S-4

Subject to completion, as filed with the Securities and Exchange Commission on September 18, 2007

No. 333-                 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________

FORM S-4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

__________________

Mobile Services Group, Inc.	Delaware	7359	04-3648175
Mobile Storage Group, Inc.	Delaware	7359	20-0751031
(Exact name of registrant as specified in its charter)	(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Subsidiary Guarantors listed on Schedule A hereto

__________________

700 North Brand Boulevard, Suite 1000
Glendale, California 91203
(818) 253-3200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

__________________

Douglas A. Waugaman
President and Chief Executive Officer
Mobile Services Group, Inc.
700 North Brand Boulevard, Suite 1000
Glendale, California 91203
(818) 253-3200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

__________________

Copies of all communications, including communications sent to agent for service, should be sent to:

Christopher A. Wilson, Esq.	Joshua N. Korff, Esq.
General Counsel	Kirkland & Ellis LLP
Mobile Services Group, Inc.	153 East 53rd Street
700 North Brand Boulevard, Suite 1000	New York, New York 10022
Glendale, California 91203	(212) 446-4800
(818) 253-3200

__________________

Approximate date of commencement of proposed sale to the public. The exchange will occur as soon as practicable after the effective date of this Registration Statement.

          If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.      c

          If this form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.      c

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     c

__________________

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities	Proposed Maximum Aggregate
to be Registered	Offering Price(1)	Amount of Registration Fee
9 ¾% Senior Notes due 2014	$200,000,000	$6,140
Guarantees of the 9 ¾% Senior Notes due 2014	—	—(2)

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2)	The Additional Registrants will guarantee the payment of the 9 ¾% Senior Notes due 2014. Pursuant to Rule 475(n) of the Securities Act, no separate registration fee for the guarantees is payable.

     The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

ADDITIONAL REGISTRANTS

Schedule A

	State or Other	Primary Standard
	Jurisdiction of	Industrial
Exact Name of Registrant as	Incorporation	Classification	I.R.S. Employer
Specified in its Charter	or Organization	Code Number	Identification No.	Principal Executive Offices
A Better Mobile Storage	California	7359	72-1536506	700 North Brand Boulevard
Company				Suite 1000
				Glendale, California 91203
				(818) 253-3200
Mobile Storage Group	Texas	7359	68-0523782	700 North Brand Boulevard
(Texas), L.P.				Suite 1000
				Glendale, California 91203
				(818) 253-3200

Name, address, including zip code, and telephone number, including area code, of agent for service:

Christopher A. Wilson
General Counsel
Mobile Services Group, Inc.
700 North Brand Boulevard Suite 1000
Glendale, California 91203
(818) 253-3200

Subject To Completion, Dated September 18, 2007

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

$200,000,000

MOBILE SERVICES GROUP, INC.
MOBILE STORAGE GROUP, INC.

OFFER TO EXCHANGE
$200,000,000 principal amount of our 9¾% Senior Notes due 2014, which have been registered under the Securities Act of 1933, for any
and all of our outstanding 9¾% Senior Notes due 2014.

          We are offering to exchange our registered 9¾% Senior Notes due 2014, which we refer to as the “New Notes”, for our currently outstanding 9¾% Senior Notes due 2014, which we refer to as the “Old Notes”. We refer to both the Old Notes and the New Notes as the “Notes.” The New Notes are substantially identical to the Old Notes, except that the New Notes have been registered under the federal securities laws, and therefore will not bear any legend restricting their transfer and the holders of the New Notes will not be entitled to most of the rights under the registration rights agreements, including the provisions for additional interest included in the registration rights agreement relating to the New Notes. The New Notes will represent the same debt as the Old Notes, and we will issue the New Notes under the same indenture as the Old Notes.

Terms of the Exchange Offer:

• Expires 5:00 p.m., New York City time,                , 2007, unless extended.
• Not subject to any condition other than that the exchange offer does not violate applicable law or any interpretation of the staff of the Securities and Exchange Commission.
• We can amend or terminate the exchange offer.
• We will exchange all currently outstanding 9¾% Senior Notes due 2014 that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.
• We will not receive any proceeds from the exchange offer.
• The exchange of Old Notes for New Notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes.
• You may withdraw tendered Old Notes at any time before the expiration of the exchange offer.

Terms of the New Notes:

• The New Notes will be our unsecured senior obligations and will rank equal in right of payment to all of our senior indebtedness, will be senior to all of our subordinated indebtedness and will be effectively subordinated to all of our secured indebtedness, including indebtedness under our senior secured revolving credit facility, to the extent of the assets securing that indebtedness.
• The New Notes will mature on August 1, 2014. The New Notes will bear interest semi-annually in cash on February 1 and August 1 of each year, commencing on February 1, 2008.
• We are entitled to redeem some or all of the New Notes at any time on or after August 1, 2010 at the redemption prices set forth in this prospectus. In addition, prior to August 1, 2010, we may redeem some or all of the New Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus the “make whole” premium set forth in this prospectus. See “Description of New Notes.”
• We may also redeem up to 35% of the New Notes using the net cash proceeds of certain equity offerings completed before August 1, 2009 at the redemption prices set forth in this prospectus. See “Description of New Notes.”
• If we experience specific kinds of changes of control, we must offer to repurchase the New Notes. See “Description of New Notes— Change of Control.”
• The terms of the New Notes are identical to our Old Notes except for transfer restrictions and registration rights.
• We do not intend to apply for listing of the New Notes on any national securities exchange or automated quotation system.

          For a discussion of specific risks that you should consider before tendering your outstanding 9¾% Senior Notes due 2014 in the exchange offer, see “Risk Factors” beginning on page 15.

          There is no public market for the Old Notes or the New Notes. However, you may trade the Old Notes in the Private Offering Resale and Trading through Automatic Linkages, or PORTAL™, market.

          Each broker-dealer that receives New Notes pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the New Notes. A broker-dealer who acquired Old Notes as a result of market making or other trading activities may use this exchange offer prospectus, as supplemented or amended from time to time, in connection with any resales of the New Notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is             , 2007

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	15
Information Regarding Forward-Looking Statements	26
The Exchange Offer	28
Use of Proceeds	34
Capitalization	34
Unaudited Pro Forma Condensed Consolidated Statement of Income	35
Selected Historical Consolidated Financial Data	37
Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Business	54
Management	65
Compensation of Executive Officers	68
Security Ownership of Certain Beneficial Owners and Management	77
Certain Relationships and Related Party Transactions	79
Description of Other Indebtedness	83
Description of New Notes	86
Certain United States Federal Income Tax Considerations	127
Certain ERISA Considerations	128
Plan of Distribution	129
Legal Matters	129
Experts	129
Available Information	130
Index to Consolidated Financial Statements	F-1

          You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with any other information. If you receive any other information, you should not rely upon it. The selling noteholders are offering to sell, and seeking offers to buy, our 9¾% Senior Notes due 2014 only in jurisdictions where offers or sales are permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our 9¾% Senior Notes due 2014. This prospectus incorporates important business and financial information about us that is not included in or delivered with the document. This information is available without charge to noteholders upon written or oral request. Any such request should be directed to Mobile Services Group, Inc., 700 North Brand Boulevard, Suite 1000, Glendale, California 91203, Attention: Investor Relations. Our telephone number is (818) 253-3200. To obtain timely delivery, noteholders must request the information no later than five business days before the expiration of the exchange offer, or                , 2007.

          Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of these New Notes. The letter of transmittal delivered with this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for securities where those securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date and ending on the close of business 180 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

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INDUSTRY AND MARKET DATA

          Information regarding market and industry statistics contained in this prospectus, including data relating to the storage industry, the portable storage industry as a sector of the storage industry and our relative position in the portable storage industry, are statements of our belief, based on the knowledge and good faith estimate of our management. Our management’s estimates are based on their review of internal surveys, independent industry publications and other publicly available information, including Yellow Pages Media. Although we believe that these sources are reliable, we cannot assure you of the accuracy or completeness of this information, and we have not independently verified this information.

TRADEMARKS AND TRADE NAMES

          We own or have rights to trademarks or trade names that we use in conjunction with the operation of our business. The logo MS^®, The Mobile Storage Group^®, Tunnel-Tainer^® and Mobile Services Group^® are our registered trademarks in the U.S. Ravenstock MSG^®, Ravenstock MSG Ltd.^® with the “flying box” logo, MS The Mobile Storage Group^® and the logo MS with the words “The Mobile Storage Group” are our registered trademarks in the U.K. We use the Ravenstock MSG^® trademark in the U.K. but we have not applied for registration of this trademark in the U.S. Each trademark, trade name or service mark of any other company appearing in this prospectus belongs to its holder.

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PROSPECTUS SUMMARY

This summary highlights certain information concerning our business and the Notes. It does not contain all of the information that may be important to you. This summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements, including the notes thereto, appearing elsewhere in this prospectus. Holders of Old Notes are urged to read this prospectus in its entirety, including, among other things, the matters set forth in the “Risk Factors” section of this prospectus, before deciding to tender their Old Notes into the exchange offer. Certain statements in this summary are forward-looking statements. See “Information Regarding Forward-Looking Statements.” In this registration statement, “we,” “us,” “our” and “Mobile Services” refer to Mobile Services Group, Inc., a Delaware corporation, and its subsidiaries as a combined entity, except where it is noted or the context makes clear that the reference is only to Mobile Services Group, Inc. “Mobile Storage” refers only to Mobile Storage Group, Inc., a Delaware corporation (including its predecessor, Mobile Storage Group, Inc., a California corporation), a wholly-owned subsidiary of Mobile Services, and not its subsidiaries unless otherwise indicated or the context makes clear that the reference is to Mobile Storage Group, Inc. and its subsidiaries as a combined entity. References to the “Co-Issuers” mean Mobile Services and Mobile Storage as co-issuers of the Notes but not any of their subsidiaries. Unless otherwise indicated, all financial data contained in this prospectus is presented on a consolidated basis for Mobile Services.

Our Company

          We are a leading international provider of portable storage products with a lease fleet of over 117,000 units and 86 branch locations throughout the U.S. and U.K. We focus on leasing portable storage containers, storage trailers and mobile offices, and, to complement our core leasing business, we also sell portable storage products. Our storage containers and storage trailers provide secure, convenient and cost-effective on-site storage of inventory, construction supplies, equipment and other goods. Our mobile office units provide temporary office space and employee facilities for, among other uses, construction sites, trade shows, special events and building refurbishments. During 2006, we leased or sold our portable storage products to over 45,000 customers in diverse end markets ranging from large companies with a national presence to small local businesses. For the twelve months ended June 30, 2007, we generated revenues of $216 million and adjusted EBITDA of $71.6 million (as defined in “—Summary Historical and Unaudited Pro Forma Financial Data”).

          The following charts illustrate our revenues by type, geography and end markets during 2006:

Revenue Mix by Type	Revenue Mix by Geography

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Revenue Mix by End Markets

We believe our core leasing business is highly attractive because it:

• delivers recurring revenues with an average lease duration of more than 17 months for our core storage container products;
• consists primarily of storage containers that have useful lives of approximately 20 years and retain substantial residual value throughout their lives;
• features average monthly leasing rates for storage containers that recoup our average unit investment in approximately 29 months;
• benefits from high utilization levels that have averaged in excess of 80% over the last five years;
• produces high incremental unit leasing operating margins on storage containers estimated to be approximately 60%;
• benefits from a highly diversified customer base; and
• features discretionary capital expenditures that can be readily adjusted depending on market conditions and opportunities.

          The majority of our lease fleet is comprised of refurbished steel portable storage containers purchased from container leasing companies and brokers. We also purchase new containers from China, which we believe is a more cost-effective means of procuring new containers than manufacturing our own. Our customers use our storage containers for a wide variety of storage applications, including storage of construction materials, retail and manufacturing inventory, documents and records and household goods. Our storage trailers are similar to our storage containers, but also have wheels and provide elevated storage. We believe these features provide an added benefit to customers whose operations involve the use of loading docks, such as retailers, distribution centers, manufacturers and other warehouse-type businesses. Our mobile office units include timber units and steel units that can be customized to meet specific customer needs.

          Our sales business complements our leasing business because it allows us to leverage our scale and purchase storage containers on terms that we believe are more favorable than those available to certain of our competitors. We believe that our sales business further complements our leasing business because there is minimal overlap between the respective customer bases of these businesses and because it facilitates the management of our lease fleet by allowing us to regularly sell used equipment and replace it with newer equipment.

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Industry Overview

          The storage industry in the U.S. and U.K. includes two primary sectors: fixed-site self-storage and portable storage. Fixed-site self-storage is used primarily by individuals for the temporary storage of household items at a permanent facility. Portable storage, which is the sector in which we operate, is used primarily by businesses for secure, temporary storage at the customer’s location. The portable storage industry serves a broad range of industries, including construction, services, retail, manufacturing, transportation, utilities and government.

          Portable storage offers customers a flexible, secure, cost-effective and convenient alternative to constructing permanent warehouse space or storing items at a fixed-site self-storage facility by providing additional space for higher levels of inventory, equipment or other goods on an as-needed basis. Although we are not aware of any published estimates, we believe the portable storage industry is growing due to an increasing awareness of its convenience and cost benefits.

          The portable storage industry is highly fragmented and remains mostly local in nature. We believe that there are more than 2,000 businesses in the U.S. and more than 300 businesses in the U.K. that lease portable storage products. We believe most of these businesses are small, family-run operations.

          We believe we are one of a few companies in the U.S. and U.K. who possess the branch network, customer relationships and infrastructure to compete on a national and regional basis while maintaining a strong local market presence. We believe that national and regional customers are increasingly seeking providers with a multi-market presence, breadth and quality of product selection, centralized sales and service capabilities and management information tools that provide real-time tracking capability in order to more efficiently satisfy their portable storage needs. We believe that having a local presence through an extensive branch network provides a national storage provider a competitive advantage by allowing it to reduce the time and cost of delivering portable storage products to customer sites and provide superior customer service.

Our Business Strengths

          We are a leading provider of portable storage products on a national, regional and local basis in both the U.S. and U.K. We believe our leading position is due to our following strengths:

          Market Leader with Extensive Geographic Coverage and Scale. With our lease fleet of more than 117,000 units and 86 branch locations, we believe we are one of the largest participants in the portable storage industry. Our branch offices have a broad geographic footprint and serve major metropolitan areas in the U.S. and U.K. Our scale enables us to serve a diverse customer base and effectively service national customers on a multi-regional or national basis through our national accounts program while also serving local customers. The size of our fleet also allows us to offer a wide selection of products to our customers and achieve purchasing efficiencies.

          Highly Diversified Customer Base. We have established strong relationships with a diverse customer base in both the U.S. and U.K., ranging from large companies with a national presence to small local businesses. During 2006, we leased or sold our portable storage products to over 45,000 customers. Our customers operate in more than 450 four-digit standard industrial classification codes, including customers in the construction, services, retail, manufacturing, transportation, utilities and government sectors. In 2006, our largest customer accounted for approximately 3% of our total revenues and our top ten customers accounted for approximately 12% of our total revenues. We believe that the diversity of our business limits the impact on us of changes in any given customer, geography or end market.

          Focus on Customer Service and Support. Our operating infrastructure in the U.S. and U.K. is designed to ensure that we consistently meet or exceed expectations by reacting quickly and effectively to satisfy our customers’ needs. On the national and regional level, our administrative support services and scalable management information systems enhance our service by enabling us to access real-time information on product availability, customer reservations, customer usage history and rates. We further support national customers by providing them with a single point of contact to handle all of their portable storage needs. We believe this focus on customer service attracts new and retains existing customers. In 2006, approximately 64% of our lease and lease related revenues were generated from customers who leased portable storage products from us in prior years.

          Significant Cash Flow Generation and Discretionary Capital Expenditures. We have consistently generated significant cash flow from operations by maintaining high utilization rates and increasing the yield of our lease fleet. Our yield equals our lease and lease related revenues divided by the total number of units in our lease fleet. During the last five years, we have achieved an average utilization rate in excess of 80% and our yield increased at a compound annual growth rate of 8.7% . In addition, our cumulative cash flow from operating activities from 2002 to 2006 totaled $154.9 million. A significant portion of our capital expenditures are discretionary in nature, thus providing us with the flexibility to readily adjust the amount that we spend based on our business needs and prevailing economic conditions.

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          Experienced Management Team. We have an experienced and proven senior management team, with our ten most senior managers having an average of over 13 years of experience in the equipment leasing industry. Our president and chief executive officer, Douglas Waugaman, has 12 years of experience in the equipment leasing industry and was previously the president and chief operating officer of Rental Service Corporation. Our management team has been integral in developing and maintaining our high level of customer service, deploying technology to improve operational efficiencies and integrating acquisitions. We believe our recent strong operating performance is a direct result of the vision and strategic guidance of our management team.

Our Business Strategy

           Our growth strategy consists of the following:

          Increasing the Utilization and Yield of our Lease Fleet. We are continuously working to increase the utilization and yield of our lease fleet by improving the focus and performance of our sales force, expanding our national accounts program and enhancing our management information systems. Our focus on utilization levels and the yield of our lease fleet has generated increased revenue per customer. Since 2003, the average value of new orders has grown approximately 16% in the U.S. and 29% in the U.K. We believe that the effective use of our real-time information systems allows us to monitor our utilization and better allocate our capital expenditures to branches with increased product demand. These systems also allow us to deploy our lease fleet in a manner that maximizes the yield on our assets. In addition, our management has focused on providing value-added services to our customers and maximizing lease rates as units in our lease fleet become available for re-lease.

          Expanding our Existing Markets and Increasing Market Share. We believe that we have an opportunity to grow our existing markets and increase our market share in such markets by raising market awareness of the availability and benefits of portable storage, growing our lease fleet and making complementary in-market acquisitions.

• Increasing Market Awareness. Our marketing efforts are designed to raise awareness of the availability and benefits of our portable storage products and thus expand product use by existing customers and attract new customers. Our management team has placed increasing emphasis on our marketing efforts by creating a customer-focused culture, investing in tools such as our customer relationship management, which we refer to as the “CRM” software system and adjusting our organization to reward growth and increase branch-level accountability. Our marketing programs include yellow pages advertising and prominent branding of our equipment, as well as telemarketing, targeted mailings and trade shows.
  
  
• Growing the Lease Fleet of our Existing Branches. One of our goals is to increase the size of our lease fleet at existing branches by focusing our branch managers on delivering same store growth. We plan to achieve this goal by providing branch managers with specific objectives for adding new customers, increasing the number of units on hire and adding product lines that have demonstrated strong results. We also intend to grow by focusing branch managers on targeted industry segments with favorable characteristics and continuing to introduce new products and services.
  
  
• Continuing “In-Market” Acquisitions. We will also continue to selectively pursue acquisitions of companies in our existing markets. These “in-market” acquisitions are attractive because they immediately increase our customer base and the size of our fleet, add existing revenue-generating relationships, can be fully integrated quickly (usually in one to three weeks) and are typically consolidated into one of our existing locations to eliminate operational redundancies. Since January 2002, we have successfully integrated 37 “in-market” acquisitions.

          Expanding into New Markets. We plan to continue our expansion into new markets in the U.S. and, to a lesser extent, in the U.K., through selective acquisitions and the opening of new branches. We believe there is a significant opportunity to establish branch locations in new markets in the U.S. We currently have branches in 57 of the 100 largest metropolitan statistical areas in the U.S. (defined as an area with a population of 250,000 or more) and plan to expand into a number of the remaining 43 areas. In the U.K., we believe that our existing branch network covers most of the country’s significant metropolitan areas, and therefore, we intend to focus primarily on “in-market” growth in the U.K. rather than expanding into new markets. Since January 2002, we have successfully entered 22 new markets in the U.S. and U.K.

          Growing our National Accounts. We intend to increase leasing revenues by expanding our national accounts program. We believe that our national branch network, management information systems and other support services give us a significant advantage relative to many of our competitors in servicing national accounts. We have developed a team of national account customer service representatives that provide these customers with a single point of contact, superior service and web-based technology that provides additional value-added services to these customers, such as the ability to track their orders. We have also established a dedicated sales team focused on generating business from these customers. Our national accounts customers generated approximately 25% and 18% of our U.S. lease and lease related revenues in 2006 and in the six months ended June 30, 2007, respectively.

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Transactions Summary

          On May 24, 2006, MSG WC Holdings Corp., a Delaware corporation (“MSG Parent”), and an affiliate of Welsh, Carson, Anderson & Stowe X, L.P. (“Welsh Carson”), and MSG WC Acquisition Corp., a Delaware corporation (“MSG Acquisition”), and wholly-owned subsidiary of MSG Parent, on the one hand, and Mobile Services and Windward Capital Management, LLC, a Delaware limited liability company (“Windward Capital”), on the other hand, entered into an agreement and plan of merger (as amended on June 9, 2006) (the “Merger Agreement”). Pursuant to the Merger Agreement, MSG Parent acquired all of the capital stock of Mobile Services in exchange for consideration of $606 million, subject to certain adjustments and excluding fees and expenses. Pursuant to a joinder agreement, MSG WC Intermediary Co., a wholly-owned subsidiary of MSG Parent and the parent of MSG Acquisition, (“MSG Intermediary Co.”), became a party to the Merger Agreement for purposes of, among other things, satisfying MSG Parent’s payment obligations under the Merger Agreement. We refer to this entire transaction throughout the prospectus as the “Acquisition.”

          The Acquisition was consummated on August 1, 2006. MSG Acquisition financed the Acquisition, including fees and expenses, with $362 million of debt financing and $264 million of cash common equity contributed by MSG Parent to MSG Intermediary Co., consisting of (i) $174 million of common equity capital contributed to MSG Parent by Welsh Carson, management and certain other strategic co-investors, including affiliates of Lehman Brothers Inc., and (ii) $90 million from the issuance of $90 million in aggregate principal amount of subordinated notes due 2015 by MSG Parent, which we refer to as the “MSG Parent Subordinated Notes,” and shares of common stock of MSG Parent to WCAS Capital Partners IV, L.P., an affiliate of Welsh Carson, and a certain strategic co-investor. Pursuant to the Merger Agreement, MSG Acquisition merged with and into Mobile Services (the “Merger”). The proceeds contributed by MSG Parent were paid to us by MSG Intermediary Co., which we used to fund the Transactions, as defined below. Upon consummation of the Merger, all of the outstanding common stock of Mobile Services was owned indirectly by MSG Parent, which is controlled by Welsh Carson.

          Concurrently with the closing of the Acquisition, we entered into the following financing transactions (the “Financing Transactions” and together with the Acquisition and the Merger, the “Transactions”):

• the issuance of $200 million aggregate principal amount of 9¾% Senior Notes due 2014, or (the “Old Notes”); and
• the entry into a new $300 million five-year senior secured, asset-based revolving credit facility (the “New Credit Facility”), which includes a £85.0 million U.K. borrowing sublimit. A total of $162 million was drawn on the New Credit Facility on the closing date, including £37.7 million drawn under our U.K. borrowing sublimit.

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Corporate Structure

          The registered 9¾% Senior Notes due 2014 (the “New Notes”) were issued by Mobile Services Group, Inc. and Mobile Storage Group, Inc. and are guaranteed by all of our current and future domestic subsidiaries, other than MSG Investments, Inc. and certain of our future immaterial domestic subsidiaries. The following chart illustrates our corporate structure and principal indebtedness:

(1)	MSG Parent issued $90 million in aggregate principal amount of the MSG Parent Subordinated Notes and shares of common stock of MSG Parent to WCAS Capital Partners IV, L.P., an affiliate of Welsh Carson, and a certain strategic co-investor, the proceeds of which were contributed to MSG Intermediary Co. in the form of common equity capital. The proceeds contributed by MSG Parent were paid to us by MSG Intermediary Co., which we used to fund the Transactions. MSG Parent does not guarantee the Old Notes or the New Notes. Neither of the Co-Issuers nor any of their subsidiaries guarantee the MSG Parent Subordinated Notes.
(2)	Mobile Services Group, Inc. and Mobile Storage Group, Inc. are the Co-Issuers of the Old Notes and the New Notes and are the U.S. borrowers under our New Credit Facility.
(3)	Mobile Storage Group, Inc. is our U.S. operating company.
(4)	The New Credit Facility provides for a five-year $300 million senior secured, asset-based revolving credit facility.
(5)	Our guarantor subsidiaries are as follows: A Better Mobile Storage Company and Mobile Storage Group (Texas), LP.
(6)	Our non-guarantor subsidiaries are as follows: MSG Investments, Inc., Mobile Storage U.K. Finance LP, LIKO Luxembourg International s.a.r.l., Mobile Storage (U.K.) Limited and Ravenstock Tam (Hire) Limited. These non-guarantor subsidiaries did not guarantee the Old Notes and will not guarantee the New Notes due to potential adverse tax implications arising from their status of each as a foreign subsidiary or a holding company of a foreign subsidiary.
(7)	Ravenstock MSG is our U.K. operating company and the U.K. borrower only under the U.K. sublimit of our New Credit Facility but will not guarantee the New Notes offered hereby. There is an £85 million sublimit for U.K. borrowings under the New Credit Facility.

Our Principal Stockholder

          Welsh Carson is our principal stockholder. Welsh Carson is one of the largest and most successful private equity investment firms in the U.S. Since its founding in 1979, it has organized 14 limited partnerships with total capital over $16 billion. Welsh Carson focuses its investment activity exclusively in two industries: information and business services and healthcare. Its strategy is to buy growth businesses in its target industries and build value through both internal growth and acquisitions, realizing superior returns for its investors. Welsh Carson differentiates itself from other private equity firms by its industry specialization, investment track record, operational investment focus, proprietary deal flow and the general partners’ experience.

          Since inception, Welsh Carson has invested in over 135 companies in its core industries and has funded over 650 follow-on acquisitions. Its investment experience provides Welsh Carson with an intrinsic knowledge and leadership position within its target industries, allows it to identify, source, close and add value to its investments and, most importantly, provide superior returns to its

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investors. Investors in Welsh Carson’s previous partnerships include many of the nation’s most prominent institutions, including public and private pension funds, banks, insurance companies, university endowments and other institutional investors. Most of its investors have participated in several Welsh Carson partnerships.

Additional Information

          Our principal executive offices are located at 700 North Brand Boulevard, Suite 1000, Glendale, California 91203, and our telephone number at that address is (818) 253-3200. Our website address is www.mobileservicesgroup.com. The information contained on our website is not part of this prospectus.

Purpose of the Exchange Offer

          On August 1, 2006, we sold, through a private placement exempt from the registration requirements of the Securities Act, $200 million of our 9¾% Senior Notes due 2014, all of which are eligible to be exchanged for New Notes.

          Simultaneously with the private placement, we entered into a registration rights agreement with the initial purchasers of the Old Notes. Under the registration rights agreement, we are required to cause a registration statement for substantially identical notes, which will be issued in exchange for the Old Notes, to be declared effective by the Securities and Exchange Commission (the “SEC”), on or prior to January 30, 2008, unless not permitted by applicable law or SEC policy. We refer to the notes to be registered under this registration statement as “New Notes” and collectively with the Old Notes, we refer to them as the “Notes” in this prospectus. You may exchange your Old Notes for New Notes in this exchange offer. You should read the discussion under the headings “—Summary of the Exchange Offer,” “The Exchange Offer” and “Description of the New Notes” for further information regarding the New Notes.

          We did not register the Old Notes under the Securities Act or any state securities law, nor do we intend to after the exchange offer. As a result, the Old Notes may only be transferred in limited circumstances under the securities laws. If the holders of the Old Notes do not exchange their Old Notes in the exchange offer, they lose their right to have the Old Notes registered under the Securities Act, subject to certain limitations. Anyone who still holds Old Notes after the exchange offer may be unable to resell their Old Notes.

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The Exchange Offer

Securities Offered	$200,000,000 aggregate principal amount of 9¾% Senior Notes due 2014.
The Exchange Offer	We are offering to exchange the Old Notes for a like principal amount at maturity of the New Notes. Old Notes may be exchanged only in integral multiples of $1,000. This exchange offer is being made pursuant to a registration rights agreement dated as of August 1, 2006, which granted the initial purchasers and any subsequent holders of the Old Notes certain exchange and registration rights. This exchange offer is intended to satisfy those exchange and registration rights with respect to the Old Notes. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your Old Notes.
	The form and terms of the New Notes are the same as the form and terms of the Old Notes except that:

•    the New Notes have been registered under the federal securities laws and will not bear any legend restricting their transfers;

• the New Notes bear a different CUSIP number than the Old Notes; and

• the holders of the New Notes will not be entitled to most rights under the registration rights agreements, including the provisions for an increase in the interest rate on the Old Notes in some circumstances contained in the registration rights agreements relating to the Old Notes.

Expiration Date, Withdrawal of      Tender

The exchange offer will expire 5:00 p.m. New York City time, on                , 2007, or a later time if we choose to extend this exchange offer. You may withdraw your tender of Old Notes at any time prior to the expiration date. All outstanding Old Notes that are validly tendered and not validly withdrawn will be exchanged. Any Old Notes not accepted by us for exchange for any reason will be returned to you at our expense as promptly as possible after the expiration or termination of the exchange offer.

Resales

We believe that you can offer for resale, resell and otherwise transfer the New Notes without complying with the registration and prospectus delivery requirements of the Securities Act if:

•    you acquire the New Notes in the ordinary course of business:

• you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the New Notes; and

• you are not an “affiliate” of us, as defined in Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”); and

• you are not a broker-dealer.

If any of these conditions is not satisfied and you transfer any New Notes without delivering a prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. We will not assume or indemnify you against this liability. Each broker-dealer acquiring New Notes issued for its own account in exchange for Old Notes, which it acquired through market-making activities or other trading activities, must acknowledge that it will deliver a prospectus when any New Notes issued in the exchange offer are transferred. A broker-dealer may use this prospectus for an offer to resell, a resale or other retransfer of the New Notes issued in the exchange offer.

Conditions to The Exchange Offer

Our obligation to accept for exchange, or to issue the New Notes in exchange for, any Old Notes is subject to certain customary conditions relating to compliance with any applicable law, or any applicable interpretation by any staff of the SEC, or any order of any governmental agency or court of law. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary. See “The Exchange Offer—Conditions to the Exchange Offer.”

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Procedures for Tendering Notes Held in      the Form of Book-Entry Interests	The Old Notes were issued as global securities and were deposited upon issuance with Wells Fargo Bank, N.A. Wells Fargo Bank, N.A. issued uncertificated depositary interests in the Old Notes, which represent a 100% interest in the Old Notes, to The Depository Trust Company, or DTC. Beneficial interests in the Old Notes, which are held by direct or indirect participants in DTC, are shown on, and transfers of the Old Notes can only be made through, records maintained in book-entry form by DTC. You may tender your outstanding Old Notes by instructing your broker or bank where you keep the Old Notes to tender them for you. In some cases you may be asked to submit the BLUE-colored “Letter of Transmittal” that may accompany this prospectus. By tendering your Old Notes you will be deemed to have acknowledged and agreed to be bound by the terms set forth under “The Exchange Offer.” Your outstanding Old Notes will be tendered in multiples of $1,000. A timely confirmation of book-entry transfer of your outstanding Old Notes into the exchange agent’s account at DTC, under the procedure described in this prospectus under the heading “The Exchange Offer” must be received by the exchange agent on or before 5:00 p.m., New York City time, on the expiration date.
Effect of Not Tendering	Any Old Notes that are not tendered or that are tendered but not accepted will remain subject to the restrictions on transfer. The Old Notes have not been registered under the federal securities laws and therefore bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. Upon the completion of the exchange offer, we will have no further obligations, except under limited circumstances, to provide for registration of the Old Notes under the federal securities laws.
Interest on the New Notes and the Old      Notes	The New Notes will bear interest from the most recent interest payment date to which interest has been paid on the Old Notes. Interest on the Old Notes accepted for exchange will cease to accrue upon the issuance of the New Notes.
United States Federal Income Tax      Considerations	The exchange offer should not result in any income, gain or loss to the holders of Old Notes or to us for United States federal income tax purposes. See “Certain United States Federal Income Tax Considerations.”
Use of Proceeds	We will not receive any proceeds from the issuance of the New Notes in the exchange offer.
Exchange Agent	Wells Fargo Bank, N.A., the trustee under the indenture, is serving as the exchange agent for the exchange offer.
Shelf Registration Statement	In limited circumstances, holders of Old Notes may require us to register their Old Notes under a shelf registration statement.

