SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K





                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



        DATE OF REPORT (Date of earliest event reported): August 18, 2003



                             WILLIAMS SCOTSMAN, INC.
             (Exact name of Registrant as specified in its Charter)





                        Commission File Number: 033-68444






         Maryland                       033-68444               52-0665775
(State or other jurisdiction of   (Commission File Number)    (I.R.S. Employer
incorporation or organization)                               Identification No.)



8211 Town Center Drive                                             21236
Baltimore, Maryland                                              (Zip Code)
(Address of principal executive offices)



                                 (410) 931-6000
              (Registrant's telephone number, including area code)



                                      None
              (Former name, former address and former fiscal year -
                         if changed since last report)




<PAGE>





ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits

EXHIBIT NO.                       DESCRIPTION OF EXHIBIT
-----------------                 ---------------------------------------------
10.1                              Second Amendment to Credit Agreement dated
                                  March 26, 2002.



                                   SIGNATURES



     Pursuant to the requirements of the Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  Report to be signed on  its behalf  by the
undersigned thereunto duly authorized.


                                                    WILLIAMS SCOTSMAN, INC.



                                               By:  /s/ Gerard E. Holthaus
                                                    -------------------------
                                                    Gerard E. Holthaus
                                                    Chief Executive Officer

Dated: August 27, 2003


                                  EXHIBIT INDEX

Exhibit                           Description
-------                           ------------------------------------------
10.1                              Second Amendment to Credit Agreement dated
                                  March 26, 2002.




<PAGE>


                                                     Exhibit 10.1-Bank Amendment


                                SECOND AMENDMENT
                                ----------------


     SECOND  AMENDMENT (this  "Amendment"),  dated as of August 11, 2003,  among
SCOTSMAN HOLDINGS, INC., a Delaware corporation ("Holdings"), WILLIAMS SCOTSMAN,
INC., a Maryland  corporation  (the  "Borrower"),  the Lenders from time to time
party to the Credit Agreement  referred to below (the  "Lenders"),  and DEUTSCHE
BANK TRUST  COMPANY  AMERICAS  (formerly  known as BANKERS  TRUST  COMPANY),  as
Administrative  Agent.  All  capitalized  terms used  herein  and not  otherwise
defined  herein shall have the  respective  meanings  provided such terms in the
Credit Agreement referred to below.



                              W I T N E S S E T H:
                              - - - - - - - - - -


     WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties
to a Credit  Agreement,  dated as of March 26,  2002 (as  amended,  modified  or
supplemented   through,  but  not  including,   the  date  hereof,  the  "Credit
Agreement"); and

     WHEREAS, the parties hereto wish to amend the Credit Agreement on the terms
and subject to the conditions contained herein;

     NOW, THEREFORE, it is agreed:

I.   Amendments to Credit Agreement

     1. The  definition  of "Change of Control"  appearing in Section 1.1 of the
Credit  Agreement is hereby  amended by inserting the text ", the Senior Secured
Notes Documents"  immediately after the  parenthetical  "(or the certificates of
designation therefor)" appearing in clause (e) of said definition.

     2.  Section  1.1 of the  Credit  Agreement  is hereby  further  amended  by
inserting the following new definitions in the appropriate alphabetical order:

         Intercreditor  Agreement  shall  mean   the   Intercreditor  Agreement,
         dated as  of  August  18,  2003,  as  same  may  be  amended,  modified
         or supplemented from time to time in accordance with the terms thereof.

         Second   Amendment  Effective   Date    shall    have    the    meaning
         provided in the Second Amendment to this Agreement, dated as  of August
         11, 2003.

         Senior  Secured  Notes  Documents   shall   mean  the   Senior  Secured
         Notes, the Senior  Secured Notes  Indenture  and  all  other  documents
         executed and delivered with respect to the Senior Secured Notes or  the
         Senior Secured Notes Indenture,  in each  case,  as  the  same  may  be
         amended, modified or supplemented from time to time in accordance  with
         the terms hereof and thereof.

         Senior  Secured   Notes  Indenture   shall  mean  the  indenture, dated
         as of August 18, 2003, among  the  Borrower,  each  Subsidiary  of  the



<PAGE>


         Borrower and U.S. Bank National Association, as trustee thereunder,  as
         the same may be amended, modified or supplemented from time to time  in
         accordance with the terms hereof and thereof.

         Senior Secured Notes shall mean the Borrower's senior  secured
         notes due 2008, issued pursuant to the Senior Secured Notes  Indenture,
         and all  Senior  Secured  Notes  issued  upon  the  exchange  offer  as
         contemplated in the Senior Secured Notes Indenture, as in effect on the
         Second Amendment Effective Date, as the same may be  amended,  modified
         or supplemented from time to time in accordance with  the terms  hereof
         and thereof.

         Senior  Unsecured  Notes  Borrowing  Base  shall   have   the   meaning
         given to such term in Section 2.2(a).

     3. Section 2.2(a) of the Credit Agreement is hereby amended by (I) deleting
the word "lesser" appearing in the introductory  clause of the first sentence of
said Section and inserting  the word "least" in lieu thereof,  (II) deleting the
period  appearing at the end of clause (ii)(E) of said Section and inserting the
text "; or" in lieu  thereof,  (III)  inserting  the  following new clause (iii)
immediately after clause (ii) of said Section:

         "(iii)   the amount then equal to:

         (A)  (i)  75%  of   the  net  book value  of  Eligible  Rental
         Equipment of the Borrower and its Restricted Subsidiaries  (as
         defined in the Senior Unsecured Notes Indenture) and (ii)  85%
         of the book value of the Eligible Accounts Receivable  of  the
         Borrower and its Restricted Subsidiaries (as  defined  in  the
         Senior Unsecured Notes Indenture) less (x) the amount  of  net
         proceeds  which  have  been  received  in  connection  with  a
         Permitted Units Financing (as defined in the Senior  Unsecured
         Notes Indenture) permitted under clause (b)(13)(i) of  Section
         4.09 of the Senior Unsecured Notes  Indenture  (provided  that
         such  reduction  shall   apply  only  to  the  extent  of  any
         outstanding balance on such financing and for so long as  such
         Permitted Units Financing is in effect) and (y) the amount  of
         any outstanding Attributable Debt (as  defined  in  the Senior
         Unsecured Notes Indenture) incurred  under  clause (b)(12)  of
         Section 4.09 of the Senior Unsecured Notes Indenture (with all
         determinations of the amount specified above  in  this  clause
         (A) to be made in accordance  with  the  requirements  of  the
         Senior Unsecured Notes Indenture), minus

         (B) the  aggregate   principal   amount  of   Term  Loans then
         outstanding, minus


         (C) the  aggregate  principal  amount  of Senior Secured Notes
         then outstanding.",

and (IV) inserting the following sentence immediately after the last sentence of
said Section:

         "The  amount  calculated  in  accordance  with  clause(iii)  above   is
         hereinafter   referred   to    as    the   "Senior   Unsecured    Notes
         Borrowing Base"."


                                       2
<PAGE>


     4. Section  2.3(c) of the Credit  Agreement is hereby,  amended by deleting
the text "2.2(a)" appearing in clause (i) of said Section and inserting the text
"2.2(a)(ii)" in lieu thereof.

     5. Section 2.5(d) of the Credit Agreement is hereby amended by (i) deleting
the word  "lesser"  appearing  in the  introductory  clause of said  Section and
inserting  the word "least" in lieu thereof and (ii)  inserting the words ", the
Senior Unsecured Notes Borrowing Base then in effect" immediately  following the
words "the Borrowing Base then in effect"  appearing in the introductory  clause
of said Section.

     6. Section  2.5(i) of the Credit  Agreement is hereby amended by adding the
following new sentence at the end thereof:

         "Without  limiting  the   foregoing   provisions   of    this   Section
         2.5(i), on each date on which Holdings, the Borrower or  any  of  their
         respective Subsidiaries receives any cash proceeds from the issuance or
         incurrence of any Senior Secured Notes (other than any  exchange  notes
         issued pursuant to the Senior Secured Notes Indenture), an amount equal
         to 100% of the Net Debt Proceeds therefrom shall  be  applied  on  such
         date  to  repay   outstanding   Term  Loans   in  accordance  with  the
         requirements of Sections 2.5(g)(iii).".

     7. Section 3.1(a) of the Credit Agreement is hereby amended by (I) deleting
the word  "lesser"  appearing in clause (ii) of said Section and  inserting  the
word "least" in lieu thereof,  (II) deleting the word "and" appearing at the end
of sub-clause  (ii)(A) of said Section and inserting a comma in lieu thereof and
(III) inserting the following new clause (C) at the end of said Section:

         "and (C) the Senior Unsecured Notes Borrowing  Base  then  in  effect."

     8. Section 6.3 of the Credit  Agreement is hereby  amended by inserting the
text "or the Senior Secured Notes  Indenture" at the end of the last sentence of
said Section.

