Exhibit 10.5
Amendment No. 1 to
Management Stockholders’ and Optionholders’
Agreement
This Amendment No. 1 (this
“ Amendment ”) to the Management
Stockholders’ and Optionholders’ Agreement (the “
Agreement ”), is made as of September 23, 2005,
among Williams Scotsman International, Inc. (f/k/a Scotsman
Holdings, Inc.), a Delaware corporation (the “
Company ”), Cypress Merchant Banking Partners L.P., a
Delaware limited partnership (“ Cypress Onshore
”), Cypress Offshore Partners L.P., a Cayman Islands limited
partnership (“ Cypress Offshore ”), Scotsman
Partners, L.P., a Texas limited partnership (“ Scotsman
Partners ” and, together with Cypress Onshore and Cypress
Offshore, the “ Investor Group ”), and the
parties listed on the signature page hereto holding at least
51% of the aggregate Shares held by all Management Stockholders
(each of the Company, the Investor Group, and the Management
Stockholders as listed on the signature page hereto being a
“ Party ” and, collectively, the “
Parties ”). All capitalized terms used but not
defined herein shall have the meanings ascribed to such terms in
the Agreement.
WHEREAS, the Parties originally
entered into the Agreement on September 14, 1998.
WHEREAS, the Parties wish to amend
the Agreement in connection with an initial public offering of the
common stock of the Company.
NOW, THEREFORE, in consideration of
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereto hereby agree as
follows:
1.
Amendment to Section I.1(a). The following
sentence is hereby added to the end of Section I.1(a) of
the Agreement:
“The Transfer
restrictions in this Article I shall be terminated and shall
have no further force or effect as of the 180th day after the date
on which the underwriting agreement relating to an IPO (as defined
in Section I.2(c) hereof) is entered into.
2.
Amendment to Section I.2(c) . The second sentence
of Section I.2(c) of the Agreement is hereby amended and
restated to read as follows:
“Notwithstanding any
other provision contained in this Agreement, a Management
Stockholder may not Transfer any Shares (other than pursuant to
Section 2.1 hereof or to a Permitted Transferee pursuant to
Section 1.2(a) hereof) until the earlier to occur of
(i) 60 days after an IPO, or (ii) the day after the date
on which the Investor Group Holders shall have disposed of Shares
constituting more than 33-1/3% of the Original Shares (as defined
in Article VI) and, thereafter, the aggregate number of Shares
which a Management Stockholder may Transfer (other than pursuant to
Section 2.1 hereof or to a Permitted Transferee pursuant to
Section 1.2(a) hereof) in any 12 month period shall not
exceed 25% of the sum of the number of Shares (if any) acquired by
such Management Stockholder pursuant to the Subscription Agreement
between the Company and such Management Stockholder plus the total
number of Shares (if any) acquired by such
