Exhibit 10.39


 


WILLIAMS SCOTSMAN, INC.

$42,000,000

8 1/2% Senior Notes Due 2015


 


 


PURCHASE
AGREEMENT


 


September 20, 2005


 


Deutsche Bank Securities Inc.

60 Wall Street

New York, New York  10005


 


Ladies and Gentlemen:


 


Williams
Scotsman, Inc., a Maryland corporation (the “Issuer”), hereby confirms
its agreement with you (the “Initial Purchaser”) as set forth below.


 


1.             The
Securities.  Subject to the terms and
conditions herein contained, the Issuer proposes to issue and sell to the
Initial Purchaser $42,000,000 aggregate principal amount of its 8 1/2% Senior
Notes due 2015 (the “Notes”).  The
Notes will be guaranteed (the “Guarantees”) on a senior basis by Williams
Scotsman International, Inc., a Delaware corporation and the owner of all
of the outstanding capital stock of the Issuer (“Williams Scotsman
International”), Evergreen Mobile Company, a Washington corporation and a wholly
owned subsidiary of the Issuer, Space Master International, Inc., a
Georgia corporation and a wholly owned subsidiary of the Issuer, Truck &
Trailer Sales, Inc., a Missouri corporation and a wholly owned subsidiary
of the Issuer and Williams Scotsman of Canada, Inc., a Canadian
corporation and a wholly owned subsidiary of the Issuer (each a “Guarantor”
and collectively, the “Guarantors”), and will be guaranteed (the “Subordinated
Guarantee”) on a subordinated basis by Willscot Equipment, LLC, a Delaware
limited liability company and a wholly owned subsidiary of the Issuer (the “Subordinated
Guarantor”).  The Notes, the
Guarantees and the Subordinated Guarantee are collectively referred to herein
as the “Securities.”  The
Securities are to be issued under an indenture (as supplemented from time to
time, the “Indenture”) dated as of September 29, 2005 by and among
the Issuer, the Guarantors, the Subordinated Guarantor and The Bank of New York,
as Trustee (the “Trustee”).


 


The Securities
are being issued in connection with (a) the initial public offering of the
common stock of Williams Scotsman International (the “IPO”), (b) the
drawing of certain loans under the amended and restated credit agreement dated
as of June 28, 2005 among the Issuer, Williams Scotsman International, Bank of
America, N.A., as administrative agent, and the lenders from time to time party
thereto (the “Credit Agreement”) and (c) the repurchase


 





















 


by the Issuer of its 9.875% senior notes due
2007 and its 10% senior secured notes due 2008 (together, the “Existing
Notes”) pursuant to tender offers and consent solicitations (collectively,
the “Tender Offer”) and the documentation in respect thereof (the “Tender
Offer Documentation”).


 


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


 


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


 


The Initial
Purchaser and its direct and indirect transferees of the Securities will be
entitled to the benefits of the Registration Rights Agreement to be dated as of
the Closing Date (as defined) (the “Registration Rights Agreement”),
pursuant to which the Issuer, the Guarantors and the Subordinated Guarantor
will agree, among other things, to file with the Securities and Exchange
Commission (the “Commission”), under the circumstances set forth
therein, (i) a registration statement under the Act (the “Exchange
Offer Registration Statement”) relating to the 8 1/2% Senior Notes due 2015
of the Issuer (the “Exchange Notes”) to be offered in exchange (the “Exchange
Offer”) for the Notes, and (ii) as and to the extent required by the
Registration Rights Agreement, a shelf registration statement pursuant to Rule 415
under the Act (the “Shelf Registration Statement” and, together with the
Exchange Offer Registration Statement, the “Registration Statements”)
relating to the resale by certain holders of the Notes, and to cause such
Registration Statements to be declared effective in accordance with the
Registration Rights Agreement.  Concurrently
with the execution of this Agreement, the parties hereto will enter into a purchase
agreement with respect to $308,000,000 aggregate principal amount of Notes to
be issued under the Indenture (the “First Purchase Agreement” and,
collectively with this Purchase Agreement, the “Purchase Agreements”). This
Purchase Agreement (this “Agreement”), the First Purchase Agreement, the
Notes, the Guarantees, the Subordinated Guarantee, the Exchange Notes, the
Indenture and the Registration Rights Agreement are hereinafter referred to
collectively as the “Operative Documents.”