     9. Section  6.24(a) of the Credit  Agreement is hereby amended by inserting
the text "or the  Senior  Secured  Notes"  immediately  after  the text  "Senior
Unsecured Notes" appearing therein.

     10. Section  6.24(b) of the Credit  Agreement is hereby amended by deleting
the text "Senior Unsecured Notes Indenture"  appearing therein and inserting the
text "each of the Senior  Unsecured Notes Indenture and the Senior Secured Notes
Indenture" in lieu thereof.

     11. Section 6 of the Credit  Agreement is hereby  amended  by inserting the
following new section 6.31 at the end of said Section:

         "6.31 Intercreditor Agreement. The intercreditor  provisions  contained
         in the Intercreditor Agreement are enforceable against the  holders  of
         the Senior Secured Notes and all Obligations hereunder are  within  the
         definition of "First Lien Obligations" included  in  such provisions.".


                                       3
<PAGE>


     12.  Section  7.17(a)  of the  Credit  Agreement  is hereby  amended by (I)
deleting the word "and"  appearing  at the end of clause  (viii) of said Section
and inserting a comma in lieu thereof,  (II) inserting the text "and  succeeding
clause (x)" immediately  after the text "(vii) and (viii)" in each instance same
appears in clause (ix) of said Section and (III)  inserting  the  following  new
clause (x) at the end of said Section:

         "and (x)   on   the   date  of  each  such  Permitted  Acquisition  the
         Consolidated    Leverage   Ratio    (calculated    both     immediately
         before  and  immediately  after  giving  effect   to   such   Permitted
         Acquisition   (and    the   incurrence   of    any   Indebtedness    in
         connection   therewith),   with   all   calculations   of  Consolidated
         Leverage  Ratio  made  pursuant  to  this  clause   (x)   after  giving
         effect   to   the     respective   Permitted   Acquisition   (and   the
         incurrence   of any   Indebtedness in   connection   therewith)  to  be
         made  on  a  pro  forma  basis  in  the  manner  described in preceding
         clause (iii)) is less than 6.50:1.00.".

     13.  Section 8.3 of the Credit  Agreement is hereby amended by (i) deleting
the text "clauses (a) through (k) above" appearing in clause (l) of said Section
and inserting  the text  "clauses (a) through (l) above" in lieu  thereof,  (ii)
deleting  the word  "and"  appearing  at the end of clause  (k)  thereof,  (iii)
redesignating  clause  (l) of said  Section  as  clause  (m)  thereof  and  (iv)
inserting  the  following  new clause (l)  immediately  after clause (k) of said
Section:

         "(l)   Indebtedness  of   the   Credit   Parties   evidenced   by   the
         Senior Secured Notes and the other Senior Secured Notes Documents in an
         aggregate principal amount not to exceed $150,000,000 (less the  amount
         of  any  repayments  of  principal  thereof  made  after  the  issuance
         thereof), which Indebtedness may be secured by a second  priority  Lien
         on the Collateral, provided that (i) the Unit Subsidiary's guarantee of
         the Senior Secured Notes is subordinated to the  Obligations  on  terms
         substantially similar to the subordination  of  the  Unit  Subsidiary's
         guarantee of the Senior Unsecured Notes and (ii) 100% of the  Net  Debt
         Proceeds from the issuance thereof are applied as, and to  the  extent,
         required by the second sentence of Section 2.5(i); and".

     14.  Sections  8.09,  8.10  and 8.11 of the  Credit  Agreement  are  hereby
restated in their entirety as follows:

         "8.9  Consolidated   Leverage  Ratio.  The   Credit  Agreement  Parties
         will not permit the Consolidated Leverage Ratio at  any time  during  a
         period set forth below to be greater than the ratio set forth  opposite
         such period below:

                           Period                                      Ratio
                           ------                                      -----
                  From June 30, 2003 to but not including the
                  Second Amendment Effective Date                     5.80:1.00

                  From the Second Amendment Effective Date            6.60:1.00
                  through and including December 30, 2003

                                       4

<PAGE>

                  From December 31, 2003 through and including        6.75:1.00
                  September 29, 2004

                  From September 30, 2004 through and including       6.60:1.00
                  March 30, 2005

                  From March 31, 2005 through and including           6.50:1.00
                  September 29, 2005

                  From September 30, 2005 through and including       6.30:1.00
                  December 30, 2005

                  Thereafter                                          6.25:1.00

         8.10    Consolidated   Interest    Coverage    Ratio.     The    Credit
         Agreement Parties will not permit the  Consolidated  Interest  Coverage
         Ratio for (x) the Test Period ended on June 30, 2003 to  be  less  than
         2.00:1.00 and (y) any Test Period ended after June 30, 2003 to be  less
         than 1.70:1.00.

         8.11    Utilization.  The   Borrower will  not permit  the  Utilization
         for any period of 13 consecutive fiscal months ended on the last day of
         any fiscal quarter (calculated by taking the average of the Utilization
         for each of the 13 months in such period) ending (x) on June 30, 2003,
         to be less than 76%, (y) after June 30, 2003 and on or prior to
         December 31, 2004, to be less than 74% and (z) after December 31, 2004,
         to be less than 75%.".

     15. Section 8.13(i) of the Credit  Agreement is hereby amended by inserting
the text "or any Senior  Secured  Note"  immediately  after the text "any Senior
Unsecured Note" appearing in said Section.

     16.  Section  8.13(ii) of the Credit  Agreement  is hereby  restated in its
entirety as follows:

         "(ii) amend   or  modify,  or  permit  the  amendment  or  modification
         of, any provision of any Senior Unsecured Notes Document or  any Senior
         Secured Notes Document, except any amendment or modification  which  is
         not adverse to the Lenders in any  respect  (it  being  understood  and
         agreed that, with  respect  to  each  of  the  Senior  Unsecured  Notes
         Documents and the Senior Secured Notes Documents, in no event shall any
         amendment be permitted which relates to the Unit Subsidiary's  guaranty
         of the Senior Unsecured Notes or the Senior Secured Notes, as  the case
         may be, or the subordination provisions applicable thereto);".

     17. Section 8.15 of the Credit  Agreement is hereby amended by deleting the
text  "Sections  8.3(c),  (d) and (i)" appearing in clause (iii) of said Section
and inserting the text "Sections 8.3(c), (d), (i) and (l)" in lieu thereof.

                                       5
<PAGE>


     18. Section 8.20 of the Credit Agreement is hereby amended by (i) inserting
the text "or the Senior  Secured  Notes  Indenture"  immediately  after the text
"Senior  Unsecured Notes Indenture"  appearing in clauses (iii) and (iv) of said
Section.

     19. Section 9.1 of the Credit  Agreement is hereby amended by (i) inserting
the word "or" immediately after the semicolon at the end of clause (j) appearing
in said Section and (ii)  inserting  the  following  new clause (k)  immediately
after such clause (j):

         "(k)    Intercreditor  Agreement.  The  Intercreditor  Agreement or any
          material  provision   thereof  shall  cease  to  be  in full force and
          effect;".


     20. Section 11.7 of the Credit Agreement is hereby amended by (i) inserting
the  text  "(a)"  immediately  after  the  heading  "Confidentiality"  and  (ii)
inserting the following new clause (b) at the end of said Section:

         "(b)  None  of  the  Lenders  nor  the  Administrative  Agent   provide
         accounting, tax  or legal  advice.  Notwithstanding  anything  provided
         herein and any express or implied claims of exclusivity or  proprietary
         rights, each Credit Agreement Party, each Lender and the Administrative
         Agent hereby agree and acknowledge that each  Credit  Agreement  Party,
         each Lender and the Administrative Agent (and each of their  employees,
         representatives or other agents) are authorized to disclose to any  and
         all  Persons,   beginning   immediately  upon   commencement  of  their
         discussions with respect  to  the  transactions  contemplated  by  this
         Agreement and without limitation of any kind, the tax treatment and tax
         structure of the transactions contemplated by this Agreement,  and  all
         materials of any kind (including opinions or other  tax analyses)  that
         are provided to each  Credit  Agreement  Party,  each  Lender  and  the
         Administrative Agent relating to such tax treatment and tax  structure.
         In this regard,  each  Credit  Agreement  Party,  each  Lender and  the
         Administrative Agent acknowledge and agree that the disclosure  of  the
         tax treatment and tax structure of  the  transactions  contemplated  by
         this Agreement is not limited in  any  way  by an  express  or  implied
         understanding or agreement,  oral  or  written  (whether  or  not  such
         understanding or agreement is legally binding). For  purposes  of  this
         authorization, "tax" means  United  States  Federal  income  tax,  "tax
         treatment" means the purported or claimed Federal income tax  treatment
         of the transaction, and "tax structure"  means any  fact  that  may  be
         relevant to understanding the purported or claimed Federal  income  tax
         treatment of the transaction.  This  Section  11.7(b)  is  intended  to
         reflect the understanding of each Credit Agreement  Party,  each Lender
         and the Administrative Agent that no transaction contemplated  by  this
         Agreement is a "confidential transaction" as that  phrase  is  used  in
         Treasury Regulation ss. 1.6011-4(b)(3)(i), and shall be interpreted  in
         a manner consistent therewith. Nothing herein is intended to imply that
         any of the Credit Agreement Parties, the Lenders or the  Administrative
         Agent made or provided a statement, oral or written,  to,  or  for  the
         benefit of, any of each other as to the potential tax consequences that
         are related to, or may result from the  transactions  contemplated  by,
         this Agreement.".

