers’ Certificate).


 


SECTION 10.05.                                        Statements
Required in Certificate or Opinion.


 


Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture, other than the Officers’ Certificate required
by Section 4.04, shall include:


 


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(1)           a
statement that the Person making such certificate or opinion has read such
covenant or condition;


 


(2)           a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;


 


(3)           a
statement that, in the opinion of such Person, he has made such examination or
investigation as is reasonably necessary to enable him to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and


 


(4)           a
statement as to whether or not, in the opinion of each such Person, such
condition or covenant has been complied with.


 


SECTION 10.06.                                        Rules by
Trustee, Paying Agent, Registrar.


 


The Trustee
may make reasonable rules in accordance with the Trustee’s customary
practices for action by or at a meeting of Holders.  The Paying Agent or Registrar may make reasonable
rules for its functions.


 


SECTION 10.07.                                        Legal
Holidays.


 


If any payment
date is not a Business Day, payment may be made at such place on the next
succeeding day that is a Business Day, and no interest shall accrue for the
intervening period.


 


SECTION 10.08.                                        GOVERNING
LAW.


 


THIS
INDENTURE, THE NOTES, THE GUARANTEES AND THE SUBORDINATED GUARANTEE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.  Each of the parties hereto agrees to submit
to the jurisdiction of the courts of the State of New York in any action or
proceeding arising out of or relating to this Indenture, the Notes, the
Guarantees or the Subordinated Guarantee.


 


SECTION 10.09.                                        No Adverse
Interpretation of Other Agreements.


 


This Indenture
may not be used to interpret another indenture, loan or debt agreement of the
Issuer or any of its Subsidiaries.  Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.


 


SECTION 10.10.                                        No Personal
Liability.


 


No director,
officer, employee or stockholder, as such, of the Issuer, the Subordinated
Guarantor or any Guarantor, as such, shall have any liability for any
obligations of the Issuer, the Subordinated Guarantor or any Guarantor under
the Notes, this Indenture, the Guarantees, the Subordinated Guarantee or the
Registration Rights Agreements or for any claim based


 


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on, in respect of, or by reason of, such
obligations or their creation.  Each
Holder of Notes by accepting a Note waives and releases all such
liability.  The waiver and release are
part of the consideration for the issuance of the Notes.


 


SECTION 10.11.                                        Successors.


 


All agreements
of the Issuer in this Indenture and the Notes shall bind its successors.  All agreements of the Trustee in this
Indenture shall bind its successors.


 


SECTION 10.12.                                        Duplicate
Originals.


 


All parties
may sign any number of copies of this Indenture.  Each signed copy shall be an original, but
all of them together shall represent the same agreement.


 


SECTION 10.13.                                        Severability.


 


In case any
one or more of the provisions in this Indenture or in the Notes or the
Guarantees shall be held invalid, illegal or unenforceable, in any respect for
any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions
hereof shall be enforceable to the full extent permitted by law.


 


SECTION 10.14.                                        Independence
of Covenants.


 


All covenants
and agreements in this Indenture, the Notes, the Subordinated Guarantee and the
Guarantees shall be given independent effect so that if any particular action
or condition is not permitted by any of such covenants, the fact that it would
be permitted by an exception to, or otherwise be within the limitations of,
another covenant shall not avoid the occurrence of a Default or an Event of
Default if such action is taken or condition exists.


 


SECTION 10.15.                                        Agent for
Service; Submission to Jurisdiction; Waiver of Immunities.


 


By the
execution and delivery of this Indenture, the Issuer, the Subordinated
Guarantor and each Guarantor (i) acknowledges that it has, by separate
written instrument, designated and appointed CT Corporation System (the “Agent”) (and any successor entity) as its authorized agent
upon which process may be served in any suit or proceeding arising out of or
relating to this Indenture or any Note, the Subordinated Guarantee or any
Guarantee that may be instituted in any federal or state court in the Borough
of Manhattan, The City of New York, State of New York or any Note or Guarantee
and acknowledges that the Agent has accepted such designation, (ii) submits
to the jurisdiction of any such court in any such suit or proceeding and (iii) agrees
that service of process upon the Agent and written notice of said service to
the Issuer and the Guarantors in accordance with this Section 10.15 shall
be deemed in every respect effective service of process upon the Issuer and the
Guarantors in any such suit or proceeding. 
The Issuer and the Guarantors further agree to take any and all action,
including the execution and filing of any and all such documents and
instruments, as may be necessary to continue such designation and appointment
of the Agent in full force and effect so long as any of the Notes shall be outstanding;
provided, however,
that the Issuer and the Guarantors may (and, to the extent the Agent


 


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ceases to be able to be served on the basis
contemplated herein, shall), by written notice to the Trustee and the holders
of the Notes in accordance with this Section 10.15 designate such additional
or alternative agent for service of process under this Section 10.15 that (i) maintains
an office located in the Borough of Manhattan, The City of New York, State of
New York and (ii) is a corporate service company which acts as agent for
service of process for other persons in the ordinary course of its
business.  Such written notice shall
identify the name of such agent for service of process and the address of the
office of such agent for service of process in the Borough of Manhattan, The
City of New York, State of New York.


 


To the extent
that the Issuer or any Guarantor has or hereafter may acquire any immunity from
jurisdiction of any court or from any legal process (whether through service of
notice, attachment prior to judgment, attachment in aid of execution, execution
or otherwise) with respect to itself or its property, it hereby irrevocably
waives such immunity in respect of its obligations under the above-referenced
documents to the fullest extent permitted by law.


 


SECTION 10.16.                                        Judgment
Currency.


 


(1)           If,
for the purposes of obtaining judgment in any court, it is necessary to convert
a sum due to any Holder or the Trustee in any currency (the “Original Currency”) into another currency (the “Other Currency”), the Issuer and each Guarantor agree, to
the fullest extent that they may effectively do so, that the rate of exchange
used shall be that at which, in accordance with normal banking procedures, such
Holder or the Trustee, as the case may be, could purchase the Original Currency
with the Other Currency on the Business Day preceding the day on which final
judgment is given or, if permitted by applicable law, on the day on which the
judgment is paid or satisfied.


 


(2)           The
obligations of the Issuer and each Guarantor in respect of any sum due in the
Original Currency from it to any Holder or the Trustee under any of the Notes
and this Indenture shall, notwithstanding any judgment in any Other Currency,
be discharged only to the extent that on the Business Day following receipt by
such Holder or the Trustee, as the case may be, of any sum adjudged to be so
due in the Other Currency, such Holder or the Trustee may, in accordance with
normal banking procedures, purchase the Original Currency with such Other
Currency.  If the amount of the Original
Currency so purchased is less than the sum originally due to such Holder or the
Trustee, as the case may be, in the Original Currency, the Issuer and each
Guarantor agree, as a separate obligation and notwithstanding the judgment, to
indemnify such Holder or the Trustee, against any loss, and, if the amount of
the Original Currency so purchased exceeds the sum originally due to such
Holder or the Trustee in the Original Currency, such Holder or the Trustee
shall remit such excess to the Issuer or such Guarantor, as the case may be.


 


SECTION 10.17.                                        Force
Majeure.


 


In no event
shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly
or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware)


 


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services; it being understood that the
Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under the circumstances.


 


ARTICLE XI


 


GUARANTEE OF
NOTES


 


SECTION 11.01.                                        Unconditional
Guarantee.


 


Subject to the
provisions of this Article XI, each Guarantor hereby, jointly and
severally, unconditionally and irrevocably guarantees, on a senior unsecured
basis (such guarantee to be referred to herein as a “Guarantee”)
to each Holder of a Note authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Notes or the obligations of the Issuer or
any other Guarantor to the Holders or the Trustee hereunder or thereunder,
that:  (a) the principal of,
premium, if any, and interest on the Notes (and any Additional Interest payable
thereon) shall be duly and punctually paid in full when due, whether at
maturity, upon redemption, upon repurchase at the option of Holders pursuant to
the provisions of the Notes relating thereto, by acceleration or otherwise, and
interest on the overdue principal and (to the extent permitted by law)
interest, if any, on the Notes and all other obligations of the Issuer or the
Guarantor to the Holders or the Trustee hereunder or thereunder (including
amounts due the Trustee under Section 7.07 hereof) and all other
obligations shall be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, the same
shall be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at maturity, by acceleration or otherwise.  Failing payment when due of any amount so
guaranteed, or failing performance of any other obligation of the Issuer to the
Holders under this Indenture or under the Notes, for whatever reason, each
Guarantor shall be obligated to pay, or to perform or cause the performance of,
the same immediately.  An Event of
Default under this Indenture or the Notes shall constitute an event of default
under this Guarantee, and shall entitle the Holders of Notes to accelerate the
obligations of the Guarantor hereunder in the same manner and to the same
extent as the obligations of the Issuer.


 


Each of the
Guarantors hereby agrees that its obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder of the Notes with respect to any provisions hereof or thereof,
any release of any other Guarantor, the recovery of any judgment against the
Issuer, any action to enforce the same, whether or not a Guarantee is affixed
to any particular Note, or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a Guarantor.  To the fullest extent permitted by law, each
of the Guarantors hereby waives the benefit of diligence, presentment, demand
of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Issuer, any right to require a proceeding first against the
Issuer, protest, notice and all demands whatsoever and covenants that its
Guarantee shall not be discharged except by complete performance of the
obligations contained in the Notes, this Indenture and this Guarantee.  The Guarantee is a guarantee of payment and
not of collection.  If any Holder or the
Trustee is required by any court


 


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or otherwise to return to the Issuer or to
any Guarantor, or any custodian, trustee, liquidator or other similar official
acting in relation to the Issuer or such Guarantor, any amount paid by the
Issuer or such Guarantor to the Trustee or such Holder, the Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and
effect.  Each Guarantor further agrees
that, as between it, on the one hand, and the Holders of Notes and the Trustee,
on the other hand, (a) subject to this Article XI, the maturity of
the obligations guaranteed hereby may be accelerated as provided in Article VI
hereof for the purposes of the Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (b) in the event of any acceleration of such
obligations as provided in Article VI hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Guarantee.


 


Each
Subsidiary Guarantor that makes a payment or distribution under its Guarantee
shall be entitled to a contribution from each other Subsidiary Guarantor in an
amount pro rata based on the net assets of each Subsidiary Guarantor determined
in accordance with GAAP.


 


SECTION 11.02.                    Unconditional
Guarantee of the Subordinated Guarantor; Waiver of Substantive Consolidation by
Noteholders; etc.


 


Subject to the
provisions of this Article XI, the Subordinated Guarantor hereby
unconditionally and irrevocably guarantees, on a subordinated basis (such
guarantee to be referred to herein as a “Subordinated Guarantee”)
to each Holder of a Note authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Notes or the obligations of the Issuer or
any Guarantor to the Holders or the Trustee hereunder or thereunder, that:  (a) the principal of, premium, if any,
and interest on the Notes (and any Additional Interest payable thereon) shall
be duly and punctually paid in full when due, whether at maturity, upon
redemption, upon repurchase at the option of Holders pursuant to the provisions
of the Notes relating thereto, by acceleration or otherwise, and interest on
the overdue principal and (to the extent permitted by law) interest, if any, on
the Notes and all other obligations of the Issuer or the Subordinated Guarantor
to the Holders or the Trustee hereunder or thereunder (including amounts due
the Trustee under Section 7.07 hereof) and all other obligations shall be
promptly paid in full or performed, all in accordance with the terms hereof and
thereof; and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, the same shall be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at maturity, by acceleration or otherwise.  Failing payment when due of any amount so
guaranteed, or failing performance of any other obligation of the Issuer to the
Holders under this Indenture or under the Notes, for whatever reason, the
Subordinated Guarantor shall be obligated to pay, or to perform or cause the
performance of, the same immediately.  An
Event of Default under this Indenture or the Notes shall constitute an event of
default under this Subordinated Guarantee, and, subject to this Article XI
shall entitle the Holders of Notes to accelerate the obligations of the
Subordinated Guarantor hereunder in the same manner and to the same extent as
the obligations of the Issuer.