 


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


 


(a)           Neither
the Preliminary Memorandum as of its date nor the Final Memorandum nor any
amendment or supplement thereto as of the date thereof and at all times
subsequent thereto up to the Closing Date (as defined in Section 3 below)


 


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contained or contains any untrue statement of a material fact or
omitted or omits to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, except that the representations and warranties set forth in this Section 2(a) do
not apply to statements or omissions made in reliance upon and in conformity
with information relating to the Initial Purchaser furnished to the Issuer in
writing by the Initial Purchaser expressly for use in either the Preliminary Memorandum,
the Final Memorandum or any amendment or supplement thereto.


 


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


 


(c)           Each
of the Issuer and the Subsidiaries (other than Williams Scotsman Mexico and
Williams Scotsman Europe) is duly incorporated (or in the case of the
Subordinated Guarantor, organized), validly existing and in good standing as a
corporation or limited liability company under the laws of its respective
jurisdiction of incorporation and has all requisite corporate power and
authority to own its properties and conduct its business as now conducted and
as described in the Final Memorandum; each of the Issuer and the Subsidiaries
is duly qualified to do business as a foreign corporation in good standing in
all other jurisdictions where the ownership or leasing of its properties or the
conduct of its business requires such qualification, except where the failure
to be so qualified would not, individually or in the aggregate,


 


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have a material adverse effect on the general affairs, business,
condition (financial or otherwise) or results of operations of the Issuer and
the Subsidiaries taken as a whole (any such event, a “Material Adverse
Effect”).


 


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


 


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


 


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


 


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


 


(h)           The
Exchange Notes have been duly and validly authorized for issuance by the Issuer
and, when issued and authenticated in accordance with the terms of the
Indenture, the Registration Rights Agreement and the Exchange Offer, will be
the legally valid and binding obligations of the Issuer, enforceable against
the Issuer in accordance with their terms and entitled to the benefits of the
Indenture, except as


 


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such enforceability may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium and other similar laws now or hereinafter in effect
relating to or affecting creditors’ rights generally and (ii) general
principles of equity and the discretion of the court before which any
proceeding therefor may be brought.


 


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


 


(j)            Each
of the Issuer, the Guarantors and the Subordinated Guarantor has all requisite
corporate or similar power and authority to execute, deliver and perform its
obligations under the Registration Rights Agreement.  The Registration Rights Agreement has been
duly and validly authorized by the Issuer, the Guarantors and the Subordinated
Guarantor and, when duly executed and delivered by each of the Issuer, the
Guarantors and the Subordinated Guarantor, will be the legally valid and
binding obligation of the Issuer, the Guarantors and the Subordinated
Guarantor, enforceable against each of them in accordance with its terms,
except as such enforceability may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium and other similar laws now or
hereinafter in effect relating to or affecting creditors’ rights generally,


 


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(ii) general principles of equity and the discretion of the court
before which any proceeding therefor may be brought and (iii) as to rights
of indemnification and contribution, by principles of public policy or federal
and state securities laws relating thereto.


 


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


 


(l)            The
execution, delivery and performance by the Issuer, the Guarantors and the
Subordinated Guarantor of this Agreement and each of the other Operative
Documents (to the extent a party thereto) and the consummation of the
transactions contemplated hereby and thereby (including, without limitation,
the issuance and sale of the Securities to the Initial Purchaser and the
issuance of the Exchange Notes in the Exchange Offer) will not violate,
conflict with or constitute or result in a breach of or a default under (or
constitute an event which with notice or passage of time or both


 


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would constitute a default under) or cause an acceleration of any
obligation under or result in the imposition or creation of any lien or
encumbrance (a “Lien”) on any properties or assets of the Issuer or any
Subsidiary with respect to (A) the terms or provisions of any Contract,
except for any conflict, breach, violation, default or event which would not,
individually or in the aggregate, have a Material Adverse Effect, (B) the
charter or bylaws (or similar organizational document) of the Issuer or any of
the Subsidiaries, or (C) (assuming compliance with all applicable state
securities or “Blue Sky” laws and assuming the accuracy of the representations
and warranties of the Initial Purchaser in Section 8 hereof are true and
correct and that the representations and warranties of the initial purchasers
contained in Section 8 of the First Purchase Agreement are true and
correct) any statute, judgment, decree, order, rule or regulation
applicable to the Issuer or any of the Subsidiaries or any of their respective
properties or assets, except for any such conflict, breach or violation which
would not, individually or in the aggregate, have a Material Adverse Effect.


