Exhibit 10.1


 


Execution
Version


 


THIRD AMENDMENT TO


THE ABL CREDIT AGREEMENT


 


This Third Amendment to the
ABL Credit Agreement (this “Amendment”) is dated as of December 16, 2021 and is entered into by and among Williams
Scotsman International, Inc., a Delaware corporation (the “Administrative Borrower”), the other Loan Parties party
hereto and Bank of America, N.A., as administrative agent and collateral agent for itself and the other Secured Parties (collectively,
in such capacities, the “Agent”).


 


RECITALS


 


WHEREAS, reference is
made to the ABL Credit Agreement, dated as of July 1, 2020 (as amended by the First Amendment to the ABL Credit Agreement, dated
as of December 2, 2020, by the LIBOR Transition Amendment, dated as of December 6, 2021 and as further amended, amended and
restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing ABL Credit Agreement”,
and as amended by this Amendment, the “Amended ABL Credit Agreement”), among the Borrowers, Holdings, the Lenders and
Fronting Banks party thereto from time to time and Bank of America, N.A. as Agent;


 


WHEREAS, the Loan Parties
desire to undergo a series of internal restructurings (the “Restructurings”), including the merger of the Administrative Borrower
with and into Williams Scotsman, Inc., with Williams Scotsman, Inc., as the survivor of such merger, assuming the Administrative
Borrower’s duties and obligations as Administrative Borrower for all purposes under the Loan Documents;


 


WHEREAS the Loan Parties
intend that this Amendment not be treated as a deemed exchange for purposes of Section 1001 of the United States Internal Revenue
Code of 1986, as amended; and


 


WHEREAS, the Borrowers
have asked the Required Lenders to amend the Existing ABL Credit Agreement as set forth herein, and the Agent (at the direction of and
on behalf of the Required Lenders) and the Loan Parties hereby agree to amend such provisions as described, and on the terms set forth,
herein.


 


NOW, THEREFORE,
in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


Section 1.               Defined
Terms. Capitalized terms used but not defined herein (including in the introductory paragraph
hereof and the recitals hereto) shall have the meanings assigned to such terms in the Existing ABL Credit Agreement.


 






    1


    


    

 


Section 2.               Amended
ABL Credit Agreement.


 


Subject to the occurrence of
the Third Amendment Effective Date, each of the Loan Parties and the Agent agree that the Existing ABL Credit Agreement is hereby amended
as follows:


 


(a)          The
first sentence in the preamble to the Existing ABL Credit Agreement is hereby amended by deleting the text “(in such capacity, “Administrative
Borrower”)” appearing therein and inserting the text “(as defined in Section 1 hereof)” in lieu thereof.


 


(b)          The
definition of “Administrative Borrower” in Section 1.1 of the Existing ABL Credit Agreement is hereby replaced in its
entirety as follows:


 


““Administrative Borrower”:
WS International and its permitted successors and assigns, including Williams Scotsman, Inc. and its permitted successors and assigns.”


 


(c)          Clause
(a) of Section 9.2.3 of the Existing ABL Credit Agreement is hereby replaced in its entirety as follows:


 


“(a) (i) any
Loan Party (other than the Unit Subsidiary) may be merged, amalgamated or consolidated with or into, or liquidated or dissolved into,
a Loan Party (other than the Unit Subsidiary) domiciled in the same Principal Jurisdiction, provided that (x) if a Borrower
is a party to such merger, amalgamation or consolidation, a Borrower shall be the surviving or continuing entity or the surviving or continuing
entity shall assume such Borrower’s obligations under the Loan Documents in a manner reasonably satisfactory to Agent and (y) if
the Administrative Borrower is a party to such merger, amalgamation or consolidation, the surviving or continuing entity shall assume
such Administrative Borrower’s obligations under the Loan Documents in a manner reasonably satisfactory to Agent; and (ii) any
Restricted Subsidiary may be merged into, or consolidated or amalgamated with, any other Restricted Subsidiary; provided that in
the case of clause (ii), if a Loan Party is a party to such merger, amalgamation or consolidation, such Loan Party shall be the
surviving or continuing entity of such merger, amalgamation or consolidation or the transaction shall be treated as resulting in an Investment
in a non-Loan Party that must be permitted hereunder;”