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Terms of the New Notes

          The form and terms of the New Notes are the same as the form and terms of the Old Notes, except that the New Notes will be registered under the Securities Act. As a result, the New Notes will not bear legends restricting their transfer and will not contain the registration rights and liquidated damage provisions contained in the Old Notes. The New Notes represent the same debt as the Old Notes. The Old Notes and the New Notes are governed by the same indenture and are together considered a single class of securities under that indenture. Unless the context indicates otherwise, we use the term “Notes” in this prospectus to refer collectively to the Old Notes and the New Notes. The following summary contains basic information about the New Notes and is not intended to be complete. For a more complete understanding of the New Notes, please refer to the section entitled “Description of New Notes” in this prospectus.

Issuers	Mobile Services Group, Inc. and Mobile Storage Group, Inc.
Notes Offered	$200,000,000 aggregate principal amount of 9¾% Senior Notes due 2014.
Maturity	August 1, 2014.
Interest Rate	Interest on the New Notes will be payable in cash and will accrue at a rate of 9¾% per annum.
Interest Payment Dates	February 1 and August 1 of each year, commencing February 1, 2008.
Guarantees	The New Notes will be jointly, severally and unconditionally guaranteed by all of our existing and future domestic subsidiaries other than MSG Investments, Inc. and certain of our future immaterial domestic subsidiaries. The New Notes will be guaranteed on a senior unsecured basis. For more details, see “Description of New Notes.”
Ranking	The New Notes and any guarantees will be our, our parent’s and our existing and future subsidiary guarantors’ unsecured senior obligations and:

•    will rank equally in right of payment with all of our, our parent’s and our subsidiary guarantors’ existing and future senior indebtedness;

• will rank senior in right of payment to all of our, our parent’s and our subsidiary guarantors’ existing and future subordinated indebtedness; and

• will rank effectively junior to all of our and our subsidiary guarantors’ existing and future secured indebtedness including indebtedness under our New Credit Facility to the extent of the value of the collateral securing such indebtedness; and

• will rank structurally junior to the indebtedness and other liabilities of any of our subsidiaries that is not a guarantor.

	As of June 30, 2007, we had approximately $384.2 million of total indebtedness.
Optional Redemption	The New Notes will be redeemable at our option, in whole or in part, at any time at the redemption prices set forth in this prospectus, together with accrued and unpaid interest, if any, to the date of redemption. At any time prior to August 1, 2009, we may redeem up to 35% of the original principal amount of the New Notes with the proceeds of one or more equity offerings of our common shares at a redemption price of 109.750% of the principal amount of the New Notes, together with accrued and unpaid interest, if any, to the date of redemption.
Mandatory Offer to Repurchase	The occurrence of a change of control will be a triggering event requiring us to offer to purchase from noteholders all or a portion of the New Notes at a price equal to 101% of their principal amount, together with accrued and unpaid interest, if any, to the date of purchase. Certain asset dispositions will be triggering events that may require us to use the proceeds from those asset dispositions to make an offer to purchase the New Notes at 100% of their principal amount, together with accrued and unpaid interest, if any, to the date of purchase if such proceeds are not otherwise used within 365 days to repay certain secured indebtedness including under our New Credit Facility (with a corresponding reduction in commitment) or to invest in assets related to our business.

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Certain Covenants The indenture, among other things, limits our ability and the ability of our restricted subsidiaries (as defined under “Description of New Notes”) to:

•    incur, assume or guarantee additional indebtedness;

• issue redeemable stock and preferred stock;

• repurchase capital stock;

• make other restricted payments including, without limitation, paying dividends and making investments;

• redeem debt that is junior in right of payment to the New Notes;

• create liens without securing the New Notes;

• sell or otherwise dispose of assets, including capital stock of subsidiaries;

• enter into agreements that restrict dividends from subsidiaries;

• merge, consolidate and sell or otherwise dispose of substantially all our assets;

• enter into transactions with affiliates; and

• enter intio new lines of business.

These covenants are subject to a number of important exceptions and qualifications. However, MSG Parent, our parent holding company, is not subject to any restrictive covenants under the indenture except for the covenant prohibiting merger and consolidation. For more details, see “Description of New Notes.”

Risk Factors

          Investing in the New Notes involves substantial risks. See “Risk Factors” for a description of certain of the risks you should consider before investing in the New Notes.

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Summary Historical and Unaudited Pro Forma Financial Data

          The summary historical consolidated financial data set forth below are derived from our audited consolidated financial statements for the fiscal years ended December 31, 2004, 2005 and the period from January 1, 2006 to August 1, 2006, and the period from August 2, 2006 to December 31, 2006 and from our unaudited consolidated financial statements for the six-month periods ended June 30, 2006 and 2007, respectively. The summary historical financial data for the six-month periods ended June 30, 2006 and 2007 are derived from our unaudited consolidated financial statements, have been prepared on the same basis as the audited consolidated financial statements referred to above and, in the opinion of management, include all normal, recurring adjustments necessary to state fairly the data included therein in accordance with generally accepted accounting principles (“GAAP”) for interim financial information. Interim results are not necessarily indicative of the results to be expected for any other interim period or any fiscal year. The financial information set forth below should be read in conjunction with our audited consolidated financial statements and the related notes, unaudited consolidated financial statements and the related notes, “Unaudited Pro Forma Condensed Consolidated Statement of Income,” “Selected Historical Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” all included elsewhere in this prospectus.

							Period from			Period from
							January 1, 2006			August 2, 2006			Six Months Ended
	Year Ended December 31,						to			to			June 30,
	2004			2005			August 1, 2006			December 31, 2006			2006			2007
	Predecessor						Predecessor			Successor			Predecessor			Successor
													(Unaudited)
	(Dollars in thousands)
Statement of Operations Data:
Revenues:
Lease and lease related	$	127,040		$	143,417		$	91,088		$	75,596		$	77,271		$	88,762
Sales		29,336			35,584			22,410			14,812			19,492			20,091
Total revenues		156,376			179,001			113,498			90,408			96,763			108,853
Costs and expenses:
Cost of sales		21,636			27,114			16,223			10,289			14,077			14,182
Trucking and yard costs		40,811			44,764			27,965			23,053			23,679			27,801
Depreciation and amortization		14,502			19,471			12,191			8,223			10,434			10,126
Selling, general and administrative
expenses		42,129			46,909			32,103			25,797			27,489			35,572
Management fees		422			400			329			29			189			—
Charge for lease fleet impairment		9,155			—			—			—			—			—
Acquisition transaction expenses		—			—			40,306			—			—			—
Income (loss) from operations		27,721			40,343			(15,619	)		23,017			20,895			21,172
Other income (expense):
Interest expense, net		(23,096	)		(26,249	)		(15,557	)		(14,832	)		(13,209	)		(18,630	)
Foreign currency translation gain (loss)		1,013			(1,386	)		212			74			212			473
Loss on early extinguishment of debt		—			(780	)		—			—			—			—
Other income (expense)		270			(241	)		(84	)		(58	)		(85	)		(27	)
Income (loss) from continuing operations
before provision (benefit) for income taxes		5,908			11,687			(31,048	)		8,201			7,813			2,988
Provision (benefit) for income taxes		2,539			4,652			(9,240	)		3,012			3,125			1,249
Income (loss) from continuing operations		3,369			7,035			(21,808	)		5,189			4,688			1,739
Income (loss) from operations of discontinued
operations (net of tax provision (benefit) of
$300, $122, $225, $125, $209 and ($757)
for the years 2004, 2005, the periods from
January 1 to August 1, 2006 and August 2 to
December 31, 2006 and the six months
ended June 30, 2006 and 2007, respectively)		451			184			337			188			313			(1,055	)
Net income (loss)	$	3,820		$	7,219		$	(21,471	)	$	5,377		$	5,001		$	684

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										Period from
							Period from			August 2, 2006
							January 1, 2006			to			Six Months Ended
	Year Ended December 31,						to			December 31,			June 30,
	2004			2005			August 1, 2006			2006			2006			2007
	Predecessor						Predecessor			Successor			Predecessor			Successor
													(Unaudited)
	(Dollars in thousands)
Operating Data:
Branch locations (at period end)(1)		73			76			76			81			76			82
Lease equipment units (at period end)		90,558			99,551			104,308			111,892			103,565			113,483
Average utilization rate(2)		80.3	%		82.2	%		78.7	%		82.2	%		78.6	%		76.2	%
Growth in lease and lease related revenue from
prior comparable period		11.5	%		12.9	%		8.9	%		16.2	%		14.6	%		14.9	%
Other Financial Data:
Capital expenditures:
Acquisitions, net of cash acquired	$	10,737		$	4,890		$	8,757		$	12,155		$	8,757		$	7,184
Purchases of lease equipment		22,660			32,466			17,109			17,483			13,599			22,676
Purchases of property and equipment		4,802			6,266			2,416			2,198			2,053			4,921
Depreciation and amortization		14,502			19,471			12,191			8,223			10,434			10,126
EBITDA(3)		43,506			57,407			(3,300	)		31,256			31,456			31,744
Adjusted EBITDA(3)		52,123			60,951			37,966			32,902			32,152			32,920
Adjusted EBITDA margin(3)(4)		33.3	%		34.1	%		33.5	%		36.4	%		33.2	%		30.2	%

	As of June 30, 2007
	(Dollars in thousands)
	(Unaudited)
Balance Sheet Data:
Lease equipment, net	$	321,396
Total assets		788,117
Total debt		384,196
Stockholders’ equity		278,966

(1)	We define branch locations as locations where we have full-time employees, store our fleet assets, have an office and have assigned such location a branch office number.
(2)	We calculate our utilization rate at the end of each month by dividing the number of units we have on hire to customers plus the number of units pending pick-up by the total number of units in our fleet as of the end of each month.
(3)	EBITDA and adjusted EBITDA are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. These measures are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income, income from operations or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating, investing or financing activities as a measure of liquidity.
	EBITDA is a non-GAAP measure, which we define as earnings before interest expense, income taxes and depreciation and amortization. We calculate adjusted EBITDA by adjusting EBITDA to eliminate the impact of certain items we do not consider to be indicative of the performance of our ongoing operations. You are encouraged to evaluate each adjustment and whether you consider each to be appropriate. In addition, in evaluating EBITDA and adjusted EBITDA, you should be aware that in the future, we may incur expenses similar to the adjustments in the presentation of EBITDA and adjusted EBITDA. Our presentation of EBITDA and adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
	We present EBITDA and adjusted EBITDA because we consider them to be important supplemental measures of our performance and because they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry, many of which present EBITDA and adjusted EBITDA when reporting their results.
	EBITDA and adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Because of these limitations, EBITDA and adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business or to reduce our indebtedness. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and adjusted EBITDA only supplementally.
(4)	Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by total revenues.

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The following is a reconciliation of net income to EBITDA and to adjusted EBITDA:

							Period from			Period from
							January 1,			August 2, 2006
	Year Ended December 31,						2006 to August			to December			Six Months Ended June 30,
	2004			2005			1, 2006			31, 2006			2006			2007
	Predecessor			Predecessor			Predecessor			Successor			Predecessor			Successor
													(Unaudited)
	(Dollars in thousands)
Net income (loss)	$	3,820		$	7,219		$	(21,471	)	$	5,377		$	5,001		$	684
(Income) loss from discontinued operations		(451	)		(184	)		(337	)		(188	)		(313	)		1,055
Net income (loss) from continuing operations		3,369			7,035			(21,808	)		5,189			4,688			1,739
Interest expense, net		23,096			26,249			15,557			14,832			13,209			18,630
Provision (benefit) for income taxes		2,539			4,652			(9,240	)		3,012			3,125			1,249
Depreciation and amortization		14,502			19,471			12,191			8,223			10,434			10,126
EBITDA from continuing operations		43,506			57,407			(3,300	)		31,256			31,456			31,744
Foreign currency translation (gain) loss(a)		(1,013	)		1,386			(212	)		(74	)		(212	)		(473	)
Loss on early extinguishment of debt(b)		—			780			—			—			—			—
Other (income) expense		(270	)		241			84			58			85			27
Non-cash stock option expense(c)		—			—			700			1,662			600			1,622
Management and board fees(d)		484			477			388			—			223			—
Workers’ compensation adjustments(e)		261			660			—			—			—			—
Non-cash asset impairment charge(f)		9,155			—			—			—			—			—
Acquisition transaction expenses(g)		—			—			40,306			—			—			—
Adjusted EBITDA from continuing operations	$	52,123		$	60,951		$	37,966		$	32,902		$	32,152		$	32,920

(a)	Represents adjustments arising from differences in exchange rates from period to period when U.S. dollar-denominated borrowings of our foreign subsidiaries are remeasured at each reporting date using the local currency as the functional currency.
(b)	Represents the incurrence of loss on early extinguishment of debt for the write-off of the remaining unamortized deferred loan costs and the payment of prepayment penalties related to the refinancing of our previous senior credit facility, which we refer to as the “BofA Credit Facility,” in 2005.
(c)	Represents recognition of the cost of all share-based payments to employees, including grants of employee stock options, based on fair values as required by Statement of Financial Accounting Standard (“SFAS”) 123(R) adopted by us effective on January 1, 2006. We estimate the fair value of employee share options using option-pricing models and adjust these estimates throughout the year.
(d)	Represents: (i) management fees paid to our previous equity sponsor which we do not pay to our new equity sponsor and (ii) board fees paid to our previous board of directors in excess of what we pay our new board of directors.
(e)	Represents payments of retroactive supplemental insurance premiums for claims occurring in the period in which the adjustment is made but actually paid in a subsequent period and deduction of the expense of such premium in the period it was actually paid.
(f)	Represents an impairment charge resulting from the identification of specific lease fleet and property and equipment to be held for sale. Their value was impaired using a comparison of estimated fair market value, which was based upon then current estimates of selling prices or scrap values, less selling costs, compared to the carrying value.
(g)	Represents expenses incurred in connection with the Acquisition consisting of (i) the write-off of unamortized deferred financing costs related to the BofA Credit Facility in the amount of approximately $8.1 million, (ii) payment of original issue discount upon early redemption of subordinated notes in the aggregate principal amount of $80 million issued in 2000 and 2001 (the “Subordinated Notes”) in the amount of approximately $8.3 million, (iii) prepayment penalty upon early redemption of the Subordinated Notes in the amount of approximately $3.2 million, (iv) compensation costs related to the acceleration of vesting of stock options in the amount of approximately $2.3 million, (v) write-off of receivables due from CMSI Capital Holdings, Inc. in the amount of $0.5 million and (vi) professional fees and other transaction expenses in the amount of approximately $17.8 million. See Note 1 of our audited consolidated financial statements for additional information.

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RISK FACTORS

          You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business and your investments in the notes. Any of the following risks could materially and adversely affect our business, financial condition or results of operations.

Risks Relating to the Offering

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the Notes.

          We are a highly leveraged company. As of June 30, 2007, we had consolidated indebtedness of approximately $384.2 million. In addition, we had approximately $118.8 million available to borrow under our New Credit Facility, subject to our borrowing base as well as compliance with our covenants and other conditions. Our substantial indebtedness could have important consequences to you. For example, it could:

• make it more difficult for us to satisfy our obligations with respect to our indebtedness, including the Notes;
• increase our vulnerability to general adverse economic and industry conditions;
• require us to dedicate a substantial portion of cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, future acquisitions and other general corporate needs;
• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
• place us at a competitive disadvantage compared to our competitors with less debt; and
• limit our ability to borrow additional funds.

          If we are unable to meet our obligations under our indebtedness, we could be forced to restructure or refinance these obligations, seek equity financing or sell assets. We may be unable to restructure or refinance these obligations, obtain equity financing or sell assets on terms satisfactory to us or at all.

Despite our current levels of indebtedness, we may incur substantially more debt, which could further exacerbate the risks associated with our substantial indebtedness.

          Although our New Credit Facility, the indenture governing the Notes and our other debt obligations contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. As of June 30, 2007, $118.8 million was available for borrowing under our New Credit Facility and we will have the ability to borrow up to an additional $50 million, beyond the $300 million initially available to us, with the consent of our lenders and subject to certain other conditions. In addition, we are not prevented from incurring obligations that do not constitute “indebtedness” as defined in the relevant agreements. If new debt is added to our current debt levels, the related risks that we now face could intensify.

Covenants in the New Credit Facility and the indenture governing the Notes restrict our financial and operating flexibility and, if we are unable to comply with these covenants, our lenders may declare due and payable all outstanding loan payments, thereby harming our operations and growth.

          Our New Credit Facility and the indenture governing the Notes contain a number of covenants, including covenants that restrict our ability and that of certain of our subsidiaries to:

• incur additional indebtedness;
• pay dividends;
• enter into arrangements that restrict the ability of our subsidiaries to pay dividends to us;
• make purchases or redemptions of the Notes;

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• guarantee other obligations;
• incur and pay intercompany debt;
• make capital expenditures;
• make investments or acquisitions;
• repurchase or redeem capital stock;
• sell assets;
• grant or enter into arrangements that restrict our ability to grant liens;
• engage in mergers or consolidations; and
• engage in transactions with affiliates.

          In addition, the terms of the New Credit Facility provide the lenders with a security interest in all of our cash and the cash of the certain of our subsidiaries; the lenders are entitled to perfect such security interest and acquire full cash dominion upon our availability under the New Credit Facility being below certain thresholds or during the existence of a default or event of default. The terms of the New Credit Facility restrict our ability to refinance the Notes. These restrictions could hurt our ability to finance our future operations or our capital needs or to engage in other business activities that may be in our interest. In addition, the New Credit Facility contains certain financial and operating covenants, a minimum interest coverage ratio, a minimum lease fleet utilization ratio, a maximum annual capital expenditures limitation and a maximum total debt to EBITDA ratio. The covenants regarding minimum interest coverage, minimum leverage and fleet utilization will only be tested when aggregate excess availability is below $30 million. Our ability to comply with these covenants, financial ratios and tests may be affected by events beyond our control, such as prevailing economic conditions and changes in the competitive environment. We cannot assure you that we will be in compliance in the future with the covenants in our New Credit Facility or the indenture. A breach of certain of the covenants in the New Credit Facility or the indenture could result in the acceleration of all of our debts and, under the New Credit Facility, the refusal by our lenders to lend us additional funds. Any of the foregoing occurrences could, individually or in the aggregate, harm our results of operations and growth and prevent us from servicing our debt obligations including the Notes.

Because we operate with a significant amount of debt and portions of our indebtedness bear interest at a variable rate, a general increase in interest rates could increase our operating costs, decrease profitability, limit our growth and hinder our ability to pay our outstanding indebtedness.

          We operate with a significant amount of debt relative to our equity. As of June 30, 2007, we had total indebtedness of approximately $384.2 million, of which approximately $181.2 million was borrowed under the New Credit Facility. Our amount of debt makes us more vulnerable to a downturn in the general economy or in the industries we serve. Furthermore, amounts we borrow under the New Credit Facility bear interest at a variable rate. As of June 30, 2007, approximately 47% of our total indebtedness bore interest at a variable rate. Because these rates change with prevailing interest rates, higher prevailing interest rates will increase the amount of interest we have to pay on our debt under the New Credit Facility. Our annual debt service obligations will increase by $1.8 million per year for each 1% increase in the average interest rate we pay based on the balance of variable rate debt outstanding at June 30, 2007. To the extent our exposure to increases in interest rates is not eliminated through interest rate protection or cap agreements, such increases will adversely affect our cash flow, which could harm our profitability, limit our ability to grow and hinder our ability to repay our outstanding indebtedness, including the Notes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosure About Market Risk—Interest Rate Risks” in this prospectus for a more detailed description of interest rate risks.

We have substantial interest expense and we may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under such indebtedness, which may not be successful.

          Net interest expense was $30.4 million and $18.6 million for the year ended 2006 and the six months ended June 30, 2007, respectively. Our ability to make scheduled payments on or to refinance debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. If our

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cash flows and capital resources are insufficient to fund our debt service obligations and other liquidity needs, we may be forced to reduce or delay capital expenditures and acquisitions, sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations and other liquidity needs. In the absence of such cash flows and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or obtain the proceeds which could be realized from them and these proceeds may not be adequate to meet any debt service obligations then due.

Your ability to receive payments on the Notes is junior to those lenders who have a security interest in our assets.

          Our obligations under the Notes and the related guarantees are unsecured, but our obligations under our New Credit Facility are secured by substantially all of the assets of Mobile Services, Ravenstock MSG and our domestic subsidiaries (other than MSG Investments, Inc. and certain immaterial subsidiaries), as well as pledges of all the capital stock or limited partnership interests of our domestic subsidiaries (other than MSG Investments, Inc.) and up to 66% of the capital stock of our first tier foreign subsidiaries and MSG Investments, Inc. If we are declared bankrupt or insolvent, or if we default under our New Credit Facility, the lenders could declare all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we are unable to pay such indebtedness, the lenders could foreclose on the pledged assets to the exclusion of holders of the Notes and the guarantees, even if an event of default exists under the indenture at such time. In any such event, because the Notes and the guarantees are not secured by any of our or our guarantors’ assets, it is possible that there would be no assets remaining from which claims of the holders of Notes could be satisfied or, if any assets remained, they might be insufficient to satisfy such claims fully.

The Notes are effectively subordinated to the debts and other obligations of our non-guarantor subsidiaries.

          While certain of our Issuers’ domestic subsidiaries guarantee the Notes, MSG Investments, Inc. and Ravenstock MSG and our Issuers’ other foreign subsidiaries do not guarantee the Notes. As a result, the Notes are structurally subordinated to all of the indebtedness and other liabilities of any of our non-guarantor subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims and the assets of those subsidiaries before any assets are made available for distribution to us.

          As of June 30, 2007, our non-guarantor subsidiaries had approximately $126.2 million of total liabilities (including indebtedness). Our non-guarantor subsidiaries generated approximately 37% of our total revenues the six months ended June, 30, 2007 and held approximately 26% of our consolidated assets as of June 30, 2007.

To service our indebtedness, we require a significant amount of cash. Our ability to generate or otherwise obtain cash depends on many factors beyond our control.

          Our ability to satisfy our debt obligations from cash flows from operations will depend upon our future financial and operating performance, which, to a certain extent, depends on general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under the New Credit Facility in an amount sufficient to enable us to service our indebtedness, including the Notes. To the extent we are not able to meet our debt obligations, we will be required to pursue one or more alternatives, which may include additional borrowings under the New Credit Facility, restructuring or refinancing borrowings, raising additional equity capital, reducing or delaying capital expenditures and acquisitions, or selling assets. We may not be able to restructure or refinance our debt, obtain additional financing or sell assets on terms satisfactory to us or at all.

We may not have the ability to raise the funds necessary to finance any change of control offer required by the indenture governing our Notes.

          If we undergo a change of control (as defined in the indenture governing the Notes) we may need to refinance large amounts of our debt, including the Notes and borrowings under our New Credit Facility. If a change of control occurs, we must offer to buy back the Notes for a price equal to 101% of the principal amount of the Notes, plus any accrued and unpaid interest. We cannot assure you that there will be sufficient funds available for us to make any required repurchases of the Notes upon a change of control. In addition, our New Credit Facility will prohibit us from repurchasing the Notes until we first repay our New Credit Facility in full in cash. If we fail to repurchase the Notes in that circumstance, it would result in an event of default under the indenture, which would in turn constitute a default under our New Credit Facility. Our New Credit Facility contains, and future indebtedness that we incur may also contain, restrictions on repayment upon a change of control or require the repurchase of such indebtedness upon a change of control. If any change of control occurs, we cannot assure

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you that we will have sufficient funds to satisfy all of our debt obligations. The repurchase requirements may also delay or make it harder for others to effect a change of control. However, certain other corporate events, such as a leveraged recapitalization that would increase our level of indebtedness, would not constitute a change of control under the indenture governing our Notes. See “Description of Notes—Repurchase at the Option of Holders—Change of Control.”

A guarantee could be voided if it constitutes a fraudulent transfer under U.S. bankruptcy or similar state law, which would prevent the holders of our Notes from relying on that guarantor to satisfy claims.

          Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee can be voided, or claims under the guarantee may be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee or, in some states, when payments become due under the guarantee, received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee and:

• was insolvent or rendered insolvent by reason of such incurrence;
• was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or
• intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

          A guarantee may also be voided, without regard to the above factors, if a court found that the guarantor entered into the guarantee with the actual intent to hinder, delay or defraud its creditors.

          If a court were to void a guarantee, you would no longer have a claim against the guarantor. Sufficient funds to repay the Notes may not be available from other sources, including the remaining guarantors, if any. In addition, the court might direct you to repay any amounts that you already received from the guarantor.

          The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the governing law. Generally, a guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;
• the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or
• it could not pay its debts as they became due.

          Each guarantee will limit the guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being voided under fraudulent transfer law.

Our parent company issued subordinated notes in connection with the Transactions which could result in us making cash distributions to our parent company.

          In connection with the Transactions, MSG Parent issued $90 million of the MSG Parent Subordinated Notes to WCAS Capital Partners IV, L.P., an affiliate of Welsh Carson, and a certain strategic co-investor, the proceeds of which were contributed as common equity to MSG Intermediary Co. The proceeds contributed by MSG Parent were paid to us by MSG Intermediary Co., which we used to fund the Transactions. However, we may, two years after closing and subject to satisfaction of certain conditions, make cash distributions to MSG Parent pursuant to the terms of the indenture governing the Notes in order for MSG Parent to make interest payments on such subordinated notes. If we make these cash distributions, it will reduce the amount of cash we have to fund our operations or to service our indebtedness.

If an active trading market does not develop for the New Notes, you may not be able to resell them.

          There is no existing trading market for the New Notes. We do not intend to list the Old Notes or the New Notes on any national securities exchange or to seek the admission of the notes for quotation through the National Association of Securities Dealers Automated Quotation System. Although the initial purchasers of the Old Notes have informed us that they intend to make a market in the New Notes, they are not obligated to do so and may discontinue such market-making activity at any time without notice. In addition, market-making activity will be subject to the limits imposed by the Securities Act and the Exchange Act and may be limited during the exchange offer and the pendency of any shelf registration statement.

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Although the Old Notes are eligible for trading in The PORTAL^TM Market, there can be no assurance as to the development or liquidity of any market for the Old Notes or the New Notes, the ability of the holders of the Old Notes or the New Notes to sell their Old Notes or the New Notes or the price at which the holders would be able to sell their Old Notes or the New Notes.

          The liquidity of any trading market for the New Notes will depend upon the number of holders of the New Notes, our performance, the market for similar securities, the interest of securities dealers in making a market in the New Notes and other factors. As a result, you cannot be sure that an active trading market will develop for the New Notes.

          In addition, the market for non-investment grade debt historically has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the Old Notes and the New Notes. The market for the Old Notes or New Notes, if any, may be subject to similar disruptions that could adversely affect their value and liquidity.

Risks Related to Notes Not Exchanged

If you do not properly tender your Old Notes, your ability to transfer the Old Notes will be adversely affected.

          We will only issue New Notes in exchange for Old Notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the Old Notes, and you should carefully follow the instructions on how to tender your Old Notes. See “The Exchange Offer—Procedures for Tendering Old Notes through brokers and banks.” Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the Old Notes. If you do not tender your Old Notes or if we do not accept your Old Notes because you did not tender your Old Notes properly, then, after we consummate the exchange offer, you may continue to hold Old Notes that are subject to the existing transfer restrictions. In addition, if you tender your Old Notes for the purpose of participating in a distribution of the New Notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the New Notes. If you are a broker-dealer that receives New Notes for your own account in exchange for Old Notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of the New Notes. After the exchange offer is consummated, if you continue to hold any Old Notes, you may have difficulty selling them because there will be fewer Old Notes outstanding. In addition, if a large number of Old Notes are not tendered or are tendered improperly, the limited number of New Notes that would be issued and outstanding after we consummate the exchange offer could lower the market price of the New Notes.

If you do not exchange your Old Notes, your Old Notes will continue to be subject to the existing transfer restrictions and you may be unable to sell your Old Notes.

          We did not register the Old Notes under the Securities Act, nor do we intend to do so following the exchange offer. Old Notes that are not tendered will therefore continue to be subject to the existing transfer restrictions and may be transferred only in limited circumstances under the securities laws. If you do not exchange your Old Notes, you will lose your right to have your Old Notes registered under the federal securities laws, except in limited circumstances. As a result, you will not be able to offer or sell Old Notes except in reliance on an exemption from, or in a transaction not subject to, the Securities Act and any applicable state securities laws.

          Because we anticipate that most holders of Old Notes will elect to exchange their Old Notes, we expect that the liquidity of the market for any Old Notes remaining after the completion of the exchange offer may be substantially limited. Any Old Notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the Old Notes outstanding. Following the exchange offer, if you did not tender your Old Notes you generally will not have any further registration rights. Accordingly, the liquidity of the market for any Old Notes could be adversely affected and you may be unable to sell them.

Risks Relating to Our Business

An economic downturn could reduce customer demand for our portable storage products, thereby harming our results of operations.

          Customers in the construction, retail, services, manufacturing, transportation, communications and utilities industries have historically accounted for the majority of our lease and sales revenues. In 2006, we estimate that we generated:

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• approximately 25% of our total revenues in the U.S. and approximately 39% of our total revenues in the U.K. from our customers in the construction industry;
• approximately 19% of our total revenues in the U.S. and approximately 5% of our total revenues in the U.K. from our customers in the retail industry;
• approximately 18% of our total revenues in the U.S. and approximately 22% of our total revenues in the U.K. from our customers in the services industry;
• approximately 9% of our total revenues in the U.S. and approximately 11% of our total revenues in the U.K. from our customers in the manufacturing industry; and
• approximately 11% of our total revenues in the U.S. and approximately 3% of our total revenues in the U.K. from our customers in the transportation, communications and utilities industries.

          We believe overall economic weakness in the U.S. during 2002 and 2003, including in the commercial construction industry, resulted in decreased customer demand for our portable storage products. If another sustained economic slowdown occurs in any of the industries or markets in which we operate, it could reduce demand for our portable storage products and materially harm our business and results of operations.

Competition could reduce our market share and decrease revenues.

          The markets for portable storage and mobile offices are intensely competitive. In each of our current markets, we face competition from national, regional and local companies who have an established market position in the specific service area. We expect to encounter similar competition in any new markets that we may enter. In addition, in the U.S., we compete on a national level with Mobile Mini, Inc., Williams Scotsman International, Inc. and National Trailer Storage, and in the U.K. we compete on a national level with Elliott Group, GE Modular Space, Speedy Space, Mobile Mini UK and Hewden Mobac Ltd. Competition in our existing markets may also increase considerably in the future. Some of our competitors may have greater market share, less indebtedness, greater pricing flexibility or superior marketing and financial resources. Increased competition could result in lower profit margins, substantial pricing pressure and reduced market share. Price competition, together with other forms of competition, could materially harm our business and results of operations.

Because our customers lease our portable storage products on a month-to-month basis, we could rapidly be adversely affected by an economic downturn.

          Most of our customers lease our portable storage products on a month-to-month basis and are under no obligation to continue to lease our storage products beyond a thirty-day period. In the event of an economic downturn, a significant number of our leased units could be returned during a short period of time requiring us to re-lease a large supply of units. Our failure to effectively re-lease a large influx of units returning from leases could materially harm our business and results of operations.

An inability to obtain additional capital for future growth could harm our results of operations and growth.