 


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


 


(n)           There
is not pending or, to the knowledge of the Issuer, the Guarantors or the
Subordinated Guarantor, threatened any action, suit, proceeding, inquiry or investigation
to which the Issuer or any of the Subsidiaries is a party, or to which the
property or assets of the Issuer or any of the Subsidiaries is subject, before
or brought by any court, arbitrator or governmental agency or body which could
reasonably be expected to, individually or in the aggregate, have a Material
Adverse Effect or which seeks to restrain, enjoin, prevent the consummation of
or otherwise challenge the issuance or sale of the Securities to be sold
hereunder or the consummation of the other transactions contemplated in the
Operative Documents.


 


(o)           Each
of the Issuer and the Subsidiaries possesses all material licenses, permits,
certificates, consents, orders, approvals and other authorizations from, and


 


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


 


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


 


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


 


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


 


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


 


(t)            Each
of the Issuer and the Subsidiaries has good and marketable title to all real
property and good title to all personal property described in the Final Memorandum
as being owned by it and good and marketable title to a leasehold estate in the
real and personal property described in the Final Memorandum as being leased by
it free and clear of all Liens, except as described in the Final Memorandum
or to the extent the failure to have such title or the existence of such Liens
would not, individually or in the aggregate, have a Material Adverse Effect or
except such Liens created pursuant to the Issuer’s existing credit
facility.  All leases, contracts and
agreements to which any of the Issuer or the Subsidiaries is a party or by
which any of them is bound are valid and enforceable against each of the Issuer
or such Subsidiary, as the case may be, and to the knowledge of each of the
Issuer, the Guarantors and the Subordinated Guarantor, as the case may be, are
valid and enforceable against the other party or parties thereto and are in
full force and effect with only such exceptions as would not, individually or
in the aggregate, have a Material Adverse Effect, except, in each case, as such
enforceability may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium and other similar laws now or hereinafter in effect
relating to or affecting creditors’ rights generally and (ii) general
principles of equity and the discretion of the court before which any
proceeding therefor may be brought.  The
Issuer and the Subsidiaries own or possess adequate licenses or other rights to
use all patents, trademarks, service marks, trade names, copyrights and know-how
necessary to conduct the businesses now or proposed to be operated by them as
described in the Final Memorandum, except where the failure to own, possess or
have the right to use would not have a Material Adverse Effect, and none of the
Issuer or any of the Subsidiaries has received any notice of infringement of or
conflict with (or knows of any such infringement of or conflict with) asserted
rights of others with respect to any patents, trademarks, service marks, trade
names, copyrights or know-how which, if such assertion of infringement or conflict
were sustained, would have a Material Adverse Effect.


 


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


 


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


 


For purposes
of this Agreement, “Environmental Laws” means the common law and all
applicable federal, provincial, state and local laws or regulations, codes,
orders, decrees, judgments or injunctions issued, promulgated, approved or
entered thereunder, relating to pollution or protection of public or employee
health and safety or the environment, including, without limitation, laws
relating to (i) emissions, discharges, releases or threatened releases of
hazardous materials into the environment (including, without limitation,
ambient air, surface water, ground water, land surface or subsurface strata), (ii) the
manufacture, processing, distribution, use, generation, treatment, storage,
disposal, transport or handling of hazardous materials, and (iii) underground
and above ground storage tanks and related piping, and emissions, discharges,
releases or threatened releases therefrom.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


11





















 


general advertising (as those terms are used in Regulation D under
the Act) in connection with the offering of the Securities or in any manner
involving a public offering within the meaning of Section 4(2) of the
Act.


