BRAND SCAFFOLD SERVICES INC S-1

S-1

REGISTRATION STATEMENT

EX-3.1

CERTIFICATE OF INCORPORATION OF THE REGISTRANT

EX-3.2

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

EX-3.3

BY-LAWS

EX-4.1

AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS

EX-4.2

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

EX-4.3

STOCK OPTION AGREEMENT

EX-4.4

BRAND SCAFFOLD SERVICES INC. INDENTURE RELATING TO

EX-4.5

REGISTRATION RIGHTS AGREEMENT

EX-4.6

REGISTRATION RIGHTS AGREEMENT RELATING TO THE

EX-5

OPINION OF DAVIS, POLK & WARDWELL

EX-10.1

CREDIT AGREEMENT

EX-10.2

BRAND SCAFFOLD SERVICES PURCHASE AGREEMENT

EX-10.3

AMENDED AND RESTATED TRANSACTION AGREEMENT

EX-10.4

JOHN MONTER EMPLOYMENT AGREEMENT

EX-10.5

JAMES "MARTY" MCGEE EMPLOYMENT AGREEMENT

EX-10.6

RON MOORE EMPLOYMENT AGREEMENT

EX-10.7

OTTO KNOLL EMPLOYMENT AGREEMENT

EX-10.8

IAN ALEXANDER OFFER LETTER

EX-12

RATIO OF EARNINGS TO FIXED CHARGES

EX-21

SUBSIDIARIES OF THE REGISTRANT

EX-23.1

CONSENT OF ARTHUR ANDERSEN LLP

EX-25

STATEMENT OF ELIGIBILITY OF U.S. TRUST COMPANY OF TEXAS, N.A.

EX-27

FINANCIAL DATA SCHEDULE

EX-99.1

FORM OF LETTER OF TRANSMITTAL

EX-99.2

FORM OF NOTICE OF GUARANTEED DELIVERY

EX-99.3

FORM OF INSTRUCTION TO REGISTERED HOLDER

EX-99.4

FORM OF LETTER TO CLIENTS OF DTC PARTICIPANTS

EX-99.5

FORM OF LETTER TO REGISTERED HOLDERS