Exhibit 10.5


 


Amendment No. 1 to Management Stockholders’ and
Optionholders’ Agreement 


 


This Amendment No. 1
(this “Amendment”) to the Management Stockholders’ and Optionholders’
Agreement (the “Agreement”), is made as of September 23, 2005,
among Williams Scotsman International, Inc. (f/k/a Scotsman Holdings, Inc.),
a Delaware corporation (the “Company”), Cypress Merchant Banking
Partners L.P., a Delaware limited partnership (“Cypress Onshore”),
Cypress Offshore Partners L.P., a Cayman Islands limited partnership (“Cypress
Offshore”), Scotsman Partners, L.P., a Texas limited partnership (“Scotsman
Partners” and, together with Cypress Onshore and Cypress Offshore, the “Investor
Group”), and the parties listed on the signature page hereto holding
at least 51% of the aggregate Shares held by all Management Stockholders (each
of the Company, the Investor Group, and the Management Stockholders as listed
on the signature page hereto being a “Party” and, collectively, the
“Parties”).  All capitalized terms
used but not defined herein shall have the meanings ascribed to such terms in
the Agreement.


 


WHEREAS, the Parties originally
entered into the Agreement on September 14, 1998.


 


WHEREAS, the Parties wish
to amend the Agreement in connection with an initial public offering of the
common stock of the Company.


 


NOW, THEREFORE, in
consideration of good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereto hereby agree as follows:


 


1.             Amendment
to Section I.1(a).  The
following sentence is hereby added to the end of Section I.1(a) of
the Agreement:


 


“The Transfer restrictions in this Article I shall be terminated
and shall have no further force or effect as of the 180th day after the date on
which the underwriting agreement relating to an IPO (as defined in Section I.2(c) hereof)
is entered into.


 


2.             Amendment
to Section I.2(c).  The second
sentence of Section I.2(c) of the Agreement is hereby amended and
restated to read as follows:


 


“Notwithstanding any other provision contained in this Agreement, a
Management Stockholder may not Transfer any Shares (other than pursuant to Section 2.1
hereof or to a Permitted Transferee pursuant to Section 1.2(a) hereof)
until the earlier to occur of (i) 60 days after an IPO, or (ii) the
day after the date on which the Investor Group Holders shall have disposed of
Shares constituting more than 33-1/3% of the Original Shares (as defined in Article VI)
and, thereafter, the aggregate number of Shares which a Management Stockholder
may Transfer (other than pursuant to Section 2.1 hereof or to a Permitted
Transferee pursuant to Section 1.2(a) hereof) in any 12 month period
shall not exceed 25% of the sum of the number of Shares (if any) acquired by
such Management Stockholder pursuant to the Subscription Agreement between the
Company and such Management Stockholder plus the total number of Shares (if
any) acquired by such


 





















 


Management Stockholder pursuant to the exercise of employee stock
options; provided that each of the Management Stockholders set forth on Schedule I
to this Agreement may Transfer up to the number of Shares set forth opposite
his name on Schedule I in an IPO if such Management Stockholder shall have
entered into a 180-day lock-up agreement for the benefit of the underwriters in
the IPO and if such Management Stockholders do not Transfer any other Shares
during such lock-up period.”


 


3.             Amendment
to Section I.3(a).  The last
proviso of Section I.3(a) of the Agreement is hereby amended to read
as follows:


 


“provided, further, that, upon the consummation of an IPO, the
provisions of the preceding proviso and the following provisions of this Section I.3
shall be terminated and shall have no further force or effect.”


 


4.             Amendment
to Section II.1.  The following
sentence shall be added to the end of Section II.1 of the Agreement:


 


“Upon the consummation of an IPO, the provisions of this Article II
shall be terminated and shall have no further force or effect.”


 


5.             Amendment
to Section III.1(a).  The
following sentence shall be added to the end of Section III.1(a) of
the Agreement:


 


“Upon the consummation of an IPO, the provisions of this Article III
shall be terminated and shall have no further force or effect.”


 


6.             Amendments
to Section IV.1.  The following
new Section IV.1(h) is hereby added to the Agreement:


 


“(h) Upon the consummation of an IPO, the provisions of this Article IV
shall be terminated and shall have no further force or effect.”


 


7.             Amendment
to Section V.1. Section V.1 is hereby amended and restated to
read as follows:


 


“If the Company at any time after an IPO proposes to register Common
Stock on behalf of the Investor Group, the Company shall give written notice
each such time to each Management Stockholder who is then employed by the
Company or whose employment theretofore shall have been terminated for any
reason, other than termination by the Company for Cause or voluntary
termination by such Management Stockholder (and the Permitted Transferees of
such Management Stockholders) of its intention to do so; provided, however, no
notice need be given to any Management Stockholder (and any Permitted
Transferee thereof) and no such Management Stockholder (and any Permitted
Transferee thereof) shall have any rights under this Section V.1 if (i) the
Common Stock held by such Management Stockholder (and any Permitted Transferee
thereof) has been disposed of pursuant to an effective registration statement, (ii) the
entire amount of the Common Stock held by such Management Stockholder (and any
Permitted Transferee thereof) may be sold pursuant to Rule 144(k) or (iii) the
Common Stock held by such


 


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Management Stockholder (and any Permitted Transferee thereof) has
ceased to be outstanding.  Upon the
written request of any such Management Stockholder or Permitted Transferee (a “Participating
Management Stockholder”) given within 15 Business Days after receipt of any
such notice by such Management Stockholder or Permitted Transferee (stating the
amount of Common Stock to be disposed of by the Participating Management
Stockholder), the Company shall include the Common Stock intended to be
disposed of in a registration statement under the Securities Act so as to
permit the disposition by the Participating Management Stockholder of the
Common Stock so registered; provided, however, that the number of Shares which
may be sold by a Participating Management Stockholder without the consent of
the Investor Group Holders pursuant to any such registration statement may not
exceed the product of (A) the total number of Shares then beneficially
owned by such Participating Management Stockholder and (B) a fraction, the
numerator of which shall be the total number of Shares intended to be disposed
of by the Investor Group Holders pursuant to such registration statement and
the denominator of which shall be the total number of Shares then beneficially
owned by the Investor Group Holders.