 


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


 


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


 


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


 


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


 


3.             Purchase,
Sale and Delivery of the Securities. 
On the basis of the representations, warranties, agreements and
covenants herein contained and subject to the terms and conditions herein set
forth, the Issuer, the Guarantors and the Subordinated Guarantor agree to issue
and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase,
the Notes (including the related Guarantees and Subordinated Guarantee) at 97.750%
of their principal amount plus accrued interest from September 29, 2005.  One or more certificates in definitive form
for the Notes that the Initial Purchaser has agreed to purchase hereunder, and
in such denomination or denominations and registered in such name or names as
the Initial Purchaser requests upon notice to the Issuer at least 36 hours
prior to the Closing Date, shall be delivered by or on behalf of the Issuer to
the Initial Purchaser, against payment by or on behalf of the Initial Purchaser
of the purchase price therefor by wire transfer (same day funds)


 


12





















 


to such account or accounts as
the Issuer shall specify prior to the Closing Date, or by such means as the
parties hereto shall agree prior to the Closing Date.  Such delivery of and payment for the
Securities shall be made at the offices of Paul, Weiss, Rifkind, Wharton, &
Garrison LLP, 1285 Avenue of the Americas, New York, New York at 10:00 A.M.,
New York time, on September 29, 2005, or at such other place, time or date
as the Initial Purchaser, on the one hand, and the Issuer, on the other hand,
may agree upon, such time and date of delivery against payment being herein
referred to as the “Closing Date.” 
The Issuer will make such certificate or certificates for the Securities
available for checking and packaging by the Initial Purchaser at the offices of
Deutsche Bank Securities Inc. in New York, New York, or at such other place as
Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the
Closing Date.


 


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


 


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


 


(a)           None
of the Issuer, the Guarantors or the Subordinated Guarantor will amend or
supplement the Final Memorandum or make any amendment or supplement thereto of
which the Initial Purchaser shall not previously have been advised and
furnished a copy for a reasonable period of time prior to the proposed
amendment or supplement and as to which the Initial Purchaser shall not have
given its consent, which consent shall not unreasonably be withheld or
delayed.  The Issuer, the Guarantors and
the Subordinated Guarantor will promptly, upon the reasonable request of the
Initial Purchaser or counsel for the Initial Purchaser, make any amendments or
supplements to the Preliminary Memorandum or the Final Memorandum that may be
necessary or advisable in connection with the resale of the Securities by the Initial
Purchaser.


 


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


 


13





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


14





















 


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


 


6.             Expenses.  The Issuer agrees to pay all costs and
expenses incident to the performance of its obligations under this Agreement,
whether or not the transactions contemplated herein are consummated or this
Agreement is terminated pursuant to Section 11 hereof, including all costs
and expenses incident to (i) the printing of documents with respect to the
transactions contemplated hereby, including the Preliminary Memorandum and the
Final Memorandum and any amendment or supplement thereto, and any “Blue Sky”
memoranda, (ii) all arrangements relating to the delivery to the Initial
Purchaser of copies of the foregoing documents, (iii) the fees and
disbursements of the counsel, the accountants and any other experts or advisors
retained by the Issuer, (iv) preparation (including printing), issuance
and delivery to the Initial Purchaser of the Securities, (v) the
qualification of the Securities under state securities and “Blue Sky” laws,
including filing fees and reasonable fees and disbursements of counsel for the
Initial Purchaser relating thereto, (vi) expenses of the Issuer in
connection with any meetings with the Issuer and prospective investors in the
Securities, (vii) fees and expenses of the Trustee, including reasonable
fees and expenses of its counsel, (viii) all expenses and listing fees incurred
in connection with the application for quotation of the Securities on the
PORTAL Market and (ix) any fees charged by investment rating agencies for
the rating of the Securities.  If the
sale of the Securities provided for herein is not consummated because any
condition to the obligations of the Initial Purchaser set forth in Section 7
hereof is not satisfied, because this Agreement is terminated or because of any
failure, refusal or inability on the part of the Issuer, the Guarantors or the
Subordinated Guarantor to perform all obligations and satisfy all conditions on
their part to be performed or satisfied hereunder (other than solely by reason
of a default by the Initial Purchaser of its obligations hereunder after all
conditions hereunder have been satisfied in accordance herewith), the Issuer
agrees to promptly reimburse the Initial Purchaser upon demand for all
reasonable out-of-pocket expenses (including reasonable fees, disbursements and
charges of Cahill Gordon & Reindel LLP, counsel for the Initial Purchaser)
that shall have been incurred by the Initial Purchaser in connection with the
proposed purchase and sale of the Securities.