II.      Miscellaneous

                                       6
<PAGE>


     1. The Lenders  hereby agree that (i)  Holdings,  the  Borrower,  the other
Credit Parties that are Subsidiary  Guarantors and the Collateral Agent shall be
permitted to (and are hereby authorized to) enter into amendments  (and/or amend
and  restate)  the  Collateral   Documents  and/or  enter  into  new  additional
Collateral  Documents,  in each case to provide for a second  priority  security
interest to be granted in favor of the trustee  under the Senior  Secured  Notes
Indenture  for its  benefit  and for the  benefit  of the  holders of the Senior
Secured Notes in the Collateral,  (ii) the Collateral Agent is hereby authorized
to enter into an intercreditor  agreement governing the rights of the respective
Classes (as defined in the Security Agreement) of Secured Creditors with respect
to the Collateral and the proceeds from any  disposition or realization  thereof
and (iii) the Collateral  Agent is hereby  authorized to execute and deliver any
additional documentation that may be necessary or desirable in the discretion of
the Collateral Agent in connection with the transactions contemplated hereby.

     2. Notwithstanding  anything to the contrary contained in Section 2.5(n) of
the Credit Agreement,  the Lenders hereby agree that in connection with any such
Lender's  exercise of its right to decline to receive its share of any mandatory
repayment made with Net Debt Proceeds from the issuance of Senior Secured Notes,
each such declining Lender shall provide the Administrative Agent written notice
at least five Business Days before the date such  repayment is actually  applied
to the outstanding Term Loans.

     3. This Amendment shall become  effective as of the date set forth above on
the date  (the  "Second  Amendment Effective  Date")  when:


         (i)  the  Borrower,  Holdings  and  the  Required  Lenders  shall  have
         signed  a   counterpart   hereof   (whether   the   same  or  different
         counterparts) and shall have delivered (including by way of telecopier)
         the same to the Administrative Agent;

         (ii)   the   Borrower   and   each  of   its  Subsidiaries  shall  have
         executed the Senior Secured Notes Indenture and shall have delivered to
         the Administrative Agent copies of each  of  the Senior  Secured  Notes
         Documents, and all of the terms and conditions of  the  Senior  Secured
         Notes Documents (including, without limitation,  covenants,  events  of
         default, remedies and mandatory redemptions) shall be  satisfactory  to
         the Administrative Agent;

         (iii)   the  Borrower  shall  have  issued  the  Senior  Secured  Notes
         (as defined in Section 2 of this Amendment) in an  aggregate  principal
         amount of $150,000,000 and shall have applied the Net Debt  Proceeds of
         such issuance as provided in Section I(6) of this Amendment;

         (iv)  the  Administrative  Agent  shall   have   received   from  Paul,
         Weiss, Rifkind, Wharton &  Garrison,  special  counsel  to  the  Credit
         Parties,  an   opinion  addressed  to  the  Administrative  Agent,  the
         Collateral Agent and each of the Lenders and dated the Second Amendment
         Effective Date, covering the matters incident to this Amendment and the
         transactions contemplated herein and otherwise in  form  and  substance
         reasonably satisfactory to the Administrative Agent;


                                       7
<PAGE>


         (v) the  Administrative  Agent  shall   have  received   an   officer's
         certificate signed by a  senior  officer  on  behalf  of  the  Borrower
         certifying (and providing supporting calculations in reasonable detail)
         that the aggregate principal amount of outstanding Loans and  principal
         amount of Senior Secured Notes (in each case on  the  Second  Amendment
         Effective Date after giving  effect  to  the  issuance  of  the  Senior
         Secured Notes) is permitted under Section 4.09 of the Senior  Unsecured
         Notes Indenture;

         (vi)  the   Borrower   shall   have  paid  (or  concurrently  with  the
         first  issuance  of  the  Senior  Secured Notes  shall   pay)  to   the
         Administrative Agent all fees, costs and expenses  (including,  without
         limitation, the reasonable legal fees and expenses of White & Case LLP)
         payable to the Administrative Agent to  the extent  then  invoiced  and
         due; and

         (vii)  the   Borrower  shall  have  paid  to  each  Lender  which shall
         have executed and delivered a counterpart hereof (including by  way  of
         facsimile transmission) to the Administrative Agent on or prior to 5:00
         P.M. (New York time) on August 11, 2003 (or, if  the  Required  Lenders
         had not executed this Amendment by such time and date,  on  the  Second
         Amendment Effective Date), an amendment fee equal to the product of (x)
         0.15% multiplied by (y) the sum of such Lender's outstanding Term Loans
         and Revolving Loan Commitment on such  date  (with  clause  (y)  to  be
         calculated  after  giving  effect  to  the  prepayment  of  Term  Loans
         contemplated in Section I(6) of this Amendment and  any  reductions  to
         the Total Revolving Credit Commitments  resulting  from  any Term  Loan
         Lender's election to decline to receive its share of such prepayment of
         Term Loan described above in accordance  with  Section  2.5(n)  of  the
         Credit Agreement (as modified by this Amendment)).

     4. In order to  induce  the  Lenders  to enter  into  this  Amendment,  the
Borrower hereby  represents and warrants that (x) no Default or Event of Default
exists on the Second  Amendment  Effective  Date,  both before and after  giving
effect to this  Amendment,  and (y) all of the  representations  and  warranties
contained in the Credit  Agreement  and in the other Credit  Documents  shall be
true and correct in all material  respects on the date  hereof,  both before and
after  giving  effect to this  Amendment,  with the same  effect as though  such
representations and warranties had been made on and as of such date.

     5. This  Amendment  is  limited as  specified  and shall not  constitute  a
modification,  acceptance  or  waiver  of any  other  provision  of  the  Credit
Agreement or any other Credit Document.

     6. This Amendment may be executed in any number of counterparts  and by the
different parties hereto on separate  counterparts,  each of which  counterparts
when  executed  and  delivered  shall be an  original,  but all of  which  shall
together constitute one and the same instrument.  A complete set of counterparts
shall be lodged with the Borrower and the Administrative Agent.

     7. THIS AMENDMENT AND THE RIGHTS AND  OBLIGATIONS OF THE PARTIES  HEREUNDER
SHALL BE  CONSTRUED IN  ACCORDANCE  WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.

                                       8
<PAGE>


     8. From and after the Second  Amendment  Effective  Date, all references in
the  Credit  Agreement  and each of the other  Credit  Documents  to the  Credit
Agreement  shall be deemed to be references to the Credit  Agreement as modified
hereby.

                                      * * *

<PAGE>



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


Address:
-------
8211 Town Center Drive                       SCOTSMAN HOLDINGS, INC.
Baltimore, Maryland  21236
Attention: John Ross
Telephone: (410) 931-6000                    By: /s/ John B. Ross
Facsimile:  (410) 931-6117                   Title: Secretary



                                             WILLIAMS SCOTSMAN, INC.


                                             By: /s/ Scott Becker
                                             Title: Vice President of Finance


                                             DEUTSCHE BANK TRUST
                                             COMPANY AMERICAS
                                             (formerly known as
                                             Bankers Trust
                                             Company),
                                             Individually and as
                                             Administrative Agent


                                             By: /s/ Mark E. Funk
                                             Title: Director


                                             AIMCO CLO SERIES 2001-A


                                             By: /s/ Jerry D. Zinkula
                                             Title: Managing Director

<PAGE>


                                             AIMCO CLO SERIES 2001-A


                                             By: /s/ Chris Goergen
                                             Title: Senior Portfolio Manager


                                             ALLSTATE LIFE INSURANCE COMPANY


                                             By: /s/ Chris Goergen
                                             Title: Senior Portfolio Manager

                                             ALLSTATE LIFE INSURANCE COMPANY


                                             By: /s/ Jerry D. Zinkula
                                             Title: Managing Director

                                             BANK OF AMERICA, N.A.


                                             By: /s/ Kevin W. Corcoran
                                             Title: Vice President

                                             BLACK DIAMOND CLO 1998-1, Ltd.


                                             By: /s/ Alan Corkish
                                             Title: Director

                                             BLACK DIAMOND CLO 2000-1, Ltd.


                                             By: /s/ Alan Corkish
                                             Title: Director

                                             BLACK DIAMOND INTERNATIONAL
                                             FUNDING, Ltd.


                                             By: /s/ Alan Corkish
                                             Title: Director

                                             BRANT POINT II CBO 2000-1 LTD.