 


(d)          Clause
(a)(i) of Section 9.2.14 of the Existing ABL Credit Agreement is hereby amended by deleting the text “WS International”
in each occurrence appearing therein and inserting the text “the Administrative Borrower and Williams Scotsman México, S.
de R.L. de C.V.” in lieu thereof.


 


(e)          Clause
(a) of Section 9.2.14 of the Existing ABL Credit Agreement is hereby amended by replacing clause (viii) thereof with the
following new clauses (viii) and (ix) as follows:


 


“(viii) incurring
Indebtedness, or creating, assuming or suffering to exist Liens pursuant to clause (b) below and (ix) activities related to
the Transactions and activities incidental to any of the foregoing; and”


 






    2


    


    

 


(f)          Clause
(a)(viii) of Section 5.5.1 of the Existing ABL Credit Agreement is hereby amended by deleting the text “US Obligations”
appearing therein and inserting the text “US Secured Obligations” in lieu thereof.


 


Section 3.               Conditions
to Effectiveness of Amendment.


 


The effectiveness of this Amendment
is subject to:


 


(a)          the
Agent executing this Amendment and receiving a duly executed counterpart of this Amendment from Lenders constituting the Required Lenders
(except that Section 2(f) hereof shall become effective if this Amendment shall not have been objected to in writing by the
Required Lenders to the Agent within five (5) Business Days following receipt of notice hereof), the Administrative Borrower and
the other Loan Parties (such date being the “Third Amendment Effective Date”); and


 


(b)          all
reasonable out-of-pocket expenses required to be paid on the Third Amendment Effective Date pursuant to the Existing Credit Agreement,
to the extent invoiced at least two Business Days prior to the Third Amendment Effective Date (except as otherwise agreed to by the Borrowers)
having been paid prior to or substantially concurrently with the effectiveness of this Amendment.


 


Section 4.               Effect
on the Loan Documents.


 


(a)          As
of the Third Amendment Effective Date, each reference in the Existing ABL Credit Agreement to “this Agreement,” “hereunder,”
 “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the “Credit
Agreement” (including, without limitation, by means of words like “thereunder”, “thereof” and words of like
import), shall mean and be a reference to the Amended ABL Credit Agreement.


 


(b)          Except
as specifically amended herein, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified
and confirmed.


 


(c)          The
execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender, any
Fronting Bank or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents, except as
expressly contemplated hereby.


 


(d)          The
parties hereto acknowledge and agree that, on and after the Third Amendment Effective Date, this Amendment shall constitute a Loan Document
for all purposes of the Amended ABL Credit Agreement.


 


Section 5.               GOVERNING
LAW. THIS AMENDMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO
THIS AMENDMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.


 






    3


    


    

 


Section 6.               Miscellaneous.


 


(a) 
This Amendment is binding and enforceable as of the Third Amendment Effective Date against each party hereto, the Lenders, the
Fronting Banks and their respective successors and permitted assigns.


 


(b) 
Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof
or be taken into consideration in the interpretation hereof.


 


(c) 
Each of the parties hereto hereby agrees that Sections 13.6, 13.8, 13.14, 13.15 and 13.16 of
the Existing ABL Credit Agreement are incorporated by reference herein, mutatis mutandis, and shall have the same force and effect
with respect to this Amendment as if originally set forth herein.


 


[SIGNATURE PAGES FOLLOW]


 






    4


    


    

 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers or
representatives as of the day and year first above written.