 


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


 


(a)           On
the Closing Date, the Initial Purchaser shall have received the opinions, dated
as of the Closing Date and addressed to the Initial Purchaser, of (i) Paul,
Weiss, Rifkind, Wharton & Garrison LLP, (ii) Whiteford, Taylor &
Preston L.L.P.,


 


15





















 


(iii) Hillis, Clark, Martin & Peterson P.S., (iv) Blackwell,
Sanders, Peper, Martin LLP, (v) Stites & Harbison PLLC, (vi) Davies Ward Phillips & Vineberg LLP
and (vii) John Ross, the General Counsel of the Issuer, in each case in
form and substance reasonably satisfactory to counsel for the Initial Purchaser.


 


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


 


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


 


(b)           On
the Closing Date, the Initial Purchaser shall have received the opinion, in
form and substance reasonably satisfactory to the Initial Purchaser, dated as
of the Closing Date and addressed to the Initial Purchaser, of Cahill Gordon &
Reindel LLP, counsel for the Initial Purchaser, with respect to certain legal
matters relating to this Agreement and such other related matters as the
Initial Purchaser may reasonably


 


16





















 


require.  In rendering such
opinion, Cahill Gordon & Reindel LLP shall have received and may rely
upon such certificates and other documents and information as it may reasonably
request to pass upon such matters.


 


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


 


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


 


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


 


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


 


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


 


(i)            The
representations and warranties of the Issuer, the Guarantors and the
Subordinated Guarantor contained in this Agreement are true and correct


 


17





















 


in all material respects on and as of the date hereof and on and as of
the Closing Date, and the Issuer, the Guarantors and the Subordinated Guarantor
have performed in all material respects all covenants and agreements and
satisfied all conditions in all material respects on their part to be performed
or satisfied hereunder at or prior to the Closing Date;


 


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


 


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


 


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


 


(i)            The
closing of the sale by the Issuer of Notes in aggregate principal amount of $308,000,000
pursuant to the First Purchase Agreement dated as of the date hereof among the
Issuer, the Guarantors, the Subordinated Guarantor, the Initial Purchaser and
the other initial purchasers named therein shall have occurred.


 


(j)            The
IPO shall have been consummated.


 


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


 


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


 


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


 


18





















 


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


 


(b)           The
IPO shall have been consummated.


 


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


 


8.             Offering
of Securities; Restrictions on Transfer. 
(a)  The Initial Purchaser represents and warrants (as to
itself only) that it is a “qualified institutional buyer” within the meaning of
Rule 144A (a “QIB”).  The
Initial Purchaser agrees with the Issuer that (i) it and each of its
affiliates has not and will not solicit offers for, or offer or sell, the Securities
by any form of general solicitation or general advertising (as those terms are
used in Regulation D under the Act) or in any manner involving a public
offering within the meaning of Section 4(2) of the Act; and (ii) it
and each of its affiliates has and will solicit offers for the Securities only
from, and will offer the Securities only to (A) in the case of offers
inside the United States, persons whom the Initial Purchaser reasonably
believes to be QIBs or, if any such person is buying for one or more
institutional accounts for which such person is acting as fiduciary or agent,
only when such person has represented to the Initial Purchaser that each such
account is a QIB, to whom notice has been given that such sale or delivery is
being made in reliance on Rule 144A, and, in each case, in transactions
under Rule 144A and (B) in the case of offers outside the United
States, to persons other than U.S. persons (“foreign purchasers,” which
term shall include dealers or other professional fiduciaries in the United
States acting on a discretionary basis for foreign beneficial owners (other
than an estate or trust)); provided, however, that, in the case
of this clause (B), in purchasing such Securities such persons are deemed to
have represented and agreed as provided under the caption “Transfer
Restrictions” contained in the Final Memorandum (or, if the Final Memorandum is
not in existence, in the most recent Memorandum).