 


The
Subordinated Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of
the Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, any release of any Guarantor, the recovery


 


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of any judgment against the Issuer, any
action to enforce the same, whether or not a Subordinated Guarantee is affixed
to any particular Note, or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of the Subordinated
Guarantor.  To the fullest extent
permitted by law, the Subordinated Guarantor hereby waives the benefit of diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Issuer, any right to require a proceeding first
against the Issuer, protest, notice and all demands whatsoever and covenants
that its Subordinated Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes, this Indenture and this
Subordinated Guarantee.  The Subordinated
Guarantee is a guarantee of payment and not of collection.  If any Holder or the Trustee is required by
any court or otherwise to return to the Issuer or to the Subordinated
Guarantor, or any custodian, Trustee, liquidator or other similar official
acting in relation to the Issuer or the Subordinated Guarantor, any amount paid
by the Issuer or the Subordinated Guarantor to the Trustee or such Holder, the
Subordinated Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect.  The
Subordinated Guarantor further agrees that, as between it, on the one hand, and
the Holders of Notes and the Trustee, on the other hand, (a) subject to
this Article XI, the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article VI hereof for the purposes of the
Subordinated Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (b) in the event of any acceleration of such
obligations as provided in Article VI hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Subordinated
Guarantor for the purpose of this Subordinated Guarantee.


 


The payment by
the Subordinated Guarantor of all Obligations on the Subordinated Guarantee is
subordinated, to the extent and in the manner provided in this Article XI,
in right of payment to the prior payment in full, in cash or cash equivalents,
of all Obligations on Subordinated Guarantor Senior Indebtedness, which
subordination is for the benefit of and enforceable by the holders of such
Subordinated Guarantor Senior Indebtedness.


 


Upon any
payment or distribution of assets of the Subordinated Guarantor to creditors
upon any liquidation, dissolution, winding up, reorganization, assignment for
the benefit of creditors or marshaling of assets of the Subordinated Guarantor,
or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Subordinated Guarantor or its property, whether voluntary
or involuntary, all Obligations with respect to all Subordinated Guarantor
Senior Indebtedness shall first be paid in full, in cash or cash equivalents,
before any payment or distribution of any kind or character, whether in cash,
property, or securities, is made on account of any Obligations on the
Subordinated Guarantee or for the acquisition of all or any part of the
Subordinated Guarantee for cash or property or otherwise; and until all such
Obligations with respect to all Subordinated Guarantor Senior Indebtedness are
paid in full, in cash or cash equivalents, any distribution to which the
holders of the Subordinated Guarantee would be entitled but for the
subordination provisions will be made to the holders of Subordinated Guarantor
Senior Indebtedness as their interests may appear.


 


If (i) any
default occurs and is continuing in the payment when due, whether at maturity,
upon any redemption, by declaration or otherwise, of any principal of, interest
on, or other amounts due and owing on, any Subordinated Guarantor Senior
Indebtedness or (ii) any default occurs and is continuing with respect to
any Subordinated Guarantor Senior Indebtedness


 


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resulting in the acceleration of the maturity
of all or any portion of such Subordinated Guarantor Senior Indebtedness, no
payment shall be made by or on behalf of the Subordinated Guarantor or any of
its Subsidiaries or any other person on its or their behalf with respect to any
obligations on the Subordinated Guarantee or to acquire all or any part of the
obligations covered by the Subordinated Guarantee for cash or property or
otherwise; provided, however, that, except to the extent provided in the next
succeeding paragraph, the forgoing provisions shall not restrict the Issuer
from making payments of principal or interest on or with respect to the Notes
(including, without limitation, by redemption, repurchase or other
acquisition).  In addition, if any other
event of default occurs and is continuing (or if such an event of default would
occur upon any payment with respect to the Subordinated Guarantee) with respect
to the Subordinated Guarantor Senior Indebtedness, as such event of default is
defined in the instrument creating or evidencing or guaranteeing such
Subordinated Guarantor Senior Indebtedness permitting the holders of such Subordinated
Guarantor Senior Indebtedness then outstanding, or their Representative, to
accelerate the maturity thereof (or the obligations guaranteed thereby) and if
the respective Representative for the respective Subordinated Guarantor Senior
Indebtedness gives written notice of the event of default to the Trustee (a “Default
Notice”), then, unless and until the date, if any, on which all Subordinated
Guarantor Senior Indebtedness to which such event of default relates is paid in
full in cash or cash equivalents or the Representative for the respective
Subordinated Guarantor Senior Indebtedness gives notice that all events of
default have been cured or waived or have ceased to exist or the Trustee
receives written notice from the Representative for the respective Subordinated
Guarantor Senior Indebtedness terminating the Blockage Period (as defined
below), during the 179 days after the delivery of such Default Notice (the “Blockage
Period”), none of the Subordinated Guarantor or any of its Subsidiaries or any
other person on its or their behalf shall (x) make any payment with respect to
any obligations evidenced by the Subordinated Guarantee or (y) acquire all or
any part of the obligations covered by the Subordinated Guarantee for cash or
property or otherwise.  Notwithstanding
anything herein to the contrary, in no event will a Blockage Period extend
beyond 179 days from the date of the commencement thereof.  Only one such Blockage Period may be
commenced within any 360 consecutive days, provided, however, that,
except to the extent provided in the succeeding paragraph, the foregoing
provisions shall not restrict the Issuer from making payments of principal,
premium or interest on or with respect to the Notes (including, without
limitation, by redemption, repurchase or other acquisition).  No event of default which existed or was
continuing (it being acknowledged that (x) any action of the Issuer, the
Subordinated Guarantor or any of their respective Subsidiaries occurring
subsequent to delivery of a Default Notice that would give rise to any event of
default pursuant to any provision under which an event of default previously
existed (or was continuing at the time of delivery of such Default Notice) and
(y) any breach of a financial covenant for a period ended after the date
of the commencement of a Blockage Period, in each case shall constitute a new
event of default for this purpose) on the date of the commencement of any
Blockage Period with respect to the Subordinated Guarantor Senior Indebtedness
shall be, or be made, the basis for the commencement of a second Blockage
Period by the Representative of the Subordinated Guarantor Senior Indebtedness
whether or not within a period of 360 consecutive days, unless such event of
default shall have been cured or waived for a period of not less than 90 consecutive
days.


 


The
Noteholders acknowledge and agree, on behalf of themselves and all their
successors and assigns as Noteholders, that the claims of the Noteholders
against the Subordinated Guarantor, and against the assets from time to time
held by the Subordinated Guarantor


 


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(including, without limitation, all units,
leases and proceeds therefrom at any time transferred or purported to be
transferred to the Subordinated Guarantor), are limited to the claims expressly
provided pursuant to the Subordinated Guarantee.  The Noteholders further agree, on behalf of
themselves and all their successors and assigns as Noteholders, that in no
event (whether pursuant to a proceeding under the Bankruptcy Law or otherwise)
shall they (or any representative on their behalf including the Trustee) assert
that the assets of the Subordinated Guarantor should be substantively
consolidated or otherwise combined with the assets of the Issuer, Williams Scotsman
International or any of their other Subsidiaries, or otherwise returned
(whether under claims of fraudulent conveyance or otherwise) to any such
person.  Furthermore, in the event that
pursuant to any proceeding pursuant to the Bankruptcy Law or otherwise the
assets (or any of the assets) of the Subordinated Guarantor are substantively
consolidated or otherwise combined in a similar fashion with the assets of the
Issuer, Williams Scotsman International or any other of their Subsidiaries or
otherwise returned to any such person, then, as between the Noteholders (and
their successors and assigns) and the lenders pursuant to the Credit Agreement
(and pursuant to any Hedging Obligations from time to time entered into); the
Noteholders agree that all distributions received by them (and their successors
and assigns) to the extent attributable to the assets, or representing any
proceeds from any disposition of assets, which were held by the Subordinated
Guarantor prior to any such consolidation, combination or return of assets
shall be treated by the Noteholders as if received pursuant to the Subordinated
Guarantee and shall be fully subject to the subordination provisions contained
in this Section 11.02.


 


If a
distribution is made to Noteholders that because of this Section 11.02
should not have been made to them, the Noteholders who receive the distribution
shall hold it in trust for holders of Subordinated Guarantor Senior
Indebtedness and pay it over to them as their interests may appear.


 


This Section 11.02
defines the relative rights of the Noteholders and the holders of Subordinated
Guarantor Senior Indebtedness.  Nothing
in this Section 11.02 shall:


 


(1)           impair,
as between the Issuer and the Noteholders, the obligation of the Issuer, which
is absolute and unconditional, to pay principal of and interest on the Notes in
accordance with their terms; or


 


(2)           prevent
the Trustee or any Noteholder from exercising its available remedies upon a
Default, subject to the rights of holders of Subordinated Guarantor Senior
Indebtedness to receive distributions otherwise payable to Noteholders as and
to the extent provided in this Section 11.02.


 


No right of
any present or future holders of any Subordinated Guarantor Senior Indebtedness
to enforce the subordination provisions contained in this Section 11.02
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Issuer, the Subordinated Guarantor, any other Subsidiary
of the Issuer or by any act or failure to act in good faith by any such holder,
or by any noncompliance by the Issuer, the Subordinated Guarantor or any other
Subsidiary of the Issuer with the terms of this Indenture, regardless of any
knowledge thereof which any such holder may have or be otherwise charged with.


 


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Without in any
way limiting the generality of the foregoing paragraph, the holders of Subordinated
Guarantor Senior Indebtedness may, at any time and from time to time, without
the consent of or notice to the holders of any Indebtedness of the Issuer, the
Subordinated Guarantor or any other Subsidiary of the Issuer, without incurring
responsibility to the holders of any Indebtedness of the Issuer, the
Subordinated Guarantor or any other Subsidiary of the Issuer, and without
impairing or releasing the subordination provisions contained in this Section 11.02,
or the obligations hereunder of the holders of the Indebtedness of the Issuer,
the Subordinated Guarantor or any other Subsidiary of the Issuer, do any one or
more of the following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, the Subordinated Guarantor
Senior Indebtedness or any instrument evidencing the same or any agreement
under which Subordinated Guarantor Senior Indebtedness is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Subordinated Guarantor Senior Indebtedness or fail to
perfect or delay the perfection of any such lien; (iii) release any person
liable in any manner for the collection of Subordinated Guarantor Senior
Indebtedness; and (iv) exercise or refrain from exercising any rights
against the Issuer, the Subordinated Guarantor or any other Subsidiary of the
Issuer or any other Person.


 


Each Holder of
the Notes by such Holder’s acceptance thereof authorizes and expressly directs
the Trustee on such Holder’s behalf to take such action as may be necessary or
appropriate to effectuate the subordination provisions contained in this Section 11.02
and to protect the rights of the Holders pursuant to this Indenture, and
appoints the Trustee such Holder’s attorney-in-fact for such purpose,
including, in the event of any dissolution, winding up, liquidation or
reorganization of the Subordinated Guarantor (whether in bankruptcy, insolvency
or receivership proceedings or upon an assignment for the benefit of creditors
or any other marshaling of assets and liabilities of the Subordinated
Guarantor) tending towards liquidation of the business and assets of the Subordinated
Guarantor, the immediate filing of a claim for the unpaid balance of such
Holder’s Notes in the form required in said proceeding and cause said claim to
be approved.  If the Trustee does not
file a proper claim or proof of debt in the form required in such proceeding
prior to 30 days before the expiration of the time to file such claim or
claims, then the holders of the Subordinated Guarantor Senior Indebtedness or
their Representative are or is hereby authorized to have the right to file and
are or is hereby authorized to file an appropriate claim for and on behalf of
the Holders of said Notes.  Nothing
herein contained shall be deemed to authorize the Trustee or the holders of
Subordinated Guarantor Senior Indebtedness or their Representative to authorize
or consent to or accept or adopt on behalf of any Holder any plan or
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee or the holders of
Subordinated Guarantor Senior Indebtedness or their Representative to vote in
respect of the claim of any Holder in any such proceeding.


 


The failure to
make a payment on or in respect of the Notes by reason of any provision in this
Section 11.02 shall not be construed as preventing the occurrence of a
Default.  Nothing in this Section 11.02
shall have any effect on the right of the Noteholders or the Trustee to
accelerate the maturity of the Notes.


 


Notwithstanding
anything contained in this Section 11.02 to the contrary, payments from
money or the proceeds of U.S. Government Obligations or Eligible Obligations
held in trust under Article VIII by the Trustee for the payment of
principal of and interest on the


 


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Notes shall not be, so long as such monies
(x) were not directly deposited by the Subordinated Guarantor or (y) to the
extent directly deposited by the Subordinated Guarantor, the payment thereof at
the time of deposit did not violate the provisions of this Section 11.02,
subordinated to the prior payment of any Subordinated Guarantor Senior
Indebtedness or subject to the restrictions set forth in this Section 11.02,
and none of the Noteholders shall be obligated to pay over any such amount to
the Issuer or any holder of Subordinated Guarantor Senior Indebtedness or any
other creditor of the Issuer.