                                             By: /s/ Timothy M. Barns
                                             Title: Senior Vice President
<PAGE>

                                             Sankaty Advisors, LLC as
                                             Collateral Manager


                                             CASTLE HILL I-INGOTS, Ltd.


                                             By: /s/ Timothy M. Barns
                                             Title: Senior Vice President
                                             Sankaty Advisors, LLC as
                                             Collateral Manager

                                             CASTLE HILL II-INGOTS, Ltd.


                                             By: /s/ Timothy M. Barns
                                             Title: Senior Vice President
                                             Sankaty Advisors, LLC as
                                             Collateral Manager

                                             CIBC INC.


                                             By: /s/ George Knight
                                             Title: Managing Director
                                             CIBC World Markets Corp. as Agent


                                             THE CIT GROUP/BUSINESS CREDIT, INC.


                                             By: /s/ Peter L. Skavla
                                             Title: Senior Vice President


                                             CONGRESS FINANCIAL CORPORATION,


                                             By: /s/ James K. O'Connell
                                             Title: Assistant Vice President

                                             CSAM Funding I


                                             By: /s/ Andrew Marshak
                                             Title: Authorized Signatory

                                             CSAM Funding II


                                             By: /s/ Andrew Marshak
                                             Title: Authorized Signatory

<PAGE>


                                             C-SQUARED CDO LTD.


                                             By: /s/ Richard F. Kurth
                                             Title: Senior Vice President
                                             TCW Advisors, Inc., as its
                                             Portfolio Manager


                                             FIRST DOMINION FUNDING I


                                             By: /s/ Andrew Marshak
                                             Title: Authorized Signatory

                                             FIRST DOMINION FUNDING II


                                             By: /s/ Andrew Marshak
                                             Title: Authorized Signatory


                                             FIRST DOMINION FUNDING III


                                             By: /s/ Andrew Marshak
                                             Title: Authorized Signatory

                                             FLAGSHIP CLO 2001-1


                                             By: /s/ Eric S. Meyer
                                             Title: Director
                                             Flagship Capital Management, Inc.

                                             FLAGSHIP CLO II


                                             By: /s/ Eric S. Meyer
                                             Title: Director
                                             Flagship Capital Management, Inc.

                                             FLEET CAPITAL CORPORATION


                                             By: /s/ Robert Anchundia
                                             Title: Vice President

<PAGE>


                                             GALLATIN FUNDING I Ltd.


                                             By: /s/ Jonathan Berg
                                             Title: Vice President
                                             Bear Stearns Asset Management Inc.
                                             as its Collateral Manager

                                             GALAXY CLO 1999-1, Ltd.


                                             By: /s/ Thomas G. Brandt
                                             Title: Vice President

                                             GMAC COMMERCIAL FINANCE LLC,
                                             successor by merger to GMAC
                                             Business Credit, LLC


                                             By: /s/ Robert F. McIntyre
                                             Title: Director

                                             GRAYSTON CLO 2000-01 Ltd.


                                             By: /s/ Jonathan Berg
                                             Title: Vice President
                                             Bear Stearns Asset Management Inc.
                                             as its Collateral Manager

                                             GREAT POINT CLO 1999-1 LTD.


                                             By: /s/ Timothy M. Barns
                                             Title: Senior Vice President
                                             Sankaty Advisors, LLC as Collateral
                                             Manager

                                             HARBOUR TOWN FUNDING LLC


                                             By: /s/ Diana M. Himes
                                             Title: Assistant Vice President

                                             JUPITER FUNDING TRUST


                                             By: /s/ Diana M. Himes
                                             Title: Authorized Agent

<PAGE>


                                             KATONAH I, LTD.


                                             By: /s/ Ralph Della Rocca
                                             Title: Authorized Officer
                                             Katonah Capital,
                                             LLC as Manager

                                             KATONAH II, LTD.


                                             By: /s/ Ralph Della Rocca
                                             Title: Authorized Officer
                                             Katonah Capital,
                                             LLC as Manager

                                             KATONAH III, LTD.


                                             By: /s/ Ralph Della Rocca
                                             Title: Authorized Officer
                                             Katonah Capital,
                                             LLC as Manager

                                             KATONAH IV,LTD.


                                             By: /s/ Ralph Della Rocca
                                             Title: Authorized Officer
                                             Katonah Capital, LLC as Manager


                                             KZH CNC LLC


                                             By: /s/ Hi Hua
                                             Title: Authorized Agent

                                             KZH SOLEIL LLC


                                             By: /s/ Hi Hua
                                             Title: Authorized Agent

                                             KZH SOLEIL-2 LLC


                                             By: /s/ Hi Hua
                                             Title: Authorized Agent

                                             KZH WATERSIDE LLC


                                             By: /s/ Hi Hua
                                             Title: Authorized Agent

<PAGE>


                                             LASALLE BANK NATIONAL ASSOCIATION


                                             By: /s/ John Mostofi
                                             Title: Senior Vice President

                                             MANUFACTURERS AND TRADERS
                                             TRUST COMPANY


                                             By: /s/ Roy S. Lewis
                                             Title: Vice President

                                             NATIONAL CITY COMMERICAL FINANCE


                                             By: /s/ Gregory A. Godec
                                             Title: Senior Vice President

                                             OAK HILL CREDIT PARTNERS I, LIMITED


                                             By: /s/ Scott D. Krase
                                             Title: Authorized Signatory
                                             Oak Hill CLO Management I, LLC as
                                             Investment Manager

                                             OAK HILL CREDIT PARTNERS II, LTD


                                             By: /s/ Scott D. Krase
                                             Title: Authorized Signatory
                                             Oak Hill CLO Management II, LLC as
                                             Investment Manager

                                             OAK HILL SECURITIES FUND, L.P.


                                             By: /s/ Scott D. Krase
                                             Title: Authorized Signatory
                                             Oak Hill Securities GenPar LP its
                                             General Partner
                                             Oak Hill Securities MGP, Inc., its
                                             General Partner


                                             OAK HILL SECURITIES FUND II, L.P.


                                             By: /s/ Dawn M. Dieter
                                             Title: Vice President

<PAGE>


                                             ORIX FINANCIAL SERVICES, INC.


                                             By: /s/ Scott D. Krase
                                             Title: Authorized Signatory
                                             Oak Hill Securities GenPar LP its
                                             General Partner
                                             Oak Hill Securities MGP Inc., its
                                             General Partner

                                             PEOPLE'S BANK


                                             By: /s/ David K. Sherrill
                                             Title: Vice President

                                             PNC BANK, NATIONAL ASSOCIATION


                                             By: /s/ Craig T. Sheetz
                                             Title: Vice President

                                             THE PROVIDENT BANK


                                             By: /s/ Mary Sue Wolfer
                                             Title: Credit Officer

                                             RACE POINT CLO, Ltd.


                                             By: /s/ Timothy M. Barns
                                             Title: Senior Vice President
                                             Sankaty Advisors, LLC as Collateral
                                             Manager

                                             RACE POINT II CLO, Ltd.


                                             By: /s/ Timothy M. Barns
                                             Title: Senior Vice President
                                             Sankaty Advisors, LLC as
                                             Collateral Manager

<PAGE>


                                             SANKATY HIGH YIELD PARTNERS III,
                                             L.P.


                                             By: /s/ Timothy M. Barns
                                             Title: Senior Vice President

                                             SEQUILS I, LTD.


                                             By: /s/ Richard F. Kurth
                                             Title: Senior Vice President
                                             TCW Advisors, Inc., as its
                                             Collateral Manager

                                             SEQUILS IV, LTD.


                                             By: /s/ Richard F. Kurth
                                             Title: Senior Vice President
                                             TCW Advisors, Inc., as its
                                             Collateral Manager

                                             SIEMENS FINANCIAL SERVICES, INC.


                                             By: /s/ John Frank Amodio
                                             Title: Vice President- Credit

                                             TORONTO DOMINION (NEW YORK), INC.


                                             By: /s/ Gwen Zirkle
                                             Title: Vice President

                                             TRANSAMERICA BUSINESS CAPITAL
                                             CORPORATION


                                             By: /s/ Richard T. Scala
                                             Title: SVP-Credit Director

                                             INNER HARBOR CBO 2001-1 LTD.