          Our expansion through internal growth, capital expenditures and acquisitions requires significant amounts of capital. In addition to net cash provided by operating activities, we have historically financed our internal growth, capital expenditures and acquisitions through the issuance of debt securities, borrowings under credit facilities and private equity offerings. We made capital expenditures of $27.5 million, $38.7 million, $39.2 million and $27.6 in the years ended December 31, 2004, 2005 and 2006 and the six months ended June 30, 2007, respectively. We completed acquisitions with an aggregate cost of $10.7 million, $4.9 million, $20.9 million and $7.2 million, for the years ended December 31, 2004, 2005 and 2006 and the six months ended June 30, 2007, respectively. We did not complete any acquisitions in 2003. Our ability to grow will depend in part on our ability to obtain additional debt and equity financing. We cannot assure you that any such financing will be available on terms satisfactory to us or at all. If we are unable to obtain financing on acceptable terms, we may have to curtail our growth by, among other things, curtailing the expansion of our fleet of portable storage products or our acquisition strategy.

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If we are unable to identify and complete acquisitions, our ability to grow our business will be limited and our financial condition and results of operations will be negatively impacted.

          Since January 2002, we have completed 37 “in-market” acquisitions and 22 new market acquisitions in the U.S. and U.K. In addition, we expect to complete additional acquisitions in the remainder of the year. Our acquisition strategy involves several possible risks, including:

• the inability to find appropriate acquisition candidates in the portable storage industry;
• increases in the price of steel and other raw materials, which could increase the purchase prices of these businesses;
• our dependence on continued access to capital;
• diversion of management’s attention from conducting our operations;
• competition for acquisition targets, which could lead to substantial increases in purchase prices of these businesses; and
• expenses, delays and difficulties of integrating acquired businesses into our existing business structure.

          Our business plan depends on us identifying and acquiring suitable acquisition candidates. If we are unable to continue to acquire and efficiently integrate such businesses and assets, our ability to increase our revenue base and our results of operations could suffer.

Fluctuations between the British pound and U.S. dollar could harm our results of operations.

          We derived approximately 36% of our total revenues in fiscal year 2006 and 37% of our total revenues in the six-month period ended June 30, 2007, from our operations in the U.K. The financial position and results of operations of our U.K. subsidiaries are measured using the British pound as the functional currency. As a result, we are exposed to currency fluctuations both in receiving cash from our U.K. operations and in translating our financial results back into U.S. dollars. We believe the impact of currency fluctuations on us from an operations perspective is mitigated by the fact that the majority of our expenses, capital expenditures and revenues in the U.K. are in British pounds. We do, however, have significant currency exposure as a result of translating our financial results from British pounds into U.S. dollars for purposes of financial reporting. Assets and liabilities of our U.K. subsidiary are translated at the exchange rate in effect at each balance sheet date. Our income statement accounts are translated at the average rate of exchange prevailing during each fiscal quarter. Translation adjustments arising from differences in exchange rates from period to period are included in the accumulated other comprehensive income (loss) in stockholders’ equity. A strengthening of the U.S. dollar against the British pound reduces the amount of income we recognize from our U.K. business. The British pound is currently at or near a multi-year high against the U.S. dollar, and we cannot predict the effects of further exchange rate fluctuations on our future operating results. We are also exposed to additional currency transaction risk when our U.S. operations incur purchase obligations in a currency other than in U.S. dollars and our U.K. operations incur purchase obligations in a currency other than in British pounds. As exchange rates vary, our results of operations and profitability may be harmed. We do not currently hedge our currency transaction or translation exposure, nor do we have any current plans to do so. The risks we face in foreign currency transactions and translation may continue to increase as we further develop and expand our U.K. operations. Furthermore, to the extent we expand our business into other countries, we anticipate we will face similar market risks related to foreign currency translation caused by exchange rate fluctuations between the U.S. dollar and the currencies of those countries.

As a result of the Acquisition, our ability to apply federal income tax net operating loss carryforwards will be limited.

          As a result of the Acquisition, our ability to use our United States federal income tax net operating loss carryforwards to offset our future taxable income may be limited. The Acquisition constituted a change in ownership under Section 382 of the Internal Revenue Code (the “Code”). Section 382 of the Code imposes an annual limitation (generally equal to the value of our stock prior to the ownership change multiplied by the adjusted federal tax-exempt rate, which is set monthly by the Internal Revenue Service, based on prevailing interest rates and equal to 4.3% for July 2007) on our ability to use those net operating loss carryforwards against future taxable income. However, it is possible that the limitation may be increased if we determine that we have significant net built-in gain in our assets as of the time of the ownership change. As of December 31, 2006, we had approximately $79 million of federal net operating loss carryforwards, which expire in various amounts in 2012 through 2024. If we are limited in our ability to use our net operating loss carryforwards in future years in

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which we have taxable income, we will pay more current taxes than if we were able to utilize our net operating loss carryforwards without limitation, which could harm our results of operations.

Reductions in supply or increases in costs of obtaining our portable storage products could harm our results of operations.

          The success of our business model depends in part on our ability to acquire portable storage products at reasonable rates and in a timely manner. An interruption in the supply or increase in our cost to acquire new or used portable storage products could materially harm our results of operations and our ability to expand our fleet. Our ability to purchase new and used portable storage products on favorable terms for our lease fleet or for sale depends on a number of factors, including:

• the volume of and trends in international trade;
• the extent of competition we face in purchasing new and used portable storage products;
• the availability of new and used portable storage products; and
• the prices of steel used to make our portable storage products.

          Of the portable storage products we purchased in 2006, we acquired 30% from our five largest suppliers, including 13% from our largest supplier. We have no material contracts with any supplier entitling us to purchase any material amount of portable storage products in a fixed quantity or at a fixed price. This leaves us exposed to increases in the purchase prices of portable storage products and to an interruption in supplies, either of which may materially harm our business and results of operations.

          Although the price of new and used portable storage products has historically fluctuated, such price has increased in recent years primarily due to the impact of the increases in the global price of steel and generally strong economic conditions.

          Many other businesses compete to purchase portable storage products. Various freight transportation companies, freight forwarders and commercial and retail storage companies purchase new and used portable storage products. Some competing purchasers of new and used portable storage products have access to greater financial resources than we do. As a result, if the number of units available for sale decreases, these competitors may be able to absorb an increase in the cost that we could not. If new and used portable storage product prices continue to increase, we may not be able to acquire enough new units to grow our fleet or meet our customers’ demands, which could result in lower lease and sales volume and decrease our operational efficiencies, thereby harming our business and results of operations. Also, we may not be able to recoup higher costs for portable storage products through higher lease rates, which could reduce our earnings.

We may face risks resulting from purchasing storage containers that are made primarily in China.

          Storage containers are primarily manufactured in China. From 1994 to 2005, the Chinese yuan was pegged to the U.S. dollar at the same fixed exchange rate. In July 2005, the Chinese government adjusted this peg by approximately 2% and since that time has allowed the Chinese yuan to further appreciate slightly. Many economists view this as a first step by the Chinese government in gradually increasing the value of the yuan and the Chinese government is facing significant international pressure to allow its currency to further appreciate. The recent revaluation of the Chinese yuan and any future appreciation in its value against the U.S. dollar may exacerbate the recent price increases we have experienced in purchasing storage containers and may harm our results of operations.

In addition, sourcing products from Chinese manufacturers presents several risks, including:

• economic, political and financial system instability;
• changes in regulatory requirements;
• significant fluctuations in interest rates and inflation;
• imposition of additional taxes or other payments by the Chinese government;
• increases in fuel and other shipping costs;
• disruptions in the supply of storage containers, including as a result of work stoppages in domestic ports; and
• other adverse actions or restrictions imposed by the Chinese government.

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Any of these events may make it significantly more costly or more difficult to obtain the portable storage products we require and may harm our financial condition and results of operations. Also, because of the concentration of manufacturers of storage containers in China, Chinese companies have significant power to act collectively and set prices. If these companies were to use this power to set prices at significantly higher levels, we believe such prices would, at least in the short term, materially increase our capital expenditure costs and harm our results of operations.

Our inability to maintain the quality of our lease fleet could result in the recording of an impairment charge to appropriately reflect the book value of our fleet assets.

          We recorded impairment charges of $5.7 million in 2002 and $9.2 million in 2004 related to our lease fleet. These impairment charges resulted from our inability to lease and maintain in lease-ready condition certain units in our lease fleet over an extended period of time. In the event that we are unable to lease and maintain in lease-ready condition any of the units in our lease fleet, whether in connection with an economic downturn or poor fleet maintenance practices, we may be required to record additional impairment charges in the future and our business and results of operations could be adversely affected.

Our financial performance and operating results may continue to fluctuate.

          Our operating results may sometimes fluctuate due to factors that impact the demand for our products or increase our costs and due to non-cash or non-recurring charges, which in turn influence our operating costs and margins. For example, our net income was $12.7 million in 2003, but declined significantly to $3.8 million in 2004 and increased to $7.2 million in 2005. Because of these fluctuations, quarter to quarter comparisons of our results of operations may not result in an accurate assessment of our business and are not indicative of future results.

If we cannot effectively manage our growth, our business and results of operations could be harmed.

          Our future performance will depend not only on managing the growth of our existing locations but also on our ability to manage growth through acquisitions and new branch openings. These activities, together with required adjustments to the demands of new markets, may strain our existing management and human and other resources. While we are typically able to quickly integrate our acquisitions into our operations, we have occasionally encountered unforeseen difficulties and obstacles in doing so. In particular, we have in the past encountered difficulties in hiring and training branch managers and other employees to handle our expanded operations.

          To successfully manage growth, we will need to continue to identify additional qualified managers and employees to integrate acquisitions within our established operating, financial and other internal procedures and controls. We will also need to effectively motivate, train and manage our employees. We cannot assure you that we will successfully integrate our recent and future acquisitions and new branches into our existing operations. If we fail to effectively manage our growth, our business and results of operations could be harmed.

Our future success depends on the continued service of our executive officers and our ability to recruit and retain qualified branch managers.

          We depend a great deal on the individual efforts and abilities of our executive officers and certain other key employees. If these officers or key employees do not continue to work for us, our operations could be harmed until replacements with suitable experience can be employed. Since 2002, seven of our eight most senior management members have joined the company. We do not maintain key-man life insurance on any of our employees. The loss of any member of our management team could have a material adverse effect on our business and results of operations

          We also rely heavily on the performance and productivity of our branch managers. We have historically experienced a high degree of turnover among our branch managers. As a result, we must continue to recruit a sufficient number of managers to staff new offices and to replace managers lost through attrition or termination. We have, in the past, also encountered difficulties in hiring and training branch managers, in part, because we recruit from a limited pool of qualified candidates who frequently have no prior experience in the portable storage industry. If we are unable to identify and employ managers and employees with sufficient experience, we may elect to forego certain acquisitions that would otherwise help our business to grow or we may not expand existing branch locations or open new branches. In any of these situations, our business and results of operations could be harmed.

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Increases in the cost of fuel may harm our business.

          Our business uses a significant amount of gasoline, and the cost of gasoline has risen significantly in recent years. We may not be able to pass along to our customers any or all of the increased fuel costs we may experience should prices remain at elevated levels or continue to increase, and our failure to pass on these costs could harm our financial condition and results of operations.

Any failure of our management information systems could harm our business and results of operations.

          We depend on our management information systems to actively manage our lease fleet, control capital spending and provide fleet information, including leasing history, condition and availability of our portable storage products. These functions enhance our ability to optimize fleet utilization and redeployment. The inability of our management information systems to operate as we anticipate could damage our reputation with our customers, disrupt our business or result in, among other things, decreased lease and sales revenue and increased overhead costs. Any such failure could harm our business and results of operations.

We are subject to various environmental laws and regulations. Obligations and liabilities under these laws and regulations could materially harm our business.

          We are subject to a variety of national, state, foreign and local environmental laws and regulations. Among other things, these impose limitations and prohibitions on the discharge and emission of, and establish standards for the use, disposal and management of, regulated materials and waste, and impose liability for the costs of investigating and cleaning up, and damages resulting from, present and past spills, disposals or other releases of hazardous substances or materials. In the ordinary course of business, we use and generate substances that are regulated or may be hazardous under environmental laws. We have an inherent risk of liability under environmental laws and regulations, both with respect to ongoing operations and with respect to contamination that may have occurred in the past on our properties or as a result of our operations. From time to time, our operations, or conditions on properties that we have acquired, have resulted in liabilities under these environmental laws. We could, in the future, be required to incur material costs to comply with environmental laws, or sustain material liability from claims concerning noncompliance or contamination. We have no reserves for any such liabilities. We cannot predict what environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted, or what environmental conditions may be found to exist at our facilities or at third party sites for which we may be liable. Enactment of stricter laws or regulations, stricter interpretations of existing laws and regulations or the requirement to undertake the investigation or remediation of currently unknown environmental contamination at our own or third party sites may require us to make additional expenditures, some of which could be material.

Compliance with other governmental regulations could increase our operating costs.

          Our operations in the U.S. are subject to regulation by several federal and state government agencies, including the Occupational Safety and Health Administration and by federal and state laws. Our activities in the U.K. are subject to extensive employment protection legislation. In addition, our U.K. locations and operations are subject to the requirements of the Environmental Protection Act, the Health and Safety at Work Act and the Town and County Planning Acts, and under these statutes, are subject to regulation by the Environment Agency, the Health and Safety Executive and local government authorities. We are not currently aware of any action currently contemplated by any regulatory authority related to any possible non-compliance by or in connection with our operations. We believe that our operations comply in all material respects with all applicable regulatory requirements. Nevertheless, noncompliance with applicable regulations, implementation of new regulations or modifications to existing regulations may increase costs of compliance, require a termination of certain activities or otherwise materially harm our business and results of operations.

Changes in zoning laws restricting the use of portable storage products may harm our business.

          In the U.S. and U.K. we are subject to local zoning laws regulating the use of portable storage products. Most of our customers use our portable storage products on their own properties. Local zoning laws in certain markets prevent some customers from keeping portable storage products on their properties or only permit them if located out of sight from the street. Changes in local zoning laws in existing markets or prohibition of portable storage products by local zoning laws in prospective new markets could harm our business, financial condition and results of operations.

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Our internal controls over financial reporting may not be sufficient to ensure timely and reliable external financial reporting.

          In the future, we will need to take additional steps to implement an internal control structure and procedures for financial reporting, including those contemplated by Section 404 of the Sarbanes-Oxley Act of 2002, that would allow us to produce financial statements and related disclosure within the time periods and in the form required under the Securities Exchange Act of 1934, as amended, or Exchange Act, including on a quarterly basis. We have retained an independent firm to assist in our compliance with the Sarbanes-Oxley Act, with which we will be required to comply in the future. If we fail to successfully implement these improvements to our current internal accounting controls, we may not be able to produce our financial statements and related information on an interim basis as required under the Exchange Act, or meet our reporting obligations under the indenture governing the New Notes. These obligations will require a commitment of additional resources at significant expense to us and may in meeting these requirements require hiring of additional staff or outside consultants and result in the diversion of our senior management’s time and attention from our day to day operations. We cannot assure you that we will be successful in complying with these obligations or that the cost of compliance with them will not adversely impact our business or results of operations.

We are owned by Welsh Carson and their interests as equity holders may conflict with yours as a creditor.

          Welsh Carson, our equity sponsor, indirectly owns a majority of our common stock and controls us. Through its ownership, our equity sponsor will be able to, among other things, elect a majority of the members of our board of directors, appoint new management, amend our certificate of incorporation and approve mergers or sales of substantially all of our assets. The interests of our equity sponsor might conflict with those of the holders of the Notes. For example, the holders of the Notes might want us to raise additional equity from our equity sponsor or other investors to reduce our leverage and pay our debts, while our equity sponsor might not want to increase its investment in us or have its ownership diluted and may instead choose to take other actions, such as selling our assets. See “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Party Transactions.”

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

          This prospectus contains forward-looking statements. Forward-looking statements are statements that are not historical facts, including statements about our beliefs and expectations or any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. Forward-looking statements include, but are not limited to, statements generally preceded by, followed by or that include the words “believe,” “expect,” “anticipate,” “plan,” “estimate,” “intend,” “project,” “targets,” “likely,” “would,” “could” or similar expressions. These statements include, among others, statements regarding our expected business outlook, anticipated financial and operating results, strategies, contingencies, financing plans, working capital needs, sources of liquidity, capital expenditures, amounts and timing of expenditures and contemplated transactions.

          Forward-looking statements reflect our current expectations and are not guarantees of performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Such factors may relate to, among other things:

• general economic conditions, either national or in the states in which we, one or more acquired entities and/or the combined company do business, are less favorable than expected regarding demand for our portable storage products;
• changes in the interest rate environment;
• fluctuations in the exchange rate between the U.S. dollar and the British pound and in the exchange rate between the U.S. dollar and the Chinese yuan;
• our ability to identify and consummate acquisitions and to integrate any acquired businesses;
• the potentially dilutive effect of future acquisitions on current shareholders’ ownership;
• effects of accounting or financial results of one or more acquired entities;
• increases in the cost of fuel;
• reductions in the supply or increases in costs in obtaining our portable storage products (particularly steel);
• our ability to pass along cost increases to our customers;
• continuity of services of members of our senior management team and other key personnel;
• our ability to attract and retain competent branch managers;
• competitive factors in the industries in which we operate;
• changes in governmental, zoning or environmental regulations;
• our ability to generate sufficient cash flow to make interest payments and principal on our debt obligations;
• our ability to comply with covenants contained in our new credit facility and in the indenture under which the New Notes are issued and the effects the restrictions imposed by those covenants may have on our ability to operate our business; and
• conflicts between the interests of our financial sponsor, which has the power to control our affairs and policies, and the interests of our creditors, such as the pursuit of acquisitions that could enhance the equity investments of our sponsor but involve risk to our creditors.

          You should not place undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them in light of new information or future events. These forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties that may cause actual results to differ materially from trends, plans or expectations set forth

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in the forward-looking statements which, as a result, may adversely affect the value of, and our ability to make payments on, the Notes. These risks and uncertainties may include those discussed in the “Risk Factors” section of this prospectus. New risks can emerge from time to time. It is not possible for us to assess all of these risks, nor can we assess the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in the forward-looking statements. Given such risks and uncertainties, we urge you to read this prospectus completely with the understanding that actual future results may differ materially from what we plan or expect.

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THE EXCHANGE OFFER

Purpose of The Exchange Offer

          On August 1, 2006, we sold, through a private placement exempt from the registration requirements of the Securities Act, $200 million of our 9¾% Senior Notes due 2014, all of which are eligible to be exchanged for the New Notes.

          Simultaneously with the private placement, we entered into a registration rights agreement with the guarantors and the initial purchasers of the Old Notes. Under the registration rights agreement, we are required to cause a registration statement for substantially identical notes, which will be issued in exchange for the Old Notes, to be declared effective by the SEC on or prior to January 30, 2008, unless not permitted by applicable law or SEC policy. You may exchange your Old Notes for New Notes in this exchange offer. You should read the discussion under the headings “Prospectus Summary—Summary of the Exchange Offer,” “The Exchange Offer” and “Description of New Notes” for further information regarding the New Notes.

          We did not register the Old Notes under the Securities Act or any state securities law, nor do we intend to after the exchange offer. As a result, the Old Notes may only be transferred in limited circumstances under the securities laws. If the holders of the Old Notes do not exchange their Old Notes in the exchange offer, they will lose their right to have the Old Notes registered under the Securities Act, subject to certain limitations. Anyone who still holds Old Notes after the exchange offer may be unable to resell their Old Notes.

Terms of the Exchange Offer; Period For Tendering Outstanding Old Notes

          We issued the Old Notes on August 1, 2006 and entered into a registration rights agreement with the guarantors and the initial purchasers. The registration rights agreement requires that we register the Old Notes with the SEC and offer to exchange the registered New Notes for the outstanding Old Notes issued on August 1, 2006.

          Upon the terms and subject to the conditions set forth in this prospectus, we will accept any and all Old Notes that were acquired by a noteholder pursuant to Rule 144A or Regulation S validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of New Notes in exchange for each $1,000 principal amount of Old Notes accepted in the exchange offer. Holders may tender some or all of their Old Notes pursuant to the exchange offer. However, Old Notes may be tendered only in integral multiples of $1,000.

           The form and terms of the New Notes are the same as the form and terms of the outstanding Old Notes except that:

(1)	the New Notes bear a different CUSIP number from the Old Notes;
(2)	the New Notes will not contain the registration rights and liquidated damages provisions contained in the outstanding Old Notes;
(3)	interest on the New Notes will accrue from the last interest date on which interest was paid on the Old Notes; and
(4)	the New Notes will be registered under the Securities Act and will therefore not bear legends restricting their transfer.

The New Notes will evidence the same debt as the outstanding Old Notes and will be entitled to the benefits of the indenture.

          Holders of Old Notes do not have any appraisal or dissenters’ rights under the Delaware General Corporation Law or the indenture in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC.

          We will be deemed to have accepted validly tendered Old Notes when, as and if we have given oral or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the New Notes from us.

          If any tendered Old Notes are not accepted for exchange because of an invalid tender, the occurrence of specified other events set forth in this prospectus or otherwise, the certificates for any unaccepted Old Notes will be promptly returned, without expense, to the tendering holder.

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          Holders who tender Old Notes in the exchange offer will not be required to pay brokerage commissions or fees or transfer taxes with respect to the exchange of Old Notes pursuant to the exchange offer. We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See “Fees and Expenses” and “Transfer Taxes” below.

          The exchange offer will remain open for at least 20 full business days. The term “expiration date” will mean 5:00 p.m., New York City time, on , 2007, unless we, in our sole discretion, extend the exchange offer, in which case the term “expiration date” will mean the latest date and time to which the exchange offer is extended.

          To extend the exchange offer, prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date, we will:

(1)	notify the exchange agent of any extension by oral notice (promptly confirmed in writing) or written notice;
(2)	mail to the registered holders an announcement of any extension, and issue a notice by press release or other public announcement before such expiration date.

           We reserve the right, in our sole discretion:

(1)	if any of the conditions below under the heading “Conditions to the Exchange Offer” shall have not been satisfied,
	(a)	to delay accepting any Old Notes;
	(b)	to extend the exchange offer; or
	(c)	to terminate the exchange offer; or
(2)	to amend the terms of the exchange offer in any manner, provided however, that if we amend the exchange offer to make a material change, including the waiver of a material condition, we will extend the exchange offer, if necessary, to keep the exchange offer open for at least five business days after such amendment or waiver; provided further, that if we amend the exchange offer to change the percentage of notes being exchanged or the consideration being offered, we will extend the exchange offer, if necessary, to keep the exchange offer open for at least ten business days after such amendment or waiver.

          Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice to the registered holders.

Procedures for Tendering Old Notes Through Brokers and Banks

          The Old Notes are represented by global book-entry notes. The Depository Trust Company or DTC, as depositary, or its nominee is treated as the registered holder of the Old Notes and will be the only entity that can tender your Old Notes for New Notes. Therefore, to tender Old Notes subject to this exchange offer and to obtain New Notes, you must instruct the institution where you keep your Old Notes to tender your Old Notes on your behalf so that they are received on or prior to the expiration of this exchange offer.

             The BLUE-colored “Letter of Transmittal” shall be used by you to give such instructions.

          IF YOU WISH TO ACCEPT THIS EXCHANGE OFFER, PLEASE INSTRUCT YOUR BROKER OR ACCOUNT REPRESENTATIVE IN TIME FOR YOUR OLD NOTES TO BE TENDERED BEFORE THE 5:00 P.M. (NEW YORK CITY TIME) DEADLINE ON                       , 2007.

To tender your Old Notes in the exchange offer you must represent for our benefit that:

(1)	you are acquiring the New Notes for your outstanding Old Notes in the ordinary course of business;
(2)	you do not have an arrangement or understanding with any person to participate in the distribution of New Notes;

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(3)	you are not an “affiliate” of us, as defined under Rule 405 of the Securities Act;
(4)	if you are not a broker-dealer, you are not engaged in and do not intend to engage in a distribution of the New Notes; and
(5)	if you are a broker-dealer, and acquired the Old Notes as a result of market making activities or other trading activities, you will deliver a prospectus meeting the requirements of the Securities Act in connection with any sale of such New Notes.

          You must make such representations by executing the BLUE-colored “Letter of Transmittal” and delivering it to the institution through which you hold your Old Notes.

          Such institution will have to acknowledge that such representations were made by you.

          You may tender some or all of your Old Notes in this exchange offer. However, your Old Notes may be tendered only in integral multiples of $1,000.

          When you tender your Old Notes and we accept them, the tender will be a binding agreement between you and us as described in this prospectus.

          The method of delivery of Old Notes and all other required documents to the exchange agent is at your election and risk.

          We will decide all questions about the validity, form, eligibility, acceptance and withdrawal of tendered Old Notes, and our reasonable determination will be final and binding on you. We reserve the absolute right to:

(1)	reject any and all tenders of any particular Old Note not properly tendered;
(2)	refuse to accept any Old Note if, in our reasonable judgment or the judgment of our counsel, the acceptance would be unlawful; and
(3)	waive any defects or irregularities or conditions of the exchange offer as to any particular Old Notes before the expiration of the offer.

          Our interpretation of the terms and conditions of the exchange offer will be final and binding on all parties. You must cure any defects or irregularities in connection with tenders of Old Notes as we will reasonably determine. Neither us, the exchange agent nor any other person will incur any liability for failure to notify you or any defect or irregularity with respect to your tender of Old Notes. If we waive any terms or conditions pursuant to (3) above with respect to a noteholder, we will extend the same waiver to all noteholders with respect to that term or condition being waived.

Procedures for Brokers and Custodian Banks; DTC ATOP Account

          In order to accept this exchange offer on behalf of a holder of Old Notes, you must submit or cause your DTC participant to submit an Agent’s Message as described below.

          The exchange agent, on our behalf, will seek to establish an Automated Tender Offer Program, or “ATOP”, account with respect to the Old Notes at DTC promptly after the delivery of this prospectus. Any financial institution that is a DTC participant, including your broker or bank, may make a book-entry tender of outstanding Old Notes by causing the book-entry transfer of such Old Notes into our ATOP account in accordance with DTC’s procedures for such transfers. Concurrently with the delivery of Old Notes, an Agent’s Message in connection with such book-entry transfer must be transmitted by DTC to, and received by, the exchange agent on or prior to 5:00 pm, New York City Time on the expiration date. The confirmation of a book-entry transfer into the ATOP account as described above is referred to herein as a “Book-Entry Confirmation.”

          The term “Agent’s Message” means a message transmitted by the DTC participant to DTC, and thereafter transmitted by DTC to the exchange agent, forming a part of the Book-Entry Confirmation which states that DTC has received an express acknowledgment from the participant in DTC described in such Agent’s Message stating that such participant and beneficial holder agree to be bound by the terms of this exchange offer.

           Each Agent’s Message must include the following information:

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(1)	Account number of the beneficial owner tendering such Old Notes;
(2)	Principal amount of Old Notes tendered by such beneficial owner; and
(3)	A confirmation that the beneficial holder of the Old Notes tendered has made the representations for the benefit of us set forth under “Procedures for Tendering Old Notes Through Brokers or Banks” above.

          BY SENDING AN AGENT’S MESSAGE THE DTC PARTICIPANT IS DEEMED TO HAVE CERTIFIED THAT THE BENEFICIAL HOLDER FOR WHOM OLD NOTES ARE BEING TENDERED HAS BEEN PROVIDED WITH A COPY OF THIS PROSPECTUS.

          The delivery of Old Notes through DTC, and any transmission of an Agent’s Message through ATOP, is at the election and risk of the person tendering the Old Notes. We will ask the exchange agent to instruct DTC to promptly return the Old Notes, if any, that were tendered through ATOP but were not accepted by us, to the DTC participant that tendered such Old Notes on behalf of holders of the Old Notes.

Acceptance of Outstanding Old Notes For Exchange; Delivery of New Notes Issued in The Exchange Offer

          We will accept validly tendered Old Notes when the conditions to the exchange offer have been satisfied or we have waived them. We will have accepted our validly tendered Old Notes when we have given oral or written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the New Notes from us. If we do not accept any tendered Old Notes for exchange because of an invalid tender or other valid reason, the exchange agent will promptly return the Old Notes, without expense, to the tendering holder through DTC. If a holder has tendered Old Notes by book-entry transfer, we will credit the Old Notes to an account maintained with DTC. We will credit the account at DTC promptly after the exchange offer terminates or expires.

          THE AGENT’S MESSAGE MUST BE TRANSMITTED TO THE EXCHANGE AGENT ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Withdrawal Rights

          You may withdraw your tender of outstanding Old Notes at any time before 5:00 p.m., New York City time, on the expiration date.

          For a withdrawal to be effective, you should contact your bank or broker where your Old Notes are held and have them send an ATOP notice of withdrawal so that it is received by the exchange agent before 5:00 p.m., New York City time, on the expiration date. Such notice of withdrawal must:

(1)	specify the name of the person that tendered the Old Notes to be withdrawn;
(2)	identify the Old Notes to be withdrawn, including the CUSIP number and principal amount at maturity of the Old Notes; and
(3)	specify the name and number of an account at DTC to which your withdrawn Old Notes can be credited.

          We will decide all questions as to the validity, form and eligibility of the notices and our determination will be final and binding on all parties. Any tendered Old Notes that you withdraw will not be considered to have been validly tendered. We will promptly return any outstanding Old Notes that have been tendered but not exchanged, or credit them to the DTC account. You may re-tender properly withdrawn Old Notes by following one of the procedures described above before the expiration date.

Conditions to The Exchange Offer

          Notwithstanding any other provision herein, we are not required to accept for exchange, or to issue New Notes in exchange for, any outstanding Old Notes. We may terminate or amend the exchange offer, before the expiration of the exchange offer:

(1)      if any federal law, statute, rule or regulation has been adopted or enacted that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

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(2)	if any stop order is threatened or in effect with respect to the registration statement that this prospectus is a part of or the qualification of the indenture under the Trust Indenture Act of 1939; or
(3)	if there is a change in the current interpretation by the staff of the SEC that permits holders who have made the required representations to us to resell, offer for resale, or otherwise transfer New Notes issued in the exchange offer without registration of the New Notes and delivery of a prospectus, as discussed above.

          These conditions are for our sole benefit and we may assert them at any time before the expiration of the exchange offer. Our failure to exercise any of the foregoing rights will not be a waiver of our rights.

Exchange Agent

          You should direct questions, requests for assistance, and requests for additional copies of this prospectus and the BLUE-colored “Letter of Transmittal” to the exchange agent at:

Wells Fargo Bank, N.A.

by facsimile or	by hand delivery:	by registered/certified mail:	by regular mail or overnight courier:
telephone:
Facsimile no.:	Wells Fargo Bank, N.A.	Wells Fargo Bank, N.A.	Wells Fargo Bank, N.A.
(612) 667-6282	Corporate Trust Services	Corporate Trust Operations	Corporate Trust Operations
Telephone no.:	Northstar East Building—12th	MAC N9303-121	MAC N9303-121
(800) 344-5128	Floor	P.O. Box 1517	6th & Marquette Avenue
or	608 Second Avenue South	Minneapolis, MN 55480	Minneapolis, MN 55479
(612) 667-9764	Minneapolis, MN 55402
Attn: Bondholder	Attn: Reorganization	Attn: Reorganization	Attn: Reorganization
Communication

Delivery to an address other than set forth above will not constitute a valid delivery.

Fees and Expenses

          We will not make any payment to brokers, dealers, or others soliciting acceptances of the exchange offer except for reimbursement of mailing expenses.

          We will pay the estimated cash expenses connected with the exchange offer.

Accounting Treatment

          The New Notes will be recorded at the same carrying value as the existing Old Notes, as reflected in our accounting records on the date of exchange. Accordingly, we will recognize no gain or loss for accounting purposes. The expenses of the exchange offer will be expensed over the term of the New Notes.

Transfer Taxes

          If you tender outstanding Old Notes for exchange you will not be obligated to pay any transfer taxes. However, if you instruct us to register New Notes in the name of, or request that your Old Notes not tendered or not accepted in the exchange offer be returned to, a person other than you, you will be responsible for paying any transfer tax owed.

YOU MAY SUFFER ADVERSE CONSEQUENCES IF YOU FAIL TO EXCHANGE OUTSTANDING OLD NOTES.