 


	 	WILLIAMS SCOTSMAN INTERNATIONAL, INC.,
	 	as Administrative Borrower
	 	 	 
	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: President & Chief Financial Officer
	 	 	 
	 	WILLIAMS SCOTSMAN HOLDINGS CORP.,
	 	as Holdings and a US Guarantor
	 	 	 
	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: President & Chief Financial Officer
	 	 	 
	 	MOBILE MINI CANADA ULC
	 	WILLIAMS SCOTSMAN OF CANADA, INC.,
	 	as Canadian Borrowers and Canadian Guarantors
	 	 	 
	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: President & Chief Financial Officer




 


[Signature
Page to Third Amendment to the ABL Credit Agreement]


 






    


    


    

 


	 	ACTON MOBILE HOLDINGS, LLC
	 	MOBILE MINI, INC.
	 	MOBILE MINI, LLC (a Delaware limited liability company)
	 	MOBILE MINI, LLC (a California limited liability company)
	 	MOBILE MINI I, INC.
	 	MODULAR SPACE, LLC
	 	MODSPACE GOVERNMENT FINANCIAL SERVICES, LLC
	 	NEW ACTON MOBILE INDUSTRIES LLC
	 	ONSITE SPACE LLC
	 	RESUN MODSPACE, LLC
	 	WILLIAMS SCOTSMAN, INC.
	 	WILLSCOT EQUIPMENT II, LLC,
	 	as US Borrowers and US Guarantors
	 	 	 
	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: President & Chief Financial Officer
	 	 	 
	 	GULF TANKS HOLDINGS, INC.
	 	MOBILE MINI TANK AND PUMP SOLUTIONS, INC.
	 	RESUN CHIPPEWA, LLC
	 	WATER MOVERS CONTRACTING, LLC,
	 	as US Guarantors
	 	 	 
	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: President & Chief Financial Officer
	 	 	 
	 	RAVENSTOCK MSG LIMITED,
	 	as a UK Borrower and a UK Guarantor
	 	 	 
	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: President & Chief Financial Officer




 


[Signature
Page to Third Amendment to the ABL Credit Agreement]


 






    


    


    

 


	 	MOBILE MINI UK LIMITED,
	 	as a UK Borrower and a UK Guarantor
	 	 	 
	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: President & Chief Financial Officer
	 	 	 
	 	MOBILE MINI UK HOLDINGS LIMITED,
	 	as a UK Guarantor
	 	 	 
	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: President & Chief Financial Officer
	 	 	 
	 	RAVENSTOCK TAM (HIRE) LIMITED,
	 	as a UK Guarantor
	 	 	 
	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: President & Chief Financial Officer
	 	 	 
	 	MOBILE STORAGE (U.K.) LIMITED,
	 	as a UK Guarantor
	 	 	 
	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: President & Chief Financial Officer




 


[Signature
Page to Third Amendment to the ABL Credit Agreement]


 






    


    


    

 


	 	AGENT:
	 	 
	 	BANK OF AMERICA, N.A.,
	 	as Agent
	 	 	 
	 	By:	/s/ Gregory Kress
	 	 	Name: Gregory Kress
	 	 	Title: Senior Vice President




 


[Signature
Page to Third Amendment to the ABL Credit Agreement]


 






    


    


    

 


	 	LENDER:
	 	 
	 	BANK OF AMERICA, N.A., as a Lender
	 	 	 
	 	By:	/s/ Gregory Kress
	 	 	Name: Gregory Kress
	 	 	Title: Senior Vice President




 


[Signature
Page to Third Amendment to the ABL Credit Agreement]


 






    


    


    

 


	 	LENDER:
	 	 
	 	BMO Chicago, as a Lender
	 	 	 
	 	By:	/s/ Kara Goodwin
	 	 	Name: Kara Goodwin
	 	 	Title: Managing Director




 


[Signature
Page to Third Amendment to the ABL Credit Agreement]


 






    


    


    

 






	 	LENDER:
	 	 