 


Notwithstanding
the provisions of this or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the
Subordinated Guarantee, unless and until the Trustee shall have been given
written notice thereof at the address specified in Section 10.02 (or such
other address as the Trustee shall notify in writing the Representative under
the Credit Agreement from time to time) from the Issuer, the Subordinated
Guarantor or any holder of Subordinated Guarantor Senior Indebtedness or its
Representative; and, prior to having been given any such written notice, the
Trustee, subject to any contrary provisions of Section 7.01, shall be
entitled in all respects to assume that no such facts exist.


 


Subject to any
contrary provisions of Section 7.01, the Trustee shall be entitled to
conclusively rely on the delivery to it of a written notice by a person
representing himself to be a holder of Subordinated Guarantor Senior
Indebtedness (or a Representative on behalf of such holder) to establish that
such notice has been given by a holder of Subordinated Guarantor Senior
Indebtedness or its Representative on behalf of any such holder).  In the event that the Trustee determines in
good faith that further evidence is required with respect to the right of any person
as a holder of Subordinated Guarantor Senior Indebtedness to participate in any
payment or distribution pursuant to this Section 11.02, the Trustee may
request such person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Subordinated Guarantor Senior Indebtedness held by
such person, the extent to which such person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
person under this Section 11.02, and if such evidence is not furnished,
the Trustee may defer any payment which it may be required to make for the
benefit of such person pursuant to the terms of this Section 11.02 pending
judicial determination as to the rights of such person to receive such payment.


 


Upon any
payment or distribution of assets of the Subordinated Guarantor referred to in
this Section 11.02, during any case or proceeding of the Subordinated
Guarantor pursuant to the Bankruptcy Law, the Trustee, subject to the
provisions of Section 7.01, and the Holders of the Notes shall be entitled
to conclusively rely upon any order or decree entered by any court of competent
jurisdiction in which such case or proceeding is pending (which order or decree
shall give effect to the subordination herein provided) or a certificate of a
Representative of holders of Subordinated Guarantor Senior Indebtedness
delivered to the Trustee or to the Holders of Notes, for the purpose of
ascertaining the persons entitled to participate in such payment or distribution,
the holders of Subordinated Guarantor Senior Indebtedness and other indebtedness
of the Subordinated Guarantor, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Section 11.02.


 


The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Subordinated
Guarantor Senior Indebtedness and shall not be liable to any such holders if
the Trustee


 


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shall in good faith mistakenly pay over or
distribute to Holders of Notes or to the Subordinated Guarantor cash, property
or securities to which any holders of Subordinated Guarantor Senior
Indebtedness shall be entitled by virtue of this Article or otherwise; provided
that if any Holder of Notes or the Subordinated Guarantor shall receive any
such payment or distribution then such Holder or the Subordinated Guarantor, as
the case may be, shall hold such payment or distribution in trust for the
holders of Subordinated Guarantor Senior Indebtedness and promptly pass it over
to them as their interests may appear. 
With respect to the holders of Subordinated Guarantor Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Indenture and no
implied covenants or obligations with respect to holders of Subordinated
Guarantor Senior Indebtedness shall be read into this Indenture against the
Trustee.


 


The Trustee in
its individual capacity shall be entitled to all the rights set forth in this Section 11.02
with respect to any Subordinated Guarantor Senior Indebtedness which may at any
time be held by it, to the same extent as any other holder of Subordinated
Guarantor Senior Indebtedness, and nothing in this Indenture shall deprive the
Trustee of any of its rights as such holder.


 


The Issuer or
the Subordinated Guarantor agrees to provide the Trustee with the address of
the Representative under the Credit Agreement upon the request of the Trustee.


 


SECTION 11.03.                                        Limitations
on Guarantees.


 


The
obligations of each Subsidiary Guarantor under its Guarantee and the
Subordinated Guarantor under the Subordinated Guarantee are limited to the
maximum amount which, after giving effect to all other contingent and fixed
liabilities of such Subsidiary Guarantor (including, without limitation, its
guarantee of all obligations pursuant to the Credit Agreement) and the Subordinated
Guarantor (including, without limitation, all Subordinated Guarantor Senior
Indebtedness) and after giving effect to any collections from or payments made
by or on behalf of any other Subsidiary Guarantor or the Subordinated
Guarantor, as the case may be, in respect of the obligations of such other
Subsidiary Guarantor under its Guarantee or the Subordinated Guarantor under
the Subordinated Guarantee, as the case may be, or pursuant to its contribution
obligations under this Indenture, will result in the obligations of such
Subsidiary Guarantor under the Guarantee and the Subordinated Guarantor under
the Subordinated Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under any laws of the United States, any state of the
United States or the District of Columbia, in each case, if applicable to any
such Subsidiary Guarantor, or in the case of any Subsidiary Guarantor which is
not organized or incorporated in the United States, the jurisdiction of
organization or incorporation of such Guarantor.


 


SECTION 11.04.                                        Execution
and Delivery of Guarantee.


 


To further evidence
the Guarantee set forth in Section 11.01 and the Subordinated Guarantee
set forth in Section 11.02, each Guarantor and the Subordinated Guarantor
hereby agrees that a notation of such Guarantee and Subordinated Guarantee,
respectively, substantially in the form of Exhibit E herein and Exhibit F
herein, as the case may be, shall be endorsed on each Note authenticated and
delivered by the Trustee.  Such Guarantee
and Subordinated Guarantee shall be executed on behalf of each Guarantor and
the Subordinated Guarantor by either


 


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manual or facsimile signature of two Officers
of each Guarantor and the Subordinated Guarantor, each of whom, in each case,
shall have been duly authorized to so execute by all requisite corporate or
other action.  The validity and
enforceability of any Guarantee and Subordinated Guarantee shall not be
affected by the fact that it is not affixed to any particular Note.


 


Each of the
Guarantors and the Subordinated Guarantor hereby agrees that its Guarantee or
Subordinated Guarantee, as the case may be, set forth in Section 11.01 or
11.02, as the case may be, shall remain in full force and effect notwithstanding
any failure to endorse on each Note a notation of such Guarantee or Subordinated
Guarantee, as the case may be.


 


If an Officer
of a Guarantor or the Subordinated Guarantor whose signature is on this
Indenture or a Guarantee or the Subordinated Guarantee, as the case may be, no
longer holds that office at the time the Trustee authenticates the Note on
which such Guarantee or Subordinated Guarantee is endorsed or at any time
thereafter, such Guarantor’s or Subordinated Guarantor’s Guarantee or
Subordinated Guarantee of such Note shall be valid nevertheless.


 


The delivery
of any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of any Guarantee and the Subordinated Guarantee set
forth in this Indenture on behalf of each Guarantor and the Subordinated
Guarantor.


 


SECTION 11.05.                                        Release of a
Guarantor or the Subordinated Guarantor.


 


(a)           If (1) the Notes are defeased in
accordance with the terms of this Indenture or (2) the satisfaction and
discharge conditions set forth in Article VIII are satisfied, then each
Guarantor shall automatically be released and discharged of its Guarantee
Obligations in respect of this Indenture and the Notes.  In addition, if (1) there is a sale or
other disposition of the Capital Stock of a Subsidiary Guarantor (or other
disposition transaction) which is otherwise permitted by this Indenture that
results in such Subsidiary Guarantor ceasing to be a Restricted Subsidiary, (2) the
Issuer designates any Restricted Subsidiary that is a Subsidiary Guarantor as
an Unrestricted Subsidiary in accordance with this Indenture or (3) all or
substantially all of the assets of any Subsidiary Guarantor or all of the
Capital Stock of any Subsidiary Guarantor is sold (including by stock sale or
issuance, by way of merger or consolidation or similar transaction effected in
compliance with Section 5.01 or otherwise) by the Issuer in a transaction
constituting an Asset Disposition, and if, to the extent applicable, (x) the
Net Available Cash from such Asset Disposition is used in accordance with Section 4.12
or (y) the Issuer delivers to the Trustee an Officers’ Certificate to the
effect that the Net Available Cash from such Asset Disposition shall be used in
accordance with Section 4.12 and within the time limits specified therein,
then such Subsidiary Guarantor or the person acquiring such assets (in the
event of a sale or other disposition of all or substantially all of the assets
of such Subsidiary Guarantor or merger, consolidation or similar transaction
involving such Subsidiary Guarantor) shall be released and discharged of its Guarantee
and all obligations automatically under this Article XI.  Any Subsidiary Guarantor not so released or
the entity surviving such Subsidiary Guarantor not so released shall remain or
be liable under its Guarantee as provided in this Article XI.  In addition, if any Guarantor is released
from its guarantee of all outstanding Indebtedness under all Credit Facilities,
such Guarantor shall be automatically released from its obligations as
Guarantor and, from and after such date, such Guarantor shall cease to
constitute a Guarantor.


 


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(b)           If (1) the Notes are defeased in
accordance with the terms of this Indenture, (2) the satisfaction and
discharge conditions set forth in Article VIII are satisfied, (3) there
is a sale or other disposition of the Capital Stock of the Subordinated
Guarantor (or other disposition transaction) which is otherwise permitted by
this Indenture that results in the Subordinated Guarantor ceasing to be a
Restricted Subsidiary or (4) the Subordinated Guarantor is merged or
consolidated with or into, or transfers all or substantially all of its assets,
to another person in accordance with Section 5.01, and if, to the extent
applicable, (x) the Net Available Cash from such Asset Disposition is used in
accordance with Section 4.12 or (y) the Issuer delivers to the Trustee an
Officers’ Certificate to the effect that the Net Available Cash from such Asset
Disposition shall be used in accordance with Section 4.12 and within the
time limits specified therein, then the Subordinated Guarantor or the person
acquiring such assets (in the event of a transfer of all or substantially all
of the assets of the Subordinated Guarantor or merger, consolidation or similar
transaction involving the Subordinated Guarantor) shall be released and
discharged of its Subordinated Guarantee and all obligations automatically
under this Article XI.  Any entity
surviving the Subordinated Guarantor not so released shall remain or be liable
under its Subordinated Guarantee as provided in this Article XI.


 


(c)           The Trustee shall deliver an
appropriate instrument evidencing the release of a Guarantor or the
Subordinated Guarantor upon receipt of a request by the Issuer or such
Guarantor or the Subordinated Guarantor accompanied by an Officers’ Certificate
and an Opinion of Counsel certifying as to the compliance with this Section 11.05;
provided the legal counsel delivering
such Opinion of Counsel may rely conclusively as to matters of fact on one or
more Officers Certificates of the Issuer.


 


The Trustee
shall execute any documents reasonably requested by the Issuer or a Guarantor
or the Subordinated Guarantor in order to evidence the release of such
Guarantor or the Subordinated Guarantor from its obligations under its Guarantee
or the Subordinated Guarantee endorsed on the Notes and under this Article XI.


 


Except as set
forth in Articles IV and V (including, without limitation, the provisos to
the second and fifth paragraphs of Section 5.01) and this Section 11.05,
nothing contained in this Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor or the Subordinated Guarantor with or
into the Issuer, another Guarantor or the Subordinated Guarantor or shall
prevent any sale or conveyance of the property of a Guarantor or the
Subordinated Guarantor as an entirety or substantially as an entirety to the
Issuer, another Guarantor or the Subordinated Guarantor.  Notwithstanding anything to the contrary
contained herein, if the Holders of the Notes voluntarily release the
Subordinated Guarantor from its obligations pursuant to this Subordinated Guarantee
either (x) without the requisite consent of the holders of the then outstanding
Subordinated Guarantor Senior Indebtedness or (y) other than pursuant to and in
accordance with Section 11.05, Article V or the definition of
Guarantor in Section 1.01, then (and notwithstanding anything to the
contrary contained elsewhere in this Indenture), the provisions of the fifth
paragraph of Section 11.02 shall survive any such release for the benefit
of the holders of the Subordinated Guarantor Senior Indebtedness.


 


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SECTION 11.06.                                        Waiver of
Subrogation.