 


(b)           The
Initial Purchaser represents and warrants with respect to offers and sales of
securities by them outside the United States that (i) it and each of its
affiliates has complied and will comply with all applicable laws and
regulations in each jurisdiction in which it acquires, offers, sells or
delivers Securities or has in its possession or distributes any Memorandum or
any such other material, in all cases at its own expense; (ii) the
Securities have not been and will not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons except in
accordance with Regulation S under the Act or pursuant


 


19





















 


to an exemption from the registration
requirements of the Act; (iii) it and each of its affiliates has offered
the Securities and will offer and sell the Securities (A) as part of its
distribution at any time and (B) otherwise until 40 days after the later
of the commencement of the offering and the Closing Date, only in accordance
with Rule 903 of Regulation S and, accordingly, neither the Initial
Purchaser nor any persons acting on its behalf have engaged or will engage in
any directed selling efforts (within the meaning of Regulation S) with
respect to the Securities, and any such persons have complied and will comply
with the offering restrictions requirement of Regulation S; and (iv) it
agrees that, at or prior to confirmation of sales of the Securities, it will
have sent to each distributor, dealer or person receiving a selling concession,
fee or other remuneration that purchases Securities from it during the
restricted period a confirmation or notice to substantially the following
effect:


 


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


 


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


 


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


 


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


 


(i)            any
untrue statement or alleged untrue statement of any material fact contained in any
Memorandum or any amendment or supplement thereto or any application or other
document, or any amendment or supplement thereto, executed by the Issuer or
based upon written information furnished by or on behalf of the Issuer, the
Guarantors or the Subordinated Guarantor filed in any jurisdiction in order to
qualify


 


20





















 


the Securities under the securities or “Blue Sky” laws thereof or filed
with any securities association or securities exchange (each an “Application”);
or


 


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


 


and will
reimburse, as incurred, the Initial Purchaser, each such affiliate and each
such controlling person for any reasonable legal or other reasonable expenses
incurred by the Initial Purchaser, such affiliate or such controlling person in
connection with investigating, defending against or appearing as a third-party
witness in connection with any such loss, claim, damage, liability or action; provided,
however, that the Issuer, the Guarantors and the Subordinated Guarantor
will not be liable (i) in any such case to the extent that any such loss,
claim, damage, or liability arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in any Memorandum
or any amendment or supplement thereto or any Application in reliance upon and
in conformity with written information concerning the Initial Purchaser
furnished to the Issuer by the Initial Purchaser specifically for use therein
or (ii) with respect to the Preliminary Memorandum, to the extent that any
such loss, claim, damage or liability arises solely from the fact that the
Initial Purchaser sold Securities to a person to whom there was not sent or
given, on or prior to the written confirmation of such sale, a copy of the
Final Memorandum, as amended and supplemented, if the Issuer shall have
previously furnished copies thereof to the Initial Purchaser in accordance with
this Agreement and the Final Memorandum, as amended and supplemented, would
have corrected any such untrue statement or omission.  This indemnity agreement will be in addition
to any liability that the Issuer, the Guarantors and the Subordinated Guarantor
may otherwise have to the indemnified parties. 
The Issuer, the Guarantors and the Subordinated Guarantor shall not be
liable under this Section 9 for any settlement of any claim or action
effected without their prior written consent, which shall not be unreasonably
withheld or delayed.


 


(b)           The
Initial Purchaser agrees to indemnify and hold harmless the Issuer, the
Guarantors and the Subordinated Guarantor, their respective directors, officers
and each person, if any, who controls the Issuer, the Guarantors and the Subordinated
Guarantor within the meaning of Section 15 of the Act or Section 20
of the Exchange Act against any losses, claims, damages or liabilities to which
the Issuer, the Guarantors or the Subordinated Guarantor or any such director,
officer or controlling person may become subject under the Act, the Exchange
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in any
Memorandum or any amendment or supplement thereto or any Application, or (ii) the
omission or the alleged omission to state therein a material fact required to
be stated in any Memorandum or any amendment or supplement


 


21





















 


thereto or any
Application, or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information concerning the Initial Purchaser, furnished
to the Issuer by the Initial Purchaser specifically for use therein; and
subject to the limitation set forth immediately preceding this clause, will
reimburse, as incurred, any reasonable legal or other expenses incurred by the
Issuer, the Guarantors or the Subordinated Guarantor or any such director,
officer or controlling person in connection with investigating or defending
against or appearing as a third party witness in connection with any such loss,
claim, damage, liability or action in respect thereof.  This indemnity agreement will be in addition
to any liability that the Initial Purchaser may otherwise have to the indemnified
parties.  The Initial Purchaser shall not
be liable under this Section 9 for any settlement of any claim or action
effected without their consent, which shall not be unreasonably withheld or
delayed.