	 	Citizens Bank, N.A., as a Lender
	 	 
	 	 
	 	By:	 /s/ Kyle Howard 
	 	 	Name: 	Kyle Howard
	 	 	Title:	 Officer



 


[Signature Page to Third Amendment to
the ABL Credit Agreement]


 






     


     


    

 


	 	LENDER:
	 	 
	 	Deutsche Bank AG New York Branch, as a Lender
	 	 
	 	 
	 	By: 	/s/ Jessica Lutrario 
	 	 	Name:	 Jessica Lutrario
	 	 	Title: 	Associate
	 	 
	 	By:	 /s/ Philip Tancorra 
	 	 	Name: 	Philip Tancorra
	 	 	Title: 	Vice President



 


[Signature Page to
Third Amendment to the ABL Credit Agreement]


 






     


     


    

 





	 	LENDER:
	 	 
	 	First Midwest Bank, as a Lender
	 	 
	 	 
	 	By: 	 /s/ Michael E. May
	 	 	Name:	 Michael E. May
	 	 	Title:	 Vice President


 


[Signature Page to
Third Amendment to the ABL Credit Agreement]


 






     


     


    

 


	 	LENDER:
	 	 
	 	GOLDMAN SACHS BANK USA, as a Lender
	 	 
	 	 
	 	By:
    	/s/
    Mahesh Mohan 
	 	 	Name: 	Mahesh Mohan
	 	 	Title: 	Authorized Signatory



 


[Signature Page to Third Amendment to the ABL Credit Agreement]


 






     


     


    

 


	 	LENDER:
	 	 
	 	ING CAPITAL LLC, as a Lender
	 	 
	 	 
	 	By: 	/s/ Jeffrey Chu 
	 	 	Name:	 Jeffrey Chu
	 	 	Title:	 Director
	 	 
	 	By: 	/s/ Michael Chen 
	 	 	Name: 	Michael Chen
	 	 	Title: 	Director



 


[Signature Page to Third Amendment to
the ABL Credit Agreement]


 






     


     


    

 


	 	LENDER:
	 	 
	 	JPMORGAN CHASE BANK, N.A., as a Lender
	 	 
	 	 
	 	By: 	/s/ Marshall J.
    Trenckmann 
	 	 	Name: 	Marshall J. Trenckmann
	 	 	Title: 	Managing Director



 


[Signature Page to Third Amendment to
the ABL Credit Agreement]



 






     


     


    

 


	 	LENDER:
	 	 
	 	MORGAN STANLEY SENIOR FUNDING, INC., as a Lender
	 	 
	 	 
	 	By:	 /s/ Jack Kuhns 
	 	 	Name: 	Jack Kuhns
	 	 	Title:	 Executive Director



 


[Signature Page to Third Amendment to the
ABL Credit Agreement]


 






     


     


    

 


	 	LENDER:
	 	 
	 	MUFG Union Bank, N.A., as a Lender
	 	 
	 	 
	 	By: 	/s/ Adrian Avalos 
	 	 	Name: 	Adrian Avalos
	 	 	Title:	 Director



 


[Signature Page to Third Amendment to the
ABL Credit Agreement]


 






     


     


    

 


	 	LENDER:
	 	 
	 	NYCB SPECIALTY FINANCE COMPANY, LLC, a wholly owned subsidiary of New York Community Bank, as a Lender
	 	 
	 	 
	 	By:	 /s/ Willard D. Dickerson, Jr. 
	 	 	Name: 	Willard D. Dickerson, Jr.
	 	 	Title:	 Senior Vice President



 


[Signature Page to Third Amendment to
the ABL Credit Agreement]



 






     


     


    

 


	 	LENDER:
	 	 
	 	Sumitomo Mitsui Banking Corporation, as a Lender
	 	 
	 	 
	 	By: 	/s/ Benjamin Gent 
	 	 	Name:	 Benjamin Gent
	 	 	Title: 	Executive Director



 


[Signature Page to Third Amendment to
the ABL Credit Agreement]