 


Until this
Indenture is discharged and all of the Notes are discharged and paid in full,
each Guarantor and the Subordinated Guarantor hereby irrevocably waives and
agrees to the fullest extent permitted by law not to exercise any claim or
other rights which it may now or hereafter acquire against the Issuer that arise
from the existence, payment, performance or enforcement of the Issuer’s
obligations under the Notes or this Indenture and such Guarantor’s or the
Subordinated Guarantor’s obligations under the Guarantees, the Subordinated
Guarantee and this Indenture, in any such instance including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution,
indemnification, and any right to participate in any claim or remedy of the
Holders against the Issuer, whether or not such claim, remedy or right arises
in equity, or under contract, statute or common law, including, without
limitation, the right to take or receive from the Issuer, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim or other rights.  If any amount shall be paid to any Guarantor
or the Subordinated Guarantor in violation of the preceding sentence and any
amounts owing to the Trustee or the Holders of Notes under the Notes, this
Indenture, or any other document or instrument delivered under or in connection
with such agreements or instruments, shall not have been paid in full, such
amount shall have been deemed to have been paid to such Guarantor or the
Subordinated Guarantor, as the case may be, for the benefit of, and held in
trust for the benefit of, the Trustee or the Holders and shall forthwith be
paid to the Trustee for the benefit of itself or such Holders to be credited
and applied to the obligations in favor of the Trustee or the Holders, as the
case may be, whether matured or unmatured, in accordance with the terms of this
Indenture.  Each Guarantor and the
Subordinated Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Indenture and
that the waiver set forth in this Section 11.06 is knowingly made in
contemplation of such benefits.


 


SECTION 11.07.                                        Immediate
Payment.


 


Each Guarantor
and, subject to the provisions of Section 11.02, the Subordinated
Guarantor agrees to make immediate payment to the Trustee on behalf of the
Holders of all Obligations owing or payable to the respective Holders upon
receipt of a demand for payment therefor by the Trustee to such Guarantor and
the Subordinated Guarantor in writing.


 


SECTION 11.08.                                        No Set-Off.


 


Each payment
to be made by a Guarantor and the Subordinated Guarantor hereunder in respect
of the Obligations shall be payable in the currency or currencies in which such
Obligations are denominated, and shall be made without set-off, counterclaim,
reduction or diminution of any kind or nature.


 


SECTION 11.09.                                        Obligations
Continuing.


 


The
obligations of each Guarantor and the Subordinated Guarantor hereunder shall be
continuing and shall remain in full force and effect until all the Obligations
have been paid and satisfied in full. 
Each Guarantor and the Subordinated Guarantor agrees with the Trustee


 


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that it will from time to time deliver to the
Trustee suitable acknowledgments of this continued liability hereunder.


 


SECTION 11.10.                                        Obligations
Reinstated.


 


The
obligations of each Guarantor and the Subordinated Guarantor hereunder shall
continue to be effective or shall be reinstated, as the case may be, if at any
time any payment which would otherwise have reduced the obligations of any
Guarantor and the Subordinated Guarantor hereunder (whether such payment shall
have been made by or on behalf of the Issuer or by or on behalf of a Guarantor
and the Subordinated Guarantor) is rescinded or reclaimed from any of the
Holders upon the insolvency, bankruptcy, liquidation or reorganization of the
Issuer or any Guarantor or the Subordinated Guarantor or otherwise, all as
though such payment had not been made. 
If demand for, or acceleration of the time for, payment by the Issuer is
stayed upon the insolvency, bankruptcy, liquidation or reorganization of the
Issuer, all such Indebtedness otherwise subject to demand for payment or acceleration
shall nonetheless be payable by each Guarantor or the Subordinated Guarantor as
provided herein.


 


SECTION 11.11.                                        Obligations
Not Affected.


 


To the fullest
extent permitted by law, the obligations of each Guarantor and the Subordinated
Guarantor hereunder shall not be affected, impaired or diminished in any way by
any act, omission, matter or thing whatsoever, occurring before, upon or after
any demand for payment hereunder (and whether or not known or consented to by
any Guarantor or the Subordinated Guarantor or any of the Holders) which, but
for this provision, might constitute a whole or partial defense to a claim
against any Guarantor or the Subordinated Guarantor hereunder or might operate
to release or otherwise exonerate any Guarantor or the Subordinated Guarantor
from any of its obligations hereunder or otherwise affect such obligations,
whether occasioned by default of any of the Holders or otherwise.


 


SECTION 11.12.                                        Waiver.


 


Without in any
way limiting the provisions of Sections 11.01 and 11.02 hereof, to the
fullest extent permitted by law, each Guarantor and the Subordinated Guarantor
hereby waives notice or proof of reliance by the Holders upon the obligations
of any Guarantor or the Subordinated Guarantor hereunder, and diligence,
presentment, demand for payment on the Issuer, protest or notice of dishonor of
any of the Obligations, or other notice or formalities to the Issuer of any
kind whatsoever.


 


SECTION 11.13.                                        No
Obligation To Take Action Against the Issuer.


 


Neither the
Trustee nor any other Person shall have any obligation to enforce or exhaust
any rights or remedies or to take any other steps under any security for the
Obligations or against the Issuer or any other Person or any property of the
Issuer or any other Person before the Trustee is entitled to demand payment and
performance by any or all Guarantors and/or the Subordinated Guarantor of their
liabilities and obligations under their Guarantees or the Subordinated
Guarantee or under this Indenture.


 


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SECTION 11.14.                                        Dealing with
the Issuer and Others.


 


The Holders,
without releasing, discharging, limiting or otherwise affecting in whole or in
part the obligations and liabilities of any Guarantor or the Subordinated
Guarantor hereunder and without the consent of or notice to any Guarantor or
the Subordinated Guarantor, may


 


(a)           grant
time, renewals, extensions, compromises, concessions, waivers, releases,
discharges and other indulgences to the Issuer or any other Person;


 


(b)           accept
compromises or arrangements from the Issuer;


 


(c)           apply
all monies at any time received from the Issuer or any Guarantor or the Subordinated
Guarantor upon such part of the Obligations as the Holders may see fit or
change any such application in whole or in part from time to time as the
Holders may see fit; and


 


(d)           otherwise
deal with, or waive or modify their right to deal with, the Issuer and all
other Persons and any security as the Holders or the Trustee may see fit.


 


SECTION 11.15.                                        Default and
Enforcement.


 


If any
Guarantor fails to pay in accordance with Section 11.01 hereof or the
Subordinated Guarantor fails to pay in accordance with Section 11.02
hereof, the Trustee may proceed in its name as Trustee hereunder in the enforcement
of the Guarantee or Subordinated Guarantee of any such Guarantor or the Subordinated
Guarantor and such Guarantor’s or Subordinated Guarantor’s obligations
thereunder and hereunder by any remedy provided by law, whether by legal
proceedings or otherwise, and to recover from such Guarantor or the
Subordinated Guarantor the obligations.


 


SECTION 11.16.                                        Amendment,
Etc.


 


No amendment,
modification or waiver of any provision of this Indenture relating to any
Guarantor or the Subordinated Guarantor or consent to any departure by any
Guarantor or the Subordinated Guarantor or any other Person from any such provision
will in any event be effective unless it is signed by such Guarantor or the
Subordinated Guarantor, as the case may be, and the Trustee.


 


SECTION 11.17.                                        Acknowledgment.


 


Each Guarantor
and the Subordinated Guarantor hereby acknowledges communication of the terms
of this Indenture and the Notes and consents to and approves of the same.


 


SECTION 11.18.                                        No Waiver;
Cumulative Remedies.


 


No failure to
exercise and no delay in exercising, on the part of the Trustee or the Holders,
any right, remedy, power or privilege hereunder or under this Indenture or the
Notes, shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy,


 


99





















 


power or privilege hereunder or under this
Indenture or the Notes preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges
in the Guarantees, the Subordinated Guarantee and under this Indenture, the
Notes and any other document or instrument between a Guarantor, the
Subordinated Guarantor and/or the Issuer and the Trustee are cumulative and not
exclusive of any rights, remedies, powers and privilege provided by law.


 


SECTION 11.19.                                        Survival of
Obligations.


 


Without
prejudice to the survival of any of the other obligations of each Guarantor and
the Subordinated Guarantor hereunder, the obligations of each Guarantor under Section 11.01
and the obligations of the Subordinated Guarantor under Section 11.02
shall be enforceable against such Guarantor and the Subordinated Guarantor,
respectively, without regard to and without giving effect to any right of
offset or counterclaim available to or which may be asserted by the Issuer, any
Guarantor or the Subordinated Guarantor.


 


SECTION 11.20.                                        Guarantee in
Addition to Other Obligations.


 


The
obligations of each Guarantor under its Guarantee and this Indenture and the
obligations of the Subordinated Guarantor under the Subordinated Guarantee and
this Indenture are in addition to and not in substitution for any other obligations
to the Trustee or to any of the Holders in relation to this Indenture or the
Notes (including the Registration Rights Agreements).


 


SECTION 11.21.                                        Severability.


 


Any provision
of this Article XI which is prohibited or unenforceable in any
jurisdiction shall not invalidate the remaining provisions and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction unless its
removal would substantially defeat the basic intent, spirit and purpose of this
Indenture and this Article XI.


 


SECTION 11.22.                                        Successors
and Assigns.


 


Each Guarantee
and the Subordinated Guarantee shall be binding upon and inure to the benefit
of each Guarantor and the Subordinated Guarantor, respectively, and the Trustee
and the other Holders and their respective successors and permitted assigns,
except that none of the Guarantors or the Subordinated Guarantor may assign any
of its obligations hereunder or thereunder.


 


SECTION 11.23.                                        No Personal
Liability.


 


No
stockholder, officer, director, employee or incorporator, past, present or
future, of any Guarantor or the Subordinated Guarantor, as such, shall have any
personal liability under the Guarantee or the Subordinated Guarantee by reason
of his, her or its status as such stockholder, officer, director, employee or
incorporator.


 


[Remainder
of Page Intentionally Left Blank]


 


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SIGNATURES


 


IN WITNESS
WHEREOF, the parties hereto have caused this Indenture to be duly executed, all
as of the date first written above.


 


	
   

  	
  WILLIAMS
  SCOTSMAN, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John B.
  Ross

  
	
   

  	
   

  	
  Name:

  	
  John B. Ross

  
	
   

  	
   

  	
  Title:
  Secretary and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILLIAMS
  SCOTSMAN INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John B.
  Ross

  
	
   

  	
   

  	
  Name:

  	
  John B. Ross

  
	
   

  	
   

  	
  Title:
  Secretary and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EVERGREEN
  MOBILE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John B.
  Ross

  
	
   

  	
   

  	
  Name:

  	
  John B. Ross

  
	
   

  	
   

  	
  Title:
  Secretary and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SPACE MASTER
  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John B.
  Ross

  
	
   

  	
   

  	
  Name:

  	
  John B. Ross

  
	
   

  	
   

  	
  Title:
  Secretary and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRUCK &
  TRAILER SALES, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John B.
  Ross

  
	
   

  	
   

  	
  Name:

  	
  John B. Ross

  
	
   

  	
   

  	
  Title:
  Secretary and General Counsel

  



 


S-1





















 


	
   

  	
  WILLIAMS
  SCOTSMAN OF CANADA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John B.
  Ross

  
	
   

  	
   

  	
  Name:

  	
  John B. Ross

  
	
   

  	
   

  	
  Title:
  Secretary and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILLSCOT
  EQUIPMENT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John B.
  Ross

  
	
   

  	
   

  	
  Name:

  	
  John B. Ross

  
	
   

  	
   

  	
  Title:
  Secretary and General Counsel

  



 


S-2





















 


	
   

  	
  THE BANK OF
  NEW YORK,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geovanni
  Barris

  
	
   

  	
   

  	
  Name:

  	
  Geovanni
  Barris

  
	
   

  	
   

  	
  Title: Vice
  President

  



 


S-3





















 


EXHIBIT A


 


CUSIP No.:


 


WILLIAMS
SCOTSMAN, INC.

81⁄2% SENIOR NOTE DUE 2015


 


	
  No. [                      ]

  	
   

  	
  $

  



 


WILLIAMS
SCOTSMAN, INC., a Maryland corporation (the “Issuer”, which term includes any
successor entities), for value received promises to pay to
[          ] or registered
assigns the principal sum of
                      
($           ) Dollars
on October 1, 2015.


 


Interest
Payment Dates:  April 1 and October 1,
commencing April 1, 2006.


 


Record
Dates:  March 15 and September 15.


 


Reference is
made to the further provisions of this Note contained herein, which will for
all purposes have the same effect as if set forth at this place.


 


A-1





















 


IN WITNESS
WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile
by its duly authorized officers.