                                             By: /s/ Darrell Braman
                                             Title: Vice President
                                             T. Rowe Price Associates, Inc. as
                                             Collateral Manager

<PAGE>


                                             TRS 1 LLC


                                             By: /s/ Alice L. Wagner
                                             Title: Vice President

                                             WHITEHALL BUSINESS CREDIT
                                             CORPORATION


                                             By: /s/ Patrick M. Wallace
                                             Title: Senior Vice President

                                             WINGED FOOT FUNDING TRUST


                                             By: /s/ Diana M. Himes
                                             Title: Authorized Agent
[{"type": "8-K", "sequence": "1", "filename": "wsi_82703-8k.txt", "description": "WS 8K 2003 BANK AMENDMENT", "secsgml_size_bytes": 46887}]
{"company-data": {"conformed-name": "WILLIAMS SCOTSMAN INC", "cik": "0000869231", "assigned-sic": "7359", "irs-number": "520665775", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-68444", "film-number": "03868088"}, "business-address": {"street1": "8211 TOWN CTR DR", "city": "BALTIMORE", "state": "MD", "zip": "21236", "phone": "4109316000"}, "mail-address": {"street1": "8211 TOWN CENTER DR", "city": "BALTIMORE", "state": "MD", "zip": "21236"}, "former-company": {"former-conformed-name": "SCOTSMAN GROUP INC", "date-changed": "19930907"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (Date of earliest event reported): August 18, 2003

                             WILLIAMS SCOTSMAN, INC.
             (Exact name of Registrant as specified in its Charter)

                        Commission File Number: 033-68444

         Maryland                       033-68444               52-0665775
(State or other jurisdiction of   (Commission File Number)    (I.R.S. Employer
incorporation or organization)                               Identification No.)

8211 Town Center Drive                                             21236
Baltimore, Maryland                                              (Zip Code)
(Address of principal executive offices)

                                 (410) 931-6000
              (Registrant's telephone number, including area code)

                                      None
              (Former name, former address and former fiscal year -
                         if changed since last report)
ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits

EXHIBIT NO.                       DESCRIPTION OF EXHIBIT
-----------------                 ---------------------------------------------
10.1                              Second Amendment to Credit Agreement dated
                                  March 26, 2002.

                                   SIGNATURES

     Pursuant to the requirements of the Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  Report to be signed on  its behalf  by the
undersigned thereunto duly authorized.

                                                    WILLIAMS SCOTSMAN, INC.

                                               By:  /s/ Gerard E. Holthaus
                                                    -------------------------
                                                    Gerard E. Holthaus
                                                    Chief Executive Officer

Dated: August 27, 2003

                                  EXHIBIT INDEX

Exhibit                           Description
-------                           ------------------------------------------
10.1                              Second Amendment to Credit Agreement dated
                                  March 26, 2002.
Exhibit 10.1-Bank Amendment

                                SECOND AMENDMENT
                                ----------------

     SECOND  AMENDMENT (this  "Amendment"),  dated as of August 11, 2003,  among
SCOTSMAN HOLDINGS, INC., a Delaware corporation ("Holdings"), WILLIAMS SCOTSMAN,
INC., a Maryland  corporation  (the  "Borrower"),  the Lenders from time to time
party to the Credit Agreement  referred to below (the  "Lenders"),  and DEUTSCHE
BANK TRUST  COMPANY  AMERICAS  (formerly  known as BANKERS  TRUST  COMPANY),  as
Administrative  Agent.  All  capitalized  terms used  herein  and not  otherwise
defined  herein shall have the  respective  meanings  provided such terms in the
Credit Agreement referred to below.

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties
to a Credit  Agreement,  dated as of March 26,  2002 (as  amended,  modified  or
supplemented   through,  but  not  including,   the  date  hereof,  the  "Credit
Agreement"); and

     WHEREAS, the parties hereto wish to amend the Credit Agreement on the terms
and subject to the conditions contained herein;

     NOW, THEREFORE, it is agreed:

I.   Amendments to Credit Agreement

     1. The  definition  of "Change of Control"  appearing in Section 1.1 of the
Credit  Agreement is hereby  amended by inserting the text ", the Senior Secured
Notes Documents"  immediately after the  parenthetical  "(or the certificates of
designation therefor)" appearing in clause (e) of said definition.

     2.  Section  1.1 of the  Credit  Agreement  is hereby  further  amended  by
inserting the following new definitions in the appropriate alphabetical order:

         Intercreditor  Agreement  shall  mean   the   Intercreditor  Agreement,
         dated as  of  August  18,  2003,  as  same  may  be  amended,  modified
         or supplemented from time to time in accordance with the terms thereof.

         Second   Amendment  Effective   Date    shall    have    the    meaning
         provided in the Second Amendment to this Agreement, dated as  of August
         11, 2003.

         Senior  Secured  Notes  Documents   shall   mean  the   Senior  Secured
         Notes, the Senior  Secured Notes  Indenture  and  all  other  documents
         executed and delivered with respect to the Senior Secured Notes or  the
         Senior Secured Notes Indenture,  in each  case,  as  the  same  may  be
         amended, modified or supplemented from time to time in accordance  with
         the terms hereof and thereof.

         Senior  Secured   Notes  Indenture   shall  mean  the  indenture, dated
         as of August 18, 2003, among  the  Borrower,  each  Subsidiary  of  the
Borrower and U.S. Bank National Association, as trustee thereunder,  as
         the same may be amended, modified or supplemented from time to time  in
         accordance with the terms hereof and thereof.

         Senior Secured Notes shall mean the Borrower's senior  secured
         notes due 2008, issued pursuant to the Senior Secured Notes  Indenture,
         and all  Senior  Secured  Notes  issued  upon  the  exchange  offer  as
         contemplated in the Senior Secured Notes Indenture, as in effect on the
         Second Amendment Effective Date, as the same may be  amended,  modified
         or supplemented from time to time in accordance with  the terms  hereof
         and thereof.

         Senior  Unsecured  Notes  Borrowing  Base  shall   have   the   meaning
         given to such term in Section 2.2(a).

     3. Section 2.2(a) of the Credit Agreement is hereby amended by (I) deleting
the word "lesser" appearing in the introductory  clause of the first sentence of
said Section and inserting  the word "least" in lieu thereof,  (II) deleting the
period  appearing at the end of clause (ii)(E) of said Section and inserting the
text "; or" in lieu  thereof,  (III)  inserting  the  following new clause (iii)
immediately after clause (ii) of said Section:

         "(iii)   the amount then equal to:

         (A)  (i)  75%  of   the  net  book value  of  Eligible  Rental
         Equipment of the Borrower and its Restricted Subsidiaries  (as
         defined in the Senior Unsecured Notes Indenture) and (ii)  85%
         of the book value of the Eligible Accounts Receivable  of  the
         Borrower and its Restricted Subsidiaries (as  defined  in  the
         Senior Unsecured Notes Indenture) less (x) the amount  of  net
         proceeds  which  have  been  received  in  connection  with  a
         Permitted Units Financing (as defined in the Senior  Unsecured
         Notes Indenture) permitted under clause (b)(13)(i) of  Section
         4.09 of the Senior Unsecured Notes  Indenture  (provided  that
         such  reduction  shall   apply  only  to  the  extent  of  any
         outstanding balance on such financing and for so long as  such
         Permitted Units Financing is in effect) and (y) the amount  of
         any outstanding Attributable Debt (as  defined  in  the Senior
         Unsecured Notes Indenture) incurred  under  clause (b)(12)  of
         Section 4.09 of the Senior Unsecured Notes Indenture (with all
         determinations of the amount specified above  in  this  clause
         (A) to be made in accordance  with  the  requirements  of  the
         Senior Unsecured Notes Indenture), minus

         (B) the  aggregate   principal   amount  of   Term  Loans then
         outstanding, minus

         (C) the  aggregate  principal  amount  of Senior Secured Notes
         then outstanding.",

and (IV) inserting the following sentence immediately after the last sentence of
said Section:

         "The  amount  calculated  in  accordance  with  clause(iii)  above   is
         hereinafter   referred   to    as    the   "Senior   Unsecured    Notes
         Borrowing Base"."

                                       2
4. Section  2.3(c) of the Credit  Agreement is hereby,  amended by deleting
the text "2.2(a)" appearing in clause (i) of said Section and inserting the text
"2.2(a)(ii)" in lieu thereof.

     5. Section 2.5(d) of the Credit Agreement is hereby amended by (i) deleting
the word  "lesser"  appearing  in the  introductory  clause of said  Section and
inserting  the word "least" in lieu thereof and (ii)  inserting the words ", the
Senior Unsecured Notes Borrowing Base then in effect" immediately  following the
words "the Borrowing Base then in effect"  appearing in the introductory  clause
of said Section.

     6. Section  2.5(i) of the Credit  Agreement is hereby amended by adding the
following new sentence at the end thereof:

         "Without  limiting  the   foregoing   provisions   of    this   Section
         2.5(i), on each date on which Holdings, the Borrower or  any  of  their
         respective Subsidiaries receives any cash proceeds from the issuance or
         incurrence of any Senior Secured Notes (other than any  exchange  notes
         issued pursuant to the Senior Secured Notes Indenture), an amount equal
         to 100% of the Net Debt Proceeds therefrom shall  be  applied  on  such
         date  to  repay   outstanding   Term  Loans   in  accordance  with  the
         requirements of Sections 2.5(g)(iii).".

