Exhibit 4.2


 


SUPPLEMENTAL INDENTURE


 


WILLIAM SCOTSMAN INTERNATIONAL, INC.


 


as Issuer


 


and


 


THE GUARANTORS PARTY HERETO


 


 



 


6.875% SENIOR SECURED NOTES DUE 2023


 


 



 


SUPPLEMENTAL INDENTURE


 


DATED AS OF JULY 1, 2020


 


 



 


DEUTSCHE BANK TRUST COMPANY AMERICAS


 


as Trustee and Collateral Agent


 






     


     


    

 


This SUPPLEMENTAL INDENTURE, dated as of
July 1, 2020, is by and among William Scotsman International, Inc. a Delaware corporation (the “Company”),
each of the parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”),
Deutsche Bank Trust Company Americas, as trustee (in such capacity and not in its individual capacity, the “Trustee”)
and Deutsche Bank Trust Company Americas, as collateral agent (in such capacity and not in its individual capacity, the “Collateral
Agent”).


 


RECITALS


 


WHEREAS,
the Company (as successor to Mason Finance Sub, Inc.), the Trustee and the Collateral
Agent entered into an Indenture, dated as of August 6, 2018 (as amended, amended and restated, supplemented or otherwise modified
from time to time, the “Indenture”), pursuant to which the Company initially issued $300,000,000 in principal
amount of 6.875% Senior Secured Notes due 2023 (the “Notes”).


 


WHEREAS, Section 9.1(9) of the
Indenture provides that the Company, the Guarantors, the Trustee and the Collateral Agent may supplement the Indenture in order
to add Guarantors pursuant to Sections 4.17 and 11.8 thereof, without the consent of the Holders; and


 


WHEREAS, all acts and procedures prescribed
by the Indenture to make this Supplemental Indenture a legally valid and binding instrument on the Company, the Guarantors, the
Trustee and the Collateral Agent, in accordance with its terms, have been duly done and performed;


 


NOW, THEREFORE, in compliance with the
provisions of the Indenture and in consideration of the above premises, the Company, the Guarantors, the Trustee and the Collateral
Agent covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:


 


This Supplemental Indenture
is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and
as part of, the Indenture for any and all purposes.


 


This Supplemental Indenture
shall become effective immediately upon its execution and delivery by each of the Company, the Guarantors, the Trustee and the
Collateral Agent.


 


From this date, by
executing this Supplemental Indenture, the Guarantors whose signatures appear below are subject to the provisions of the Indenture
to the extent applicable.


 


Except as specifically
modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in
full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same
respective meanings ascribed to them as in the Indenture.


 


Except as otherwise
expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the
Trustee or the Collateral Agent by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted
by the Trustee and the Collateral Agent subject to all the terms and conditions set forth in the Indenture with the same force
and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee and the Collateral
Agent with respect hereto.


 






    1


     


    

 


No past, present or
future director, officer, employee, incorporator, stockholder, partner, member or joint venturer of the Company or any Guarantor,
as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration
for issuance of the Notes.


 


NEW YORK LAW TO GOVERN.
THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.


 


The parties may sign
any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together
shall represent the same agreement. Delivery of an executed counterpart of a signature page to this Supplemental Indenture
by telecopier, facsimile or other electronic transmission (i.e. “pdf” or “tif”) shall be effective as delivery
of a manually executed counterpart thereof.


 


[SIGNATURE PAGE FOLLOWS]


 






    2


     


    

 


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


 


	 	A BETTER MOBILE STORAGE COMPANY
	 	A ROYAL WOLF PORTABLE STORAGE, INC.
	 	GULF TANKS HOLDINGS, INC.
	 	MOBILE MINI DEALER, INC.
	 	MOBILE MINI FINANCE, LLC
	 	MOBILE MINI I, INC.
	 	MOBILE MINI TANK AND PUMP SOLUTIONS, INC.
	 	MOBILE MINI, INC.
	 	MOBILE MINI, LLC (a California limited liability company)
	 	MOBILE MINI, LLC (a Delaware limited liability company)
	 	MOBILE STORAGE GROUP, INC.
	 	MSG INVESTMENTS, INC.
	 	MSG MMI (TEXAS) L.P.
	 	TEMPORARY MOBILE STORAGE, INC.
	 	WATER MOVERS CONTRACTING, LLC
	 	WILLIAMS SCOTSMAN INTERNATIONAL, INC.




 


	 	By:	/s/ Christopher Miner
	 	 	Name:	 Christopher Miner
	 	 	Title:	Senior Vice President, General Counsel & Secretary





 


[Signature Page to Supplemental
Indenture (2018 SSN)]


 






    


     


    

 


	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, 
	 	as Trustee
	 
	 	By: 	/s/ Irina Golovashchuk
	 	 	Name: 	Irina Golovashchuk
	 	 	Title: 	Vice President
	 
	 	By: 	/s/ Debra A. Schwalb
	 	 	Name: 	Debra A. Schwalb
	 	 	Title: 	Vice President
	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, 
	 	as Collateral Agent
	 
	 	By:	 /s/ Irina Golovashchuk
	 	 	Name:	 Irina Golovashchuk
	 	 	Title: 	Vice President
	 
	 	By:	 /s/ Debra A. Schwalb
	 	 	Name: 	Debra A. Schwalb
	 	 	Title:	 Vice President


 


[Signature Page to Supplemental
Indenture (2018 SSN)]