          If you do not tender your outstanding Old Notes, you will not have any further registration rights, except for the rights described in the registration rights agreement and described above, and your Old Notes will continue to be subject to restrictions on transfer when we complete the exchange offer. Accordingly, if you do not tender your Old Notes in the exchange offer, your ability to sell your Old Notes could be adversely affected. Once we have completed the exchange offer, holders who have not tendered Old Notes will not continue to be entitled to any increase in interest rate that the indenture provides for if we do not complete the exchange offer.

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Consequences of Failure to Exchange

          The Old Notes that are not exchanged for New Notes pursuant to the exchange offer will remain restricted securities. Accordingly, the Old Notes may be resold only:

(1)	to us upon redemption thereof or otherwise;
(2)	so long as the outstanding securities are eligible for resale pursuant to Rule 144A, to a person inside the United States who is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, in accordance with Rule 144 under the Securities Act, or pursuant to another exemption from the registration requirements of the Securities Act, which other exemption is based upon an opinion of counsel reasonably acceptable to us;
(3)	outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 of Regulation S under the Securities Act; or
(4)	pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States.

Resale of the New Notes

          With respect to resales of the New Notes, based upon interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that a holder or other person who receives New Notes (other than a person that is our “affiliate” within the meaning of Rule 405 under the Securities Act) in exchange for Old Notes in the ordinary course of business and who is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in the distribution of the New Notes, will be allowed to resell the New Notes to the public without further registration under the Securities Act and without delivering to the purchasers of the New Notes a prospectus that satisfies the requirements of Section 10 of the Securities Act. However, if any holder acquires New Notes in the exchange offer for the purpose of distributing or participating in a distribution of the New Notes, the holder cannot rely upon the position of the staff of the SEC expressed in the no-action letters or any similar interpretive letters, and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available. Further, each broker-dealer that receives New Notes for its own account in exchange for Old Notes, where the Old Notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the New Notes.

Shelf Registration

          The registration rights agreement also requires that we file a shelf registration statement if:

(1)	we cannot file a registration statement for the exchange offer because the exchange offer is not permitted by law or SEC policy;
(2)	a law or SEC policy prohibits a holder from participating in the exchange offer;
(3)	a holder cannot resell the New Notes it acquires in the exchange offer without delivering a prospectus and this prospectus is not appropriate or available for resales by the holder; or
(4)	a holder is a broker-dealer and holds Notes acquired directly from us or one of our affiliates.

          We will also register the New Notes under the securities laws of jurisdictions that holders may request before offering or selling New Notes in a public offering. We do not intend to register New Notes in any jurisdiction unless a holder requests that we do so.

          Old Notes may be subject to restrictions on transfer until:

(1)	a person other than a broker-dealer has exchanged the Old Notes in the exchange offer;
(2)	a broker-dealer has exchanged the Old Notes in the exchange offer and sells them to a purchaser that receives a prospectus from the broker-dealer on or before the sale;
(3)	the Old Notes are sold under an effective shelf registration statement that we have filed; or
(4)	the Old Notes are sold to the public under Rule 144 of the Securities Act.

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USE OF PROCEEDS

          This exchange offer is intended to satisfy our obligations under the registration rights agreement, dated August 1, 2006, by and among us, the guarantors and the initial purchasers of the Old Notes. We will not receive any cash proceeds from the issuance of the New Notes. In consideration for issuing the New Notes contemplated in this prospectus, you will receive outstanding securities in like principal amount, the form and terms of which are the same as the form and terms of the Old Notes, except as otherwise described in this prospectus. The Old Notes surrendered in exchange for New Notes will be retired and canceled. Accordingly, no additional debt will result from the exchange. We have agreed to bear the expense of the exchange offer.

CAPITALIZATION

          The following table sets forth our cash and cash equivalents and our capitalization as of June 30, 2007. This table should be read in conjunction with the sections entitled “Use of Proceeds,” “Selected Consolidated Historical Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes to those statements included elsewhere in this prospectus.

					As of June 30, 2007
					(Unaudited)
					(Dollars in thousands)
		Cash and cash equivalents		$	794
		Debt:
			9¾% Senior Notes Due 2014	$	200,000
			Senior revolving credit facility(1)		181,157
			Capital leases and other notes payable		3,039
			Total debt		384,196
		Total stockholders’ equity			278,966
		Total capitalization		$	663,162
____________________
(1	)		As of June 30, 2007, we had $118.8 million of remaining availability on our senior revolving credit facility.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

          The following unaudited pro forma condensed consolidated statement of income of Mobile Services for the year ended December 31, 2006 is presented to show how the operating results of Mobile Services might have looked if the Acquisition had occurred on January 1, 2006. The actual operating results shown in the following table reflect the combined results of operations of Mobile Services during the periods from (i) January 1, 2006 to August 1, 2006 prior to the completion of the Acquisition as the predecessor company (the “Predecessor), and (ii) August 2, 2006 to December 31, 2006 after the completion of the Acquisition as the successor company (the “Successor). We describe the assumptions underlying the pro forma adjustments in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed consolidated statement of income.

          The unaudited pro forma condensed consolidated statement of income should not be considered indicative of actual results that would have been achieved had the Acquisition been consummated on January 1, 2006 and do not purport to indicate consolidated statement of operations data or other financial data as of any future date or for any future period.

          The unaudited pro forma condensed consolidated statement of income should be read in conjunction with the information contained in “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements and related notes appearing elsewhere in this offering memorandum.

		Year Ended December 31, 2006
					Pro Forma
		Actual			Adjustments			As Adjusted
Revenues:					(Dollars in thousands)
Lease and lease related	$	166,684		$	—		$	166,684
Sales		37,222			—			37,222
Total revenues		203,906			—			203,906
Costs and expenses:
Cost of sales		26,512			—			26,512
Trucking and yard costs		51,018			—			51,018
Depreciation and amortization		20,414			(1,605	)(1)		18,809
Selling, general and administrative expenses		57,900			—			57,900
Management fees		358			(358	)(2)		—
Acquisition transaction expenses		40,306			(40,306	)(3)		—
Income from operations		7,398			42,269			49,667
Other income (expense):
Interest expense, net		(30,389	)		(4,510	)(4)		(34,899	)
Foreign currency transaction gain		286			—			286
Other expense		(142	)		—			(142	)
Income (loss) before provision for income taxes and discontinued operations		(22,547	)		37,759			14,912
Provision (benefit) for income taxes		(6,228	)		12,193	(5)		5,965
Income (loss) before discontinued operations		(16,619	)		25,566			8,947
Income from discontinued operations		525			—			525
Net income (loss)	$	(16,094	)	$	25,566		$	9,472

The accompanying notes are an integral part of the unaudited pro forma condensed consolidated statement of income.

35

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

(1)	This adjustment reflects (i) the decrease in depreciation expense related to our lease equipment resulting from the adjustment to fair value as of the date of the Acquisition, and (ii) the increase in amortization expense resulting from the amortization of intangible assets recorded in connection with the Acquisition, primarily allocated to customer relationships.
(2)	This adjustment represents the elimination of management fees charged by our former majority stockholder as we are no longer being charged such management fees subsequent to the Acquisition.
(3)	This adjustment represents the elimination of transaction expenses related to the Acquisition based on the pro forma assumption that such transaction expenses are not related to the normal operations of Mobile Services.
(4)	The adjustment to interest expense relates to the period from January 1, 2006 to August 1, 2006 prior to the actual consummation of the Acquisition and is comprised of the following:

		Period from
		January 1, 2006 to
		August 1, 2006
Net interest expense, as reported	$	(15,557	)
Interest expense on new indebtedness incurred in
connection with the Acquisition		18,759
Amortization of deferred financing costs on new
indebtedness incurred in connection with the
Acquisition		1,308
Total adjustment	$	4,510

           In determining pro forma interest expense, we have assumed LIBOR is 5.34%, the LIBOR rate as of June 30, 2007. See “Description of Other Indebtedness.”

(5)      This adjustment represents the tax effect of pro forma adjustments to income before income taxes based on an assumed effective tax rate of 40% for the year ended December 31, 2006.

36

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

          The selected historical consolidated financial data set forth below are derived from our audited consolidated financial statements as of and for the fiscal years ended December 31, 2002, 2003, 2004, 2005 and the period from January 1, 2006 to August 1, 2006, and the period from August 2, 2006 to December 31, 2006 and from our unaudited consolidated financial statements as of and for the six-month periods ended June 30, 2006 and 2007. The selected historical financial data as of and for the six-month periods ended June 30, 2006 and 2007 are derived from our unaudited consolidated financial statements, have been prepared on the same basis as the audited consolidated financial statements referred to above and in the opinion of management, include all normal, recurring adjustments necessary to state fairly the data included therein in accordance with GAAP for interim financial information. Interim results are not necessarily indicative of the results to be expected for any other interim period or any fiscal year. The financial information set forth below should be read in conjunction with our audited consolidated financial statements and the related notes, unaudited consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” all included elsewhere in this prospectus.

																Period from
													Period from			August 2, 2006
													January 1, 2006			to			Six Months Ended
	Year Ended December 31,												to			December 31,			June 30,
	2002			2003			2004			2005			August 1, 2006			2006			2006			2007
	Predecessor												Predecessor			Successor			Predecessor			Successor
																				(Unaudited)
											(Dollars in thousands)
Statement of Operations Data:
Revenues:
Lease and lease related	$	108,056		$	113,975		$	127,040		$	143,417		$	91,088		$	75,596		$	77,271		$	88,762
Sales		28,380			31,064			29,336			35,584			22,410			14,812			19,492			20,091
Total revenues		136,436			145,039			156,376			179,001			113,498			90,408			96,763			108,853
Costs and expenses:
Cost of sales		20,680			23,064			21,636			27,114			16,223			10,289			14,077			14,182
Trucking and yard costs		32,782			35,858			40,811			44,764			27,965			23,053			23,679			27,801
Depreciation and amortization		12,722			13,806			14,502			19,471			12,191			8,223			10,434			10,126
Selling, general and administrative expenses		37,736			39,037			42,129			46,909			31,403			24,135			26,889			33,950
Other selling, general and administrative
expenses—stock related compensation		8,876			—			—			—			700			1,662			600			1,622
Restructuring		(321	)		—			—			—			—			—			—			—
Management fees to majority shareholder		366			445			422			400			329			29			189			—
Abandoned offering costs		3,407			(613	)		—			—			—			—			—			—
Charge for lease fleet impairment		5,653			—			9,155			—			—			—			—			—
Acquisition transaction expenses		—			—			—			—			40,306			—			—			—
Income from operations		14,535			33,442			27,721			40,343			(15,619	)		23,017			20,895			21,172
Other income (expense)
Interest expense, net		(21,996	)		(20,393	)		(23,096	)		(26,249	)		(15,557	)		(14,832	)		(13,209	)		(18,630	)
Foreign currency transaction gain (loss)		302			7,267			1,013			(1,386	)		212			74			212			473
Loss on early extinguishment of debt		—			(1,424	)		—			(780	)		—			—			—			—
Other income (expense)		27			(26	)		270			(241	)		(84	)		(58	)		(85	)		(27	)
Income (loss) from continuing operations
before provision (benefit) for income taxes		(7,132	)		18,866			5,908			11,687			(31,048	)		8,201			7,813			2,988
Provision (benefit) for income taxes		1,238			7,449			2,539			4,652			(9,240	)		3,012			3,125			1,249
Income (loss) from continuing operations		(8,370	)		11,417			3,369			7,035			(21,808	)		5,189			4,688			1,739
Income (loss) from operations of
discontinued operations (net of tax
provision (benefit) of $818, $871, $300,
$122, $225, $125, $209 and $(757) for
the years 2002, 2003, 2004, 2005, the
periods from January 1 to August 1,
2006 and August 2 to December 31,
2006, and the six months ended June 30,
2006 and 2007, respectively)		1,228			1,307			451			184			337			188			313			(1,055	)
Net income (loss)	$	(7,142	)	$	12,724		$	3,820		$	7,219		$	(21,471	)		5,377		$	5,001		$	684

37

																Period from
													Period from			August 2, 2006
													January 1, 2006			to			Six Months Ended
	Year Ended December 31,												to			December 31,			June 30,
	2002			2003			2004			2005			August 1, 2006			2006			2006				2007
	Predecessor															Successor			Predecessor				Successor
																				(Unaudited)
											(Dollars in thousands)
Other Data:
Capital expenditures:
Acquisitions, net of cash acquired	$	10,103		$	—		$	10,737		$	4,890		$	8,757		$	12,155		$	8,757		$	7,184
Purchases of lease equipment		14,121			7,269			22,660			32,466			17,109			17,483			13,599			22,676
Purchases of property and equipment		3,352			1,873			4,802			6,266			2,416			2,198			2,053			4,921
Ratio of earnings to fixed charges(1)		—			1.9	x		1.3	x		1.4	x		—			1.5	x		1.6	x		1.1	x
Cash flows provided by (used in):
Operating activities		20,527			28,274			24,967			35,195			21,300			24,602			18,175			30,896
Investing activities		(27,576	)		(8,332	)		(38,199	)		(42,598	)		(28,282	)		(366,136	)		(24,409	)		(34,781	)
Financing activities		10,199			(23,556	)		12,203			9,349			7,233			340,859			6,446			2,269
Operating Data:
Branch locations (at period end)(2)		67			67			73			76			76			81			76			82
Lease equipment units (at period end)		82,963			84,976			90,558			99,414			104,308			111,868			103,565			113,483
Average utilization rate (3)		80.5	%		81.8	%		80.3	%		82.2	%		78.7	%		82.2	%		78.6	%		76.2	%
Growth in lease and lease related revenue
from prior comparable period		33.6	%		5.5	%		11.5	%		12.9	%		8.9	%		16.2	%		14.6	%		14.9	%
Foreign currency exchange rate(4)
Average during each period(5)		1.50			1.64			1.83			1.82			1.80			1.91			1.79			1.97
As of the end of each period		1.60			1.78			1.93			1.72			1.86			1.96			1.82			2.00
				As of December 31,															As of June 30,
	2002			2003			2004			2005			2006						2006				2007
	Predecessor												Successor						Predecessor				Successor
																				(Unaudited)
											(Dollars in thousands)
Balance Sheet:
Lease equipment, net	$	221,426		$	228,893		$	246,492		$	257,498		$	301,630					$	275,706		$	321,396
Total assets		359,885			371,350			402,934			415,161			761,431						443,079			788,117
Total debt		229,416			217,547			238,987			250,247			375,535						262,921			384,196
Stockholders’ equity		67,147			82,226			86,838			80,864			274,496						87,204			278,966

____________________
(1)	For this computation, earnings consist of income before income taxes plus fixed charges. Fixed charges consist of net interest expense plus the portion of rent expense representative of the interest factor (deemed to be one-third of rent expense). For the year ended December 31, 2002 and the period from January 1, 2006 to August 1, 2006, our earnings were inadequate to cover fixed charges in the amount of $5,904 and $30,711, respectively.
(2)	We define branch locations as locations where we have full-time employees, store our fleet assets, have an office and have assigned such location a branch office number.
(3)	We calculate our utilization rate at the end of each month by dividing the number of units we have on hire to customers plus the number of units pending pick-up by the total number of units in our fleet as of the end of each month.
(4)	Foreign currency exchange rate shown based on the U.S. dollar equivalent of one British pound.
(5)	The average foreign currency exchange rate is calculated by dividing the sum of the market exchange rates at the end of each day during each period by the total number of days during each period.

38

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

          Mobile Services Group, Inc. (which may be referred to as “Mobile Services,” “we,” “us,” “our” or “the Company”) was acquired on August 1, 2006 and in accordance with Securities and Exchange Commission rules has applied “push down accounting” to its post-Acquisition consolidated financial statements to reflect the new basis of accounting. For more information, see our consolidated financial statements and the related notes included elsewhere in this report. All references in this section to events or activities which occurred prior to the completion of the Acquisition on August 1, 2006 relate to Mobile Services Group, Inc., as the predecessor company (the “Predecessor”). All references in this section to events or activities which occurred after completion of the Acquisition on August 1, 2006 relate to Mobile Services Group, Inc., as the successor company (the “Successor”).

          For purposes of the discussions below, we combined the results of operations of the Predecessor and Successor during the twelve months ended December 31, 2006 in order to achieve a meaningful comparison of our results of operations during the periods indicated in 2005 and 2006.

Overview

          We are a leading international provider of portable storage products with a lease fleet of over 117,000 portable storage containers, trailers and mobile offices and 86 branch locations throughout the U.S. and U.K. We focus on leasing portable storage products, and, to complement our core leasing business, we also sell portable storage products. Our storage containers and storage trailers provide secure, convenient and cost-effective on-site storage of inventory, construction supplies, equipment and other goods. Our mobile office units provide temporary office space and employee facilities for, among other uses, construction sites, trade shows, special events and building refurbishments. During 2006, we leased or sold our portable storage products to over 45,000customers in diverse end markets ranging from large companies with a national presence to small local businesses.

          We currently have 66 branch locations in the U.S. and revenues attributable to our operations in the U.S. accounted for approximately 58%, 59% and 64% of our total revenues during the years ended December 31, 2004, 2005 and 2006, respectively, and 63% of our total revenues during the six months ended June 30, 2007. We currently have 20 branch locations in the U.K. and revenues attributable to our operations in the U.K. accounted for approximately 42%, 41% and 36% of our total revenues during the years ended December 31, 2004, 2005 and 2006, respectively, and 37% of our total revenues during the six months ended June 30, 2007.

Recent Developments

          Acquisition. On August 1, 2006, MSG Parent, an entity controlled by affiliates of Welsh Carson, and its affiliates acquired control of the capital stock of Mobile Services in exchange for consideration of approximately $606 million, subject to certain adjustments and excluding fees and expenses. The acquisition was financed with $362 million of debt financing and $264 million of cash common equity contributions from Welsh Carson and its affiliates and certain members of our management and certain other strategies co-investors. A portion of the consideration was used to repay in full our senior secured credit facility (the “BofA Credit Facility”), to repay in full all of our Subordinated Notes, and to redeem all of our issued and outstanding preferred stock.

           The $362 million of debt financing consists of the following:

(i)	$200 million of 9¾% Senior Notes due 2014, which we refer to as the “Old Notes”, issued by us and our wholly-owned subsidiary, Mobile Storage Group, Inc. on the closing date of the Acquisition; and
(ii)	a new $300 million senior secured, asset-based revolving credit facility, which we refer to as the “New Credit Facility”, which includes a £85 million U.K. borrowing sublimit. A total of $162 million was drawn on the New Credit Facility on the closing date, including £37.7 million drawn under our U.K. borrowing sublimit. The New Credit Facility matures on August 1, 2011.

          In connection with the consummation of the Acquisition in August 2006, we (i) forgave $0.5 million of receivables due from affiliates and (ii) redeemed all of our issued and outstanding preferred stock, including all preferred dividend payments due which totaled approximately $28.9 million. Additionally, the Acquisition resulted in a change of control, as defined by our 2005 stock option plan, which resulted in the immediate vesting of all outstanding and unvested options under the 2005 stock option plan.

39

          Discontinued Operations. During the fourth quarter of 2006, we committed to plans to sell our Action Trailer Sales division (“Action”), thereby meeting the held-for-sale criteria set forth in Statement of Financial Accounting Standard (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Action is comprised of three locations in the U.S., which are primarily engaged in the business of buying and selling used trailers. In accordance with SFAS No. 144 and EITF Issue No. 03-13, “Applying the Conditions in Paragraph 42 of FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, in Determining Whether to Report Discontinued Operations,” the net assets of Action are presented separately as assets held for sale and the operating results of Action are presented within discontinued operations. Prior period financial results were reclassified to conform to these changes in presentation.

Key Financial Measures

          The following key financial measures are used by our management to operate and assess the performance of our business: revenues and costs of operations.

          Revenues. Lease and lease related revenues represented approximately 80% of our total revenues during the six months ended June 30, 2006 and approximately 82% of our total revenues during the six months ended June 30, 2007, respectively. We derive our leasing revenues primarily from the leasing of portable storage products. Included in our lease and lease related revenues are services related to leasing such as charges for a damage waiver and lease equipment repairs. Also included in lease and lease related revenues are the fees that we charge for the delivery and pick-up of our leasing equipment to and from our customers’ premises, delivery of equipment we sell to our customers and repositioning our leasing equipment.

          In addition to our lease and lease related revenues, we also generate revenues from selling containers, trailers and mobile offices to our customers. Sales represented approximately 20% of our total revenues during the six months ended June 30, 2006 and approximately 18% of our total revenues during the six months ended June 30, 2007, respectively. Included in our sales revenues are charges for modifying or customizing sales equipment to customers’ specifications.

           Costs of Operations. Our costs of operations consist primarily of:

• cost of sales;
• trucking and yard costs;
• selling, general and administrative expenses;
• depreciation and amortization expenses; and
• interest expense.

          Our cost of sales includes the cost of purchasing and refurbishing equipment that we sell to our customers. Trucking costs include the salaries and other payroll-related costs of our trucking personnel, the costs of operating and maintaining our transportation equipment, including fuel costs, and, when necessary, the cost of hiring outside transportation companies to deliver and pick up our portable storage products. Yard costs include the salaries and other payroll-related costs of our yard personnel, the costs associated with the maintenance and repair of our lease fleet, the costs of outside shop repairs and the expense of subleasing equipment. Our selling, general and administrative expenses include all costs associated with our selling efforts, including marketing costs and salaries and commissions of our marketing and sales staff. These expenses also include our overhead costs, such as salaries of our administrative, corporate and branch personnel and the leasing of our facilities. Depreciation and amortization expenses are comprised primarily of costs related to depreciation of our lease fleet and our transportation equipment. Interest expense, which is primarily attributable to our credit facilities and other debt obligations, is also a significant expense of the business.

Critical Accounting Policies

          The preparation of our financial statements, in accordance with generally accepted accounting principles (“GAAP”), requires us to make estimates and assumptions affecting the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates and judgments on an ongoing basis. We base our estimates and judgments on historical experience and on various other factors we believe to be reasonable under the circumstances, the

40

results of which form the basis for making judgments about the carrying values of assets and liabilities not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.

          We believe the following critical accounting policies and the related judgments and estimates affect the preparation of our consolidated financial statements:

          Revenue Recognition. We lease and sell various types of storage containers, trailers and mobile offices to customers. Leases to customers are generally on a short-term basis, qualifying as operating leases. The aggregate lease payments are generally less than the purchase price of the equipment. Revenue is recognized as earned in accordance with the lease terms established by the lease agreements and when collectibility is reasonably assured. Revenue from sales of equipment is recognized upon delivery and when collectibility is reasonably assured.

          Revenue from sales and lease equipment unit delivery and hauling is recognized when these services are provided. Costs associated with these activities are included in trucking and yard costs in the consolidated statements of income.

          Customers in the U.S. are generally billed in advance for each 28-day period and customers in the U.K. are generally billed monthly in arrears. Deferred revenue is recorded for the unearned portion of pre-billed lease income.

          Depreciation of Lease Equipment. Lease equipment consists primarily of storage containers, storage trailers and mobile offices. The lease equipment is recorded at cost and depreciated on a straight-line basis over their estimated useful lives, as follows: containers – 20 years; trailers and portable steel offices – 15 years; portable timber offices – 10 years. Salvage values are determined when the lease equipment is acquired and are typically 70% for containers and 10% for trailers and steel and timber mobile offices. Management believes the estimated salvage values for our portable storage products do not cause carrying values to exceed net realizable values. Normal repairs and maintenance to lease equipment are expensed as incurred and included in yard costs.

          Goodwill and Other Intangible Assets. We account for goodwill in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 142 prohibits the amortization of goodwill and intangible assets with indefinite useful lives and requires these assets be reviewed for impairment at least annually. We test goodwill for impairment using the two-step process prescribed in SFAS No. 142. The first step is a screen for potential impairment, while the second step measures the amount of the impairment, if any. We performed the required impairment tests of goodwill and indefinite-lived intangible assets as of October 1, 2004, 2005 and 2006. Based on these tests, we determined that no impairment related to goodwill and indefinite-lived intangible assets exist.

          Other intangible assets with finite useful lives are amortized over their useful lives. Intangible assets with finite useful lives consist primarily of noncompete covenants and customer relationships which are amortized over the expected period of benefit which range from five to ten years. Noncompete covenants are amortized using the straight-line method while customer relationships are amortized using an accelerated method that reflects the related customer attrition rates.

          Provision for Doubtful Accounts. We are required to estimate the collectibility of our trade receivables. Accordingly, we maintain allowances for doubtful accounts for estimated losses that may result from the inability of our customers to make required payments. We evaluate a variety of factors in assessing the ultimate realization of these receivables, including the current credit-worthiness of our customers, our days outstanding trends, a review of historical collection results and a review of specific past due receivables. If the financial conditions of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required, resulting in decreased net income. To date, uncollectible accounts have been within the range of management’s expectations.

          Commitments and Contingencies. In the normal course of business, we estimate potential future loss accruals related to legal, tax and other contingencies. These accruals require management’s judgment on the outcome of various events based on the best available information. However, due to changes in facts and circumstances, the ultimate outcomes could be different than management’s estimates.

Results of Operations

          On August 1, 2006, MSG Parent and its affiliates acquired control of our capital stock. The amounts shown below for the year ended December 31, 2006 represent a combination of our results of operations for the period from January 1, 2006 to August 1, 2006 before the Acquisition (the “Predecessor”) with the results for the period from August 2, 2006 to December 31, 2006 after the Acquisition (the “Successor”).

41

	Predecessor									Successor			Combined			Predecessor			Successor
							Period			Period
							from			from			Year
	Year Ended						January 1 to			August 2 to			Ended			Six Months Ended
	December 31,						August 1,			December 31,			December 31,				June 30,
	2004			2005			2006			2006			2006			2006			2007
																(Unaudited)
	(Dollars in thousands)
Revenues:
Lease and lease related	$	127,040		$	143,417		$	91,088		$	75,596		$	166,684		$	77,271		$	88,762
Sales		29,336			35,584			22,410			14,812			37,222			19,492			20,091
Total revenues		156,376			179,001			113,498			90,408			203,906			96,763			108,853
Costs and expenses:
Cost of sales		21,636			27,114			16,223			10,289			26,512			14,077			14,182
Trucking and yard costs		40,811			44,764			27,965			23,053			51,018			23,679			27,801
Depreciation and amortization		14,502			19,471			12,191			8,223			20,414			10,434			10,126
Selling, general and administrative expenses		42,129			46,909			32,103			25,797			57,900			27,489			35,572
Management fees		422			400			329			29			358			189			—
Charge for lease fleet impairment		9,155			—			—			—			—			—			—
Acquisition Transaction Expenses		—			—			40,306			—			40,306			—			—
Income (loss) from operations		27,721			40,343			(15,619	)		23,017			7,398			20,895			21,172
Other income (expense):
Interest expense, net		(23,096	)		(26,249	)		(15,557	)		(14,832	)		(30,389	)		(13,209	)		(18,630	)
Foreign currency translation gain (loss)		1,013			(1,386	)		212			74			286			212			473
Loss on early extinguishment of debt		—			(780	)		—			—			—			—			—
Other income (expense)		270			(241	)		(84	)		(58	)		(142	)		(85	)		(27	)
Income (loss) from continuing operations before
provision (benefit) for income taxes		5,908			11,687			(31,048	)		8,201			(22,847	)		7,813			2,988
Provision (benefit) for income taxes		2,539			4,652			(9,240	)		3,012			(6,228	)		3,125			1,249
Income (loss) from continuing operations		3,369			7,035			(21,808	)		5,189			(16,619	)		4,688			1,739
Income from operations of discontinued
operations, net of tax provision		451			184			337			188			525			313			(1,055	)
Net income (loss)	$	3,820		$	7,219		$	(21,471	)	$	5,377		$	(16,094	)	$	5,001		$	684

          The data shown below reflect the combined results of operations of the Predecessor and Successor during the twelve months ended December 31, 2006 in order to achieve a meaningful comparison of our results of operations during the periods indicated in 2004, 2005 and 2006. The data set forth below are expressed as a percentage of total revenues for the periods indicated. Certain amounts may not total due to rounding.

	Twelve Months Ended December 31,						Six Months Ended
							June 30,
	2004		2005		2006		2006		2007
Revenues:
Lease and lease related	81.2	%	80.1	%	81.7	%	79.9	%	81.5	%
Sales	18.8		19.9		18.3		20.1		18.5
Total revenues	100.0		100.0		100.0		100.0		100.0
Costs and expenses:
Cost of sales	13.8		15.1		13.0		14.5		13.0
Trucking and yard costs	26.1		25.0		25.0		24.5		25.5
Depreciation and amortization	9.3		10.9		10.0		10.8		9.3
Selling, general and administrative expenses	26.9		26.2		28.4		28.4		32.7
Management fees	0.3		0.2		0.2		0.2		—
Acquisition Transaction Expenses	—		—		19.8		—		—
Charge for lease fleet impairment	5.9		—		—		—		—
Income (loss) from operations	17.7		22.5		3.6		21.6		19.5
Other income (expense):
Interest expense, net	(14.8	)	(14.7	)	(14.9	)	(13.7	)	(17.1	)
Foreign currency translation gain (loss)	0.6		(0.8	)	0.1		0.2		0.4
Loss on early extinguishment of debt	—		(0.4	)	—		—		—
Other income (expense)	0.2		(0.1	)	(0.1	)	(0.1	)	—
Income (loss) before provision for income taxes and
discontinued operations	3.8		6.5		(11.2	)	8.1		2.7
Provision for income taxes	(1.6	)	(2.6	)	3.1		(3.2	)	(1.1	)
Income before discontinued operations	2.2		3.9		(8.2	)	4.8		1.6
Income from discontinued operations	0.3		0.1		0.3		0.3		(1.0	)
Net income (loss)	2.4	%	4.0	%	(7.9	)%	5.2	%	0.6	%

42

Six Months Ended June 30, 2006 Compared to Six Months Ended June 30, 2007

	Six Months Ended June 30,
							Increase (Decrease)
	2006			2007			Dollars			Percent
	Predecessor			Successor
	(Unaudited)
	(Dollars in thousands)
Revenues:
Lease and lease related	$	77,271		$	88,762		$	11,491		14.9	%
Sales		19,492			20,091			599		3.1	%
Total revenues		96,763			108,853			12,090		12.5	%
Costs and expenses:
Costs of sales		14,077			14,182			105		0.7	%
Trucking and yard costs		23,679			27,801			4,122		17.4	%
Depreciation and amortization		10,434			10,126			(308	)	(3.0	)%
Selling, general and administrative expenses		27,489			35,572			8,083		29.4	%
Management fees		189			—			(189	)	(100.0	)%
Income from operations		20,895			21,172			277		1.3	%
Interest expense, net		(13,209	)		(18,630	)		(5,421	)	41.0	%
Foreign currency translation gain		212			473			261		123.1	%
Other income expense		(85	)		(27	)		58		(68.2	)%
Income before provision for income taxes and
discontinued operations		7,813			2,988			(4,825	)	(61.8	)%
Provision for income taxes		3,125			1,249			(1,876	)	(60.0	)%
Income before discontinued operations		4,688			1,739			(2,949	)	(62.9	)%
Income (loss) from discontinued operations		313			(1,055	)		(1,368	)	(437.1	)%
Net income	$	5,001		$	684		$	(4,317	)	(86.3	)%

          Revenues. Lease and lease related revenues during the six months ended June 30, 2007 amounted to $88.8 million compared to $77.3 million during the same period in 2006, representing an increase of $11.5 million or 14.9% . This was driven by an increase in our average total number of units on lease per month, which increased by 5.6% during the six months ended June 30, 2007 compared to the same period last year, combined with increases in price. Our lease fleet increased from 103,565 units as of June 30, 2006 to 113,483 units as of June 30, 2007 as a result of our capital expenditures and acquisition activity. Our average fleet utilization during the six months ended June 30, 2007 decreased to 76.2% compared to 78.6% during the same period in 2006 primarily because of (i) an overall decrease in demand for portable storage units from our retail customers as compared to the prior year, combined with (ii) the acquisitions of businesses during the fourth quarter of 2006 and the first half of 2007 with lower utilization rates.