     7. Section 3.1(a) of the Credit Agreement is hereby amended by (I) deleting
the word  "lesser"  appearing in clause (ii) of said Section and  inserting  the
word "least" in lieu thereof,  (II) deleting the word "and" appearing at the end
of sub-clause  (ii)(A) of said Section and inserting a comma in lieu thereof and
(III) inserting the following new clause (C) at the end of said Section:

         "and (C) the Senior Unsecured Notes Borrowing  Base  then  in  effect."

     8. Section 6.3 of the Credit  Agreement is hereby  amended by inserting the
text "or the Senior Secured Notes  Indenture" at the end of the last sentence of
said Section.

     9. Section  6.24(a) of the Credit  Agreement is hereby amended by inserting
the text "or the  Senior  Secured  Notes"  immediately  after  the text  "Senior
Unsecured Notes" appearing therein.

     10. Section  6.24(b) of the Credit  Agreement is hereby amended by deleting
the text "Senior Unsecured Notes Indenture"  appearing therein and inserting the
text "each of the Senior  Unsecured Notes Indenture and the Senior Secured Notes
Indenture" in lieu thereof.

     11. Section 6 of the Credit  Agreement is hereby  amended  by inserting the
following new section 6.31 at the end of said Section:

         "6.31 Intercreditor Agreement. The intercreditor  provisions  contained
         in the Intercreditor Agreement are enforceable against the  holders  of
         the Senior Secured Notes and all Obligations hereunder are  within  the
         definition of "First Lien Obligations" included  in  such provisions.".

                                       3
12.  Section  7.17(a)  of the  Credit  Agreement  is hereby  amended by (I)
deleting the word "and"  appearing  at the end of clause  (viii) of said Section
and inserting a comma in lieu thereof,  (II) inserting the text "and  succeeding
clause (x)" immediately  after the text "(vii) and (viii)" in each instance same
appears in clause (ix) of said Section and (III)  inserting  the  following  new
clause (x) at the end of said Section:

         "and (x)   on   the   date  of  each  such  Permitted  Acquisition  the
         Consolidated    Leverage   Ratio    (calculated    both     immediately
         before  and  immediately  after  giving  effect   to   such   Permitted
         Acquisition   (and    the   incurrence   of    any   Indebtedness    in
         connection   therewith),   with   all   calculations   of  Consolidated
         Leverage  Ratio  made  pursuant  to  this  clause   (x)   after  giving
         effect   to   the     respective   Permitted   Acquisition   (and   the
         incurrence   of any   Indebtedness in   connection   therewith)  to  be
         made  on  a  pro  forma  basis  in  the  manner  described in preceding
         clause (iii)) is less than 6.50:1.00.".

     13.  Section 8.3 of the Credit  Agreement is hereby amended by (i) deleting
the text "clauses (a) through (k) above" appearing in clause (l) of said Section
and inserting  the text  "clauses (a) through (l) above" in lieu  thereof,  (ii)
deleting  the word  "and"  appearing  at the end of clause  (k)  thereof,  (iii)
redesignating  clause  (l) of said  Section  as  clause  (m)  thereof  and  (iv)
inserting  the  following  new clause (l)  immediately  after clause (k) of said
Section:

         "(l)   Indebtedness  of   the   Credit   Parties   evidenced   by   the
         Senior Secured Notes and the other Senior Secured Notes Documents in an
         aggregate principal amount not to exceed $150,000,000 (less the  amount
         of  any  repayments  of  principal  thereof  made  after  the  issuance
         thereof), which Indebtedness may be secured by a second  priority  Lien
         on the Collateral, provided that (i) the Unit Subsidiary's guarantee of
         the Senior Secured Notes is subordinated to the  Obligations  on  terms
         substantially similar to the subordination  of  the  Unit  Subsidiary's
         guarantee of the Senior Unsecured Notes and (ii) 100% of the  Net  Debt
         Proceeds from the issuance thereof are applied as, and to  the  extent,
         required by the second sentence of Section 2.5(i); and".

     14.  Sections  8.09,  8.10  and 8.11 of the  Credit  Agreement  are  hereby
restated in their entirety as follows:

         "8.9  Consolidated   Leverage  Ratio.  The   Credit  Agreement  Parties
         will not permit the Consolidated Leverage Ratio at  any time  during  a
         period set forth below to be greater than the ratio set forth  opposite
         such period below:

                           Period                                      Ratio
                           ------                                      -----
                  From June 30, 2003 to but not including the
                  Second Amendment Effective Date                     5.80:1.00

                  From the Second Amendment Effective Date            6.60:1.00
                  through and including December 30, 2003

                                       4
From December 31, 2003 through and including        6.75:1.00
                  September 29, 2004

                  From September 30, 2004 through and including       6.60:1.00
                  March 30, 2005

                  From March 31, 2005 through and including           6.50:1.00
                  September 29, 2005

                  From September 30, 2005 through and including       6.30:1.00
                  December 30, 2005

                  Thereafter                                          6.25:1.00

         8.10    Consolidated   Interest    Coverage    Ratio.     The    Credit
         Agreement Parties will not permit the  Consolidated  Interest  Coverage
         Ratio for (x) the Test Period ended on June 30, 2003 to  be  less  than
         2.00:1.00 and (y) any Test Period ended after June 30, 2003 to be  less
         than 1.70:1.00.

         8.11    Utilization.  The   Borrower will  not permit  the  Utilization
         for any period of 13 consecutive fiscal months ended on the last day of
         any fiscal quarter (calculated by taking the average of the Utilization
         for each of the 13 months in such period) ending (x) on June 30, 2003,
         to be less than 76%, (y) after June 30, 2003 and on or prior to
         December 31, 2004, to be less than 74% and (z) after December 31, 2004,
         to be less than 75%.".

     15. Section 8.13(i) of the Credit  Agreement is hereby amended by inserting
the text "or any Senior  Secured  Note"  immediately  after the text "any Senior
Unsecured Note" appearing in said Section.

     16.  Section  8.13(ii) of the Credit  Agreement  is hereby  restated in its
entirety as follows:

         "(ii) amend   or  modify,  or  permit  the  amendment  or  modification
         of, any provision of any Senior Unsecured Notes Document or  any Senior
         Secured Notes Document, except any amendment or modification  which  is
         not adverse to the Lenders in any  respect  (it  being  understood  and
         agreed that, with  respect  to  each  of  the  Senior  Unsecured  Notes
         Documents and the Senior Secured Notes Documents, in no event shall any
         amendment be permitted which relates to the Unit Subsidiary's  guaranty
         of the Senior Unsecured Notes or the Senior Secured Notes, as  the case
         may be, or the subordination provisions applicable thereto);".

     17. Section 8.15 of the Credit  Agreement is hereby amended by deleting the
text  "Sections  8.3(c),  (d) and (i)" appearing in clause (iii) of said Section
and inserting the text "Sections 8.3(c), (d), (i) and (l)" in lieu thereof.

                                       5
18. Section 8.20 of the Credit Agreement is hereby amended by (i) inserting
the text "or the Senior  Secured  Notes  Indenture"  immediately  after the text
"Senior  Unsecured Notes Indenture"  appearing in clauses (iii) and (iv) of said
Section.

     19. Section 9.1 of the Credit  Agreement is hereby amended by (i) inserting
the word "or" immediately after the semicolon at the end of clause (j) appearing
in said Section and (ii)  inserting  the  following  new clause (k)  immediately
after such clause (j):

         "(k)    Intercreditor  Agreement.  The  Intercreditor  Agreement or any
          material  provision   thereof  shall  cease  to  be  in full force and
          effect;".

     20. Section 11.7 of the Credit Agreement is hereby amended by (i) inserting
the  text  "(a)"  immediately  after  the  heading  "Confidentiality"  and  (ii)
inserting the following new clause (b) at the end of said Section:

         "(b)  None  of  the  Lenders  nor  the  Administrative  Agent   provide
         accounting, tax  or legal  advice.  Notwithstanding  anything  provided
         herein and any express or implied claims of exclusivity or  proprietary
         rights, each Credit Agreement Party, each Lender and the Administrative
         Agent hereby agree and acknowledge that each  Credit  Agreement  Party,
         each Lender and the Administrative Agent (and each of their  employees,
         representatives or other agents) are authorized to disclose to any  and
         all  Persons,   beginning   immediately  upon   commencement  of  their
         discussions with respect  to  the  transactions  contemplated  by  this
         Agreement and without limitation of any kind, the tax treatment and tax
         structure of the transactions contemplated by this Agreement,  and  all
         materials of any kind (including opinions or other  tax analyses)  that
         are provided to each  Credit  Agreement  Party,  each  Lender  and  the
         Administrative Agent relating to such tax treatment and tax  structure.
         In this regard,  each  Credit  Agreement  Party,  each  Lender and  the
         Administrative Agent acknowledge and agree that the disclosure  of  the
         tax treatment and tax structure of  the  transactions  contemplated  by
         this Agreement is not limited in  any  way  by an  express  or  implied
         understanding or agreement,  oral  or  written  (whether  or  not  such
         understanding or agreement is legally binding). For  purposes  of  this
         authorization, "tax" means  United  States  Federal  income  tax,  "tax
         treatment" means the purported or claimed Federal income tax  treatment
         of the transaction, and "tax structure"  means any  fact  that  may  be
         relevant to understanding the purported or claimed Federal  income  tax
         treatment of the transaction.  This  Section  11.7(b)  is  intended  to
         reflect the understanding of each Credit Agreement  Party,  each Lender
         and the Administrative Agent that no transaction contemplated  by  this
         Agreement is a "confidential transaction" as that  phrase  is  used  in
         Treasury Regulation ss. 1.6011-4(b)(3)(i), and shall be interpreted  in
         a manner consistent therewith. Nothing herein is intended to imply that
         any of the Credit Agreement Parties, the Lenders or the  Administrative
         Agent made or provided a statement, oral or written,  to,  or  for  the
         benefit of, any of each other as to the potential tax consequences that
         are related to, or may result from the  transactions  contemplated  by,
         this Agreement.".