 


	
   

  	
  WILLIAMS
  SCOTSMAN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  



 


A-2





















 


This is one of
the 81⁄2% Senior Notes due 2015 referred to in the within-mentioned Indenture.


 


 


	
   

  	
  THE BANK OF
  NEW YORK,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  



 


A-3





















 


(REVERSE OF
NOTE)

81⁄2% Senior Note due 2015


 


1.             Interest.  WILLIAMS SCOTSMAN, INC., a Maryland
corporation (the “Issuer”), promises to pay interest on the principal amount of
this Note at the rate per annum shown above. 
Interest on the Notes will accrue from the most recent date on which
interest has been paid or, if no interest has been paid, from September 29,
2005.  The Issuer will pay interest
semi-annually in arrears on each Interest Payment Date, commencing April 1,
2006.  Interest will be computed on the
basis of a 360-day year of twelve 30-day months and, in the case of a partial
month, the actual number of days elapsed.


 


The Issuer
shall pay interest on overdue principal and on overdue installments of interest
from time to time on demand at the rate borne by the Notes and on overdue
installments of interest (without regard to any applicable grace periods) to
the extent lawful.


 


2.             Method of
Payment.  The Issuer shall pay
interest on the Notes (except defaulted interest) to the Persons who are the
registered Holders at the close of business on the Record Date immediately
preceding the Interest Payment Date even if the Notes are cancelled on
registration of transfer or registration of exchange (including pursuant to an
Exchange Offer (as defined in the applicable Registration Rights Agreement))
after such Record Date.  Holders must
surrender Notes to a Paying Agent to collect principal payments.  The Issuer shall pay principal and interest
in money of the United States that at the time of payment is legal tender for
payment of public and private debts (“U.S. Legal Tender”).  However, the Issuer may pay principal and
interest by its check payable in such U.S. Legal Tender.  The Issuer may deliver any such interest
payment to the Paying Agent or to a Holder at the Holder’s registered address.


 


3.             Paying Agent and
Registrar.  Initially, The Bank of
New York (The “Trustee”) will act as Paying Agent and Registrar.  The Issuer may change any Paying Agent,
Registrar or co-Registrar without notice to the Holders.


 


4.             Indenture.  The Issuer issued the Notes under an
Indenture, dated as of September 29, 2005 (the “Indenture”), among the
Issuer, the Guarantors, the Subordinated Guarantor and the Trustee.  This Note is one of a duly authorized issue
of Initial Notes of the Issuer designated as its 81⁄2% Senior Notes due 2015 (the
“Initial Notes”).  The Notes include the
Initial Notes, the Private Exchange Notes and the Unrestricted Notes, as
defined below, issued in exchange for the Initial Notes pursuant to the Registration
Rights Agreement or, with respect to Initial Notes issued under the Indenture
subsequent to the Issue Date, another registration rights agreement.  All Initial Notes, Unrestricted Notes and
Private Exchange Notes shall be treated as a single class of securities under
the Indenture.  Capitalized terms herein
are used as defined in the Indenture unless otherwise defined herein.  The terms of the Notes include those stated
in this Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”), as
in effect on the date of the Indenture. 
Notwithstanding anything to the contrary herein, the Notes are subject
to all such terms, and Holders of Notes are referred to the Indenture and the
TIA for a statement of them.  The Notes
are unsecured obligations of the Issuer.


 


A-4





















 


5.             Indenture.  Each Holder, by accepting a Note, agrees to
be bound by all of the terms and provisions of the Indenture, as the same may
be amended from time to time in accordance with its terms.


 


6.             Redemption.  Except as provided below, the Notes will not
be redeemable at the option of the Issuer prior to October 1, 2010.  On and after such date, the Notes will be
redeemable, at the Issuer’s option, in whole or in part at any time and from
time to time, upon not less than 30 nor more than 60 days’ notice mailed by
first-class mail to each Holder’s registered address, at the following
redemption prices (expressed as percentages of the principal amount thereof),
plus accrued interest to the Redemption Date (subject to the right of Holders
of record on the relevant Record Date to receive interest due on the relevant
Interest Payment Date), if redeemed during the twelve-month period commencing
on October 1 of the years set forth below:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2010

  	
   

  	
  104.250

  	
  %

  
	
  2011

  	
   

  	
  102.833

  	
  %

  
	
  2012

  	
   

  	
  101.417

  	
  %

  
	
  2013 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


At any time
and from time to time on or prior to October 1, 2008, the Issuer may, at
its option, redeem in the aggregate up to 35% of the aggregate principal amount
of the Notes issued under the Indenture (including any Additional Notes, if
applicable, but excluding Exchange Notes issued in exchange for the Notes) with
the proceeds of one or more Qualified Equity Offerings subsequent to the Issue
Date (provided that if the
Qualified Equity Offering is a sale of any Capital Stock (other than
Disqualified Stock) of Williams Scotsman International or another issuer (other
than the Issuer), a portion of the Net Cash Proceeds thereof equal to the
amount required to redeem any such Notes is contributed to the equity capital
of the Issuer), at a redemption price (expressed as a percentage of principal
amount) of 108.5% plus accrued and unpaid interest to the Redemption Date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however,
that (i) at least 65% of the aggregate principal amount of the Notes
issued under the Indenture (including any Additional Notes, if applicable, but
excluding Exchange Notes issued in exchange for the Notes) must be outstanding
after each such redemption and (ii) such redemption is made not more than
90 days after the consummation of such Qualified Equity Offering.


 


At any time on
or prior to October 1, 2010 the Notes may also be redeemed as a whole but
not in part at the option of the Issuer upon the occurrence of a Change of
Control, upon not less than 30 nor more than 60 days’ prior notice (exercisable
no later than 30 days after such Change of control) mailed by first-class mail
to each Holder’s registered address, at a redemption price equal to 100% of the
principal amount thereof plus the Applicable Premium as of, and accrued and
unpaid interest to the Redemption Date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
Interest Payment Date).  The Issuer may
provide in such notice that payment of such price and performance of the Issuer’s
obligations with respect to such redemption may be performed by another
Person.  Any such notice may be given
prior to the occurrence of the related Change of Control, and the redemption


 


A-5





















 


described therein may be conditioned upon the
occurrence of the related Change of Control.


 


7.             Notice of
Redemption.  Notice of redemption
will be mailed at least 30 days but not more than 60 days before the Redemption
Date to each Holder of Notes to be redeemed at such Holder’s registered
address.  Notes in denominations larger
than $1,000 may be redeemed in part.


 


Except as set
forth in the Indenture, if monies for the redemption of the Notes called for
redemption shall have been deposited with the Paying Agent for redemption on
such Redemption Date, then, unless the Issuer defaults in the payment of such
redemption price plus accrued interest, if any, the Notes called for redemption
will cease to bear interest from and after such Redemption Date and the only
right of the Holders of such Notes will be to receive payment of the redemption
price plus accrued interest, if any.


 


8.             Offers to
Purchase.  Sections 4.11 and 4.12 of
the Indenture provide that, after certain Asset Dispositions and upon the
occurrence of a Change of Control, and subject to further limitations contained
therein, the Issuer will make an offer to purchase certain amounts of the Notes
in accordance with the procedures set forth in the Indenture.


 


9.             Registration
Rights.  Pursuant to a Registration
Rights Agreement, the Issuer, the Guarantors and the Subordinated Guarantor
will be obligated to consummate an exchange offer pursuant to which the Holder
of this Note shall have the right to exchange this Note for the Issuer’s 81⁄2%
Senior Notes due 2015 (the “Unrestricted Notes”), which have been registered
under the Securities Act, in like principal amount and having terms identical
in all material respects as the Initial Notes. 
The Holders of the Initial Notes shall be entitled to receive certain
additional interest payments in the event such exchange offer is not consummated
and upon certain other conditions, all pursuant to and in accordance with the
terms of such Registration Rights Agreement.


 


10.           Denominations;
Transfer; Exchange.  The Notes are in
registered form, without coupons, and in denominations of $1,000 and integral
multiples of $1,000.  A Holder shall
register the transfer of or exchange of Notes in accordance with the
Indenture.  The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture.  The Registrar need not register the transfer
of or exchange of any Notes or portions thereof selected for redemption.


 


11.           Persons Deemed
Owners.  The registered Holder of a
Note shall be treated as the owner of it for all purposes.


 


12.           Unclaimed Money.  If money for the payment of principal or
interest remains unclaimed for two years, the Trustee and the Paying Agent will
pay the money back to the Issuer.  After
that, all liability of the Trustee and such Paying Agent with respect to such
money shall cease.


 


13.           Discharge Prior
to Redemption or Maturity.  If the
Issuer at any time deposits with the Trustee, the U.S. Legal Tender, U.S.
Government Obligations or Eligible Obligations


 


A-6





















 


sufficient to pay the principal of and
interest on the Notes to redemption or maturity and complies with the other
provisions of the Indenture relating thereto, the Issuer will be discharged
from certain provisions of the Indenture and the Notes (including certain
covenants, its obligation to pay the principal of and interest on the Notes but
without affecting the rights of the Holders to receive such amounts from such
deposits).


 


14.           Amendment;
Supplement; Waiver.  Subject to
certain exceptions set forth in the Indenture, the Indenture or the Notes may
be amended or supplemented with the written consent of the Holders of a
majority in aggregate principal amount of the Notes then outstanding, and any
past Default or Event of Default or noncompliance with any provision may be
waived with the written consent of the Holders of a majority in aggregate
principal amount of the Notes then outstanding. 
Without notice to or consent of any Holder, the parties thereto may
amend or supplement the Indenture or the Notes to, among other things, cure any
ambiguity, omission, defect or inconsistency, provide for the assumption by a successor
issuer or guarantor of the obligations of the Issuer, the Guarantors or the
Subordinated Guarantor under the Indenture, provide for uncertificated
Notes in addition to or in place of certificated Notes, comply with any requirements
of the SEC in order to effect or maintain the qualification of the Indenture
under the TIA or comply with Article V of the Indenture, to add guarantees
with respect to the Notes, to secure the Notes or to provide for the release of
any Guarantor or the Subordinated Guarantor from its obligations under the
Guarantee and the Subordinated Guarantee if permitted, to add covenants for the
benefit of the Holder of the Notes or make any other change that does not
adversely affect the rights of any Holder of a Note and to conform the text of
the Indenture, the Guarantees and the Notes to any provision of the “Description
of Notes” section of the Offering Memorandum to the extent that such
provision of the “Description of Notes” was intended to be a verbatim
recitation of a provision of the Indenture, the Guarantees or the Notes.


 


An amendment to the Indenture may not make any change that adversely
affects the rights of any holder of Subordinated Guarantor Senior Indebtedness
then outstanding without the prior written consent of the requisite holders of
such Subordinated Guarantor Senior Indebtedness or their representatives.


 


15.           Restrictive
Covenants.  The Indenture imposes
certain limitations on the ability of the Issuer and its Restricted
Subsidiaries to, among other things, incur additional Indebtedness, make
payments in respect of their Capital Stock or certain Indebtedness, make
certain Investments, create or incur liens, enter into transactions with
Affiliates, create dividend or other payment restrictions affecting any
Restricted Subsidiaries, and on the ability of the Issuer and Williams Scotsman
International to merge or consolidate with any other Person or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of the
Issuer’s assets.  Such limitations are
subject to a number of important qualifications and exceptions.  Pursuant to Section 4.04 of the
Indenture, the Issuer must annually report to the Trustee on compliance with
such limitations.


 


16.           Successors.  When a successor assumes, in accordance with
the Indenture, all the obligations of its predecessor under the Notes and the
Indenture, the predecessor, subject to certain exceptions, will be released
from those obligations.


 


A-7





















 


17.           Defaults and
Remedies.  If an Event of Default
(other than pursuant to clause (7) or (8) of Section 6.01 with
respect to the Issuer) occurs and is continuing, the Trustee or the Holders of
not less than 25% in aggregate principal amount of Notes then outstanding may
declare all the Notes to be due and payable in the manner, at the time and with
the effect provided in the Indenture. 
Holders of Notes may not enforce the Indenture or the Notes except as
provided in the Indenture.  The Trustee
is not obligated to enforce the Indenture or the Notes unless it has received
indemnity reasonably satisfactory to it. 
The Indenture permits, subject to certain limitations therein provided,
Holders of a majority in aggregate principal amount of the Notes then
outstanding to direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders of
Notes notice of any continuing Default or Event of Default (except a Default in
payment of principal or interest when due, for any reason) if it determines
that withholding notice is in their interest.