          Sales revenues during the six months ended June 30, 2007 amounted to $20.1 million compared to $19.5 million during the same period in 2006, representing an increase of $0.6 million or 3.1% . This was primarily due to a decrease in the sales of storage containers in the U.K. during the six months ended June 30, 2007 as compared to the same period last year.

          The average value of the U.S. dollar against the British pound continued to decline compared to last year. The average currency exchange rate during the six months ended June 30, 2007 was $1.97 to one British pound compared to $1.79 to one British pound during the same period in 2006. This fluctuation in foreign currency exchange rates resulted in an increase to our lease and lease related revenues and sales revenues from the U.K. of $3.0 million and $0.6 million, respectively, during the six months ended June 30, 2007 compared to the same period in 2006.

          Cost of Sales. Cost of sales, which relates entirely to our sales business, increased by $0.1 million to $14.2 million during the six months ended June 30, 2007 compared to $14.1 million during the same period in 2006 due to higher sales revenues in 2007. Our gross profit margin from sales revenues during the six months ended June 30, 2007 increased to 29.4% compared to 27.8% during the six months ended June 30, 2006 mainly due to higher gross margins realized from sales of containers in the U.S. as we continue to derive more value from the modifications we perform on containers that we sell.

          Trucking and Yard Costs. Trucking and yard costs increased from $23.7 million during the six months ended June 30, 2006 to $27.8 million during the six months ended June 30, 2007 due to a higher volume of business activity resulting from the growth in our core leasing business. As a percentage of lease and lease related revenue, trucking and yard costs increased to 31.3% during the six months ended June 30, 2007 compared to 30.6% during the same period in 2006 primarily because of higher repairs and maintenance costs incurred by our branches combined with an increase in the price of fuel during the current year.

          Depreciation and Amortization. Depreciation and amortization expenses decreased by $0.3 million to $10.1 million during the six months ended June 30, 2007 compared to $10.4 million during the same period in 2006. This is due to the

43

decrease in depreciation expense related to our lease equipment resulting from the adjustments to their fair values as of the date of the Acquisition which was partially offset by higher amortization expenses related to the amortization of other intangible assets recorded as a result of the Acquisition completed in August 2006. Depreciation and amortization decreased to 9.3% of total revenues during the six months ended June 30, 2007 compared to 10.8% of total revenues during the six months ended June 30, 2006.

          Selling, General and Administrative Expenses. Selling, general and administrative expenses during the six months ended June 30, 2007 amounted to $35.6 million compared to $27.5 million during the six months ended June 30, 2006. This $8.1 million increase is primarily due to the following factors: (i) an increase in sales and marketing expenses as we continued to make investments in our sales personnel and added resources to our sales and marketing infrastructure in line with our effort to continue increasing organic growth and market expansion; (ii) an increase in administrative expenses in our U.K. operations primarily related to management consulting expenses incurred during 2007 to assist us with management and operational initiatives we are undertaking to improve our U.K. business, and (iii) an increase in the stock-based compensation expense as a result of the vesting of stock options granted by MSG Parent to our key employees. As a result of these factors, our selling, general and administrative expenses increased to 32.7% of total revenues during the six months ended June 30, 2007 compared to 28.4% of total revenues during the six months ended June 30, 2006.

          Interest Expense. Net interest expense increased to $18.6 million during the six months ended June 30, 2007 compared to $13.2 million during the six months ended June 30, 2006. This is due to the increase in our total debt from $262.9 million as of June 30, 2006 to $384.2 million as of June 30, 2007 primarily as a result of new debt obligations we incurred under our new capital structure in connection with the Acquisition in August 2006. The weighted average interest rate on our total debt was unchanged at 8.7% as of June 30, 2006 and 2007.

          Income Taxes. Our income tax provision for the six months ended June 30, 2007 decreased to $1.2 million compared to $3.1 million for the six months ended June 30, 2006, representing a decrease of $1.9 million due to lower pre-tax income during the six months ended June 30, 2007. Our overall effective tax rate was approximately 40% and 42% during the first half of 2006 and 2007, respectively. The increase in tax rate is due to the effect of permanent differences.

          Net Income. Net income for the six months ended June 30, 2007 decreased to $0.7 million compared to $5.0 million for the six months ended June 30, 2006 primarily because of an increase in selling, general and administrative costs and higher interest expense during the first half of 2007 compared to the same period in 2006.

Twelve Months Ended December 31, 2006 Compared to Twelve Months Ended December 31, 2005

	Twelve Months Ended December 31,						Increase (Decrease)
	2005			2006			Dollars			Percent
	(Dollars in thousands)
Revenues:
Lease and lease related	$	143,417		$	166,684		$	23,267		16.2	%
Sales		35,584			37,222			1,638		4.6	%
Total revenues		179,001			203,906			24,905		13.9	%
Costs and expenses:
Costs of sales		27,114			26,512			(602	)	(2.2	)%
Trucking and yard costs		44,764			51,018			6,254		14.0	%
Depreciation and amortization		19,471			20,414			943		4.8	%
Selling, general and administrative
expenses		46,909			57,900			10,991		23.4	%
Management fees		400			358			(42	)	(10.5	)%
Acquisition transaction expenses		—			40,306			40,306		100.0	%
Income from operations		40,343			7,398			(32,945	)	(81.7	)%
Interest expense, net		(26,249	)		(30,389	)		(4,140	)	15.8	%
Foreign currency translation gain (loss)		(1,386	)		286			1,672		(120.6	)%
Loss on early extinguishment of debt		(780	)		—			780		(100.0	)%
Other income (expense)		(241	)		(142	)		99		(41.1	)%
Income (loss) before provision for income
taxes and discontinued operations		11,687			(22,847	)		(34,534	)	(295.5	)%
Provision (benefit) for income taxes		4,652			(6,228	)		(10,880	)	(233.9	)%
Income (loss) before discontinued
operations		7,035			(16,619	)		(23,654	)	(336.2	)%
Income from discontinued operations		184			525			341		185.3	%
Net income (loss)	$	7,219		$	(16,094	)	$	(23,313	)	(322.9	)%

44

          Revenues. Lease and lease related revenues during 2006 amounted to $166.7 million compared to $143.4 million during 2005, representing an increase of $23.3 million or 16.2%. This was driven by an increase in our average total number of units on lease per month, which increased by 10.3% during 2006 compared to the same period last year, combined with increases in price. Our lease fleet increased from 99,551 units as of December 31, 2005 to 111,892 units as of December 31, 2006 as a result of our capital expenditures and acquisition activity. Our average fleet utilization during 2006 decreased to 80.2% compared to 82.2% during 2005 primarily because of a softer retail season this year compared to last year combined with the acquisitions of businesses during 2006 with lower utilization rates. Compared to 2005, retailers in general ordered fewer portable storage units in 2006, such orders were received later during the year and such units were utilized for a shorter period of time during 2006.

          Sales revenues during 2006 amounted to $37.2 million compared to $35.6 million during 2005, representing an increase of $1.6 million or 4.6% . This was mainly due to growth in revenues from sales of containers at our U.S. operations. Growth in sales revenues in the U.S. was partially offset by a decline in sales revenues from our U.K. operations primarily because our revenues from sales of accommodation units returned to normalized levels during 2006 after an unusually high level of sales volume of accommodation units in the U.K. during 2005.

          The average value of the U.S. dollar against the British pound declined during 2006 as compared to 2005. The average currency exchange rate during 2005 was $1.82 to one British pound compared to $1.84 to one British pound during 2006. This fluctuation in foreign currency exchange rates resulted in an increase to our lease and lease related revenues and sales revenues from the U.K. of $0.7 million and $0.1 million, respectively, during 2006 compared to 2005.

          Cost of Sales. Cost of sales, which relates entirely to our sales business, decreased by $0.6 million to $26.5 million during 2006 compared to $27.1 million during 2005 despite higher sales revenues in 2006. Our gross profit margin from sales revenues during 2006 increased to 28.8% compared to 23.8% during 2005 period mainly due to higher gross margins realized from sales of containers in the U.S. combined with an improvement in product mix. Our sales of accommodation units in the U.K., which generally carry a lower gross margin than sales of storage containers, were lower during 2006 compared to last year.

          Trucking and Yard Costs. Trucking and yard costs increased from $44.8 million during 2005 to $51.0 million during 2006 due to a higher volume of business activity resulting from the growth in our core leasing business. As a percentage of lease and lease related revenue, trucking and yard costs decreased to 30.6% during 2006, compared to 31.2% during 2005 because of gains in operating efficiency combined with the improvement in operating leverage we realized from higher leasing revenues over the fixed portion of our trucking and yard costs.

          Depreciation and Amortization. Depreciation and amortization expenses increased by $0.9 million to $20.4 million during 2006 compared to $19.5 million during 2005 period due to the continued growth in our lease fleet resulting from our capital expenditures and acquisition activity, as well as higher amortization expenses related to the amortization of other intangible assets recorded as a result of the Acquisition. Depreciation and amortization decreased to 10.0% of total revenues during 2006 compared to 10.9% of total revenues during 2005 due to the growth in our revenues.

          Selling, General and Administrative Expenses. Selling, general and administrative expenses during 2006 amounted to $57.9 million compared to $46.9 million during the same period in 2005. This $11.0 million increase is primarily due to the following factors: (i) an increase in sales and marketing expenses as we added sales personnel and other resources to our sales infrastructure to continue to increase organic growth and market expansion; (ii) higher sales commissions paid as a result of higher revenues and (iii) the expensing of stock options effective in January 2006 in accordance with SFAS No. 123(R), “Share-Based Payment,” resulting in $2.4 million of additional compensation expense recorded during 2006. As a percentage of total revenue, selling, general and administrative expenses increased to 28.4% during 2006 compared to 26.2% during 2005 primarily because of the additional investment in resources we have made into our sales and marketing infrastructure since the first half of 2005, combined with the compensation expense related to stock options recognized during 2006.

          Acquisition Transaction Expenses. These expenses were incurred in connection with the Acquisition and consist of $8.1 million for the write-off of unamortized deferred financing costs, $11.5 million for payment of the original issue discount and prepayment penalty on the Subordinated Notes, $2.3 million in compensation costs related to the acceleration of vesting of stock options, $17.8 million of professional fees and other transaction expenses, and $0.5 million for the forgiveness of receivables due from affiliates. See Note 1 to our audited consolidated financial statements for additional information.

          Interest Expense. Net interest expense increased to $30.4 million during 2006 compared to $26.2 million during 2005. This is due to the increase in our total debt from $250.2 million as of December 31, 2005 to $375.5 million as of

45

December 31, 2006 as a result of new debt obligations we incurred under our new capital structure in connection with the Acquisition, combined with borrowings to finance capital expenditures and acquisition activity completed during 2006. This was partially offset by a reduction in the weighted average interest rate on our debt obligations under our post-Acquisition capital structure. Our weighted average interest rate decreased to 8.6% as of December 31, 2006 compared to 9.5% prior to our debt refinancing as of December 30, 2005.

          Foreign Currency Translation. Ravenstock MSG, our U.K. subsidiary, has certain U.S. dollar-denominated debt, including short term intercompany borrowings, which are remeasured at each financial reporting date with the impact of the remeasurement being recorded as foreign currency translation gain or loss in our consolidated statements of income. We incurred a foreign currency translation gain of $0.3 million during 2006 compared to a loss of $1.4 million during 2005 due to fluctuations in foreign currency exchange rates.

          Income Taxes. Our income tax provision decreased by $10.9 million from a provision of $4.7 million during 2005 to a benefit of $6.2 million during 2006 due to pretax losses generated in 2006 as a result of the acquisition transaction expenses incurred in the amount of $40.3 million. Our overall effective tax benefit rate declined to 27.3% during 2006 from an effective tax provision rate of 39.8% during 2005 as a result of certain non-deductible amounts included in the acquisition transaction expenses.

          Net Income (Loss). We had a net loss of $16.1 million during 2006 compared to net income of $7.2 million during 2005 primarily due to the $40.3 million of acquisition transaction expenses which were incurred during 2006, net of the related income tax benefit.

Twelve Months Ended December 31, 2005 Compared to Twelve Months Ended December 31, 2004

	Twelve Months Ended December 31,
							Increase (Decrease)
	2004			2005			Dollars			Percent
	(Dollars in thousands)
Revenues:
Lease and lease related	$	127,040		$	143,417		$	16,377		12.9	%
Sales		29,336			35,584			6,248		21.3	%
Total revenues		156,376			179,001			22,625		14.5	%
Costs and expenses:
Costs of sales		21,636			27,114			5,478		25.3	%
Trucking and yard costs		40,811			44,764			3,953		9.7	%
Depreciation and amortization		14,502			19,471			4,969		34.3	%
Selling, general and administrative
expenses		42,129			46,909			4,780		11.3	%
Management fees		422			400			(22	)	(5.2	)%
Charge for lease fleet impairment		9,155			—			(9,155	)	(100.0	)%
Income from operations		27,721			40,343			12,622		45.5	%
Interest expense, net		(23,096	)		(26,249	)		(3,153	)	13.7	%
Foreign currency translation gain (loss)		1,013			(1,386	)		(2,399	)	(236.8	)%
Loss on early extinguishment of debt		—			(780	)		(780	)	(100.0	)%
Other income (expense)		270			(241	)		(511	)	(189.3	)%
Income before provision for income taxes
and discontinued operations		5,908			11,687			5,779		97.8	%
Provision for income taxes		2,539			4,652			2,113		83.2	%
Income before discontinued operations		3,369			7,035			3,666		108.8	%
Income from discontinued operations		451			184			(267	)	(59.2	)%
Net income	$	3,820		$	7,219		$	3,399		89.0	%

          Revenues. Lease and lease related revenues during 2005 amounted to $143.4 million compared to $127.0 million during 2004, representing an increase of $16.4 million or 12.9% . This was driven by an increase in our average total number of units on lease per month, which increased by 8.2% during 2005 compared to last year, combined with increases in price. Our lease fleet increased from 90,558 units as of December 31, 2004 to 99,551 units as of December 31, 2005 as a result of our capital expenditures and acquisition activity. Our average fleet utilization during 2005 increased to 82.2% compared to 80.3% during 2004 period primarily because of a stronger retail season during 2005 compared to the prior year.

          Sales revenues during 2005 amounted to $35.6 million compared to $29.3 million during 2004, representing an increase of $6.2 million or 21.3% . This was mainly due to growth in sales revenues from our U.S. operations resulting from an increase in sales of containers, combined with an increase in sales revenues from our U.K. operations due to an unusually high volume of sales of accommodation units in 2005.

46

          The average value of the U.S. dollar against the British pound increased during 2005 as compared to 2004. The average currency exchange rate during 2004 was $1.83 to one British pound compared to $1.82 to one British pound during 2005. This fluctuation in foreign currency exchange rates resulted in a decrease to our lease and lease related revenues and sales revenues from the U.K. of $0.4 million and $0.1 million, respectively, during 2005 compared to 2004.

          Cost of Sales. Cost of sales, which relates entirely to our sales business, increased by $5.5 million to $27.1 million during 2005 compared to $21.6 million during 2004 as a result of higher sales revenues. Our gross profit margin from sales revenues during 2005 decreased to 23.8% compared to 26.2% during 2004 due to a change in our product mix. In 2005, we had an unusually high volume of sales of accommodation units which generally carry a lower gross margin than sales of storage containers.

          Trucking and Yard Costs. Trucking and yard costs increased from $40.8 million during 2004 to $44.8 million during 2005 due to a higher volume of business activity resulting from the growth in our core leasing business. As a percentage of lease and lease related revenue, trucking and yard costs decreased to 31.2% during 2005, compared to 32.1% during 2004 because of price increases we implemented on delivery and pick-up rates during 2005, combined with the improvement in operating leverage we realized from higher leasing revenues over the fixed portion of our trucking and yard costs. In addition, higher fuel costs were offset by a fuel surcharge we implemented on our pick-up and delivery charges in the U.S. during the fourth quarter of 2004.

          Depreciation and Amortization. Depreciation and amortization expenses increased by $5.0 million to $19.5 million during 2005 compared to $14.5 million during 2004. This is primarily due to a change in our depreciation policies effective January 1, 2005 to conform depreciable lives and residual values on our lease fleet assets to industry standards, combined with the continued growth in our lease fleet resulting from our capital expenditures and acquisition activity. The change in our depreciation policies were implemented on a prospective basis and resulted in additional depreciation expense during 2005 of approximately $4.6 million. Depreciation and amortization increased to 10.9% of total revenues during 2005 compared to 9.3% of total revenues during 2004.

          Selling, General and Administrative Expenses. Selling, general and administrative expenses during 2005 amounted to $46.9 million compared to $42.1 million during 2004. This increase is primarily due to the following factors: (i) higher sales commissions paid as a result of higher revenues; (ii) an increase in our workers compensation and auto insurance costs; (iii) additional selling, general and administrative expenses associated with the new markets we entered into during 2004 and 2005; and (iv) an increase in sales and marketing expenses as we added sales personnel and other resources to our sales infrastructure. As a percentage of total revenue, selling, general and administrative expenses decreased to 26.2% during 2005 compared to 26.9% during 2004 because of gains in operating efficiency as well as the improvement in operating leverage we realized from the increased in total revenues over the fixed portion of our selling, general and administrative expenses.

          Charge for Lease Fleet Impairment. In 2004, we recorded an impairment charge of $9.2 million resulting from the identification of specific lease fleet units and property and equipment to be held for sale and whose values were impaired based upon a comparison of estimated fair market value based upon current estimates of selling prices or scrap values, less selling costs, compared to their carrying value.

          Interest Expense. Net interest expense increased to $26.2 million during 2005 compared to $23.1 million during 2004. This is due to an increase in our total debt from $239.0 million as of December 31, 2004 to $250.2 million as of December 31, 2005 as a result of borrowings used to finance capital expenditures and acquisition activity during 2005. In addition, the weighted average interest rate on our debt obligations increased during 2005. Prior to our debt refinancing effective December 30, 2005, the weighted average interest rate on our debt obligations was 9.5% compared to 8.7% as of December 31, 2004.

          Foreign Currency Translation. Ravenstock, our U.K. subsidiary, has certain U.S. dollar-denominated debt, including short term intercompany borrowings, which are remeasured at each financial reporting date with the impact of the remeasurement being recorded as foreign currency translation gain or loss in our consolidated statements of income. We incurred a foreign currency translation loss of $1.4 million during 2005 compared to a gain of $1.0 million during 2004 due to fluctuations in foreign currency exchange rates.

          Loss on Early Extinguishment of Debt. In December 2005, we refinanced our senior revolving credit facility which resulted in a $0.8 million loss on early extinguishment of debt related to the write-off of the remaining unamortized deferred loan costs as well as prepayment penalties on our existing debt obligations which were refinanced.

47

          Income Taxes. Our income tax provision increased to $4.7 million during 2005 compared to $2.5 million during 2004 due to higher pretax income. Our overall effective tax rate decreased from 43.0% in 2004 to 39.8% in 2005 primarily due to certain permanent differences and tax rate differences related to our operations in the U.K.

          Net Income (Loss). Net income increased to $7.2 million in 2005 compared to $3.8 million in 2004 due to higher revenues and the impact of the $9.2 million charge for lease fleet impairment incurred during 2004.

Non-GAAP Measures

          EBITDA and adjusted EBITDA are supplemental measures of our performance that are not required by, or presented in accordance with GAAP. These measures are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income, income from operations or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating, investing or financing activities as a measure of liquidity.

          EBITDA is a non-GAAP measure, which we define as earnings before interest expense, income taxes and depreciation and amortization. We calculate adjusted EBITDA by adjusting EBITDA to eliminate the impact of certain items we do not consider to be indicative of the performance of our ongoing operations. You are encouraged to evaluate each adjustment and whether you consider each to be appropriate. In addition, in evaluating EBITDA and adjusted EBITDA, you should be aware that in the future, we may incur expenses similar to the adjustments in the presentation of EBITDA and adjusted EBITDA. Our presentation of EBITDA and adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

          We present EBITDA and adjusted EBITDA because we consider them to be important supplemental measures of our performance and because they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry, many of which present EBITDA and adjusted EBITDA when reporting their results.

          EBITDA and adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Because of these limitations, EBITDA and adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business or to reduce our indebtedness. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and adjusted EBITDA only supplementally.

48

          The following is a reconciliation of net income to EBITDA and to adjusted EBITDA:

							Period from			Period from
							January 1,			August 2,
							2006 to			2006 to			Six Months Ended
	Year Ended December 31,						August 1,			December 31,			June 30,
	2004			2005			2006			2006			2006			2007
	Predecessor			Predecessor			Predecessor			Successor			Predecessor			Successor
														(Unaudited)
	(Dollars in thousands)
Net income (loss)	$	3,820		$	7,219		$	(21,471	)	$	5,377		$	5,001		$	684
(Income) loss from discontinued operations		(451	)		(184	)		(337	)		(188	)		(313	)		1,055
Net income (loss) from continuing operations		3,369			7,035			(21,808	)		5,189			4,688			1,739
Interest expense, net		23,096			26,249			15,557			14,832			13,209			18,630
Provision (benefit) for income taxes		2,539			4,652			(9,240	)		3,012			3,125			1,249
Depreciation and amortization		14,502			19,471			12,191			8,223			10,434			10,126
EBITDA from continuing operations		43,506			57,407			(3,300	)		31,256			31,456			31,744
Foreign currency translation (gain) loss(a)		(1,013	)		1,386			(212	)		(74	)		(212	)		(473	)
Loss on early extinguishment of debt(b)		—			780			—			—			—			—
Other (income) expense		(270	)		241			84			58			85			27
Non-cash stock option expense(c)		—			—			700			1,662			600			1,622
Management and board fees(d)		484			477			388			—			223			—
Workers’ compensation adjustments(e)		261			660			—			—			—			—
Non-cash asset impairment charge(f)		9,155			—			—			—			—			—
Acquisition transaction expenses(g)		—			—			40,306			—			—			—
Adjusted EBITDA from continuing operations .	$	52,123		$	60,951		$	37,966		$	32,902		$	32,152		$	32,920

____________________
	(a)	Represents adjustments arising from differences in exchange rates from period to period when U.S. dollar-denominated borrowings of our foreign subsidiaries are remeasured at each reporting date using the local currency as the functional currency.
	(b)	Represents the incurrence of loss on early extinguishment of debt for the write-off of the remaining unamortized deferred loan costs and the payment of prepayment penalties related to the refinancing of the BofA Credit Facility in 2005.
	(c)	Represents recognition of the cost of all share-based payments to employees, including grants of employee stock options, based on fair values as required by SFAS No. 123(R) adopted by us effective on January 1, 2006. We estimate the fair value of employee share options using option-pricing models and adjust these estimates throughout the year.
	(d)	Represents: (i) management fees paid to our previous equity sponsor which we do not pay to our new equity sponsor and (ii) board fees paid to our previous board of directors in excess of what we pay our new board of directors.
	(e)	Represents payments of retroactive supplemental insurance premiums for claims occurring in the period in which the adjustment is made but actually paid in a subsequent period and deduction of the expense of such premium in the period it was actually paid.
	(f)	Represents an impairment charge resulting from the identification of specific lease fleet and property and equipment to be held for sale. Their value was impaired using a comparison of estimated fair market value, which was based upon then current estimates of selling prices or scrap values, less selling costs, compared to the carrying value.
	(g)	Represents expenses incurred in connection with the Acquisition consisting of (i) the write-off of unamortized deferred financing costs related to the BofA Credit Facility in the amount of approximately $8.1 million, (ii) payment of original issue discount upon early redemption of the Subordinated Notes in the amount of approximately $8.3 million, (iii) prepayment penalty upon early redemption of the Subordinated Notes in the amount of approximately $3.2 million, (iv) compensation costs related to the acceleration of vesting of stock options in the amount of approximately $2.3 million, (v) write-off of receivables due from CMSI Capital Holdings, Inc. in the amount of $0.5 million and (vi) professional fees and other transaction expenses in the amount of approximately $17.8 million. See Note 1 of our audited consolidated financial statements for additional information.

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Quarterly Results of Operations

          The following table sets forth selected unaudited quarterly results of our operations for the last ten quarters ended June 30, 2007. This information, in the opinion of our management, includes all adjustments necessary for a fair presentation of such data in accordance with GAAP. These quarterly results are not necessarily indicative of future results, growth rates or quarter-to-quarter comparisons.

	Three Months Ended
	Mar 31,		Jun 30,		Sep 30,		Dec 31,		Mar 31,		Jun 30,		Sep 30,			Dec 31,		Mar 30,		Jun 30,
	2005		2005		2005		2005		2006		2006		2006 (a)			2006		2007		2007
	(Predecessor)												(Combined)			(Successor)
	(Unaudited, dollars in thousands)
Revenues:
Lease and lease related	$	33,052	$	34,347	$	36,576	$	39,442	$	37,710	$	39,561	$	43,030		$	46,383	$	43,201	$	45,561
Sales		8,669		9,327		9,251		8,337		9,478		10,014		9,131			8,599		10,424		9,667
Total revenues	$	41,721	$	43,674	$	45,827	$	47,779	$	47,188	$	49,575	$	52,161		$	54,982	$	53,625	$	55,228
Income (loss) from operations	$	7,970	$	9,376	$	10,587	$	12,410	$	9,759	$	11,136	$	(27,830	)	$	14,333	$	10,407	$	10,765
Net income (loss)	$	840	$	1,515	$	2,250	$	2,614	$	2,080	$	2,921	$	(23,634	)	$	2,539	$	698	$	(14	)

____________________
(a)	The amounts from the quarter ended September 30, 2006 represent a combination of the results for the Predecessor (period from January 1, 2006 to August 1, 2006) and the Successor (period from August 2, 2006 to September 30, 2006), to facilitate meaningful comparison of the pre-Acquisition and post-Acquisition periods.

Liquidity and Capital Resources

          Our principal sources of liquidity have been cash provided by operations and borrowings under our bank credit facilities or debt agreements. Our historical uses of cash have been for our operating expenses, capital expenditures, acquisitions of businesses and payment of principal and interest on outstanding debt obligations. Supplemental information pertaining to our combined sources and uses of cash is presented in the table below.

										Six Months
										Ended
	Twelve Months Ended December 31,									June 30,
	2004			2005			2006			2007
										(Unaudited)
	(Dollars in thousands)
Net cash provided by operating activities	$	24,967		$	35,195		$	45,902		$	30,896
Net cash used in investing activities	$	(38,199	)	$	(42,598	)	$	(394,418	)	$	(34,781	)
Net cash provided by financing activities	$	12,203		$	9,349		$	348,092		$	2,269

          Operating Activities. Net cash provided by operating activities during the six months ended June 30, 2007 of $30.9 million primarily relates to income from continuing operations of $1.7 million, provision for doubtful accounts of $0.8 million, non-cash interest expense of $2.0 million, depreciation and amortization of $10.1 million, stock-based compensation of $1.6 million, net cash provided by operating activities of discontinued operations of $7.3 million, and an $8.5 million net decrease in working capital. Net cash provided by operating activities during the six months ended June 30, 2006 of $18.2 million primarily relates to income from continuing operations of $4.7 million, provision for doubtful accounts of $0.7 million, non-cash interest expense of $1.8 million, depreciation and amortization of $10.4 million, deferred income taxes of $2.4 million, stock-based compensation of $0.6 million, net cash used in operating activities of discontinued operations of $2.6 million, and a $0.4 million net decrease in working capital.

          Investing Activities. Net cash used in investing activities primarily relates to acquisitions of businesses and capital expenditures. Payments for businesses acquired, net of cash acquired amounted to $7.2 million and $8.8 million during the six months ended June 30, 2007 and 2006, respectively. We incurred net capital expenditures totaling $27.6 million and $15.7 million during the six months ended June 30, 2007 and 2006, respectively.

          Financing Activities. Net cash provided by financing activities mainly relates to borrowings or payments on long-term debt under our debt agreements, and preferred stock redemptions and dividend payments under our pre-Acquisition capital structure. Our net cash provided by financing activities of $2.3 million during the six months ended June 30, 2007 primarily relates to net borrowings from our New Credit Facility during 2007. Our net cash provided by financing activities of $6.4 million during the six months ended June 30, 2006 mainly relates to $8.6 million in net borrowings, combined with

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$1.9 million in dividends paid on our preferred stock and $0.2 million of preferred stock redemptions during the six months ended June 30, 2006.

          Our cash position and debt obligations as of December 31, 2004, 2005 and 2006 and June 30, 2007 are shown below and should be read in conjunction with our consolidated financial statements and notes thereto included in this prospectus.

	December 31,						June 30,
	2004		2005		2006		2007
							(Unaudited)
	(Dollars in thousands)
Cash and cash equivalents	$	—	$	—	$	1,469	$	794
Debt obligations	$	238,987	$	250,247	$	375,535	$	384,196

          We believe that our cash flow provided by operations will be adequate to cover our 2007 working capital needs, debt service requirements and a certain portion of our planned capital expenditures to the extent such items are known or are reasonably determinable based on current business and market conditions. We expect to finance certain of our capital expenditure requirements under our credit facilities or through capital lease agreements.

          We continually evaluate potential acquisitions. We expect that all future acquisitions will be cash flow accretive immediately upon completion of the acquisition. Currently, we are not party to any agreements or engaged in any negotiations regarding a material acquisition. We expect to fund future acquisitions through cash flow provided by operations and additional borrowings under our credit facilities.

Credit Facilities and Financing

New Credit Facility

          In connection with the Acquisition on August 1, 2006, we entered into the New Credit Facility. The New Credit Facility is a 5-year senior secured, asset-based revolving credit facility providing for loans of up to $300 million, subject to specified borrowing base formulas, of which the dollar equivalent of up to £85 million can be drawn in borrowings denominated in British pounds and may be borrowed (and re-borrowed) by Ravenstock MSG for use in our U.K. operations. We may also incur up to $50 million of additional senior secured debt under the New Credit Facility, subject to the consent of the joint-lead arrangers under the New Credit Facility, the availability of lenders willing to provide such incremental debt and compliance with the covenants and certain other conditions under the New Credit Facility. On August 1, 2006, $162 million was drawn on the New Credit Facility, including £37.7 million drawn under the U.K. borrowing sublimit. As of June 30, 2007, our aggregate borrowing capacity pursuant to the borrowing base under the New Credit Facility amounted to $118.8 million, net of the $181.2 million in outstanding borrowings as of June 30, 2007.

Senior Notes

          We issued $200 million of Senior Notes on August 1, 2006 in connection with the Acquisition. Interest on the Senior Notes accrues at a rate of 9¾% per annum and is payable on February 1 and August 1 of each year. We paid the interest due on our Senior Notes, which amounted to $9.8 million on February 1, 2007 and $9.8 million on August 1, 2007. The Senior Notes mature on August 1, 2014. The Senior Notes are senior unsecured obligations and are guaranteed by all of our current and future domestic subsidiaries, except for certain immaterial domestic subsidiaries. Such Notes and guarantees are effectively junior to all of the Company’s secured indebtedness to the extent of the collateral securing such indebtedness. The Senior Notes are not guaranteed by any of the Company’s foreign subsidiaries and are structurally subordinated to the indebtedness and other liabilities of such non-guarantor subsidiaries.

MSG Parent Subordinated Notes

          On August 1, 2006, our parent company, MSG Parent, issued $90 million in aggregate principal amount of MSG Parent Subordinated Notes to WCAS Capital Partners IV, L.P., an affiliate of Welsh Carson, and a strategic co-investor. The proceeds of MSG Parent Subordinated Notes were contributed to us in the form of common equity capital and were used to fund the Acquisition.

          The MSG Parent Subordinated Notes mature on February 1, 2015 and are structurally and contractually subordinated to the New Credit Facility and the Notes. The MSG Parent Subordinated Notes are unsecured and do not

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possess the benefit of a guarantee. The MSG Parent Subordinated Notes accrue interest on a payment-in-kind, non-cash basis at 12% per annum for the first two years. Thereafter, interest will be payable quarterly at 10% per annum subject to the terms of the New Credit Facility and the Notes. If MSG Parent is prohibited from making cash interest payments, interest will continue to accrue on a payment-in-kind, non-cash basis at 12% per annum.