II.      Miscellaneous

                                       6
1. The Lenders  hereby agree that (i)  Holdings,  the  Borrower,  the other
Credit Parties that are Subsidiary  Guarantors and the Collateral Agent shall be
permitted to (and are hereby authorized to) enter into amendments  (and/or amend
and  restate)  the  Collateral   Documents  and/or  enter  into  new  additional
Collateral  Documents,  in each case to provide for a second  priority  security
interest to be granted in favor of the trustee  under the Senior  Secured  Notes
Indenture  for its  benefit  and for the  benefit  of the  holders of the Senior
Secured Notes in the Collateral,  (ii) the Collateral Agent is hereby authorized
to enter into an intercreditor  agreement governing the rights of the respective
Classes (as defined in the Security Agreement) of Secured Creditors with respect
to the Collateral and the proceeds from any  disposition or realization  thereof
and (iii) the Collateral  Agent is hereby  authorized to execute and deliver any
additional documentation that may be necessary or desirable in the discretion of
the Collateral Agent in connection with the transactions contemplated hereby.

     2. Notwithstanding  anything to the contrary contained in Section 2.5(n) of
the Credit Agreement,  the Lenders hereby agree that in connection with any such
Lender's  exercise of its right to decline to receive its share of any mandatory
repayment made with Net Debt Proceeds from the issuance of Senior Secured Notes,
each such declining Lender shall provide the Administrative Agent written notice
at least five Business Days before the date such  repayment is actually  applied
to the outstanding Term Loans.

     3. This Amendment shall become  effective as of the date set forth above on
the date  (the  "Second  Amendment Effective  Date")  when:

         (i)  the  Borrower,  Holdings  and  the  Required  Lenders  shall  have
         signed  a   counterpart   hereof   (whether   the   same  or  different
         counterparts) and shall have delivered (including by way of telecopier)
         the same to the Administrative Agent;

         (ii)   the   Borrower   and   each  of   its  Subsidiaries  shall  have
         executed the Senior Secured Notes Indenture and shall have delivered to
         the Administrative Agent copies of each  of  the Senior  Secured  Notes
         Documents, and all of the terms and conditions of  the  Senior  Secured
         Notes Documents (including, without limitation,  covenants,  events  of
         default, remedies and mandatory redemptions) shall be  satisfactory  to
         the Administrative Agent;

         (iii)   the  Borrower  shall  have  issued  the  Senior  Secured  Notes
         (as defined in Section 2 of this Amendment) in an  aggregate  principal
         amount of $150,000,000 and shall have applied the Net Debt  Proceeds of
         such issuance as provided in Section I(6) of this Amendment;

         (iv)  the  Administrative  Agent  shall   have   received   from  Paul,
         Weiss, Rifkind, Wharton &  Garrison,  special  counsel  to  the  Credit
         Parties,  an   opinion  addressed  to  the  Administrative  Agent,  the
         Collateral Agent and each of the Lenders and dated the Second Amendment
         Effective Date, covering the matters incident to this Amendment and the
         transactions contemplated herein and otherwise in  form  and  substance
         reasonably satisfactory to the Administrative Agent;

                                       7
(v) the  Administrative  Agent  shall   have  received   an   officer's
         certificate signed by a  senior  officer  on  behalf  of  the  Borrower
         certifying (and providing supporting calculations in reasonable detail)
         that the aggregate principal amount of outstanding Loans and  principal
         amount of Senior Secured Notes (in each case on  the  Second  Amendment
         Effective Date after giving  effect  to  the  issuance  of  the  Senior
         Secured Notes) is permitted under Section 4.09 of the Senior  Unsecured
         Notes Indenture;

         (vi)  the   Borrower   shall   have  paid  (or  concurrently  with  the
         first  issuance  of  the  Senior  Secured Notes  shall   pay)  to   the
         Administrative Agent all fees, costs and expenses  (including,  without
         limitation, the reasonable legal fees and expenses of White & Case LLP)
         payable to the Administrative Agent to  the extent  then  invoiced  and
         due; and

         (vii)  the   Borrower  shall  have  paid  to  each  Lender  which shall
         have executed and delivered a counterpart hereof (including by  way  of
         facsimile transmission) to the Administrative Agent on or prior to 5:00
         P.M. (New York time) on August 11, 2003 (or, if  the  Required  Lenders
         had not executed this Amendment by such time and date,  on  the  Second
         Amendment Effective Date), an amendment fee equal to the product of (x)
         0.15% multiplied by (y) the sum of such Lender's outstanding Term Loans
         and Revolving Loan Commitment on such  date  (with  clause  (y)  to  be
         calculated  after  giving  effect  to  the  prepayment  of  Term  Loans
         contemplated in Section I(6) of this Amendment and  any  reductions  to
         the Total Revolving Credit Commitments  resulting  from  any Term  Loan
         Lender's election to decline to receive its share of such prepayment of
         Term Loan described above in accordance  with  Section  2.5(n)  of  the
         Credit Agreement (as modified by this Amendment)).

     4. In order to  induce  the  Lenders  to enter  into  this  Amendment,  the
Borrower hereby  represents and warrants that (x) no Default or Event of Default
exists on the Second  Amendment  Effective  Date,  both before and after  giving
effect to this  Amendment,  and (y) all of the  representations  and  warranties
contained in the Credit  Agreement  and in the other Credit  Documents  shall be
true and correct in all material  respects on the date  hereof,  both before and
after  giving  effect to this  Amendment,  with the same  effect as though  such
representations and warranties had been made on and as of such date.

     5. This  Amendment  is  limited as  specified  and shall not  constitute  a
modification,  acceptance  or  waiver  of any  other  provision  of  the  Credit
Agreement or any other Credit Document.

     6. This Amendment may be executed in any number of counterparts  and by the
different parties hereto on separate  counterparts,  each of which  counterparts
when  executed  and  delivered  shall be an  original,  but all of  which  shall
together constitute one and the same instrument.  A complete set of counterparts
shall be lodged with the Borrower and the Administrative Agent.

     7. THIS AMENDMENT AND THE RIGHTS AND  OBLIGATIONS OF THE PARTIES  HEREUNDER
SHALL BE  CONSTRUED IN  ACCORDANCE  WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.

                                       8
8. From and after the Second  Amendment  Effective  Date, all references in
the  Credit  Agreement  and each of the other  Credit  Documents  to the  Credit
Agreement  shall be deemed to be references to the Credit  Agreement as modified
hereby.

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

Address:
-------
8211 Town Center Drive                       SCOTSMAN HOLDINGS, INC.
Baltimore, Maryland  21236
Attention: John Ross
Telephone: (410) 931-6000                    By: /s/ John B. Ross
Facsimile:  (410) 931-6117                   Title: Secretary

                                             WILLIAMS SCOTSMAN, INC.

                                             By: /s/ Scott Becker
                                             Title: Vice President of Finance

                                             DEUTSCHE BANK TRUST
                                             COMPANY AMERICAS
                                             (formerly known as
                                             Bankers Trust
                                             Company),
                                             Individually and as
                                             Administrative Agent

                                             By: /s/ Mark E. Funk
                                             Title: Director

                                             AIMCO CLO SERIES 2001-A

                                             By: /s/ Jerry D. Zinkula
                                             Title: Managing Director
AIMCO CLO SERIES 2001-A

                                             By: /s/ Chris Goergen
                                             Title: Senior Portfolio Manager

                                             ALLSTATE LIFE INSURANCE COMPANY

                                             By: /s/ Chris Goergen
                                             Title: Senior Portfolio Manager

                                             ALLSTATE LIFE INSURANCE COMPANY

                                             By: /s/ Jerry D. Zinkula
                                             Title: Managing Director

                                             BANK OF AMERICA, N.A.

                                             By: /s/ Kevin W. Corcoran
                                             Title: Vice President

                                             BLACK DIAMOND CLO 1998-1, Ltd.

                                             By: /s/ Alan Corkish
                                             Title: Director

                                             BLACK DIAMOND CLO 2000-1, Ltd.