 


18.           Trustee Dealings
with Issuer and Its Subsidiaries. 
The Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Notes and may otherwise deal with
the Issuer, its Subsidiaries or their respective Affiliates as if it were not
the Trustee.


 


19.           No Recourse
Against Others.  No partner,
director, officer, employee or stockholder, as such, of the Issuer, any
Guarantor or Subordinated Guarantor, as such, shall have any liability for any
obligations of the Issuer, any Guarantor or Subordinated Guarantor under the
Notes, the Indenture, the Guarantees or the Subordinated Guarantee or any
Registration Rights Agreement or for any claim based on, in respect of, or by
reason of, such obligations or their creation. 
Each Holder of Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the
consideration for the issuance of the Notes.


 


20.           Guarantees.  This Note will be entitled to the benefits of
certain Guarantees and the Subordinated Guarantee, if any, made for the benefit
of the Holders.  Reference is hereby made
to the Indenture for a statement of the respective rights, limitations of rights,
duties and obligations thereunder of the Guarantors and the Subordinated
Guarantor, the Trustee and the Holders.


 


21.           Waiver of
Substantive Consolidation; Etc.  Each
Holder of a Note acknowledges and agrees, on behalf of itself and all its
successors and assigns as a Noteholder, that the claims of the Noteholders
against the Subordinated Guarantor, and against the assets from time to time
held by the Subordinated Guarantor (including, without limitation, all units,
leases and proceeds therefrom at any time transferred or purported to be
transferred to the Subordinated Guarantor), are limited to the claims expressly
provided pursuant to the Subordinated Guarantee.  Each Holder of a Note further agrees, on
behalf of itself and all its successors and assigns as a Noteholder, that in no
event (whether pursuant to a proceeding under the Bankruptcy Law or otherwise)
shall it (or any representative on its behalf including the Trustee) assert
that the assets of the Subordinated Guarantor should be substantively
consolidated or otherwise combined with the assets of the Issuer,


 


A-8





















 


Williams Scotsman International or any of
their other Subsidiaries, or otherwise returned (whether under claims of
fraudulent conveyance or otherwise) to any such person.  Furthermore, in the event that pursuant to
any proceeding pursuant to the Bankruptcy Law or otherwise the assets (or any
of the assets) of the Subordinated Guarantor are substantively consolidated or
otherwise combined in a similar fashion with the assets of the Issuer, Williams
Scotsman International or any other of their Subsidiaries or otherwise returned
to any such person, then, as between the Noteholders (and their successors and
assigns) and the Lenders pursuant to the Credit Agreement (and pursuant to any
Hedging Obligations from time to time entered into); the Noteholders agree that
all distributions received by them (and their successors and assigns) to the
extent attributable to the assets, or representing any proceeds from any
disposition of assets, which were held by the Subordinated Guarantor prior to
any such consolidation, combination or return of assets shall be treated by the
Noteholders as if received pursuant to the Subordinated Guarantee and shall be
fully subject to the subordination provisions contained in Section 11.02
of the Indenture.


 


22.           Authentication.  This Note shall not be valid until the
Trustee or Authenticating Agent manually signs the certificate of authentication
on this Note.


 


23.           Governing Law.  This Note and the Indenture shall be governed
by and construed in accordance with the laws of the State of New York, as
applied to contracts made and performed within the State of New York, without
regard to principles of conflict of laws. 
Each of the parties hereto agrees to submit to the jurisdiction of the
courts of the State of New York in any action or proceeding arising out of or
relating to this Note.


 


24.           Abbreviations and
Defined Terms.  Customary
abbreviations may be used in the name of a Holder of a Note or an assignee,
such as:  TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).


 


25.           CUSIP Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Issuer has
caused CUSIP numbers to be printed on the Notes as a convenience to the Holders
of the Notes.  No representation is made
as to the accuracy of such numbers as printed on the Notes and reliance may be
placed only on the other identification numbers printed hereon.


 


26.           Interest Act
Disclosure.  For purposes of the
Interest Act (Canada), (i) whenever any interest or fee under the Notes or
the Indenture is calculated using a rate based on a year of 360 days, the rate
determined pursuant to such calculation, when expressed as an annual rate, is
equivalent to (x) the applicable rate based on a year of 360 days, (y) multiplied
by the actual number of days in the calendar year in which the period for which
such interest or fee is payable (or compounded) ends, and (z) divided by 360, (ii) the
principal of deemed reinvestment of interest does not apply to any interest
calculation under the Notes or the Indenture, and (iii) the rates of
interest stipulated in the Notes are intended to be nominal rates and not
effective rates or yields.


 


The Issuer
will furnish to any Holder of a Note upon written request and without charge a
copy of the Indenture.  Requests may be
made to:  Williams Scotsman, Inc.,
8211 Town Center Drive, Baltimore, Maryland  21236.


 


A-9


















 


ASSIGNMENT
FORM


 


If you the
Holder want to assign this Note, fill in the form below and have your signature
guaranteed:


 


I or we assign
and transfer this Note to:


 


 


 


(Print or type name, address and zip code and social security or tax ID
number of assignee)


 


and
irrevocably appoint                   ,
agent to transfer this Note on the books of the Issuer.  The agent may substitute another to act for
him.


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name appears

  
	
   

  	
   

  	
  on the other side of this Note)

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
						



 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements on and after October 26,
1992 will include membership or participation in STAMP or such other “signature
guarantee program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.


 


In connection
with any transfer of this Note occurring prior to the date which is the earlier
of (i) the date of the declaration by the Commission of the effectiveness
of a registration statement under the Securities Act of 1933, as amended (the “Securities
Act”) covering resales of this Note (which effectiveness shall not have been suspended
or terminated at the date of the transfer) and (ii) [        ],
the undersigned confirms that it has not utilized any general solicitation or
general advertising in connection with the transfer:


 


[Check One]


 


	
  (1)

  	
   

  	
  o

  	
   

  	
  to the Issuer or a subsidiary thereof; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  o

  	
   

  	
  pursuant to and in compliance with Rule 144A under the
  Securities Act, as amended; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  o

  	
   

  	
  to an institutional “accredited investor” (as defined in
  Rule 501(a)(1), (2), (3) or (7) under the Securities Act, as
  amended) that has furnished to the Trustee a signed letter containing certain
  representations and agreements (the form of which letter can be obtained from
  the Trustee); or

  



 


A-10





















 


	
  (4)

  	
   

  	
  o

  	
   

  	
  outside the United States to a non “U.S. person” in compliance with
  Rule 904 of Regulation S under the Securities Act, as amended; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (5)

  	
   

  	
  o

  	
   

  	
  pursuant to the exemption from registration provided by Rule 144
  under the Securities Act, as amended; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (6)

  	
   

  	
  o

  	
   

  	
  pursuant to an effective registration statement under the Securities
  Act, as amended; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (7)

  	
   

  	
  o

  	
   

  	
  pursuant to another available exemption from the registration
  requirements of the Securities Act, as amended.

  



 


and unless the
box below is checked, the undersigned confirms that such Note is not being transferred
to an “affiliate” of the Issuer as defined in Rule 144 under the
Securities Act, as amended (an “Affiliate”):


 


o            The transferee is an
Affiliate of the Issuer.


 


Unless one of
the items is checked, the Trustee will refuse to register any of the Notes
evidenced by this certificate in the name of any person other than the
registered Holder thereof; provided, however, that if item (3), (4), (5) or (7) is
checked, the Issuer or the Trustee may require, prior to registering any such
transfer of the Notes, in their sole discretion, such written legal opinions,
certifications (including an investment letter in the case of box (3) or
(4)) and other information as the Trustee or the Issuer has reasonably
requested to confirm that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act, as amended.


 


If none of the
foregoing items are checked, the Trustee or Registrar shall not be obligated to
register this Note in the name of any person other than the Holder hereof
unless and until the conditions to any such transfer of registration set forth
herein and in Section 2.17 of the Indenture shall have been satisfied.


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name appears

  
	
   

  	
   

  	
  on the other side of this Note)

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
						



 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements on and after October 26,
1992 will include membership or participation in STAMP or such other “signature
guarantee program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.


 


A-11





















 


TO BE
COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED


 


The
undersigned represents and warrants that it is purchasing this Note for its own
account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, as
amended and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Issuer as
the undersigned has requested pursuant to Rule 144A or has determined not
to request such information and that it is aware that the transferor is relying
upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE: To be executed by an executive officer

  



 


A-12





















 


[OPTION OF
HOLDER TO ELECT PURCHASE]


 


If you want to
elect to have this Note purchased by the Issuer pursuant to Section 4.11
or Section 4.12 of this Indenture, check the appropriate box:


 


Section 4.11
o


 


Section 4.12
o


 


If you want to
elect to have only part of this Note purchased by the Issuer pursuant to Section 4.11
or Section 4.12 of this Indenture, state the amount you elect to have purchased:


 


$                   


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  	
  NOTICE: The signature on this assignment
  must correspond with the name as it appears upon the face of the within Note
  in every particular without alteration or enlargement or any change
  whatsoever and be guaranteed.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
						



 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements on and after October 26,
1992 will include membership or participation in STAMP or such other “signature
guarantee program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.


 


A-13





















 


EXHIBIT B


 


	
   

  	
  CUSIP No.:

  



 


WILLIAMS
SCOTSMAN, INC.


 


81⁄2% SENIOR
NOTE DUE 2015


 


	
  No. [     ]

  	
   

  	
  $

  



 


WILLIAMS
SCOTSMAN, INC., a Maryland corporation (the “Issuer”, which term includes any
successor entities), for value received promises to pay to
[      ] or registered assigns the principal sum
of
               
($           ) Dollars
on October 1, 2015.


 


Interest
Payment Dates:  April 1 and October 1,
commencing April 1, 2006.


 


Record
Dates:  March 15 and September 15.


 


Reference is
made to the further provisions of this Note contained herein, which will for
all purposes have the same effect as if set forth at this place.


 


B-1





















 


IN WITNESS
WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile
by its duly authorized officers and a facsimile of its corporate seal to be
affixed hereto or imprinted hereon.


 


	
   

  	
  WILLIAMS
  SCOTSMAN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  



 


B-2





















 


This is one of
the 81⁄2% Senior Notes due 2015 referred to in the within-mentioned Indenture.


 


	
   

  	
  THE BANK OF
  NEW YORK,

  
	
   

  	
  as Trustee

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  



 


B-3





















 


(REVERSE OF
NOTE)

81⁄2% Senior Note due 2015


 


1.             Interest.  WILLIAMS SCOTSMAN, INC., a Maryland
corporation (the “Issuer”), promises to pay interest on the principal amount of
this Note at the rate per annum shown above. 
Interest on the Notes will accrue from the most recent date on which
interest has been paid or, if no interest has been paid, from September 29,
2005.  The Issuer will pay interest semi-annually
in arrears on each Interest Payment Date, commencing April 1, 2006.  Interest will be computed on the basis of a
360-day year of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed.


 


The Issuer
shall pay interest on overdue principal and on overdue installments of interest
from time to time on demand at the rate borne by the Notes and on overdue
installments of interest (without regard to any applicable grace periods) to
the extent lawful.


 


2.             Method of Payment.  The Issuer shall pay interest on the Notes
(except defaulted interest) to the Persons who are the registered Holders at
the close of business on the Record Date immediately preceding the Interest
Payment Date even if the Notes are cancelled on registration of transfer or
registration of exchange (including pursuant to an Exchange Offer (as defined
in the applicable Registration Rights Agreement)) after such Record Date.  Holders must surrender Notes to a Paying
Agent to collect principal payments.  The
Issuer shall pay principal and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts (“U.S.
Legal Tender”).  However, the Issuer may
pay principal and interest by its check payable in such U.S. Legal Tender.  The Issuer may deliver any such interest
payment to the Paying Agent or to a Holder at the Holder’s registered address.


 


3.             Paying Agent and
Registrar.  Initially, The Bank of
New York (The “Trustee”) will act as Paying Agent and Registrar.  The Issuer may change any Paying Agent,
Registrar or co-Registrar without notice to the Holders.