 


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


 


(c)           Promptly
after receipt by an indemnified party under this Section 9 of notice of
the commencement of any action for which such indemnified party is entitled to
indemnification under this Section 9, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
this Section 9, notify the indemnifying party of the commencement thereof
in writing; but the omission to so notify the indemnifying party (i) will
not relieve the indemnifying party from any liability under paragraph (a) or
(b) above unless and to the extent such failure results in the forfeiture
by the indemnifying party of substantial rights and defenses and (ii) will
not, in any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraphs (a) and (b) above. 
In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party; provided, however, that if (i) the use of counsel
chosen by the indemnifying party to represent the indemnified party would
present such counsel with a conflict of interest, (ii) the defendants in
any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have been advised


 


22





















 


by counsel
that there may be one or more legal defenses available to it and/or other
indemnified parties that are different from or additional to those available to
the indemnifying party, or (iii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after receipt by the
indemnifying party of notice of the institution of such action, then, in each
such case, the indemnifying party shall not have the right to direct the
defense of such action on behalf of such indemnified party or parties and such indemnified
party or parties shall have the right to select separate counsel to defend such
action on behalf of such indemnified party or parties.  After notice from the indemnifying party to
such indemnified party of its election so to assume the defense thereof and
approval by such indemnified party of counsel appointed to defend such action,
the indemnifying party will not be liable to such indemnified party under this Section 9
for any legal or other expenses, other than reasonable costs of investigation,
subsequently incurred by such indemnified party in connection with the defense
thereof, unless (i) the indemnified party shall have employed separate
counsel in accordance with the proviso to the immediately preceding sentence
(it being understood, however, that in connection with such action the
indemnifying party shall not be liable for the reasonable expenses of more than
one separate counsel (in addition to local counsel) in any one action or
separate but substantially similar actions in the same jurisdiction arising out
of the same general allegations or circumstances, designated by the Initial Purchaser
in the case of paragraph (a) of this Section 9 or the Issuer in the
case of paragraph (b) of this Section 9, representing the indemnified
parties under such paragraph (a) or paragraph (b), as the case
may be, who are parties to such action or actions) or (ii) the
indemnifying party has authorized in writing the employment of counsel for the
indemnified party at the expense of the indemnifying party.  After such notice from the indemnifying party
to such indemnified party, the indemnifying party will not be liable for the
costs and expenses of any settlement of such action effected by such
indemnified party without the prior written consent of the indemnifying party
(which consent shall not be unreasonably withheld), unless such indemnified
party waived in writing its rights under this Section 9, in which case the
indemnified party may effect such a settlement without such consent.


 


(d)           In
circumstances in which the indemnity agreement provided for in the preceding
paragraphs of this Section 9 is unavailable to, or insufficient to hold
harmless, an indemnified party in respect of any losses, claims, damages or
liabilities (or actions in respect thereof), each indemnifying party, in order
to provide for just and equitable contribution, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect (i) the relative benefits received by the
indemnifying party or parties on the one hand and the indemnified party on the
other from the offering of the Securities or (ii) if the allocation
provided by the foregoing clause (i) is not permitted by applicable
law, not only such relative benefits but also the relative fault of the
indemnifying party or parties on the one hand and the indemnified party on the
other in connection with the statements or omissions or alleged statements or
omissions that resulted in such losses, claims, damages or liabilities (or


 