Off-Balance Sheet Arrangements

           We have no off-balance sheet arrangements.

Contractual Obligations

           Our future contractual obligations as of December 31, 2006 are as follows:

	Payments Due by Period
			Less than 1						More than 5
	Total		Year		1-3 Years		3-5 Years		years
	(Dollars in thousands)
Debt (1)	$	373,568	$	861	$	137	$	172,429	$	200,141
Capital lease obligations		1,967		423		912		632		–
Interest on debt and capital lease obligations (2)		205,260		32,112		64,056		58,708		50,384
Operating leases		19,595		5,804		7,335		4,078		2,378
Total	$	600,390	$	39,200	$	72,440	$	235,847	$	252,903

____________________
(1)	Principal payments are reflected when contractually required and no early paydowns are reflected.
(2)	Estimated interest for debt for all periods presented is calculated using the interest rate effective as of December 31, 2006 of (i) 7.20% weighted average interest rate on borrowings under the new credit facility and (ii) 9.75% on the Senior Notes. Capital lease interest is based upon contractually agreed upon amounts.

Quantitative and Qualitative Disclosure About Market Risk

          We are exposed to market risk from changes in interest rates, especially U.S. LIBOR and U.K. LIBOR applicable to the New Credit Facility, and from fluctuations in foreign currency exchange rates as a result of our operations in the U.K.

Interest Rate Risks

          Outstanding balances under the New Credit Facility bear interest at a variable rate based on a margin over LIBOR. The New Credit Facility permits us to draw funds by taking out LIBOR contracts at varying maturities. LIBOR contracts are fixed rate instruments for a period of between one and six months, entered into at our discretion, provided that the New Credit Facility does not permit more than six such contracts to be outstanding in each of the U.S. and U.K. at any one time. Our portfolio of LIBOR contracts vary in length and interest rate. Any adverse change in interest rates could affect our overall borrowing rate when LIBOR contracts are renewed. Given the amounts outstanding under the New Credit Facility at June 30, 2007, a hypothetical 1% increase in the U.S. LIBOR and U.K. LIBOR from the applicable rates at June 30, 2007 would increase our net interest expense by approximately $1.8 million on an annual basis and would therefore decrease both our earnings and cash flow for that annual period.

          We are not currently a party to any interest rate swap agreements or other financial instruments to hedge against the risk of increases in interest rates. Our management monitors interest rates and trends in interest rates and will from time to time evaluate the advisability of entering into derivative transactions to hedge our interest rate risk. We cannot predict market fluctuations in interest rates and their impact on our New Credit Facility. As such, our operating results in the future may differ materially from estimated results due to adverse changes in interest rates.

          We believe that inflation has not had a material effect on our results of operations. However, an inflationary environment could materially increase interest rates on our floating rate debt which, as of June 30, 2007, comprised approximately 47% of our total indebtedness. The price of portable storage units for our fleet purchases could also increase in such an environment.

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Foreign Currency Risks

          We are also subject to market risks resulting from fluctuations in foreign currency exchange rates as a result of our operations outside of the U.S. During the year ended December 31, 2006 and the six months ended June 30, 2007, we derived approximately 36% and 37% of our total revenues from our operations in the U.K., respectively. We estimate that a 10% decrease in the U.S. dollar versus the British pound would have increased our revenues for the year ended December 31, 2006 and six month period ended June 30, 2007 by approximately $8.2 million and $7.6 million, respectively, or approximately 4% and 7% of total revenues, respectively. Currently, revenues and expenses of our U.K. operating subsidiary, Ravenstock MSG, in the U.K. are recorded in British pounds, which is the functional currency for this subsidiary.

          We are exposed to market risks related to foreign currency translation caused by fluctuations in foreign currency exchange rates between the U.S. dollar and the British pound. We seek to limit exposure to foreign currency transactional losses from our U.K. operations by denominating revenues and expenses of our U.K. subsidiary in its functional currency. The assets and liabilities of our U.K. subsidiary are translated from the British pound into the U.S. dollar at the exchange rate in effect at each balance sheet date, while income statement amounts are translated at the average rate of exchange prevailing during the reporting period. A strengthening of the U.S. dollar against the British pound could, therefore, reduce the amount of cash and income we receive and recognize from our U.K. operations. As foreign exchange rates vary, our results of operations and profitability may be harmed. The effect of foreign currency translation risks caused by foreign currency exchange rate fluctuations between the U.S. dollar and the British pound on our operating results for the year ended December 31, 2006 and the six months ended June 30, 2007 was not insignificant. As a result of fluctuations in foreign currency exchange rates, our total revenues increased by approximately $0.9 million and $3.6 million during the year ended December 31, 2006 and the six month period ended June 30, 2007, respectively, relative to the comparable prior period. We cannot predict the effects of exchange rate fluctuations on our future operating results because of the potential volatility of currency exchange rates. To the extent we expand our business into other countries, we anticipate that we will face similar market risks related to foreign currency translations caused by exchange rate fluctuations between the U.S. dollar and the currencies of those countries. We do not currently engage in foreign currency exchange hedging transactions to manage our foreign currency exposure. If and when we do engage in foreign currency exchange hedging transactions, we cannot assure you that our strategies will adequately protect our operating results from the effects of exchange rate fluctuations.

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BUSINESS

Overview

          We are a leading international provider of portable storage products with a lease fleet of over 117,000 units and 86 branch locations throughout the U.S. and U.K. We focus on leasing portable storage containers, storage trailers and mobile offices, and, to complement our core leasing business, we also sell portable storage products. Our storage containers and storage trailers provide secure, convenient and cost-effective on-site storage of inventory, construction supplies, equipment and other goods. Our mobile office units provide temporary office space and employee facilities for, among other uses, construction sites, trade shows, special events and building refurbishments. During 2006, we leased or sold our portable storage products to over 45,000 customers in diverse end markets ranging from large companies with a national presence to small local businesses. For the twelve months ended June 30, 2007, we generated revenues of $216 million and adjusted EBITDA of $71.6 million (as defined in “Summary—Summary Historical and Unaudited Pro Forma Financial Data”).

          The following charts illustrate our revenues by type, geography and end markets during 2006:

Revenue Mix by Type Revenue Mix by Geography

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           We believe our core leasing business is highly attractive because it:

delivers recurring revenues with an average lease duration of more than 17 months for our core storage container products;

consists primarily of storage containers that have useful lives of approximately 20 years and retain substantial residual value throughout their lives;

features average monthly leasing rates for storage containers that recoup our average unit investment (excluding variable costs) in approximately 29 months;

benefits from high utilization levels that have averaged in excess of 80% over the last five years;

produces high incremental unit leasing operating margins on storage containers estimated to be approximately 60% (based on contribution of a new portable storage unit on lease after deductions for the cost of leasing, commissions and depreciation);

benefits from a highly diversified customer base; and

features discretionary capital expenditures that can be readily adjusted depending on market conditions and opportunities.

          The majority of our lease fleet is comprised of refurbished steel portable storage containers purchased from container leasing companies and brokers. We also purchase new containers from China, which we believe is a more cost-effective means of procuring new containers than manufacturing our own. Our customers use our storage containers for a wide variety of storage applications, including storage of construction materials, retail and manufacturing inventory, documents and records and household goods. Our storage trailers are similar to our storage containers, but also have wheels and provide elevated storage. We believe these features provide an added benefit to customers whose operations involve the use of loading docks, such as retailers, distribution centers, manufacturers and other warehouse-type businesses. Our mobile office units include timber units and steel units that can be customized to meet specific customer needs.

          Our sales business complements our leasing business because it allows us to leverage our scale and purchase storage containers on terms that we believe are more favorable than those available to certain of our competitors. We believe that our sales business further complements our leasing business because there is minimal overlap between the respective customer bases of these businesses and because it facilitates the management of our lease fleet by allowing us to regularly sell used equipment and replace it with newer equipment.

Industry Overview

          The storage industry in the U.S. and U.K. includes two primary sectors: fixed-site self-storage and portable storage. Fixed-site self-storage is used primarily by individuals for the temporary storage of household items at a permanent facility. Portable storage, which is the sector in which we operate, is used primarily by businesses for secure, temporary storage at the customer’s location. The portable storage industry serves a broad range of industries, including construction, services, retail, manufacturing, transportation, utilities and government.

          Portable storage offers customers a flexible, secure, cost-effective and convenient alternative to constructing permanent warehouse space or storing items at a fixed-site self-storage facility by providing additional space for higher levels of inventory, equipment or other goods on an as-needed basis. Although we are not aware of any published estimates, we believe the portable storage industry is growing due to an increasing awareness of its convenience and cost benefits.

          The portable storage industry is highly fragmented and remains mostly local in nature. We believe that there are more than 2,000 businesses in the U.S. and more than 300 businesses in the U.K. that lease portable storage products. We believe most of these businesses are small, family-run operations.

          We believe we are one of a few competitors in the U.S. and U.K. who possess the branch network, customer relationships and infrastructure to compete on a national and regional basis while maintaining a strong local market presence. We believe that national and regional customers are increasingly seeking providers with a multi-market presence, breadth and quality of product selection, centralized sales and service capabilities and management information tools that provide real-time tracking capability in order to more efficiently satisfy their portable storage needs. We believe that having a local

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presence through an extensive branch network provides a national storage provider a competitive advantage by allowing it to reduce the time and cost of delivering portable storage products to customer sites and provide superior customer service.

Our Business Strengths

          We are a leading provider of portable storage products on a national, regional and local basis in both the U.S. and U.K. We believe our leading position is due to our following strengths:

          Market Leader with Extensive Geographic Coverage and Scale. With our lease fleet of more than 117,000 units and 86 branch locations, we are one of the largest participants in the portable storage industry. Our branch offices have a broad geographic footprint and serve major metropolitan areas in the U.S. and U.K. Our scale enables us to serve a diverse customer base and effectively service national customers on a multi-regional or national basis through our national accounts program while also serving local customers. The size of our fleet also allows us to offer a wide selection of products to our customers and achieve purchasing efficiencies.

          Highly Diversified Customer Base. We have established strong relationships with a diverse customer base in both the U.S. and U.K., ranging from large companies with a national presence to small local businesses. During 2006, we leased or sold our portable storage products to over 45,000 customers. Our customers operate in more than 450 four-digit standard industrial classification codes, including customers in the construction, services, retail, manufacturing, transportation, utilities and government sectors. In 2006, our largest customer accounted for approximately 3% of our total revenues and our top ten customers accounted for approximately 12% of our total revenues. We believe that the diversity of our business limits the impact on us of changes in any given customer, geography or end market.

          Focus on Customer Service and Support. Our operating infrastructure in the U.S. and U.K. is designed to ensure that we consistently meet or exceed expectations by reacting quickly and effectively to satisfy our customers’ needs. On the national and regional level, our administrative support services and scalable management information systems enhance our service by enabling us to access real-time information on product availability, customer reservations, customer usage history and rates. We further support national customers by providing them with a single point of contact to handle all of their portable storage needs. We believe this focus on customer service attracts new and retains existing customers. In 2006, approximately 64% of our lease and lease related revenues were generated from customers who leased portable storage products from us in prior years.

          Significant Cash Flow Generation and Discretionary Capital Expenditures. We have consistently generated significant cash flow from operations by maintaining high utilization rates and increasing the yield of our lease fleet. Our yield equals our lease and lease related revenues divided by the total number of units in our lease fleet. During the last five years, we have achieved an average utilization rate in excess of 80% and our yield increased at a compound annual growth rate of 8.7% . In addition, our cumulative cash flow from operating activities from 2002 to 2006 totaled $154.9 million. A significant portion of our capital expenditures are discretionary in nature, thus providing us with the flexibility to readily adjust the amount that we spend based on our business needs and prevailing economic conditions.

          Experienced Management Team. We have an experienced and proven senior management team, with our ten most senior managers having an average of over 13 years of experience in the equipment leasing industry. Our president and chief executive officer, Douglas Waugaman, has 12 years of experience in the equipment leasing industry and was previously the president and chief operating officer of Rental Service Corporation. Our management team has been integral in developing and maintaining our high level of customer service, deploying technology to improve operational efficiencies and integrating acquisitions. We believe our recent strong operating performance is a direct result of the vision and strategic guidance of our management team.

Our Business Strategy

           Our growth strategy consists of the following:

          Increasing the Utilization and Yield of our Lease Fleet. We are continuously working to increase the utilization and yield of our lease fleet by improving the focus and performance of our sales force, expanding our national accounts program and enhancing our management information systems. Our focus on utilization levels and the yield of our lease fleet has generated increased revenue per customer. Since 2003, the average value of new orders has grown approximately 16% in the U.S. and 29% in the U.K. We believe that the effective use of our real-time information systems allows us to monitor our utilization and better allocate our capital expenditures to branches with increased product demand. These systems also allow us to deploy our lease fleet in a manner that maximizes the yield on our assets. In addition, our management focuses on

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providing value-added services to our customers and maximizing lease rates as units in our lease fleet become available for re-lease.

          Expanding our Existing Markets and Increasing Market Share. We believe that we have an opportunity to grow our existing markets and increase our market share in such markets by raising market awareness of the availability and benefits of portable storage, growing our lease fleet and making complementary in-market acquisitions.

Increasing Market Awareness. Our marketing efforts are designed to raise awareness of the availability and benefits of our portable storage products and thus expand product use by existing customers and attract new customers. Our management team has placed increasing emphasis on our marketing efforts by creating a customer-focused culture, investing in tools such as our CRM software system and adjusting our organization to reward growth and increase branch-level accountability. Our marketing programs include yellow pages advertising and prominent branding of our equipment, as well as telemarketing, targeted mailings and trade shows.

Growing the Lease Fleet of our Existing Branches. One of our goals is to increase the size of our lease fleet at existing branches by focusing our branch managers on delivering same store growth. We plan to achieve this goal by providing branch managers with specific objectives for adding new customers, increasing the number of units on hire and adding product lines that have demonstrated strong results. We also intend to grow by focusing branch managers on targeted industry segments with favorable characteristics and continuing to introduce new products and services.

Continuing “In-Market” Acquisitions. We will also continue to selectively pursue acquisitions of companies in our existing markets. These “in-market” acquisitions are attractive because they immediately increase our customer base and the size of our fleet, add existing revenue-generating relationships, can be fully integrated quickly (usually in one to three weeks) and are typically consolidated into one of our existing locations to eliminate operational redundancies. Since January 2002, we have successfully integrated 37 “in-market” acquisitions.

          Expanding into New Markets. We plan to continue our expansion into new markets in the U.S. and, to a lesser extent, in the U.K., through selective acquisitions and the opening of new branches. We believe there is a significant opportunity to establish branch locations in new markets in the U.S. We currently have branches in 57 of the 100 largest metropolitan statistical areas in the U.S. (defined as an area with a population of 250,000 or more) and plan to expand into a number of the remaining 43 areas. In the U.K., we believe that our existing branch network covers most of the country’s significant metropolitan areas, and therefore, we intend to focus primarily on “in-market” growth in the U.K. rather than expanding into new markets. Since January 2002, we have successfully entered 22 new markets in the U.S. and U.K.

          Growing Our National Accounts. We intend to increase leasing revenues by expanding our national accounts program. We believe that our national branch network, management information systems and other support services give us a significant advantage relative to many of our competitors in servicing national accounts. We have developed a team of national account customer service representatives that provide these customers with a single point of contact, superior service and web-based technology that provides additional value-added services to these customers, such as the ability to track their orders. We have also established a dedicated sales team focused on generating business from these customers. Our national accounts customers generated approximately 25% and 18% of our U.S. lease and lease related revenues in 2006 and in the six months ended June 30, 2007, respectively.

Products and Services

          We provide a broad range of portable storage products to meet the needs of our customers. The following provides a description of our portable storage products and their features:

Storage Containers. Storage containers comprise approximately 78% of our lease fleet. Storage containers vary in size from 10 feet to 48 feet in length, with 20-foot and 40-foot length containers being the most common. Standard storage containers generally are eight feet wide and eight and one-half feet high and are built to the International Organization for Standardization standards for carrying ocean cargo. Historically, we have purchased most of our storage containers used from container leasing companies and brokers. We typically refurbish these containers by removing rust and dents, repairing floors, painting, adding our branded signage and installing new locking systems. We are opportunistic in making storage container purchases. Depending on the prevailing market pricing and supply dynamics, we sometimes purchase new storage containers from manufacturers and their agents instead of purchasing used storage containers from container leasing companies

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and brokers. We also modify many of our storage containers by splitting them into various sizes and providing customized features such as storage and office combination units, shelving, windows, vents and roll-up doors.

Storage Trailers. Storage trailers comprise approximately 9% of our lease fleet. Storage trailers, which vary in size from 28 feet to 53 feet in length, are trailers that are no longer used to move merchandise in interstate ommerce. Our storage trailers, which are used in a manner similar to our storage containers, have wheels and provide elevated storage. We believe these features provide added benefits to many of our customers whose operations involve the use of loading docks. Some of our storage trailers may also be used to transport cargo locally.

Mobile Offices and Accommodation Units. Mobile offices comprise approximately 7% of our lease fleet. We purchase pre-built mobile offices that are made of steel or timber and typically require little or no modification for lease as mobile office units. Mobile office units range from 10 feet to 60 feet in length, and most include air conditioning and heating, phone jacks, tiled floors, secure doors, windows and electrical wiring. The configuration of our offices can be customized by stacking and connecting individual units to make larger offices. In the U.K., where our offices are also referred to as cabins or accommodation units, we also can provide office furniture and specialized features such as toilets or showers.

Cartage Trailers. Cartage trailers comprise approximately 5% of our lease fleet. Our cartage trailers are used by customers to transport goods over the road within a 100-mile radius of our branch location. These trailers are picked up by the customer using their own truck and returned to the same branch location where the unit was leased. Our cartage trailers range in size from 28 feet to 53 feet in length.

           We complement our core business, leasing portable storage products, with the following products and services:

Sales of Portable Storage Products. We sell portable storage products from our branch locations. The majority of the products sold are used storage containers; however, we also sell mobile offices and trailers. Generally, we purchase used portable storage products from our vendors directly for resale. In addition, we occasionally sell new portable storage products that we have purchased directly from the manufacturer or its agents. Buying portable storage products directly for resale adds scale to our purchasing, which is beneficial to overall supplier relationships and purchasing terms. In the normal course of managing our business, we also sell used portable storage products directly from our lease fleet. The sale of these in-fleet units has historically been a cost-effective method of replenishing and upgrading our lease fleet.

Our sales business includes modifying or customizing units to meet customer requirements. Modifications requested by customers range from painting or installing shelves or lock boxes to more substantive conversions of units into finished, portable, insulated, air-conditioned mobile office units that include doors and windows.

Delivery, Pick-up and Repositioning of Portable Storage Products. We deliver portable storage products directly to our customers’ premises using specialized delivery vehicles, and we charge our customers a delivery and pick-up fee. Once our portable storage products are placed on a customer’s site, we can also reposition the units. We subcontract some of this delivery and repositioning work to third parties.

Other Ancillary Products and Services. We lease furniture, steps, shelving and other items to our customers for their use in connection with our portable storage products. We also offer our lease customers a damage waiver program that protects them in case the leased unit is damaged. For customers who do not select the damage waiver program, we bill them for the cost of any repairs.

Branch Network

          We operate our business through 86 branch locations throughout the U.S. and U.K. Because geographic accessibility to customers is a necessity of the portable storage industry, we believe that our strategy of employing a broad branch network allows us to better serve our existing customers and attract new customers.

          Our 86 locations are managed by 73 branch managers, with some branch managers assigned to oversee one or more smaller locations in markets adjacent to their primary branch. Our branches typically have a sales staff dedicated to the local market, with transportation personnel responsible for delivery and pick-up of our units and yard personnel responsible for loading and unloading units and performing modifications, repairs and maintenance. In certain regions of the U.S., some of our branches also act as hubs. These hubs serve as the primary procurement, modification and maintenance centers for

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branches located within the region. These hubs help lower the operating costs of our non-hub branches and provide non-hub branches with a broader selection of portable storage products.

          In addition, we occasionally use agency arrangements to supplement our branch network. In a typical agency arrangement, an independent contractor stores, delivers and retrieves our equipment in return for delivery and pick-up fees and commissions on revenues. We believe that agencies, which typically have a lease fleet of 50 to 300 units, are a cost-effective way of expanding into new markets. When a critical level of leasing and sales volume is attained in these markets, we review our agency relationships to determine if a stand-alone operation or an acquisition in that market would be prudent. Agency agreements are typically renewable annually and cancelable upon 60 days’ notice prior to their applicable renewal dates. We have 10 agencies in addition to our 86 branch locations. At June 30, 2007, approximately 910 storage containers and storage trailers were leased to our customers through agency arrangements.

Refurbishment and Maintenance of Fleet

          We typically refurbish used storage containers before adding them to our lease fleet. Refurbishment can include removing rust and dents, repairing floors, painting, installing new seals around the doors and installing a new locking system. These refurbishments are typically performed at the branch locations, but in some circumstances, the units are refurbished by one of our hub locations before being sent to a branch. To meet specialized demand for products, we also on occasion perform customizations of units, including splitting units to create multiple smaller units and other substantial modifications. These customizations can be performed by our U.S. hubs and some of our larger branch locations. Smaller U.S. branches and our U.K. branches typically outsource the splitting of units to a third party.

          Used storage trailers typically require similar refurbishments as those described for storage containers, but may also require unique refurbishments, including repairing or replacing brakes and brake lights and replacing tires. Many of these trailer refurbishments are done by our hubs and branches, but brake repairs are typically performed by third parties.

          Our mobile office units are typically bought new and do not require refurbishment when purchased. In certain circumstances, our offices require assembly, which is also outsourced to a third party.

          Ongoing maintenance to our lease fleet is performed on an as-needed basis and is intended to maintain the value of our units and keep them in lease-ready condition. Most of this maintenance on storage containers, storage trailers and mobile offices is performed in-house. Maintenance requirements on containers are generally minor and include removing rust and dents, patching small holes, repairing floors, painting and replacing seals around the doors. Storage trailer maintenance may also include repairing or replacing brakes, lights, doors and tires. Brake repairs are typically outsourced. Maintenance requirements for offices tend to be more significant than for storage containers or storage trailers and may involve repairs of electric wiring, air conditioning units, doors, windows and roofs. Major office repairs are often outsourced. Whether performed by us or a third party, the cost of maintenance and repair of our lease fleet is included in our yard costs.

Customers

          We have established strong relationships with a diverse set of customers, ranging from large national retailers and manufacturers to local sole proprietors. During 2006, we leased our portable storage products to a diversified base of more than 45,000 national, regional and local companies in more than 450 four-digit standard industrial classification codes including the construction, services, retail, manufacturing, transportation, utilities, wholesale and government sectors. In 2006, our largest customer accounted for approximately 3% of total revenues and our top ten customers accounted for approximately 12% of our total revenues. During 2006, we sold our equipment to over 4,000 customers. In 2006, our largest sales customer accounted for approximately 2% of total sales revenues and our top ten sales customers accounted for approximately 14% of our total sales revenues.

          Historically, our customer base in the U.S. and U.K. has been relatively stable from year to year. We estimate that our U.S. lease and lease related revenues and U.S. sales revenues in 2006 came from the following end markets:

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          We estimate that our U.K. lease and lease related revenues and U.K. sales revenues in 2006 came from the following end markets:

          On an aggregate basis, we estimate that our most significant customers in terms of revenues participate in the construction, services, retail, manufacturing, transportation, communications and utilities, wholesale and government sectors.

Construction. Construction customers include a diverse selection of contractors and subcontractors who work on both residential buildings and commercial projects, such as office buildings, warehouses, highway and street repair, and plant shutdowns and refurbishments. We believe our construction customer base is characterized by a wide variety of contractors and subcontractors, including general contractors, mechanical contractors, plumbers, electricians and roofers. Contractors typically use storage containers to securely store construction materials and supplies at construction sites. They also lease our mobile office units to provide on-site offices and facilities. Because many of our customers operate in multiple segments of the construction industry, it is difficult for us to determine exactly to what extent our units are used in commercial versus residential construction. Nevertheless, we believe the majority of our lease and lease related revenue is derived from the commercial construction market. Demand from our construction customers tends to be higher in the second and third quarters when the weather is warmer, particularly in the U.S.

Services. Service customers include equipment leasing companies that sublease our equipment, entertainment companies, schools, hospitals, medical offices and theme parks. These customers typically use our storage containers to store a wide variety of goods. These customers also lease mobile offices for special events.

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Retail. Retail customers include both large national chains and small local stores. These customers typically lease storage containers and storage trailers to store excess inventory and supplies. Retail customers also use our storage products during store remodeling or refurbishment. Demand from these customers can be seasonal and tends to peak during the winter holidays.

Manufacturing. Manufacturing customers include a broad array of manufacturers, including oil refineries, petrochemical refineries, carpet manufacturers, textile manufacturers and bottling companies. They generally lease storage containers and storage trailers to store both inventory and raw materials.

Transportation, Communication and Utilities. These customers include freight forwarders, recycling plants, electric utilities and marinas. These customers use storage containers and storage trailers to store a wide variety of materials and goods.

Wholesale. Wholesale customers include food suppliers, furniture wholesalers and apparel wholesalers. These customers typically lease storage containers and storage trailers to store their inventories.

Government. Government customers include public schools, correctional institutions, fire departments as well as the U.S. military. These customers generally lease storage containers and storage trailers to safeguard materials used in their day-to-day operations and various government projects.

Sales and Marketing

          As of June 30, 2007, our sales and marketing team consisted of 202 people of which 164 are in the U.S. and 38 are in the U.K. Members of our sales group act as our primary customer service representatives and are responsible for fielding calls, processing credit applications, quoting prices and handling orders. Our marketing group is primarily responsible for coordinating direct mail and other advertising campaigns, producing company literature and creating promotional sales tools. Our centralized support services group handles all billing, collections and other support functions, allowing our sales and marketing team to focus on addressing the needs of our customers. Our marketing programs emphasize the cost-savings and convenience of using our products versus constructing temporary or permanent storage facilities. We market our services through a number of promotional vehicles, including the yellow pages, prominent branding of our equipment, telemarketing, targeted mailings, trade shows and limited advertising in publications.

          The development of our marketing programs involves branch managers, regional vice presidents and senior management, all of whom participate in devising branch-by-branch marketing strategies, demand forecasts and our branch marketing budgets. Our branch managers, working with our corporate marketing team, determine the timing, content and target audience of direct mailings, specials and promotional offers, while our corporate office manages the marketing process itself to ensure the consistency of our message, achieve economies of scale and relieve our local branches of the administrative responsibility of running our marketing programs. We believe that our approach to marketing is consistent with the local nature of our business and allows each branch to employ a customized marketing plan that fosters growth within its particular market.

          In an effort to further develop relationships with multi-regional and national customers who generally centralize their procurement of portable storage products, we implemented our U.S. national accounts program in 1999, under which we enter into agreements with customers to provide them with a single contact for nationwide account servicing and pricing. All of our national accounts customers have the ability to access our extranet and view the status of their lease units on a location and unit basis in real time. As of June 30, 2007, we had nine customer service representatives and five members of our sales and marketing team dedicated to our U.S. national accounts program. Our national accounts customers in the U.S. generated approximately 25% of our U.S. lease and lease related revenues in 2006. Based on the success of the national accounts program in the U.S., we launched a similar program in the U.K. in May 2003.

          In addition to our traditional sales and marketing efforts, we have established strategic relationships with several equipment leasing companies that have designated us as a preferred vendor of storage units. Through these relationships, our strategic partners will offer our storage units through their retail networks to their customers in return for a commission.

Investment in Lease Fleet

          We expand our lease fleet both by making capital expenditures and by acquiring fleets owned by other businesses. The amount we spend is highly discretionary and can be readily adjusted to respond to business needs and prevailing economic conditions. We are not “locked in” to any material long-term purchase contracts with suppliers or manufacturers. Additionally, given the long life and durability of our lease fleet assets, we do not have the fleet replacement issues faced by

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many general equipment leasing companies whose estimated useful life for their fleet assets are generally up to 10 years. By contrast, our lease fleet assets have useful lives of between 10 and 20 years.

          We closely monitor capital expenditures for additions to our fleet, as well as those incurred in connection with upgrades, conversions and modifications of our existing units. We review all fleet capital expenditures at the branch and corporate levels to ensure that we are investing our capital prudently, including by reviewing utilization rates and evaluating specified returns on invested capital.

          We purchase used fleet containers from container leasing companies, shipping lines, container depots and brokers and new containers from manufacturers in China or their agents. Container leasing companies are companies that lease containers primarily to the large shipping companies that use these containers to store goods as they transport them over the ocean. After using a container for a number of years, the container leasing companies and the shipping lines will often sell their used containers to brokers or portable storage companies like us. Container depots are typically companies located near seaports that store and maintain containers for the container leasing companies and the shipping companies. They often sell used containers on behalf of the shipping companies and container leasing companies or buy and then resell the units themselves.

          The price of new storage containers has fluctuated in recent years. For example, the average price of a new 20 foot container increased from $1,290 in January 2003 to approximately $2,030 in June 2007 due to increases in the spot price for steel, generally stronger economic conditions and limited availability of used units due to the higher utilization rates of the container leasing companies. In the first six months of 2007, the price of a new 20-foot storage container has ranged from $1,600 to $2,280 per unit.

          The price of used storage containers is driven by local market factors, including proximity to shipping ports. Over the past few years, used container pricing has had less fluctuation than the price of new containers. In general, the gap between new and used 20 foot containers is approximately $600 to $1,000 per unit. The average price of used containers increased from approximately $700 per unit in 2003 to approximately $1,400 in June 2007.

          We purchase our storage trailers primarily from trailer leasing companies and trucking companies. During the economic slowdown in the U.S. in 2002 and 2003, we saw the availability of used trailers increase and prices decline. With the recent stronger economy, we believe the supply of used trailers has tightened and prices have increased.

          We purchase the majority of our mobile office units new directly from the manufacturers. These manufacturers are located primarily in the U.K., Germany and the U.S. Because most of the mobile offices that we purchase have been made primarily of steel, the price of those units tends to fluctuate with the price of steel and therefore have increased significantly since 2002.

          We supplement our fleet spending with acquisitions. Since January 2002, we have completed 37 “in-market” acquisitions and 22 new market acquisitions in the U.S. and U.K. We believe that acquisitions provide us with an attractive growth alternative given the prices we pay and our extensive acquisition and integration experience. We generally acquire assets and operations similar to our own, and these acquisitions extend our customer base. Acquisitions are generally fully integrated into our existing locations within one to three weeks. While the timing and cost of acquisitions are difficult to predict, we regularly evaluate such opportunities.

          While we are not a party to any long term supply agreements and demand has varied over time, we believe there is a sufficient supply of both new and used storage containers, storage trailers and mobile offices. If we were unable for any reason to continue our relationship with our existing suppliers, we believe there are multiple alternative sources of supply available to us on similar terms for the purchase of both new and used portable storage products and mobile offices. We also believe that such supply will continue to be sufficient to meet our demand for the foreseeable future.

Management Information and Back Office Systems

          Our management information systems, including the RentalMan software program, are scalable and provide us with critical information to help us manage our business. Utilizing our systems, we track a number of key operating and financial metrics including utilization, lease rates, customer trends and fleet data. All our branches use RentalMan and are electronically linked to our AS/400 mainframe system. Branch managers and corporate management use RentalMan to monitor pricing, utilization and customer activity. With RentalMan, we can individually track the units in our lease fleet and monitor the performance of each of our branch locations on a real-time basis. We have also supplemented the information provided by RentalMan with a database system that provides branch managers with an Internet-based tool through which they can easily monitor on a daily basis their branch performance using a number of key metrics. Our systems also capture

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detailed customer and usage information which we use to target new customers as well as increase the penetration of our existing customer base.

          We enhanced our information systems by implementing a sales management tool using Siebel’s CRM OnDemand, to more effectively provide leads to our sales force and track the success of our sales and marketing efforts. The implementation of Siebel’s CRM OnDemand sales management tool has been completed in the U.S. and in the U.K.

