Exhibit 4.1


 


WILLIAMS SCOTSMAN INTERNATIONAL, INC.


 


as Issuer


 


and


 


THE GUARANTORS PARTY HERETO


 





 



 


6.125% SENIOR SECURED NOTES DUE 2025


 





 



 


SUPPLEMENTAL INDENTURE


 


DATED AS OF JULY 1, 2020


 





 



 


DEUTSCHE BANK TRUST COMPANY AMERICAS


 


as Trustee and Collateral Agent


 






    1


     


    

 





This SUPPLEMENTAL INDENTURE, dated as
of July 1, 2020 is by Williams 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 Picasso Finance Sub, Inc.,
a Delaware corporation (the “Escrow Issuer”), the Trustee and the Collateral Agent entered into an Indenture,
dated as of June 15, 2020 (the “Indenture”), pursuant to which the Escrow Issuer initially issued $650,000,000
in principal amount of 6.125% Senior Secured Notes due 2025 (the “Notes”);


 


WHEREAS, Section 4.22 of the Indenture provides that following
satisfaction of the Escrow Conditions, the Escrow Issuer will merge with and into the Company, with the Company surviving, and
the Company and the Guarantors will execute a supplemental indenture to assume all of the Escrow Issuer’s obligations and
rights under the Indenture and the Guarantors will become Guarantors under the Indenture;


 


WHEREAS, on the date hereof, the Escrow
Issuer is merging with and into the Company, the Company being the surviving Person of such merger and the Escrow Issuer ceasing
to exist (the “Merger”);


 


WHEREAS, Section 9.1(2) of the Indenture
provides that the Trustee and the Collateral Agent may supplement the Indenture in order to evidence the succession of another
Person and the assumption by any such successor of the covenants and other obligations under the Indenture, 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:


 


		(1)	Effective upon consummation of the
                                         Merger, the Company, pursuant to Article 5 of the Indenture, hereby expressly assumes
                                         and agrees to pay, perform and/or discharge when due each and every debt, obligation,
                                         covenant and agreement incurred, made or to be paid, performed or discharged by Escrow
                                         Issuer under the Indenture and the Notes. The Company hereby agrees to be bound by all
                                         the terms, provisions and conditions of the Indenture and the Notes to which Escrow Issuer
                                         was theretofore bound, and, as the surviving entity, shall succeed to, and be substituted
                                         for, and may exercise every right and power of, Escrow Issuer under the Indenture and
                                         the Notes, and the Escrow Issuer is relieved of all of its obligations and duties under
                                         the Indenture and the Notes.



 






    2


     


    

 





		(2)	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.



 


		(3)	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.



 


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



 


		(5)	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.



 


		(6)	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.



 


		(7)	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.



 


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



 


		(9)	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”, “docusign” or “tif”)
                                         shall be effective as delivery of a manually executed counterpart thereof.



 


[NEXT PAGE IS SIGNATURE PAGE]


 






    3


     


    

 




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


 


	 	WILLIAMS SCOTSMAN INTERNATIONAL, INC.




 


	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer



 


	 	Williams Scotsman HOLDINGS
    CORP.



 


	 	By:	/s/ Timothy D. Boswell    
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer


 


	 	Williams Scotsman, INC.



 


	 	By:	/s/ Timothy D. Boswell    
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer


 


	 	WillSCOT EQUIPMENT II, LLC



 


	 	By:	/s/ Timothy D. Boswell    
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer


 


	 	NEW ACTON MOBILE INDUSTRIES LLC



 


	 	By:	/s/ Timothy D. Boswell    
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer


 


	 	ONSITE SPACE LLC



 


	 	By:	/s/ Timothy D. Boswell    
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer


 






[Signature Page to
Supplemental Indenture]


 






    


     


    

 


	 	ACTON MOBILE HOLDINGS LLC



 


	 	By:	/s/ Timothy D. Boswell    
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer


 


	 	MODULAR SPACE, LLC



 


	 	By:	/s/ Timothy D. Boswell    
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer


 


	 	resun modspace, llc



 


	 	By:	/s/ Timothy D. Boswell    
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer


 


	 	resun chippewa, llc



 


	 	By:	/s/ Timothy D. Boswell    
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer









 


	 	modspace government financial
    services, llc



 


	 	By:	/s/ Timothy D. Boswell    
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer





 


	 	Mobile Mini, Inc.



 


	 	By:	/s/ Van Welch
	 	 	Name: Van Welch
	 	 	Title: Chief Financial Officer


 






    2


     


    

 


	 	Mobile Mini, Inc.



 


	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer






 


	 	Mobile Mini Dealer, Inc.



 


	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer






 


	 	Mobile
                                         Mini, LLC

                                                              (California)




 


	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer


 






	 	Mobile
                                         Mini, LLC

                                                              (Delaware)




 


	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer






 






	 	A
                                         Royal Wolf Portable Storage, Inc. 




 


	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer







 






	 	Temporary
                                         Mobile Storage, Inc.




 


	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer


 







    3


     


    

 






	 	Mobile
                                         Storage Group, Inc.




 


	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer


 






	 	MSG
                                         Investments, Inc.




 


	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer


 






	 	A
                                         Better Mobile Storage Company, Inc.




 


	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer


 






	 	Mobile
                                         Mini Finance, LLC




 


	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer


 






	 	MSA,
                                         MMI (Texas) L.P.




 


	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer


 






	 	Gulf
                                         Tanks Holdings, Inc.




 


	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer


 









    4


     


    

 






	 	Mobile
                                         Mini Tank and Pump Solutions, Inc.




 


	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer


 






	 	Water
                                         Movers Contracting, LLC




 


	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer


 






	 	TSS
                                         Storage, LLC




 


	 	By:	/s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: Chief Financial Officer


 








    5


     


    

 






	 	DEUTSCHE BANK TRUST COMPANY
                                         AMERICAS, 

                                         as Trustee




 


	 	By:	/s/ Irina Golovaschuk  
	 	 	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 Golovaschuk  
	 	 	Name: Irina Golovaschuk
	 	 	Title: Vice President


 






	 	By:	/s/ Debra A. Schwalb
	 	 	Name: Debra A. Schwalb
	 	 	Title: Vice President


 






    6