 


4.             Indenture.  The Issuer issued the Notes under an
Indenture, dated as of September 29, 2005 (the “Indenture”), among the
Issuer, the Guarantors, the Subordinated Guarantor and the Trustee.  This Note is one of a duly authorized issue
of Initial Notes of the Issuer designated as its 81⁄2% Senior Notes due 2015 (the
“Initial Notes”).  The Notes include the
Initial Notes, the Private Exchange Notes and the Unrestricted Notes, as
defined below, issued in exchange for the Initial Notes pursuant to the Registration
Rights Agreement or, with respect to Initial Notes issued under the Indenture
subsequent to the Issue Date, another registration rights agreement.  All Initial Notes, Unrestricted Notes and
Private Exchange Notes shall be treated as a single class of securities under
the Indenture.  Capitalized terms herein
are used as defined in the Indenture unless otherwise defined herein.  The terms of the Notes include those stated
in this Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”), as
in effect


 


B-4





















 


on the date of the Indenture.  Notwithstanding anything to the contrary
herein, the Notes are subject to all such terms, and Holders of Notes are
referred to the Indenture and the TIA for a statement of them.  The Notes are unsecured obligations of the Issuer.


 


5.             Indenture.  Each Holder, by accepting a Note, agrees to
be bound by all of the terms and provisions of the Indenture, as the same may
be amended from time to time in accordance with its terms.


 


6.             Redemption.  Except as provided below, the Notes will not
be redeemable at the option of the Issuer prior to October 1, 2010.  On and after such date, the Notes will be
redeemable, at the Issuer’s option, in whole or in part at any time and from
time to time, upon not less than 30 nor more than 60 days’ notice mailed by first-class
mail to each Holder’s registered address, at the following redemption prices
(expressed as percentages of the principal amount thereof), plus accrued
interest to the Redemption Date (subject to the right of Holders of record on
the relevant Record Date to receive interest due on the relevant Interest
Payment Date), if redeemed during the twelve-month period commencing on October 1
of the years set forth below:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2010

  	
   

  	
  104.250

  	
  %

  
	
  2011

  	
   

  	
  102.833

  	
  %

  
	
  2012

  	
   

  	
  101.417

  	
  %

  
	
  2013 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


At any time
and from time to time on or prior to October 1, 2008, the Issuer may, at
its option, redeem in the aggregate up to 35% of the aggregate principal amount
of the Notes issued under the Indenture (including any Additional Notes, if
applicable, but excluding Exchange Notes issued in exchange for the Notes) with
the proceeds of one or more Qualified Equity Offerings subsequent to the Issue
Date (provided that if the
Qualified Equity Offering is a sale of any Capital Stock (other than
Disqualified Stock) of Williams Scotsman International or another issuer (other
than the Issuer), a portion of the Net Cash Proceeds thereof equal to the
amount required to redeem any such Notes is contributed to the equity capital
of the Issuer), at a redemption price (expressed as a percentage of principal
amount) of 108.5% plus accrued and unpaid interest to the Redemption Date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however,
that (i) at least 65% of the aggregate principal amount of the Notes
issued under the Indenture (including any Additional Notes, if applicable, but
excluding Exchange Notes issued in exchange for the Notes) must be outstanding
after each such redemption and (ii) such redemption is made not more than
90 days after the consummation of such Qualified Equity Offering.


 


At any time on
or prior to October 1, 2010 the Notes may also be redeemed as a whole but
not in part at the option of the Issuer upon the occurrence of a Change of
Control, upon not less than 30 nor more than 60 days’ prior notice (exercisable
no later than 30 days after such Change of control) mailed by first-class mail
to each Holder’s registered address, at


 


B-5





















 


a redemption price equal to 100% of the
principal amount thereof plus the Applicable Premium as of, and accrued and
unpaid interest to the Redemption Date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
Interest Payment Date).  The Issuer may
provide in such notice that payment of such price and performance of the Issuer’s
obligations with respect to such redemption may be performed by another Person.  Any such notice may be given prior to the
occurrence of the related Change of Control, and the redemption described
therein may be conditioned upon the occurrence of the related Change of
Control.


 


7.             Notice of
Redemption.  Notice of redemption
will be mailed at least 30 days but not more than 60 days before the Redemption
Date to each Holder of Notes to be redeemed at such Holder’s registered
address.  Notes in denominations larger
than $1,000 may be redeemed in part.


 


Except as set
forth in the Indenture, if monies for the redemption of the Notes called for
redemption shall have been deposited with the Paying Agent for redemption on
such Redemption Date, then, unless the Issuer defaults in the payment of such
redemption price plus accrued interest, if any, the Notes called for redemption
will cease to bear interest from and after such Redemption Date and the only
right of the Holders of such Notes will be to receive payment of the redemption
price plus accrued interest, if any.


 


8.             Offers to Purchase.
 Sections 4.11 and 4.12 of the Indenture
provide that, after certain Asset Dispositions and upon the occurrence of a
Change of Control, and subject to further limitations contained therein, the
Issuer will make an offer to purchase certain amounts of the Notes in
accordance with the procedures set forth in the Indenture.


 


9.             Denominations;
Transfer; Exchange.  The Notes are in
registered form, without coupons, and in denominations of $1,000 and integral
multiples of $1,000.  A Holder shall
register the transfer of or exchange of Notes in accordance with the
Indenture.  The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture.  The Registrar need not register the transfer
of or exchange of any Notes or portions thereof selected for redemption.


 


10.           Persons Deemed
Owners.  The registered Holder of a
Note shall be treated as the owner of it for all purposes.


 


11.           Unclaimed Money.  If money for the payment of principal or
interest remains unclaimed for two years, the Trustee and the Paying Agent will
pay the money back to the Issuer.  After
that, all liability of the Trustee and such Paying Agent with respect to such
money shall cease.


 


12.           Discharge Prior to
Redemption or Maturity.  If the
Issuer at any time deposits with the Trustee, the U.S. Legal Tender, U.S.
Government Obligations or Eligible Obligations sufficient to pay the principal
of and interest on the Notes to redemption or maturity


 


B-6





















 


and complies with the other provisions of the
Indenture relating thereto, the Issuer will be discharged from certain
provisions of the Indenture and the Notes (including certain covenants, its
obligation to pay the principal of and interest on the Notes but without
affecting the rights of the Holders to receive such amounts from such deposits).


 


13.           Amendment;
Supplement; Waiver.  Subject to
certain exceptions set forth in the Indenture, the Indenture or the Notes may
be amended or supplemented with the written consent of the Holders of a
majority in aggregate principal amount of the Notes then outstanding, and any
past Default or Event of Default or noncompliance with any provision may be
waived with the written consent of the Holders of a majority in aggregate
principal amount of the Notes then outstanding. 
Without notice to or consent of any Holder, the parties thereto may
amend or supplement the Indenture or the Notes to, among other things, cure any
ambiguity, omission, defect or inconsistency, provide for the assumption by a successor issuer or guarantor of the
obligations of the Issuer, the Guarantors or the Subordinated Guarantor under
the Indenture, provide for uncertificated Notes in addition to or in
place of certificated Notes, comply with any requirements of the SEC in order
to effect or maintain the qualification of the Indenture under the TIA or
comply with Article V of the Indenture, to add guarantees with respect to
the Notes, to secure the Notes or to provide for the release of any Guarantor
or the Subordinated Guarantor from its obligations under the Guarantee and the
Subordinated Guarantee if permitted, to add covenants for the benefit of the
Holder of the Notes or make any other change that does not adversely affect the
rights of any Holder of a Note and to conform the text of the Indenture, the
Guarantees and the Notes to any provision of the “Description of Notes” section of
the Offering Memorandum to the extent that such provision of the “Description
of Notes” was intended to be a verbatim recitation of a provision of the Indenture,
the Guarantees or the Notes.


 


An amendment to the Indenture may not make any change that adversely
affects the rights of any holder of Subordinated Guarantor Senior Indebtedness
then outstanding without the prior written consent of the requisite holders of
such Subordinated Guarantor Senior Indebtedness or their representatives.


 


14.           Restrictive Covenants.  The Indenture imposes certain limitations on
the ability of the Issuer and its Restricted Subsidiaries to, among other
things, incur additional Indebtedness, make payments in respect of their
Capital Stock or certain Indebtedness, make certain Investments, create or
incur liens, enter into transactions with Affiliates, create dividend or other
payment restrictions affecting any Restricted Subsidiaries, and on the ability
of the Issuer and Williams Scotsman International to merge or consolidate with
any other Person or sell, assign, transfer, lease, convey or otherwise dispose
of all or substantially all of the Issuer’s assets.  Such limitations are subject to a number of
important qualifications and exceptions. 
Pursuant to Section 4.04 of the Indenture, the Issuer must annually
report to the Trustee on compliance with such limitations.


 


15.           Successors.  When a successor assumes, in accordance with
the Indenture, all the obligations of its predecessor under the Notes and the
Indenture, the predecessor, subject to certain exceptions, will be released
from those obligations.


 


B-7





















 


16.           Defaults and
Remedies.  If an Event of Default
(other than pursuant to clause (7) or (8) of Section 6.01 with
respect to the Issuer) occurs and is continuing, the Trustee or the Holders of
not less than 25% in aggregate principal amount of Notes then outstanding may
declare all the Notes to be due and payable in the manner, at the time and with
the effect provided in the Indenture. 
Holders of Notes may not enforce the Indenture or the Notes except as
provided in the Indenture.  The Trustee
is not obligated to enforce the Indenture or the Notes unless it has received
indemnity reasonably satisfactory to it. 
The Indenture permits, subject to certain limitations therein provided,
Holders of a majority in aggregate principal amount of the Notes then
outstanding to direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders of
Notes notice of any continuing Default or Event of Default (except a Default in
payment of principal or interest when due, for any reason) if it determines
that withholding notice is in their interest.


 


17.           Trustee Dealings
with Issuer and Its Subsidiaries. 
The Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Notes and may otherwise deal with
the Issuer, its Subsidiaries or their respective Affiliates as if it were not
the Trustee.


 


18.           No Recourse Against
Others.  No partner, director,
officer, employee or stockholder, as such, of the Issuer, any Guarantor or
Subordinated Guarantor, as such, shall have any liability for any obligations
of the Issuer, any Guarantor or Subordinated Guarantor under the Notes, the Indenture,
the Guarantees or the Subordinated Guarantee or any Registration Rights
Agreement or for any claim based on, in respect of, or by reason of, such
obligations or their creation.  Each
Holder of Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the
consideration for the issuance of the Notes.


 


19.           Guarantees.  This Note will be entitled to the benefits of
certain Guarantees and the Subordinated Guarantee, if any, made for the benefit
of the Holders.  Reference is hereby made
to the Indenture for a statement of the respective rights, limitations of
rights, duties and obligations thereunder of the Guarantors and the
Subordinated Guarantor, the Trustee and the Holders.


 


20.           Waiver of
Substantive Consolidation; Etc.  Each
Holder of a Note acknowledges and agrees, on behalf of itself and all its
successors and assigns as a Noteholder, that the claims of the Noteholders
against the Subordinated Guarantor, and against the assets from time to time
held by the Subordinated Guarantor (including, without limitation, all units,
leases and proceeds therefrom at any time transferred or purported to be
transferred to the Subordinated Guarantor), are limited to the claims expressly
provided pursuant to the Subordinated Guarantee.  Each Holder of a Note further agrees, on
behalf of itself and all its successors and assigns as a Noteholder, that in no
event (whether pursuant to a proceeding under the Bankruptcy Law or otherwise)
shall it (or any representative on its behalf including the Trustee) assert
that the assets of the Subordinated Guarantor should be substantively
consolidated or otherwise combined with the assets of the Issuer, Williams
Scotsman International or any of their other Subsidiaries, or otherwise
returned (whether under claims of fraudulent conveyance or otherwise) to any
such person.  Furthermore, in the event
that pursuant to any proceeding


 


B-8





















 


pursuant to the Bankruptcy Law or otherwise
the assets (or any of the assets) of the Subordinated Guarantor are
substantively consolidated or otherwise combined in a similar fashion with the
assets of the Issuer, Williams Scotsman International or any other of their
Subsidiaries or otherwise returned to any such person, then, as between the
Noteholders (and their successors and assigns) and the Lenders pursuant to the
Credit Agreement (and pursuant to any Hedging Obligations from time to time
entered into); the Noteholders agree that all distributions received by them
(and their successors and assigns) to the extent attributable to the assets, or
representing any proceeds from any disposition of assets, which were held by
the Subordinated Guarantor prior to any such consolidation, combination or
return of assets shall be treated by the Noteholders as if received pursuant to
the Subordinated Guarantee and shall be fully subject to the subordination
provisions contained in Section 11.02 of the Indenture.


 


21.           Authentication.  This Note shall not be valid until the Trustee
or Authenticating Agent manually signs the certificate of authentication on
this Note.