Billing and Lease Terms

          We manage our billing process centrally at our Burbank, California offices for our operations in the U.S. and at our Middlesbrough, England office for our operations in the U.K. Each of our branches maintains a price book with rates that are determined centrally and reviewed by our senior management. We generally invoice our U.S. customers in advance on a 28-day cycle and our U.K. customers monthly in arrears.

          The lease period for our portable storage products varies, but averages approximately17 months for storage containers and23months for trailers. Leases for our units are typically structured on a month-to-month basis with no fixed term. In addition to the monthly lease rates, our customers are responsible for the costs of delivery and pickup.

Competition

          With the exception of mobile offices in the U.S., the portable storage industry is highly fragmented, with numerous participants at the local level leasing and selling storage containers, storage trailers and other structures used for temporary storage. We believe that participants in our industry compete on the basis of customer relationships, price, service, delivery speed and breadth and quality of equipment offered. In several of our markets, we compete with one or more local portable storage providers as well as a limited number of large national companies. Some of our competitors may have greater market share, less indebtedness, greater pricing flexibility or superior marketing and financial resources. Our largest competitors in the storage container and storage trailer markets in the U.S. are Mobile Mini, Inc., Williams Scotsman International, Inc., and National Trailer Storage. Our largest competitors in the U.S. mobile office market are GE Modular Space and Williams Scotsman International, Inc. Our largest competitors in the storage container and mobile office markets in the U.K. are Elliott Group, GE Modular Space, Speedy Space, Mobile Mini UK and Hewden Mobac Ltd. To a lesser degree, we also compete with fixed-site self-storage facilities, such as U-Haul International, Inc., Public Storage, Inc. and Shurgard Storage Centers, Inc.

Properties

          Corporate Headquarters. We maintain our headquarters in a facility of approximately 16,000 square feet in Glendale, California, which is approximately 8 miles north of downtown Los Angeles. Our executive, financial, accounting, legal, marketing and human resources functions are located there. The lease of the headquarters will expire in November 2014.

          Branch Locations. We own our branch locations in Gardena, California; Fresno, California; Chicago, Illinois; Bridgend, Wales; and Manningtree, England. We lease all of our other branch locations. We believe that none of our individual branch locations is material to our operations, and we also believe that satisfactory alternative properties could be found in all of our markets if necessary.

Employees

          As of June 30, 2007, we had approximately 920 employees, of whom approximately 620 were located in the U.S. and approximately 300 in the U.K. We have not had a work stoppage since our founding in 1987, and none of our personnel are represented under collective bargaining agreements with us. We believe we have good relations with our employees.

Regulatory and Environmental Compliance

          We are subject to certain federal, state, local and foreign environmental, transportation, health and safety laws and regulations. We incur significant costs to comply with these laws and regulations, but from time to time we may be subject to additional costs and penalties as a result of non-compliance. The discovery of currently unknown matters or conditions, new laws and regulations or different enforcement or interpretation of existing laws and regulations could materially harm our business or operations in the future.

          In the U.S., we are subject to federal, state and local laws and regulations that govern and impose liability for activities and operations which may have adverse environmental effects such as discharges to air and water, as well as

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handling and disposal practices for hazardous substances and other wastes under the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, the Clean Water Act, the Clean Air Act and similar state and local laws and regulations. In the ordinary course of business, we use and generate substances that are regulated or may be hazardous under environmental laws. Environmental laws also may impose liability for activities such as soil or groundwater contamination and off-site waste disposal, including such contamination or disposal that occurred prior to the acquisition of our businesses. We may incur costs related to alleged environmental damage associated with past or current properties owned or leased by us.

          In the U.K., our operations are subject to the requirements of the Environmental Protection Act, the Health and Safety at Work Act and the Town and County Planning Acts, and under these statutes, are subject to regulation by the Environment Agency, the Health and Safety Executive and local government authorities.

          We have conducted preliminary environmental assessments on some of our owned and leased properties, primarily those acquired from Raven Hire Limited in November 2001. These assessments generally consist of an investigation of environmental conditions at the subject property (not including soil or groundwater sampling or analysis), as well as a review of available information regarding the site and publicly available data regarding conditions at other sites in the vicinity. As a result of these property assessments, we have become aware that current or former operations or activities at some of our properties have not been or may not be in compliance with environmental laws relating to such matters as air emissions, wastewater discharges and hazardous substance use, or may have resulted in soil and/or groundwater contamination. In this regard, certain such facilities are the subject of environmental investigations or remedial actions.

          To date, no environmental matter has been material to our operations. Based on our past experience and the estimated costs of matters identified in the preliminary environmental assessments, we believe that any environmental matters relating to us of which we are currently aware will not be material to our overall business or financial condition. We do not currently maintain environmental insurance.

Legal Proceedings and Insurance

          We are a party to various legal proceedings arising in the normal course of our business. We carry insurance, subject to deductibles under the specific policies, to protect us against losses from legal claims. As of the date of this prospectus, we are not a party to any material legal proceedings nor, to our knowledge, is any material legal proceeding threatened against us.

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MANAGEMENT

Directors and Executive Officers

          Our directors, executive officers and key employees, their ages, their positions and a brief description of their business experience are as follows:

Name	Age	Position(s)
Douglas Waugaman	49	President, Chief Executive Officer and Director
Sanjay Swani	40	Chairman of the Board of Directors
Jerry Vaughn	62	Executive Vice President—Administration
Allan Villegas	38	Chief Financial Officer
Christopher Wilson	40	General Counsel and Assistant Secretary
William Armstead	43	Regional Vice President—Southwest Region, Pacific Northwest Region and Pacific
		Southwest Region, Mobile Storage
Jody Miller	40	Regional Vice President—Southeast Region and North Region, Mobile Storage
Ronald Halchishak	60	Managing Director—Ravenstock MSG
Ronald Valenta	48	Director
James Robertson	48	Director
Anthony de Nicola	43	Director
Michael Donovan	31	Director
James Martell	53	Director

          Douglas Waugaman has served as our President and Chief Executive Officer since March 2003. Mr. Waugaman served as the Managing Director of Ravenstock MSG from October 2004 to July 2007. Mr. Waugaman served as the President and Chief Executive Officer of Petropac Solutions, Inc. from April 2002 to January 2003, as the Chief Financial Officer of Galtronics, Inc. from October 2001 to March 2002 and as the President and Chief Operating Officer of Rental Service Corporation from April 1999 to March 2001. Mr. Waugaman graduated with a B.S. from Miami University.

          Sanjay Swani became the Chairman in August 2006. Mr. Swani is a general partner of Welsh Carson. Mr. Swani joined Welsh Carson in 1999 and focuses on investments in the information and business services industries. Prior to joining Welsh Carson, Mr. Swani was a Director with Fox, Paine & Company, a San Francisco-based private equity firm from 1998 to 1999. He is currently a board member of ITC DeltaCom, Inc. Mr. Swani graduated from Princeton University in 1987 and earned concurrent degrees from Harvard Law School and the MIT Sloan School of Management in 1994.

          Jerry Vaughn has served as our Executive Vice President—Administration since November 2006. Mr. Vaughn served as the Senior Vice President—Chief Financial Officer of Valor Communications Group, Inc. from October 2005 to July 2006 and as the Chief Financial Officer of U.S. Unwired, Inc. from June 1999 to August 2005. Mr. Vaughn graduated with a B.A. from Indiana State University and earned an M.B.A. from the University of Michigan.

          Allan Villegas has served as our Chief Financial Officer since November 2005. Mr. Villegas served as Corporate Controller of American Reprographics Company from November 1998 to November 2005. From 1993 to 1998, Mr. Villegas was with the accounting firm of Ernst & Young LLP in Los Angeles and served most recently as Audit Manager. Mr. Villegas graduated with a B.S. in Business Administration from California State University of Los Angeles in 1993.

          Christopher Wilson has served as our General Counsel and Assistant Secretary since February 2002. Prior to joining us, he practiced corporate law as an associate at Paul, Hastings, Janofsky & Walker LLP from 1998 to 2002. Mr. Wilson graduated with a B.A. from Duke University in 1989 and a J.D. from Loyola Law School of Los Angeles in 1993.

          William Armstead has been the Regional Vice President—Southwest Region since September 2004, the Regional Vice President—Pacific Southwest Region since February 2006 and the Regional Vice President—Pacific Northwest since February 2007 . Prior to joining us, Mr. Armstead served as the District Manager of Rental Service Corporation. Mr. Armstead worked for Rental Service Corporation from July 1987 to September 2004. Mr. Armstead attended Colorado State University. Mr. Armstead has been working in the equipment leasing and portable storage industry for 30 years.

          Jody Miller has been the Regional Vice President—Southeast Region and North Region since March 2004. Prior to joining us Mr. Miller served as the Regional Vice President of Rental Service Corporation. Mr. Miller worked at Rental Service Corporation from October 1988 to February 2004. Mr. Miller graduated from Central Missouri State University with

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a degree in construction engineering. Mr. Miller has been working in the equipment leasing and portable storage industry for 20 years.

          Ronald Halchishak has been the Managing Director of Ravenstock MSG since July 2007. From January 2007 to July 2007 he served as a consultant to Ravenstock MSG, and from June 2003 to January 2007 he served as the Vice President of the Mid-Atlantic for Nations Rent. Prior to that position, Mr. Halchishak served as the Division President at Rental Service Corporation from June 1991 to March 2001. Mr. Halchishak graduated from Humboldt State University with a B.A. in political science and psychology. Mr. Halchishak has been working in the equipment leasing business for 29 years.

          Ronald Valenta has served as a member of the Board of Directors since 1998. From March 2003 to the present, Mr. Valenta has served as a consultant to Mobile Storage. Mr. Valenta has served as the Chief Executive Officer, Chief Financial Officer, Secretary and Director of General Finance Corp. from October 2005 to the present. Mr. Valenta served as our President and Chief Executive Officer from 1988 to March 2003. Ernst & Young LLP recognized Mr. Valenta as one of its Entrepreneurs of the Year in 2000. From 1985 to 1989, Mr. Valenta was a Senior Vice President with Public Storage, Inc. From 1980 to 1985, Mr. Valenta was with the accounting firm of Arthur Andersen & Co. in Los Angeles. He graduated with a B.S. from Loyola Marymount University.

          James Robertson has served as our Director since 1988. Mr. Robertson served as our Executive Vice President from December 2001 to July 2006. Mr. Robertson served as the Interim Chief Financial Officer from June 2001 to May 2002. From 1985 to 1989 Mr. Robertson was a Vice President with Public Storage, Inc. From 1981 to 1985, Mr. Robertson was with the accounting firm of Coopers and Lybrand in Los Angeles. Mr. Robertson graduated with a B.S. from Loyola Marymount University.

          Anthony de Nicola became a director in August 2006. Mr. de Nicola is a general partner of Welsh Carson. Mr. de Nicola joined Welsh Carson in 1994 and focuses on the information and business services and communications industries. He is currently a board member of ITC DeltaCom, Inc., Centennial Communications Corp. and RH Donnelly, Inc. Mr. de Nicola graduated from DePauw University in 1986 and received an M.B.A. from Harvard Business School in 1990.

          Michael Donovan became a director in August 2006. Mr. Donovan is a principal at Welsh Carson. Mr. Donovan joined Welsh Carson in 2001 and focuses on investments in the information and business services and communications industries. Prior to joining Welsh Carson, Mr. Donovan worked at Windward Capital Partners from 2000 to 2001 and in the investment banking division of Merrill Lynch from 1998 to 2000.

          James Martell became a director on August 28, 2006. Since 2005, Mr. Martell has served as Non-Executive Chairman of Ozburn-Hessey Logistics, a portfolio company of Welsh Carson. Mr. Martell served as the President and Chief Executive Officer of SmartMail from 1999 to 2004. Prior to SmartMail, Mr. Martell served as the Chief Executive Officer of the Americas for Union Transport Service. Mr. Martell graduated from Michigan Technological University with a B.S. in Business Administration.

Board of Directors

          Our business and affairs are managed under the direction of our board of directors. Our board is comprised of seven directors and Mr. Swani serves as the Chairman. Welsh Carson and certain affiliated funds currently have the power to control our affairs and policies. Welsh Carson and affiliated funds also control the election of our directors. A majority of the members of our Board of Directors are representatives of Welsh Carson. See “Risk Factors—Risks Relating to our Business—We are owned by Welsh Carson and their interests as equity holders may conflict with yours as a creditor” and “Certain Relationships and Related Party Transactions.”

Board Committees; Independence

          Our board of directors has four standing committees: an audit committee, a compensation committee, a nominating committee and an executive committee.

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          The following is a brief description of our committees.

          Audit Committee. The audit committee selects our independent auditors, reviews our internal accounting procedures, monitors compliance with our code of ethics and reports to the board of directors with respect to other auditing and accounting matters, the scope of annual audits, fees to be paid to our independent auditors and the performance of our independent auditors. The audit committee consists of Mr. Donovan (Chairman) and Mr. Robertson.

          Compensation Committee. The compensation committee administers our stock incentive and other employee benefit plans and is responsible for determining the compensation, including stock option grants, we provide to our executive officers. The compensation committee consists of Mr. Swani (Chairman), Mr. de Nicola and Mr. Donovan.

          Nominating Committee. The nominating committee considers and recommends nominees for the board of directors. The nominating committee consists of Mr. Swani (Chairman) and Michael Donovan.

          Executive Committee. The stockholders agreement requires that the board of directors establish and at all times maintain an executive committee consisting of five directors, composed of (i) our chief executive officer, (ii) a director designated by Welsh Carson, (iii) a director designated by WCAS Capital Partners IV, L.P. and (iv) two directors designated by the holders of a majority of the common stock held by the Welsh Carson stockholders. The current members of the executive committee are Messrs. Waugaman, Swani, Donovan, de Nicola and Martell. The approval of the executive committee is required for certain non-ordinary course actions by us and our subsidiaries.

Officers

          Our officers are appointed by our board of directors on an annual basis and serve until their successors have been duly elected and qualified. There are no family relationships among any of our directors, officers or key employees.

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COMPENSATION OF EXECUTIVE OFFICERS

Compensation Discussion and Analysis

Overview

          On August 1, 2006, MSG Parent acquired all of the capital stock of Mobile Services pursuant to the Merger Agreement. MSG Parent is a holding company that is owned by Welsh Carson, certain other investors and members of our management team. Our current executive officers, Messrs. Waugaman, Villegas, Miller, Wilson and Armstead, are responsible for matters of company policy and are our “Named Executive Officers.”

          Prior to the Acquisition, we followed the established compensation approval guidelines put in place by our compensation committee. The compensation committee adopted executive compensation programs to align the interests of executives with stockholders by rewarding executives for the achievement of long-term and strategic goals. Each executive compensation program was reevaluated each year. All compensation decisions regarding our Named Executive Officers were approved by the compensation committee. After the Acquisition, our board of directors created a compensation committee to assist it in fulfilling its responsibility to stockholders with respect to the oversight of the policies and programs that govern all aspects of the compensation of our executive officers. The compensation committee created and will continue to review our compensation philosophy and approve all elements of our compensation program for our executive officers.

          Our board of directors consists of six non-employee directors, three of whom are employed by affiliates of Welsh Carson, and one employee director, Mr. Waugaman, our chief executive officer. The compensation committee consists of Sanjay Swani, Anthony de Nicola and Michael Donovan, who are employed by affiliates of Welsh Carson. Messrs. Swani, de Nicola and Donovan are responsible for the oversight, implementation and administration of all of our executive compensation plans and programs.

Compensation Policies and Practices

           The primary objectives of our executive compensation program are to:

attract and retain the best possible executive talent;

achieve accountability for performance by linking annual cash and long-term incentive awards to achievement of measurable performance objectives; and

align executives’ incentives with stockholder value creation.

          We design and implement our executive compensation programs to encourage our executive officers to operate the business in a manner that enhances stockholder value. An objective of our compensation program is to align interests of our executive officers with our stockholders’ short and long-term interests by providing a significant portion of our executive officers’ compensation through equity-based awards. In addition, a substantial portion of our executives’ overall compensation is tied to our financial performance, specifically EBITDA targets. Our compensation philosophy provides for a direct relationship between compensation and the achievement of our goals and seeks to include management and upside rewards. Prior to determining any compensation package or reward, the compensation committee considers the impact of accounting and tax treatment of each particular compensation package or award, including the accounting for and tax treatment of stock options.

          We seek to achieve an overall compensation program that provides foundational elements such as base salary and benefits that are generally competitive with the median marketplace as well. Our executive compensation consists of the following components:

base salary;

annual cash-based incentive awards;

long-term incentive awards – stock option grants; and

employee benefits and other perquisites.

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Compensation Setting Process

          We just completed our first, partial fiscal year since the Acquisition in August 2006. All of our compensation practices that were in place prior to the Acquisition were established by our former parent company. In connection with the Acquisition, the compensation committee recommended to the board of directors and the board of directors approved several changes to our executive compensation program during August 2006. MSG Parent established the MSG WC Holdings Corp. 2006 Stock Option Plan (the 2006 “Stock Option Plan”), the MSG WC Holdings Corp. 2006 Stock Incentive Plan (the “2006 Stock Incentive Plan”) and the MSG WC Holdings Corp. 2006 Employee Stock Option Plan (the “2006 Employee Stock Option Plan”) for the benefit of, and to incentivize, our officers, directors and other employees and independent contractors of Mobile Storage in the U.S. and of Ravenstock MSG in the U.K. The compensation committee of MSG Parent also approved the 2007 U.S. Corporate Incentive Plan to more heavily weight the achievement of financial targets in determining executive officers’ compensation and the 2007 U.K. Special Incentive Plan to encourage the achievement of certain financial goals by Ravenstock MSG. None of these plans have been approved by stockholders.

          The compensation committee approves or recommends to the board for approval all compensation decisions for the Named Executive Officers, including the grant of equity awards. The compensation committee annually reviews and approves or recommends to the board for approval the compensation decisions with respect to the Named Executive Officers to help ensure that such persons are fairly compensated based upon their performance and contribution to our growth and profitability and that such compensation decisions support our objectives and stockholder interests.

          All of our Named Executive Officers are subject to an employment agreement with us. Under the terms of the employment agreements, the compensation committee annually reviews and may adjust the respective employee’s annual base salary and short- and long-term incentive award opportunities. For additional information regarding the employment agreements, see “—Employment Agreements” below.

Benchmarking and Peer Group

          To date, we have not engaged in the benchmarking of executive compensation but we may do so in the future. Each member of our compensation committee is employed by an affiliate of Welsh Carson, our principal stockholder. Welsh Carson focuses its investment activity exclusively in two industries: information and business services and healthcare. We gather information regarding compensation through our review of publicly available information from our peer group of competitors within the portable storage and similar industries and through our compensation committee’s experience with Welsh Carson’s affiliated portfolio companies.

          In setting executive compensation, our compensation committee reviews the peer group compensation information, our existing compensation levels and our past compensation philosophies in implementing the base salary, short-term cash-based incentive award opportunities and long-term equity-based incentive award opportunities for the Named Executive Officers.

          In setting compensation for our chief executive officer, one of the factors considered by our compensation committee is the data on compensation paid to similarly situated executive officers of the companies comprising the peer group. Our compensation committee also considers various other factors, such as the term of the existing employment agreement, the minimum short-term cash-based incentive award and long-term equity-based incentive award opportunities set forth in the employment agreement, rights upon termination of employment set forth in the employment agreement and our long- term incentive compensation plans, and restrictive covenants set forth in the employment agreement and award agreements under our long-term incentive compensation plans.

Compensation Program Components

          Base Salary

          Base salary is established based upon the experience, skills, knowledge and responsibilities required of the executive officers in their respective roles. We considered a number of factors in establishing base salaries of the executive officers, including the years of service of the individual, the individual’s duties and responsibilities, the ability to replace the individual, base salary at the individual’s prior employment and market data for similar positions with competitive companies. We gather information to assess these factors through various recruitment and search consultants and through our directors’ experience with Welsh Carson’s affiliated portfolio companies. We seek to maintain base salaries that are competitive with the marketplace to allow us the attract and retain executive talent.

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          Salaries for executive officers are reviewed on an annual basis, at the time of promotion or other change in level of responsibilities, as well as when competitive circumstances may require review. Increases in salary are based upon an evaluation of several factors, including an individual’s level of responsibility, performance and level of compensation compared to comparable companies, including companies owned by Welsh Carson affiliates. In January 2006, we raised the base salary of our chief executive officer by $50,000 to $350,000 to make his base salary competitive with salaries for chief executive officers of companies of comparable size to Mobile Storage.

          Cash-Based Incentive Awards

          The compensation committee has the authority to award discretionary annual bonuses to our executive officers under the terms of our 2007 U.S. Corporate Incentive Plan and the 2007 U.K. Special Incentive Plan, each of which were adopted by our board of directors in February 2007. These plans were adopted to reward the achievement of defined financial goals that fit within our strategic plans. The compensation committee will continue to have the authority to award bonuses, set the terms and conditions of those bonuses and take all other actions necessary for the plans’ administration. These awards are intended to compensate officers for achieving financial targets and operational goals and for achieving individual annual performance objectives. These objectives vary depending on the individual executive, but relate generally to strategic and financial factors such as achieving industry-leading growth, providing superior customer service and creating an employee-driven organization. We believe that linking executive compensation to the achievement of certain goals increases accountability and creates clear criteria for executive compensation.

          Under our 2007 U.S. Corporate Incentive Plan and the 2007 U.K. Special Incentive Plan, for each fiscal year, the compensation committee will select the terms and conditions applicable to any award granted under the plan and a participant will be eligible to receive an award under the plan in accordance with such terms and conditions. Awards will be paid in cash and will generally be paid in the first quarter following completion of the annual audit for the prior fiscal year. The actual amount of discretionary bonus will be determined following a review of each executive’s individual performance and contribution to our strategic goals. Neither plan fixes a minimum or maximum payout for any executive officer’s annual discretionary bonus.

          Pursuant to their employment agreement, each executive officer is eligible for a discretionary annual bonus up to an amount equal to a specified percentage of such executive’s salary. However, the compensation committee may adjust the discretionary annual bonus paid to our executive officers, and the discretionary bonus awarded to certain officers in 2007 for performance in 2007 to the extent financial targets are met or if individual initiatives are advanced or completed. The actual amount of discretionary bonus is determined following a review of each executive’s individual performance and contribution to our strategic goals for the most recently completed fiscal year, which is conducted during the first quarter of each fiscal year. The compensation committee has not fixed a minimum or maximum payout for any executive officer’s annual discretionary bonus.

          Long-Term Equity Compensation

          We believe that long-term performance is achieved through an ownership culture that encourages such performance by our executive officers through the use of stock and stock-based awards. Our stock compensation plans have been established to provide certain of our employees, including our executive officers, with incentives to help align those employees’ interests with the interests of stockholders. The compensation committee believes that the use of stock and stock-based awards offers the best approach to achieving our compensation goals. We have not adopted stock ownership guidelines, and our stock compensation plans have provided the principal method for our executive officers to acquire equity interests in us. We believe that the annual aggregate value of these awards should be set near levels for comparable companies in the portable storage industry.

          Our 2006 Stock Option Plan, 2006 Stock Incentive Plan and 2006 Employee Stock Option Plan are intended to (i) optimize our profitability and growth through long-term incentives that are consistent with our goals and that link the interests of participants to those of our stockholders, (ii) provide participants with an incentive for excellence in individual performance, (iii) provide flexibility to help us motivate, attract and retain the services of participants who make significant contributions to our success, and (iv) allow participants to share in our success. Our compensation committee administers these equity compensation plans, including selecting award recipients, setting the exercise price, if any, of awards, fixing all other terms and conditions of awards, and interpreting the provisions of these equity compensation plans.

          Types of Awards—Our compensation committee has the authority to grant various types of awards to employees under the 2006 Stock Option Plan. These types of awards include:

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Performance Shares and Performance Units. Performance shares and performance units are linked to our performance over a performance cycle designated by our compensation committee. These awards will be paid only to the extent that we attain the corresponding performance goals. These awards are payable in cash, common stock or a combination of both, as determined by our compensation committee. Before the performance shares or performance units have vested, no dividends are payable, but participants holding performance shares or performance units may be credited with dividend equivalents equal to the amount or value of the dividends that would have been paid on the underlying shares of the unvested awards if they were vested, or as otherwise outlined in the separate award agreements for the performance shares or performance units.

Restricted Stock and Restricted Stock Units. Restricted stock and restricted stock units represent grants of our common stock or stock units that are subject to a risk of forfeiture or other restrictions that lapse when one or more performance or other objectives, as determined by our compensation committee, are achieved. Any awards will be subject to such conditions, restrictions and contingencies as our compensation committee determines. Restricted stock units are payable in cash, common stock or a combination of both, as determined by our compensation committee. During the restriction period, no dividends are payable on unvested shares, but participants holding shares of restricted stock may be credited with dividend equivalents equal to the amount or value of the dividends that would have been paid on the unvested shares if they were vested, or as otherwise outlined in the separate award agreements for the restricted stock or restricted stock units.

Stock Options. Each stock option represents the right to purchase a specified number of shares of our common stock, at a fixed grant price that cannot be less than the fair market value of the shares on the grant date. Our 2006 Stock Incentive Plan does not permit re-pricing of any previously granted stock options. The maximum term of a stock option is ten years from the date of grant. Any option will be exercisable in accordance with terms established by our compensation committee. The purchase price of an option may be payable in cash, common stock (valued at fair market on the day of exercise) or a combination of both. Our 2006 Stock Option Plan authorizes our compensation committee to grant non-qualified stock options as well as incentive stock options that comply with the requirements of Section 422(b) of the Internal Revenue Code.

          We do not have a formal policy on timing equity awards in connection with the release of material non-public information to affect the value of compensation. The compensation committee has approved, and will continue to approve, all grants of equity compensation. Although the chief executive officer and other executive officers make recommendations to the compensation committee from time to time about the form and amount of equity awards to be granted to our employees, such awards are approved by the compensation committee. The compensation committee does not expect to delegate such approval authority to our management or any subcommittee. Furthermore, beginning in 2007, we generally will (i) make the annual long-term equity awards to our employees, including our Named Executive Officers, in the first quarter of the fiscal year, following the announcement of our fourth quarter earnings for the previous year, and (ii) make awards, if any, to new hires on the first trading day following the month of such employees’ hire date. Notwithstanding the above, there may be times that the compensation committee elects to make equity awards other than these designated times for legitimate business purposes. In the event that material non-public information becomes known to the compensation committee prior to granting equity compensation, the compensation committee will take the existence of such information under advisement and make an assessment in its business judgment whether to delay the grant of the equity award in order to avoid any impropriety.

          Employee Benefits and Other Perquisites

          The Named Executive Officers are eligible to participate in our benefit plans that are generally available to all of our employees. Under these plans, all employees are entitled to medical, vision, life insurance and disability insurance. Additionally, our employees are entitled to vacation, sick leave and other paid holidays. The compensation committee believes our commitment to provide benefits and perquisites recognizes that the health and well-being of our employees contribute directly to a productive and successful work life that enhances results for us and our stockholders. Beginning in 2007, the compensation committee will annually review the benefit and perquisite program to determine if any adjustments are appropriate.

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          Accounting and Tax Treatment

          Deductibility of Executive Compensation. Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount of compensation we may deduct for U.S. federal income tax purposes in any one year with respect to our President and chief executive officer and the next four most highly compensated officers. Performance-based compensation that meets certain requirements is, however, excluded from this $1,000,000 limitation.

          In reviewing the effectiveness of the executive compensation program, the compensation committee considers the anticipated tax treatment to us and to the Named Executive Officers of various payments and benefits. However, the deductibility of certain compensation payments depends upon the timing of an executive’s vesting or exercise of previously granted awards, as well as interpretations and changes in the tax laws and other factors beyond the compensation committee’s control. For these and other reasons, including to maintain flexibility in compensating the Named Executive Officers in a manner designed to promote varying corporate goals, the compensation committee will not necessarily, or in all circumstances, limit executive compensation to that which is deductible under Section 162(m) of the Internal Revenue Code and has not adopted a policy requiring all compensation to be deductible.

          The compensation committee will consider various alternatives to preserving the deductibility of compensation payments and benefits to the extent reasonably practicable and to the extent consistent with its other compensation objectives. The compensation committee may establish annual performance criteria in an effort to ensure deductibility of the cash and restricted stock incentive awards made under the 2006 Stock Option Plan. Base salary does not qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code. We currently expect that all compensation paid to the Named Executive Officers in 2006 will be deductible by us.

          Accounting for Stock-Based Compensation. We account for stock-based payments including awards under our 2006 Stock Option Plan in accordance with the requirements of SFAS No. 123(R).

          Potential Payments Upon Termination or Change of Control

          Douglas A Waugaman, our president and chief executive officer, is covered by an employment agreement that we entered into on August 1, 2006. The employment agreement (i) will terminate upon Mr. Waugaman’s death; (ii) may be terminated by us upon Mr. Waugaman’s disability; (iii) may be terminated by Mr. Waugaman for (a) retirement, (b) “good reason” (as defined below) or (c) a reason other than retirement or “good reason”; and (iv) may be terminated by us for “cause” (as defined below) or without “cause.” Mr. Waugaman’s employment agreement defines “good reason” as a termination that follows within 45 days of the assignment to Mr. Waugaman of duties materially inconsistent with his title or position, a reduction in Mr. Waugaman’s base salary or a material breach by us of the employment agreement. Mr. Waugaman’s employment agreement defines a termination for “cause” as a termination due to a finding by the board of directors that Mr. Waugaman has committed a felony, or a crime involving moral turpitude, committed any other act or omission involving dishonesty or fraud, engaged in acts constituting gross negligence or willful misconduct or repeatedly or materially breached company policies.

          Upon the termination of Mr. Waugaman’s employment due to his death or disability Mr. Waugaman would receive his accrued salary, the prorated amount of his annual bonus, severance payments equal to 18 months of his base salary and reimbursements for participation in group health care and disability plans for a period of 18 months after the end of his employment.

          Upon the termination of employment or retirement of a Named Executive Officer, each Named Executive Officer other than Mr. Waugaman would receive his accrued salary and a pro rata portion of his annual bonus.

          Upon the termination of a Named Executive Officer’s employment for “good reason” (i) Mr. Waugaman would receive his accrued salary, the prorated amount of his annual bonus, severance payments equal to 18 months of his base salary and reimbursements for participation in group health care and disability plans for a period of 18 months after the end of his employment, (ii) Messrs. Miller, Villegas and Wilson would each receive severance payments equal to one year of base salary and Mr. Armstead would receive severance payments equal to six months of his base salary.

          Upon the voluntary termination of a Named Executive Officer’s employment for any reason other than retirement or” good reason.” Each Named Executive Officer would receive his accrued salary and a pro rata portion of his annual bonus.

          Upon the involuntary termination of a Named Executive Officer’s employment by us for “cause” each Named Executive Officer would receive his accrued salary and a pro rata portion of his annual bonus.

          Upon the involuntary termination of Mr. Waugaman’s employment by us without cause Mr. Waugaman would receive his accrued salary, the prorated amount of his annual bonus, severance payments equal to 18 months of his base salary and reimbursements for participation in group health care and disability plans for a period of 18 months after the end of his employment.

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          Upon the involuntary termination of the Named Executive Officers, other than Mr. Waugaman, they would receive the following: (i) Messrs. Miller, Villegas and Wilson would receive severance payments equal to one year of base salary and (ii) Mr. Armstead would receive severance payments equal to six months of base salary.

          2006 Stock Option Plan

          Under our 2006 Stock Option Plan, upon the occurrence of a “change in control” (as defined in the 2006 Stock Option Plan), and a participant’s award agreement does not provide for treatment of a participant’s options in such event, the compensation committee may, in its sole discretion, provide for the vesting of a participant’s options on such terms and conditions as it considers appropriate.

Summary Compensation Table

          The following summary compensation table shows the compensation paid to our chief executive officer, our chief financial officer, and each of our three most highly compensated executive officers other than our chief executive officer and our chief financial officer for the fiscal year ended December 31, 2006.