                                             By: /s/ Alan Corkish
                                             Title: Director

                                             BLACK DIAMOND INTERNATIONAL
                                             FUNDING, Ltd.

                                             By: /s/ Alan Corkish
                                             Title: Director

                                             BRANT POINT II CBO 2000-1 LTD.

                                             By: /s/ Timothy M. Barns
                                             Title: Senior Vice President
Sankaty Advisors, LLC as
                                             Collateral Manager

                                             CASTLE HILL I-INGOTS, Ltd.

                                             By: /s/ Timothy M. Barns
                                             Title: Senior Vice President
                                             Sankaty Advisors, LLC as
                                             Collateral Manager

                                             CASTLE HILL II-INGOTS, Ltd.

                                             By: /s/ Timothy M. Barns
                                             Title: Senior Vice President
                                             Sankaty Advisors, LLC as
                                             Collateral Manager

                                             CIBC INC.

                                             By: /s/ George Knight
                                             Title: Managing Director
                                             CIBC World Markets Corp. as Agent

                                             THE CIT GROUP/BUSINESS CREDIT, INC.

                                             By: /s/ Peter L. Skavla
                                             Title: Senior Vice President

                                             CONGRESS FINANCIAL CORPORATION,

                                             By: /s/ James K. O'Connell
                                             Title: Assistant Vice President

                                             CSAM Funding I

                                             By: /s/ Andrew Marshak
                                             Title: Authorized Signatory

                                             CSAM Funding II

                                             By: /s/ Andrew Marshak
                                             Title: Authorized Signatory
C-SQUARED CDO LTD.

                                             By: /s/ Richard F. Kurth
                                             Title: Senior Vice President
                                             TCW Advisors, Inc., as its
                                             Portfolio Manager

                                             FIRST DOMINION FUNDING I

                                             By: /s/ Andrew Marshak
                                             Title: Authorized Signatory

                                             FIRST DOMINION FUNDING II

                                             By: /s/ Andrew Marshak
                                             Title: Authorized Signatory

                                             FIRST DOMINION FUNDING III

                                             By: /s/ Andrew Marshak
                                             Title: Authorized Signatory

                                             FLAGSHIP CLO 2001-1

                                             By: /s/ Eric S. Meyer
                                             Title: Director
                                             Flagship Capital Management, Inc.

                                             FLAGSHIP CLO II

                                             By: /s/ Eric S. Meyer
                                             Title: Director
                                             Flagship Capital Management, Inc.

                                             FLEET CAPITAL CORPORATION

                                             By: /s/ Robert Anchundia
                                             Title: Vice President
GALLATIN FUNDING I Ltd.

                                             By: /s/ Jonathan Berg
                                             Title: Vice President
                                             Bear Stearns Asset Management Inc.
                                             as its Collateral Manager

                                             GALAXY CLO 1999-1, Ltd.

                                             By: /s/ Thomas G. Brandt
                                             Title: Vice President

                                             GMAC COMMERCIAL FINANCE LLC,
                                             successor by merger to GMAC
                                             Business Credit, LLC

                                             By: /s/ Robert F. McIntyre
                                             Title: Director

                                             GRAYSTON CLO 2000-01 Ltd.

                                             By: /s/ Jonathan Berg
                                             Title: Vice President
                                             Bear Stearns Asset Management Inc.
                                             as its Collateral Manager

                                             GREAT POINT CLO 1999-1 LTD.

                                             By: /s/ Timothy M. Barns
                                             Title: Senior Vice President
                                             Sankaty Advisors, LLC as Collateral
                                             Manager

                                             HARBOUR TOWN FUNDING LLC

                                             By: /s/ Diana M. Himes
                                             Title: Assistant Vice President

                                             JUPITER FUNDING TRUST

                                             By: /s/ Diana M. Himes
                                             Title: Authorized Agent
KATONAH I, LTD.

                                             By: /s/ Ralph Della Rocca
                                             Title: Authorized Officer
                                             Katonah Capital,
                                             LLC as Manager

                                             KATONAH II, LTD.

                                             By: /s/ Ralph Della Rocca
                                             Title: Authorized Officer
                                             Katonah Capital,
                                             LLC as Manager

                                             KATONAH III, LTD.

                                             By: /s/ Ralph Della Rocca
                                             Title: Authorized Officer
                                             Katonah Capital,
                                             LLC as Manager

                                             KATONAH IV,LTD.

                                             By: /s/ Ralph Della Rocca
                                             Title: Authorized Officer
                                             Katonah Capital, LLC as Manager

                                             KZH CNC LLC

                                             By: /s/ Hi Hua
                                             Title: Authorized Agent

                                             KZH SOLEIL LLC

                                             By: /s/ Hi Hua
                                             Title: Authorized Agent

                                             KZH SOLEIL-2 LLC

                                             By: /s/ Hi Hua
                                             Title: Authorized Agent

                                             KZH WATERSIDE LLC

                                             By: /s/ Hi Hua
                                             Title: Authorized Agent
LASALLE BANK NATIONAL ASSOCIATION

                                             By: /s/ John Mostofi
                                             Title: Senior Vice President

                                             MANUFACTURERS AND TRADERS
                                             TRUST COMPANY

                                             By: /s/ Roy S. Lewis
                                             Title: Vice President

                                             NATIONAL CITY COMMERICAL FINANCE

                                             By: /s/ Gregory A. Godec
                                             Title: Senior Vice President

                                             OAK HILL CREDIT PARTNERS I, LIMITED

                                             By: /s/ Scott D. Krase
                                             Title: Authorized Signatory
                                             Oak Hill CLO Management I, LLC as
                                             Investment Manager

                                             OAK HILL CREDIT PARTNERS II, LTD

                                             By: /s/ Scott D. Krase
                                             Title: Authorized Signatory
                                             Oak Hill CLO Management II, LLC as
                                             Investment Manager

                                             OAK HILL SECURITIES FUND, L.P.

                                             By: /s/ Scott D. Krase
                                             Title: Authorized Signatory
                                             Oak Hill Securities GenPar LP its
                                             General Partner
                                             Oak Hill Securities MGP, Inc., its
                                             General Partner

                                             OAK HILL SECURITIES FUND II, L.P.

                                             By: /s/ Dawn M. Dieter
                                             Title: Vice President
ORIX FINANCIAL SERVICES, INC.

                                             By: /s/ Scott D. Krase
                                             Title: Authorized Signatory
                                             Oak Hill Securities GenPar LP its
                                             General Partner
                                             Oak Hill Securities MGP Inc., its
                                             General Partner

                                             PEOPLE'S BANK

                                             By: /s/ David K. Sherrill
                                             Title: Vice President

                                             PNC BANK, NATIONAL ASSOCIATION

                                             By: /s/ Craig T. Sheetz
                                             Title: Vice President

                                             THE PROVIDENT BANK

                                             By: /s/ Mary Sue Wolfer
                                             Title: Credit Officer

                                             RACE POINT CLO, Ltd.

                                             By: /s/ Timothy M. Barns
                                             Title: Senior Vice President
                                             Sankaty Advisors, LLC as Collateral
                                             Manager

                                             RACE POINT II CLO, Ltd.

                                             By: /s/ Timothy M. Barns
                                             Title: Senior Vice President
                                             Sankaty Advisors, LLC as
                                             Collateral Manager
SANKATY HIGH YIELD PARTNERS III,
                                             L.P.

                                             By: /s/ Timothy M. Barns
                                             Title: Senior Vice President

                                             SEQUILS I, LTD.

                                             By: /s/ Richard F. Kurth
                                             Title: Senior Vice President
                                             TCW Advisors, Inc., as its
                                             Collateral Manager

                                             SEQUILS IV, LTD.

                                             By: /s/ Richard F. Kurth
                                             Title: Senior Vice President
                                             TCW Advisors, Inc., as its
                                             Collateral Manager

                                             SIEMENS FINANCIAL SERVICES, INC.

                                             By: /s/ John Frank Amodio
                                             Title: Vice President- Credit

                                             TORONTO DOMINION (NEW YORK), INC.

                                             By: /s/ Gwen Zirkle
                                             Title: Vice President

                                             TRANSAMERICA BUSINESS CAPITAL
                                             CORPORATION

                                             By: /s/ Richard T. Scala
                                             Title: SVP-Credit Director

                                             INNER HARBOR CBO 2001-1 LTD.

                                             By: /s/ Darrell Braman
                                             Title: Vice President
                                             T. Rowe Price Associates, Inc. as
                                             Collateral Manager
TRS 1 LLC

                                             By: /s/ Alice L. Wagner
                                             Title: Vice President

                                             WHITEHALL BUSINESS CREDIT
                                             CORPORATION

                                             By: /s/ Patrick M. Wallace
                                             Title: Senior Vice President

                                             WINGED FOOT FUNDING TRUST

                                             By: /s/ Diana M. Himes
                                             Title: Authorized Agent