 


Notwithstanding the foregoing, each Management Stockholder set forth on
Schedule I to this Agreement may require the Company to include a portion
of their Shares in a registration statement relating to an IPO subject to the
terms of this Section V.1.  Each
such Managing Stockholder set forth on Schedule I to this Agreement may
elect by written notice to the Company to have up to the number of Shares set
forth on Schedule I included in the registration statement relating to an
IPO.


 


Each Participating Management Stockholder or other Management
Stockholder participating in any registration of Shares under this Section V.1
shall be entitled to the benefits of, and subject to the obligations of, a “Holder”
under Sections 5.5, 5.6, 5.7, 5.8, 5.10 and 5.11 of the Investor Stockholders
Agreement dated as of May 22, 1997 among the Company, the Investor Group
Holders and certain other persons named therein, as amended by Amendment No. 1
dated September 1, 1998.”


 


8.             Ratification
of the Agreement.  Except as
otherwise expressly provided herein, all of the terms and conditions of the
Agreement are ratified and shall remain unchanged and continue in full force
and effect.


 


9.             Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same instrument.


 


10.           GOVERNING
LAW.  THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF ANY JURISDICTION.


 


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IN WITNESS WHEREOF, this
Amendment has been executed as of the date first above written.


 


	
   

  	
  WILLIAMS SCOTSMAN

  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John B. Ross

  	
   

  
	
   

  	
  Name: John B. Ross

  
	
   

  	
  Title: Vice President and General Counsel

  
	
   

  	
   

  



 


	
   

  	
  CYPRESS MERCHANT BANKING

  PARTNERS L.P.

  
	
   

  	
   

  



 


	
   

  	
  By: Cypress Associates L.P., its

  
	
   

  	
  general partner

  
	
   

  	
   

  



 


	
   

  	
  By: The Cypress Group L.L.C., its general

  partner

  
	
   

  	
   

  



 


	
   

  	
  By:

  	
  /s/ James L. Singleton

  	
   

  
	
   

  	
  Name: James L. Singleton

  
	
   

  	
  Title: Member

  
	
   

  	
   

  



 


	
   

  	
  CYPRESS OFFSHORE PARTNERS L.P.

  
	
   

  	
   

  



 


	
   

  	
  By: Cypress Associates L.P., its general

  partner

  
	
   

  	
   

  



 


	
   

  	
  By: The Cypress Group L.L.C., its general

  partner

  
	
   

  	
   

  



 


	
   

  	
  By:

  	
  /s/ James L. Singleton

  	
   

  
	
   

  	
  Name: James L. Singleton

  
	
   

  	
  Title: Member

  



 


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  SCOTSMAN PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Group 31, Inc., its

  
	
   

  	
  general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin G. Levy

  	
   

  
	
   

  	
  Name: Kevin G. Levy

  
	
   

  	
  Title: Vice President

  



 


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SIGNATURE PAGE TO

AMENDMENT NO. 1 TO
MANAGEMENT STOCKHOLDERS’ AND

OPTIONHOLDERS’ AGREEMENT


 


The undersigned has read
the foregoing Amendment No. 1 to Management Stockholders’ and
Optionholders’ Agreement, dated as of September 23, 2005 the “Amendment”),
and hereby agrees to the terms of the Amendment.


 


IN WITNESS WHEREOF, the
undersigned has signed and delivered the Amendment as of the date indicated
below.


 


 


	
   

  	
  Gerard E. Holthaus

  
	
   

  	
  Name of Management Stockholder

  
	
   

  	
  (Please Print)

  
	
   

  	
   

  
	
   

  	
  /s/ Gerard E. Holthaus

  
	
   

  	
  Signature of Management Stockholder

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   September 23, 2005

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Joseph F. Donegan

  
	
   

  	
  Name of Management Stockholder

  
	
   

  	
  (Please Print)

  
	
   

  	
   

  
	
   

  	
  /s/ Joseph F. Donegan

  
	
   

  	
  Signature of Management Stockholder

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   September 23, 2005

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  William C. LeBuhn

  
	
   

  	
  Name of Management Stockholder

  
	
   

  	
  (Please Print)

  
	
   

  	
   

  
	
   

  	
  /s/ William C. LeBuhn

  
	
   

  	
  Signature of Management Stockholder

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   September 23, 2005

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  John B. Ross

  
	
   

  	
  Name of Management Stockholder

  
	
   

  	
  (Please Print)

  
	
   

  	
   

  
	
   

  	
  /s/ John B. Ross

  
	
   

  	
  Signature of Management Stockholder

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   September 23, 2005

  



 


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SCHEDULE I


 


	
  Management Stockholder

  	
   

  	
  Number of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Gerard E. Holthaus

  	
   

  	
  230,842

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Joseph F. Donegan

  	
   

  	
  80,339

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  William C. LeBuhn

  	
   

  	
  89,181

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  John B. Ross

  	
   

  	
  54,003

  	
   

  



 


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