23





















 


actions in
respect thereof).  The relative benefits
received by the Issuer, the Guarantors and the Subordinated Guarantor on the
one hand and the Initial Purchaser on the other shall be deemed to be in the
same proportion as the total proceeds from the offering (before deducting
expenses) received by the Issuer bear to the total discounts and commissions
received by the Initial Purchaser.  The
relative fault of the parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to information
supplied by the Issuer, the Guarantors and the Subordinated Guarantor on the
one hand, or the Initial Purchaser on the other, the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission or alleged statement or omission, and any other equitable
considerations appropriate in the circumstances.  The Issuer, the Guarantors, the Subordinated
Guarantor and the Initial Purchaser agree that it would not be equitable if the
amount of such contribution were determined by pro rata or per capita
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the first sentence of this paragraph (d).  Notwithstanding any other provision of this
paragraph (d), the Initial Purchaser shall not be obligated to make
contributions hereunder that in the aggregate exceed the total discounts, commissions
and other compensation received by the Initial Purchaser under this Agreement,
less the aggregate amount of any damages that the Initial Purchaser has
otherwise been required to pay by reason of the untrue or alleged untrue
statements or the omissions or alleged omissions to state a material fact, and
no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. 
For purposes of this paragraph (d) each affiliate of the Initial
Purchaser and each person, if any, who controls the Initial Purchaser within
the meaning of Section 15 of the Act or Section 20 of the Exchange
Act shall have the same rights to contribution as the Initial Purchaser, and
each director of the Issuer, the Guarantors or the Subordinated Guarantor, each
officer of the Issuer, the Guarantors or the Subordinated Guarantor and each
person, if any, who controls the Issuer, the Guarantors or the Subordinated
Guarantor within the meaning of Section 15 of the Act or Section 20
of the Exchange Act, shall have the same rights to contribution as the Issuer,
the Guarantors and the Subordinated Guarantor.


 


10.           Survival
Clause.  The representations,
warranties, agreements, covenants, indemnities and other statements of the
Issuer, the Guarantors and the Subordinated Guarantor, their officers and the
Initial Purchaser set forth in this Agreement or made by or on behalf of them
pursuant to this Agreement shall remain in full force and effect, regardless of
(i) any investigation made by or on behalf of the Issuer, the Guarantors
and the Subordinated Guarantor, any of their officers or directors, the Initial
Purchaser or any controlling person referred to in Section 9 hereof and (ii) delivery
of and payment for the Securities.  The
respective agreements, covenants, indemnities and other statements set forth in
Sections 6, 9 and 15 hereof shall remain in full force and effect,
regardless of any termination or cancellation of this Agreement.


 


24





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


25





















 


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


 


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


 


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


 


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


 


15.           APPLICABLE
LAW.  THE VALIDITY AND INTERPRETATION
OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE


 


26





















 


PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY PROVISIONS
THEREOF RELATING TO CONFLICTS OF LAW.


 


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


 


27





















 


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


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  WILLIAMS
  SCOTSMAN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   /s/ John B. Ross

  
	
   

  	
   

  	
  Name: John
  B. Ross

  
	
   

  	
   

  	
  Title:  Secretary
  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLIAMS
  SCOTSMAN OF CANADA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   /s/ John B. Ross

  
	
   

  	
   

  	
  Name: John
  B. Ross

  
	
   

  	
   

  	
  Title:  Secretary
  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLIAMS
  SCOTSMAN INTERNATIONAL,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   /s/ John B. Ross

  
	
   

  	
   

  	
  Name: John
  B. Ross

  
	
   

  	
   

  	
  Title:  General
  Counsel 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EVERGREEN
  MOBILE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   /s/ John B. Ross

  
	
   

  	
   

  	
  Name: John
  B. Ross

  
	
   

  	
   

  	
  Title:  Secretary
  

  



 





















 


	
   

  	
  SPACE MASTER
  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   /s/ John B. Ross

  
	
   

  	
   

  	
  Name: John
  B. Ross

  
	
   

  	
   

  	
  Title:   Secretary
  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRUCK &
  TRAILER SALES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   /s/ John B. Ross

  
	
   

  	
   

  	
  Name: John
  B. Ross

  
	
   

  	
   

  	
  Title:   Secretary
  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLSCOT
  EQUIPMENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   /s/ John B. Ross

  
	
   

  	
   

  	
  Name: John
  B. Ross

  
	
   

  	
   

  	
  Title:   Secretary
  

  



 





















 


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


 


 


DEUTSCHE BANK SECURITIES
INC.


 


 


	
  By:

  	
  Deutsche
  Bank Securities Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Noel
  Volpe

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Noel Volpe

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael
  Walsh

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Michael
  Walsh

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing
  Director