 


22.           Governing Law.  This Note and the Indenture shall be governed
by and construed in accordance with the laws of the State of New York, as
applied to contracts made and performed within the State of New York, without
regard to principles of conflict of laws. 
Each of the parties hereto agrees to submit to the jurisdiction of the
courts of the State of New York in any action or proceeding arising out of or
relating to this Note.


 


23.           Abbreviations and
Defined Terms.  Customary
abbreviations may be used in the name of a Holder of a Note or an assignee,
such as:  TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).


 


24.           CUSIP Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Issuer has
caused CUSIP numbers to be printed on the Notes as a convenience to the Holders
of the Notes.  No representation is made
as to the accuracy of such numbers as printed on the Notes and reliance may be
placed only on the other identification numbers printed hereon.


 


25.           Interest Act
Disclosure.  For purposes of the
Interest Act (Canada), (i) whenever any interest or fee under the Notes or
the Indenture is calculated using a rate based on a year of 360 days, the rate
determined pursuant to such calculation, when expressed as an annual rate, is
equivalent to (x) the applicable rate based on a year of 360 days, (y)
multiplied by the actual number of days in the calendar year in which the
period for which such interest or fee is payable (or compounded) ends, and (z)
divided by 360, (ii) the principal of deemed reinvestment of interest does
not apply to any interest calculation under the Notes or the Indenture, and (iii) the
rates of interest stipulated in the Notes are intended to be nominal rates and
not effective rates or yields.


 


B-9





















 


The Issuer
will furnish to any Holder of a Note upon written request and without charge a
copy of the Indenture.  Requests may be
made to:  Williams Scotsman, Inc.,
8211 Town Center Drive, Baltimore, Maryland 
21236.


 


B-10





















 


ASSIGNMENT
FORM


 


If you the
Holder want to assign this Note, fill in the form below and have your signature
guaranteed:


 


I or we assign
and transfer this Note to:


 


 


 


(Print or type name, address and zip code and social security or tax ID
number of assignee)


 


and
irrevocably appoint                    ,
agent to transfer this Note on the books of the Issuer.  The agent may substitute another to act for
him.


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name appears

  
	
   

  	
   

  	
  on the other side of this Note)

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
						



 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements on and after October 26,
1992 will include membership or participation in STAMP or such other “signature
guarantee program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.


 


B-11





















 


[OPTION OF
HOLDER TO ELECT PURCHASE]


 


If you want to
elect to have this Note purchased by the Issuer pursuant to Section 4.11
or Section 4.12 of this Indenture, check the appropriate box:


 


Section 4.11
o


 


Section 4.12
o


 


If you want to
elect to have only part of this Note purchased by the Issuer pursuant to Section 4.11
or Section 4.12 of this Indenture, state the amount you elect to have purchased:


 


$                      


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  	
  NOTICE: The signature on this assignment
  must correspond with the name as it appears upon the face of the within Note
  in every particular without alteration or enlargement or any change
  whatsoever and be guaranteed.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
						



 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements on and after October 26,
1992 will include membership or participation in STAMP or such other “signature
guarantee program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.


 


B-12





















 


EXHIBIT C


 


Form of
Certificate To Be

Delivered in Connection with

Transfers to Non-QIB Accredited Investors


 


[          ],
[        ]


 


[                        ]


[                        ]


[                        ]


 


Ladies and Gentlemen:


 


In connection
with our proposed purchase of 81⁄2% Senior Notes due 2015 (the “Notes”) of
Williams Scotsman, Inc., a Maryland corporation (the “Issuer”), we confirm
that:


 


1.             We
have received a copy of the Offering Memorandum (the “Offering Memorandum”),
dated September 20, 2005, relating to the Notes and such other information
as we deem necessary in order to make our investment decision.  We acknowledge that we have read and agreed
to the matters stated in the section entitled “Transfer Restrictions” of
such Offering Memorandum.


 


2.             We
understand that any subsequent transfer of the Notes is subject to certain
restrictions and conditions set forth in the Indenture relating to the Notes
(the “Indenture”) and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes except in compliance with, such
restrictions and conditions and the Securities Act of 1933, as amended (the “Securities
Act”), and all applicable State securities laws.


 


3.             We
understand that the offer and sale of the Notes have not been registered under
the Securities Act, and that the Notes may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons except as
permitted in the following sentence.  We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell any Notes, we will do so only (i) to
the Issuer or any subsidiary thereof, (ii) inside the United States in
accordance with Rule 144A under the Securities Act to a “qualified
institutional buyer” (as defined in Rule 144A promulgated under the
Securities Act), (iii) inside the United States to an institutional “accredited
investor” (as defined below) that, prior to such transfer, furnishes (or has
furnished on its behalf by a U.S. broker-dealer) to the Trustee (as defined in
the Indenture) a signed letter containing certain representations and
agreements relating to the restrictions on transfer of the Notes (the form of
which letter can be obtained from the Trustee), (iv) outside the United
States in accordance with Rule 904 of Regulation S promulgated under the
Securities Act to non-U.S. persons, (v) pursuant to the exemption from
registration provided by Rule 144 under the Securities Act (if available),
(vi) in accordance with another exemption from the registration statements
of the Securities Act


 


C-1





















 


(and based upon an Opinion of Counsel if the Issuer so requests) or (vi) pursuant
to an effective registration requirements under the Securities Act, and we further
agree to provide to any person purchasing any of the Notes from us a notice
advising such purchaser that resales of the Notes are restricted as stated
herein.


 


4.             We
understand that, on any proposed resale of any Notes, we will be required to
furnish to the Trustee and the Issuer such certification, legal opinions and
other information as the Trustee and the Issuer may reasonably require to
confirm that the proposed sale complies with the foregoing restrictions.  We further understand that the Notes purchased
by us will bear a legend to the foregoing effect.


 


5.             We
are an institutional “accredited investor” (as defined in Rule 501(a)(1),
(2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or their investment, as the case may be.


 


6.             We
are acquiring the Notes purchased by us for our account or for one or more
accounts (each of which is an institutional “accredited investor”) as to each
of which we exercise sole investment discretion.


 


C-2





















 


You, the
Issuer, the Trustee and others are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name of
  Transferee]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


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EXHIBIT D


 


Form of
Certificate To Be Delivered

in Connection with Transfers

Pursuant to Regulation S


 


[           ],
[         ]


 


[                        ]

[                        ]

[                        ]

[                        ]


 


Re:        Williams
Scotsman, Inc. (the “Issuer”)

81⁄2% Senior Notes due 2015 (the “Notes”)


 


Ladies and Gentlemen:


 


In connection
with our proposed sale of
$[          ] aggregate
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the U.S. Securities Act
of 1933, as amended (the “Securities Act”), and, accordingly, we represent
that:


 


(1)           the
offer of the Notes was not made to a person in the United States;


 


(2)           either
(a) at the time the buy offer was originated, the transferee was outside
the United States or we and any person acting on our behalf reasonably believed
that the transferee was outside the United States, or (b) the transaction
was executed in, on or through the facilities of a designated off-shore
securities market and neither we nor any person acting on our behalf knows that
the transaction has been pre-arranged with a buyer in the United States;


 


(3)           no
directed selling efforts have been made in the United States in contravention
of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable;


 


(4)           the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act; and


 


(5)           we
have advised the transferee of the transfer restrictions applicable to the
Notes.


 


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You, the
Issuer and counsel for the Issuer are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. 
Terms used in this certificate have the meanings set forth in Regulation
S.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name of
  Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signature

  



 


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EXHIBIT E


 


GUARANTEE


 


For value
received, the undersigned hereby unconditionally guarantees, on a senior
unsecured basis, to the Holder of this Note the payments of principal of,
premium, if any, and interest on this Note (and including Additional Interest
payable thereon) in the amounts and at the times when due and interest on the
overdue principal, premium, if any, and interest, if any, of this Note, if
lawful, and the payment or performance of all other obligations of the Issuer
under the Indenture (as defined below) or the Notes, to the Holder of this Note
and the Trustee, all in accordance with and subject to the terms and
limitations of this Note, Article XI of the Indenture and this
Guarantee.  This Guarantee will become
effective in accordance with Article XI of the Indenture and its terms
shall be evidenced therein.  The validity
and enforceability of any Guarantee shall not be affected by the fact that it
is not affixed to any particular Note. 
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Indenture dated as of September 29, 2005, among Williams
Scotsman, Inc., a Maryland corporation, as issuer (the “Issuer”), Williams
Scotsman International, Inc., a Delaware corporation, Evergreen Mobile
Company, a Washington corporation, Space Master International, Inc., a
Georgia corporation, Truck & Trailer Sales, Inc., a Missouri
corporation, and Williams Scotsman of Canada, Inc., a Canadian
corporation, as guarantors and Willscot Equipment, LLC, a Delaware limited
liability company, as subordinated guarantor and The Bank of New York, as
trustee (the “Trustee”), as amended or supplemented (the “Indenture”).


 


The
obligations of the undersigned to the Holders of Notes and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article XI
of the Indenture and reference is hereby made to the Indenture for the precise
terms of the Guarantee and all of the other provisions of the Indenture to
which this Guarantee relates.


 


THIS
GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.  Each Guarantor hereby agrees to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to this Guarantee.


 


This Guarantee
is subject to release upon the terms set forth in the Indenture.


 


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IN WITNESS
WHEREOF, the undersigned has caused its Guarantee to be duly executed.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  WILLIAMS
  SCOTSMAN INTERNATIONAL,

  INC., as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


E-2





















 


IN WITNESS
WHEREOF, the undersigned has caused its Guarantee to be duly executed.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  EVERGREEN
  MOBILE COMPANY,

  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


E-3





















 


IN WITNESS
WHEREOF, the undersigned has caused its Guarantee to be duly executed.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  SPACE MASTER
  INTERNATIONAL, INC.,

  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


E-4





















 


IN WITNESS
WHEREOF, the undersigned has caused its Guarantee to be duly executed.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  TRUCK &
  TRAILER SALES, INC.,

  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


E-5





















 


IN WITNESS
WHEREOF, the undersigned has caused its Guarantee to be duly executed.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  WILLIAMS
  SCOTSMAN OF CANADA, INC.,

  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


E-6





















 


EXHIBIT F


 


SUBORDINATED GUARANTEE


 


For value
received, the undersigned hereby unconditionally guarantees, on a subordinated
basis, to the Holder of this Note the payments of principal of, premium, if
any, and interest on this Note (and including Additional Interest payable
thereon) in the amounts and at the times when due and interest on the overdue
principal, premium, if any, and interest, if any, of this Note, if lawful, and
the payment or performance of all other obligations of the Issuer under the
Indenture (as defined below) or the Notes, to the Holder of this Note and the
Trustee, all in accordance with and subject to the terms and limitations of
this Note, Article XI of the Indenture and this Subordinated
Guarantee.  This Subordinated Guarantee
will become effective in accordance with Article XI of the Indenture and
its terms shall be evidenced therein. 
The validity and enforceability of any Subordinated Guarantee shall not
be affected by the fact that it is not affixed to any particular Note.  Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Indenture dated as of September 29,
2005, among Williams Scotsman, Inc., a Maryland corporation, as issuer
(the “Issuer”), Williams Scotsman International, Inc., a Delaware
corporation, Evergreen Mobile Company, a Washington corporation, Space Master
International, Inc., a Georgia corporation, Truck & Trailer Sales, Inc.,
a Missouri corporation and Williams Scotsman of Canada, Inc., a Canadian
corporation, as guarantors and Willscot Equipment, LLC, a Delaware limited
liability company, as subordinated guarantor and The Bank of New York, as
trustee (the “Trustee”), as amended or supplemented (the “Indenture”).


 


The
obligations of the undersigned to the Holders of Notes and to the Trustee
pursuant to this Subordinated Guarantee and the Indenture are expressly set
forth in Article XI of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Subordinated Guarantee and all of the other
provisions of the Indenture to which this Subordinated Guarantee relates.


 


THIS
SUBORDINATED GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAW.  The Subordinated
Guarantor hereby agrees to submit to the jurisdiction of the courts of the
State of New York in any action or proceeding arising out of or relating to
this Subordinated Guarantee.


 


This
Subordinated Guarantee is subject to release upon the terms set forth in the
Indenture.


 


F-1





















 


IN WITNESS
WHEREOF, the Subordinated Guarantor has caused its Subordinated Guarantee to be
duly executed.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  WILLSCOT
  EQUIPMENT, LLC,

  as Subordinated Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


F-2