Annual Compensation
					Option	All Other
				Stock	Awards	Compensation
Name and Principal Position	Year	Salary $	Bonus $	Awards $	(1) $	(2) $	Total $
Douglas Waugaman	2006	344,232	123,750		510,984	20,639	999,605
Chief Executive Officer and
President
Allan Villegas	2006	200,000	36,000		136,939	11,111	384,050
Chief Financial Officer
Jody Miller	2006	149,999	245,599		136,939	16,706	549,243
Regional Vice President
Christopher Wilson	2006	168,315	326,500		136,939	22,106	653,860
General Counsel
William Armstead	2006	129,615	205,774		136,939	22,106	494,434
Regional Vice President

(1)	The value of option awards granted to our executive officers is based upon the dollar amount of option grants by MSG Parent recognized for financial statement reporting purposes in accordance with SFAS No. 123(R) for 2006. See Note 8 to our audited consolidated financial statements.
(2)	For each Named Executive Officer, represents amount paid by us for (i) an automobile allowance or the amount of underlying lease payments for an automobile provided by us, (ii) premiums paid by us for medical, dental and life insurance coverage and (iii) any matching contributions provided by us to the named executive’s 401(k) account.

Grants of Plan Based Awards

          The compensation committee approved awards under our 2006 Stock Option Plan to certain of our named executives in 2006. Set forth below is information regarding awards granted during 2006:

Name

Grant

Estimated Future Payouts Under Non-

Estimated Future Payouts Under Equity

All Other

All Other

Exercise or

Option

Date

Equity

Incentive

Stock Awards:

Option Awards:

Base Price

Awards

Incentive Plan Awards

Plan Awards

Number of

Number of

of Option

($)

Threshold ($)

Target

Maximum

Threshold

Target

Maximum

Shares of

Securities

Awards

($)

($)

(#)

(#)

(#)

Stock or Units

Underlying

($/Sh)

(#)

Options

(#)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

(l)

Douglas Waugaman

8/1/06

—

—

—

6,433.99

$1,255.59

Allan Villegas

8/1/06

—

—

—

1,724.31

$1,255.59

Jody Miller

8/1/06

—

—

—

1,724.31

$1,255.59

Christopher Wilson

8/1/06

—

—

—

1,724.31

$1,255.59

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William Armstead  8/1/06  —  —  —  1,724.31  $1,255.59 

Employment Agreements

          In connection with the Acquisition, we entered into a new employment agreement with Mr. Waugaman, which we refer to as the “Waugaman Employment Agreement.” Under the Waugaman Employment Agreement, Mr. Waugaman will be entitled to eighteen months salary and eighteen months of benefits as severance upon termination without cause. Mr. Waugaman will be eligible to participate in the stock option plan. Additionally, the Waugaman Employment Agreement contains a non-competition provision restricting Mr. Waugaman from competing with Mobile Storage for the duration of his employment with Mobile Storage followed by a period of eighteen months thereafter. Finally, the Waugaman Employment Agreement does not include a termination date or provide for any type of severance payment due to Mr. Waugaman upon a change of control of Mobile Storage.

          Mobile Storage currently has employment agreements with each of our other Named Executive Officers. None of the employment agreements include a termination date or provide for any type of severance payment due to the employee upon a change of control of Mobile Storage. Mr. Villegas, Mr. Wilson and Mr. Miller are each entitled to one year of base salary and one year of benefits as severance upon termination without cause. Mr. Armstead is entitled to six months salary and six months benefits as severance upon termination without cause. Each of the aforementioned Named Executive Officer is eligible to participate in the stock option plan. The employment agreements with Messrs. Villegas, Wilson and Miller contain non-competition provisions restricting the respective employee from competing with Mobile Storage for their duration of their employment. The employment agreement with Mr. Armstead contains a non-competition provision restricting Mr. Armstead from competing with Mobile Storage for the duration of his employment and for a period thereafter of two years.

Non-Competition, Non-Solicitation and Confidentiality Agreements

          In connection with the Acquisition, (i) Mr. Valenta, (ii) Mr. Robertson and (iii) Windward Capital LP II, LLC, Windward Capital Partners II, LP, Windward/MSG Co-Invest, LLC and Windward/MSG Co-Invest II, LLC, which we refer to as collectively, the “Windward Entities”, each entered into a non-competition, non-solicitation and confidentiality agreements with MSG Parent and Mobile Services, which we refer to as the “Non-Compete Agreements.” According to the terms of the Non-Compete Agreements and subject to certain exceptions set forth therein and certain limitations implied by law, Mr. Valenta, Mr. Robertson and the Windward Entities agree (a) not to compete with the business of Mobile Services, (b) not to solicit employees from Mobile Services and (c) to keep confidential all tangible embodiments of confidential information. The non-competition and non-solicitation restrictions expire in May, 2008, and the term of confidentiality provisions therein is indefinite.

2006 Stock Option Plan

          Our 2006 Stock Option Plan authorizes us to grant options to purchase shares of common stock to our employees, directors and consultants. Our compensation committee is the administrator of this stock option plan. Stock option grants are made at the commencement of employment and, occasionally, following a significant change in job responsibilities or to meet other special retention or performance objectives. The compensation committee reviews and approves stock option awards to executive officers based upon a review of competitive compensation data, its assessment of individual performance, a review of each executive’s existing long-term incentives, and retention considerations. Periodic stock option grants are made at the discretion of the compensation committee to eligible employees. In 2006, certain Named Executive Officers were awarded stock options in the amounts indicated in the section entitled “Grants of Plan Based Awards.” These grants included grants made on August 1, 2006 and are intended to encourage an ownership culture among our employees. Stock options granted by us have an exercise price equal to the fair market value of our common stock on the date of grant, typically vest up to 20% per annum over a five-year period, with half of the vesting attributable to the achievement of financial goals established by the compensation committee and half of the vesting attributable to continued employment. The stock option grants generally expire ten years after the date of grant. Incentive stock options also include certain other terms necessary to assure compliance with the Internal Revenue Code of 1986, as amended. As of September 1, 2007, our 2006 Stock Option Plan authorized a maximum total of 27,461 shares of common stock for issuance, and of such total, 24,678 shares of common stock were issued to members of our management and there were stock options available for grant, subject to vesting, up to an additional 2,783 shares of common stock.

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2006 Stock Incentive Plan and 2006 Employee Stock Option Plan

          In connection with the Acquisition, MSG Parent established the MSG WC Holdings Corp. 2006 Stock Incentive Plan and the MSG WC Holdings Corp. 2006 Employee Stock Option Plan for the benefit of, and to incentivize, our officers, directors, certain other employees and independent contractors. These stock option plans are administered by the compensation committee. Grants of options under the stock option plan will be stock options for the purchase of common stock of MSG Parent and may be options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, or options not intended to so qualify. An award granted under these stock option plans to an employee or independent contractor may include a provision terminating the award upon termination of such employee’s or independent contractor’s employment under certain circumstances or accelerating the receipt of benefits upon the occurrence of specified events, including, at the discretion of the compensation committee, any change of control of Mobile Services.

Outstanding Equity Awards at Fiscal Year End

The following table summarizes the number of securities underlying the stock and option awards for each Named Executive Officer as of the end of 2006. Each of the stock option grants prior to August 1, 2006 was made by Mobile Services prior to the Merger entered into in connection with the Acquisition.

	Option Awards						Stock Awards
			Equity
			Performance
			Vesting
			Incentive Plan
			Awards;						Equity Incentive	Equity Incentive
	Number of	Number of	Number of						Plan Awards;	Plan Awards;
	Securities	Securities	Securities						Number of	Market or Payout
	Underlying	Underlying	Underlying				Number of Shares	Market Value of	Unearned Shares,	Value of Unearned
	Unexercised	Unexercised	Unexercised		Option	Option	or Units of Stock	Shares or Units of	Units or Other	Shares, Units or
	Options (#)	Options (#)	Unearned		Exercise Price	Expiration	That Have Not	Stock That Have	Rights That Have	Other Rights That
Name	Exercisable	Unexercisable	Options (#)		($)	Date	Vested (#)	Not Vested ($)	Not Vested (#)	Have Not Vested ($)
Douglas Waugaman	1,286.8	5,147.2	–	$	1,255.59	8/1/16	–	–	–	–
Allan Villegas	788.0	–	–	$	935.00	10/4/15	–	–	–	–
Allan Villegas	344.9	1,379.4	–	$	1,255.59	8/1/16	–	–	–	–
Jody Miller	893.0	–	–	$	600.00	1/12/14	–	–	–	–
Jody Miller	344.9	1,379.4	–	$	1,255.59	8/1/16	–	–	–	–
Christopher Wilson	301.0	–	–	$	600.00	3/22/07	–	–	–	–
Christopher Wilson	344.9	1,379.4	–	$	1,255.59	8/1/16	–	–	–	–
William Armstead	350.0	–	–	$	600.00	8/2/14	–	–	–	–
William Armstead	344.9	1,379.4	–	$	1,255.59	8/1/16	–	–	–	–

Option Exercised and Stock Vested

          The following Option Exercises and Stock Vested Table summarizes the options exercised by and stock vesting with respect to our Named Executive Officers in 2006.

	Option Awards		Stock Awards
	Number of Shares
	Acquired on Exercise	Value Realized on	Number of Shares	Value Realized on
Name	(#)	Exercise ($) (1)	Acquired on Vesting (#)	Vesting (#)
Douglas Waugaman	8,000	5,173,807	—	—
Allan Villegas	2,250	229,064	—	—
Jody Miller	2,550	818,836	—	—
Christopher Wilson	1,100	151,261	—	—
William Armstead	1,000	336,795	—	—

(1) Consists of amounts received in connection with the Acquisition with respect to the treatment of stock options outstanding prior to the Merger.

Pension Benefits

We do not sponsor any qualified or non-qualified defined benefit plans.

Non-Qualified Deferred Compensation Plans

We do not sponsor any non-qualified deferred compensation plans.

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Director Compensation

     Neither non-employee directors nor employee directors receive compensation for their service as a member of our board of directors. However, we do reimburse our directors for all reasonable out-of-pocket expenses incurred in the performance of their duties as a director.

     The following table presents a summary of compensation for directors for the 2006 fiscal year:

2006 Director Compensation

					Change in
	Fees				Pension Value
	Earned or			Non-Equity	and Nonqualified	All
	Paid in	Stock	Option	Incentive Plan	Deferred	Other
	Cash	Awards	Awards	Compensation	Compensation	Compensation	Total
Name	($)	($)	($)(1)	($)	Earnings	($)	($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Anthony de Nicola	—	—	—	—	—	—	—
Michael Donovan	—	—	—	—	—	—	—
James Martell	—	—	848,154(2)	—	—	21,058(3)	869,212
James Robertson	—	—	—	—	—	97,240(4)	97,240(4)
Sanjay Swani	—	—	—	—	—	—	—
Ronald Valenta	—	—	—	—	—	158,196(5)	158,196

(1)	The value of option awards granted to our directors is based upon the dollar amount of option grants by MSG Parent recognized for financial statement reporting purposes in accordance with SFAS No. 123(R) for 2006. See Note 8 to our audited consolidated financial statements.
(2)	Mr. Martell was granted options to acquire 1,724.31 shares of MSG Parent common stock on August 28, 2006.
(3)	Represents amounts earned pursuant to a Board Retention and Consulting Agreement between Mobile Storage, MSG Parent and Mr. Martell, which is discussed in more detail under the heading “Certain Relationships and Related Party Transactions.”
(4)	Represents amounts paid to Mr. Robertson while he was an employee of Mobile Storage.
(5)	Represents amounts earned pursuant to a Board Retention and Consulting Agreement between Mobile Storage, MSG Parent and Mr. Valenta, which is discussed in more detail under the heading “Certain Relationships and Related Party Transactions.”

Compensation Committee Interlocks And Insider Participation

          None of our executive officers will serve as a member of our compensation committee. Furthermore, none of them has served, or will be permitted to serve, on the compensation committee, or other committee performing a similar function, of any entity of which an executive officer of such other entity is expected to serve as a member of our compensation committee.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          All of the issued and outstanding capital stock of Mobile Storage is owned by Mobile Services. All of the issued and outstanding capital stock of Mobile Services is owned by MSG Intermediary Co. and all of the issued and outstanding capital stock of MSG Intermediary Co. is owned by MSG Parent. The following table below sets forth certain information regarding the beneficial ownership of the common stock of MSG Parent as of September 14, 2007 by each person who beneficially owns 5% or more of the outstanding common stock of MSG Parent, each person who is a director, Named Executive Officer and all current directors and executive officers as a group.

          The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he has no economic interest. Except as otherwise indicated in the footnotes below, and subject to applicable community property laws, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock.

          Applicable percentage ownership in the following table is based upon 147,177 shares of common stock of MSG Parent outstanding as of September 17, 2007.

	Number of
	Shares of Common
	Stock Beneficially		Percent
Name of Beneficial Owner	Owned		of Class
5% Shareholders:
Welsh, Carson, Anderson & Stowe and affiliated entities	115,518	(1)	78.5	%
320 Park Avenue, Suite 2500
New York, New York 10022
California State Teachers’ Retirement System	11,947		8.1	%
7667 Folsom Avenue
Sacramento, California 95826
Lehman Brothers Holdings Inc. and certain of its affiliates
745 Seventh Avenue
New York, New York 10019	7,964	(2)	5.4	%
Named executive officers and directors:(3)
Douglas Waugaman	1,770	(4)	1.6	%
Sanjay Swani	—(5	)	*
Allan Villegas	995	(6)	*
Christopher Wilson	508	(7)	*
William Armstead	557	(8)	*
Jody Miller	1,100	(9)	*
Ronald Valenta	4,000		2.7	%
James Robertson	1,973		1.3	%
Anthony de Nicola	16	(10)	*
Michael Donovan	115,518	(11)	78.5	%
James Martell	734		*
All directors and executive officers as a group (14 persons)	127,171		84.0	%

*	Represents less than 1%
(1)	Consists of 5,325 shares held of record by WCAS Capital Partners IV, L.P., 95 shares held by WCAS Management Corporation and 110,097 shares held by Welsh, Carson, Anderson & Stowe X, L.P.
(2)	Lehman Brothers Holdings Inc. is the ultimate controlling entity of Lehman Brothers Co-Investment Partners L.P., Lehman Brothers Co-Investment Capital Partners L.P. and Lehman Brothers Co-Investment Group L.P. Lehman Brothers Holdings Inc. has the sole power to vote and dispose of the shares.
(3)	Unless otherwise indicated, the address of each of the named individuals is c/o MSG WC Holdings Corp. , 700 North Brand Boulevard, Suite 1000, Glendale, California 91203.

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(4)	Includes 772 shares subject to outstanding options that are exercisable within 60 days.
(5)	Mr. Swani is a general partner of Welsh Carson and may be deemed to beneficially own the shares owned by Welsh Carson and its affiliated entities.
(6)	Includes 207 shares subject to outstanding options that are exercisable within 60 days.
(7)	Includes 207 shares subject to outstanding options that are exercisable within 60 days.
(8)	Includes 207 shares subject to outstanding options that are exercisable within 60 days.
(9)	Includes 207 shares subject to outstanding options that are exercisable within 60 days.
(10)	Mr. de Nicola is a general partner of Welsh Carson and may be deemed to beneficially own the shares owned by Welsh Carson and its affiliated entities.
(11)	Mr. Donovan is a principal at Welsh Carson and may be deemed to beneficially own the shares owned by Welsh Carson and its affiliated entities.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Management Agreement

          In connection with the Acquisition, MSG Parent and Mobile Services entered into a management agreement with WCAS Management Corporation (“Welsh Management”), an affiliate of Welsh Carson. The management agreement provides that Welsh Management will have the right to receive an annual management fee of $0.8 million and reimbursement of expenses reasonably incurred by it for providing management services each year as well as a one-time financing fee in the amount of $6 million, which was paid upon consummation of the Acquisition on August 1, 2006. Welsh Management has no current plans to charge a management fee in the foreseeable future. Additionally, Welsh Management will be entitled to receive a transaction fee upon consummation by MSG Parent or any of its subsidiaries of (i) material acquisitions, (ii) material divestitures (including a sale of MSG Parent or Mobile Services) or (iii) material financings or refinancings, in each case, in an amount equal to 1% of the aggregate value of such transaction plus all expenses incurred by Welsh Management or any of its affiliates (other than MSG Parent or Mobile Services) in connection with any such transaction. The term for the management agreement commenced on August 1, 2006 and shall remain in effect unless and until (i) MSG Parent, Mobile Services and Welsh Management terminate the agreement by mutual written agreement or (ii) MSG Parent or Mobile Services are sold to a third-party purchaser.

          In addition, MSG Parent and Mobile Services will indemnify Welsh Management to the fullest extent permitted by law against certain claims, losses, damages, liabilities and expenses that may arise in connection with services provided under the management agreement.

Stockholders Agreement

          In connection with the Acquisition, MSG Parent and its stockholders entered into a stockholders agreement. The stockholders agreement contains various rights and restrictions relating to the ownership of MSG Parent’s equity securities. Subject to certain exceptions, the stockholders agreement prohibits the transfer of the common stock of MSG Parent by certain stockholders. The stockholders agreement further provides that each person employed by us or by one of our subsidiaries that holds MSG Parent’s common stock or any security convertible into such common stock must become a party to the stockholders agreement.

          The stockholders agreement requires that the MSG Parent board of directors be comprised of at least five and up to nine directors or such other maximum number, not less than five, determined by Welsh Carson from time to time. The stockholders agreement also requires the parties thereto to vote their shares of common stock in favor of electing the following parties to MSG Parent’s board of directors: (i) Mr. Waugaman, (ii) up to six representatives designated by the holders of a majority of the common stock held by the Welsh Carson stockholders, (iii) one representative designated by Welsh Carson and (iv) one representative designated by WCAS Capital Partners IV, L.P. The stockholders agreement provides that a quorum for a meeting of the board of directors or any subsidiary boards or any committees thereof shall not exist unless at least one Welsh Carson director is present in person or by proxy, and in the case of the executive committee of the board of directors, at least two Welsh Carson directors must be present. The stockholders agreement further requires that (i) the board of directors of each of MSG Parent’s subsidiaries shall be comprised of two representatives designated by Welsh Carson and our chief executive officer and (ii) each committee of the board of directors include at least one Welsh Carson director, unless no such director is willing to serve on the committee. Finally, the stockholders agreement requires that the board of directors establish and at all times maintain an executive committee consisting of five directors, composed of (i) our chief executive officer, (ii) a director designated by Welsh Carson, (iii) a director designated by WCAS Capital Partners IV, L.P. and (iv) two directors designated by the holders of a majority of the common stock held by the Welsh Carson stockholders, and provides that the prior written approval of the executive committee is required with respect to certain actions set forth in the stockholders agreement.

          In order to secure a stockholder’s obligation to vote his, her or its shares and other voting securities of MSG Parent in accordance with the provisions of the stockholders agreement, each stockholder will agree to appoint certain representatives of the Welsh Carson stockholders (initially, Messrs. Swani and Donovan) as such stockholder’s true and lawful proxy and attorney-in-fact, with full power of substitution, for certain matters under the stockholders agreement.

          The stockholders agreement contains customary transfer restrictions, subject to certain limited exceptions. Upon a permitted transfer of stock by a management stockholder (as such term is defined in the stockholders agreement) to any third party purchaser, the Welsh Carson stockholders will have a right of first refusal with respect to such shares. Such right of first refusal will give the Welsh Carson stockholders the right to purchase the shares for sale upon the same terms that were agreed upon between the seller and the proposed third party purchaser. The stockholders agreement will also provide that, subject to certain permitted exceptions, each Welsh Carson stockholder may transfer his, her or its shares subject to the “tag-along rights” of the other stockholders, which allow for the management stockholders to participate in any sale of MSG

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Parent’s stock by the Welsh Carson stockholders to a third party. Finally, prior to transferring any shares (other than in connection with a sale of MSG Parent or an initial public offering) to any person, the transferring stockholder shall cause the prospective transferee to be bound by the stockholders agreement.

          Except for certain issuances that are permitted under the stockholders agreement, if MSG Parent authorizes the issuance or sale of any of its securities to any Welsh Carson stockholder, each management stockholder has the right to elect to purchase (the “Preemptive Right”), at the price and on the terms of the offering to the Welsh Carson stockholder, a portion of such securities that will allow the management stockholder to retain the same portion of ownership that such stockholder held prior to the proposed sale.

          The stockholders agreement provides that if Welsh Carson proposes to consummate a sale of MSG Parent, then the management stockholders shall consent to, vote in favor of and raise no objections against the sale or the process associated therewith. In connection with such a sale, each stockholder will agree, among other things, to (i) vote all of such holder’s shares to approve the sale, (ii) sell all of such holder’s shares and rights to acquire shares on the terms and conditions so approved by the board of directors and the Welsh Carson stockholders and (iii) take all necessary or desirable actions requested by the Welsh Carson stockholders in connection with the sale, in each case subject to certain conditions.

          Up to and including the one-year anniversary of the stockholders agreement, the Welsh Carson stockholders shall have the exclusive right to purchase $25 million of MSG Parent’s common stock at the same price and upon the same terms contained in the purchase agreement for Welsh Carson’s original investment in MSG Parent, provided that such sale is pursuant to a determination by the board of directors that MSG Parent needs additional capital for the purposes of acquisitions or internally funded growth. This purchase of common stock by Welsh Carson will not trigger the Preemptive Right.

          The stockholders agreement will automatically terminate upon a sale of MSG Parent.

Registration Rights Agreement

          In connection with the Acquisition, MSG Parent and certain of its stockholders entered into a registration rights agreement. The registration rights agreement grants demand registration rights to Welsh Carson, as well as piggyback registration rights to all stockholders who are or become parties to the agreement if MSG Parent registers securities for sale under the Securities Act. In the case of a piggyback registration, the stockholders attempting to register shares in connection with MSG Parent’s registration of shares may be required to holdback certain shares if requested by the managing underwriter. MSG Parent will be required to pay all reasonable out-of-pocket costs and expenses of any registration under the registration rights agreement.

Indemnification Agreements

          We have entered into an indemnification agreement with each of our directors and executive officers. Under each agreement, a director or executive officer will be indemnified to the fullest extent permitted by law for claims arising in his or her capacity as our director or executive officer. We also agreed to advance monies to each director and executive officer to cover expenses incurred by him or her in connection with such claims if the director or executive officer agrees to repay the monies advanced if it is later determined that he or she is not entitled to such amounts. We believe these agreements are necessary to attract and retain skilled management with experience relevant to our industry.

Transaction Bonuses

           Pursuant to a transaction incentive plan of Mobile Storage Group, Inc., upon consummation of the Acquisition, Mr. Wilson received a cash bonus equal to $250,000 and Gilbert Gomez, Vice President of Planning and Procurement, received a cash bonus equal to $250,000.

Transactions with CMSI Capital Holdings, Inc.

          Mr. Valenta and Mr. Robertson, two of our directors, are the stockholders of CMSI Capital Holdings, Inc., a California corporation (“CMSI”). We redeemed from CMSI 193,175.73 shares of our Series B Preferred Stock during 2004, 2005 and 2006 at a price of $10 per share plus accrued and unpaid interest. Effective April 15, 2006, we redeemed 1,677,545.80 shares of our Series G Preferred Stock from CMSI at a price of $0.40 per share. Additionally, we redeemed all of the outstanding shares of our Series F Preferred Stock from CMSI for $2 million in April 2002.

          Prior to the Acquisition, CMSI had approximately $527,000 in borrowings under a short term, non-interest bearing advance from us to fund its operations. In connection with the Acquisition, we waived repayment of the advance. We

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redeemed all of the outstanding shares of Series B Preferred Stock and Series G Preferred Stock owned by CMSI for cash immediately upon the consummation of the closing of the Transactions. CMSI used all of the proceeds it received from our redemption of Series B Preferred Stock and Series G Preferred Stock to repay CMSI’s outstanding indebtedness.

Share Issuances to and Purchases from Directors and Executive Officers

          We sold or issued the following shares of our capital stock to our directors and executive officers between 2002 and September 17, 2007:

• 301 shares of common stock to The Wilson Trust dated August 24, 2000, a revocable living trust of Christopher Wilson, upon the exercise of an incentive stock option by Mr. Wilson and the payment of $180,600 in March 2007;

• 159.29 shares of common stock to James Martell for $200,000 in August 2006;

• 41 shares of common stock to Gilbert Gomez for $51,479 in August 2006;

• 998 shares of common stock to Douglas Waugaman for $1,253,078 in August 2006;

• 4,000 shares of common stock to Ronald Valenta for $5,022,360 in August 2006;

• 1,310.13 shares of Series L Preferred Stock to Windward Capital Partners II, LP for $131,013 in November 2002;

• 40.90 shares of Series L Preferred Stock to Windward Capital LP II, LLC for $4,090 in November 2002;

• 43.16 shares of Series L Preferred Stock to the Robertson Living Trust dated March 7, 2000, a revocable living trust of James Robertson, for $4,316 in November 2002; and

• 7.68 shares of Series L Preferred Stock to Kevin Mellifont for $768 in November 2002.

          We purchased the following shares of our capital stock from our directors and executive officers between 2002 and September 14, 2007:

• 80.81 shares of common stock from Les Quillet for $18,721 in April 2004;

• 1,310.13 shares of Series L Preferred Stock from Windward Capital Partners II, LP for $145,001 in December 2003;

• 40.90 shares of Series L Preferred Stock from Windward Capital LP II, LLC for $6,269 in December 2003;

• 43.16 shares of Series L Preferred Stock from the Robertson Living Trust dated March 7, 2000 for $4,832 in December 2003; and

• 7.68 shares of Series L Preferred Stock from Kevin Mellifont for $859 in December 2003.

Transactions with Portosan Company, LLC

          We lease storage units to United Site Services of California, Inc., a California corporation, which we refer to as “USS”, which leases and sells portable waste disposal units. In December 2004, USS acquired substantially all of the assets of Portosan Company, LLC, a California limited liability company, which we refer to as “Portosan”. Mr. Valenta, Mr. Robertson and Mr. Mellifont, the former Chief Operating Officer of Mobile Storage, collectively owned approximately 52.7% of the voting membership interests of Portosan. In April 2002, Mobile Storage California and Portosan entered into a master lease agreement under which Mobile Storage California agreed to lease 375 storage containers to Portosan over a term of five years at approximately $15,000 per month. Portosan assigned its rights under the master lease agreement to USS. We generated approximately $367,000 in lease and lease-related revenues and sales revenues from Portosan in 2002, $413,000 in 2003, and $266,000 in 2004. In December 2004, Portosan sold substantially all of its assets to an unaffiliated entity. The acquiring entity also assumed obligations under the master lease agreement. Therefore, our business relationship with Portosan after December 2004 is no longer with an affiliate. Our transactions with Portosan are made in the ordinary course of our business, and we believe are done under arms’ length pricing and terms based on an analysis completed at the time the transactions were executed.

Transactions with PV Realty, L.L.C.

          We lease property from PV Realty, L.L.C., a limited liability company controlled by Mr. Valenta, our former chief

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executive officer and a member of our board of directors. Pursuant to the lease, we will pay annual lease payments of $78,000 through August 31, 2008. We believe the price and terms of this lease are at fair market value.

          In 2002, we paid $300,000 on behalf of PV Realty for property improvements. The receivable balance as of December 31, 2003 was $147,000 and was included in other assets on our consolidated balance sheets. The amounts were repaid in full in fiscal 2004.

Board Retention and Consulting Agreement with Mr. Valenta

     Mobile Storage is party to a board retention and consulting agreement with Mr. Valenta (the “Valenta Agreement”), one of our directors, which was entered into on May 1, 2003, in connection with Mr. Valenta providing consulting services regarding strategic business plans, acquisitions, corporate finance transactions and customer and vendor relationships. The Valenta Agreement had a term of one year that renewed automatically unless advance written notice was delivered not later than 90 days prior to the expiration of the then current term. According to the terms of the Valenta Agreement, Mr. Valenta was paid $13,182.79 per month in advance for services rendered and $25,000 per year for service as chairman of the board of Mobile Storage, or up to approximately $183,000 per year. The Valenta Agreement further provided that Mobile Storage would reimburse Mr. Valenta for expenses incurred in connection with the performance of his services under the Valenta Agreement. In addition, the Valenta Agreement can be terminated by Mobile Storage for “cause”, death or disability. Under the Valenta Agreement, “cause” is defined as a good-faith finding by the board of Mobile Storage that Mr. Valenta had (i) engaged in acts of dishonesty that resulted in more than a $5,000 gain to Mr. Valenta, (ii) materially breached the Valenta Agreement, (iii) been convicted of any felony involving fraud, theft or dishonesty, (iv) been incarcerated for more than 10 days or (v) failed to substantially perform duties persisting for a reasonable period following written notice. The Valenta Agreement was terminated effective as of January 31, 2007.

     On January 31, 2007, Mobile Storage, MSG Parent and Mr. Valenta entered into a new board retention and consulting agreement (the “New Valenta Agreement”). Under the New Valenta Agreement, Mr. Valenta is paid a consulting fee of $6,250 per month, or $75,000 per year. The other material terms of the New Valenta Agreement are substantially similar to the terms of the Valenta Agreement discussed above, except that the New Valenta Agreement will be automatically terminated upon consummation of a sale of Mobile Storage (as defined in the Stockholders Agreement).

Board Retention and Consulting Agreement with Mr. Martell

     Mobile Storage is party to a board retention and consulting agreement with Mr. Martell (the “Martell Agreement”), which was entered into on August 28, 2006. Pursuant to the terms of the Martell Agreement, Mr. Martell is paid a quarterly consulting fee of $12,500, or $50,000 per year, in consideration for providing consulting services in connection with strategic business plans, acquisitions, corporate finance transactions and customer and vendor relationships. The Martell Agreement provides that Mobile Storage will reimburse Mr. Martell for all reasonable out-of-pocket costs incurred or paid in connection with the performance of his services under the Martell Agreement. The Martell Agreement has a term of two years that renews automatically for successive 12 month periods unless either party gives written notice to the other party of an interest not to extend the term no less than three months prior to the expiration of the then current term. In addition, the Martell Agreement may be terminated by either Mobile Storage or Mr. Martell for any reason at any time during the term with 60 days’ prior written notice of such termination to the other party; provided that, in any event, the term shall automatically terminate (i) at such time as Mr. Martell no longer serves as a member of the board of Mobile Storage for any reason or (ii) upon consummation of a sale of Mobile Storage (as defined in the Stockholders Agreement, dated as o f August 1, 2006).

     The Martell Agreement further provides that Mr. Martell may, at any time during the period beginning on the date of termination of the Martell Agreement and ending on the 30th day following such date, elect to sell to MSG Parent (a) all or part of the 159.29 shares of common stock of MSG Parent beneficially owned by Mr. Martell and/or (b) all or part of the shares underlying options granted to Mr. Martell in August 2006. In addition, MSG Parent may, at any time during the period beginning on the date of termination of the Martell Agreement and ending on the 45th day following such date, elect to buy from Mr. Martell (a) all or part the 159.29 shares of common stock of MSG Parent beneficially owned by Mr. Martell and/or (b ) all or part of the shares underlying options granted to Mr. Martell in August 2006.

Board Retention and Consulting Agreement with Mr. Robertson

       Mobile Storage is party to a board retention and consulting agreement with Mr. Robertson (the “Robertson Agreement”), one of our directors, which was entered into on January 31, 2007, in connection with Mr. Robertson providing consulting services regarding strategic business plans, acquisitions, corporate finance transactions and customer and vendor relationships. The Robertson Agreement is effective until terminated by Mobile Storage or Mr. Robertson for any reason with 60 days prior written notice. The Robertson Agreement will terminate at such time as Mr. Robertson no longer serves as a member of the board of directors of MSG Parent or upon the sale of MSG Parent. Under the Robertson Agreement, Mr. Robertson is paid $6,250 per month in advance for services rendered. The Robertson Agreement further provided that Mobile Storage would reimburse Mr. Robertson for expenses incurred in connection with the performance of his services under the Robertson Agreement.

Policies and Procedures for Related Party Transactions

       All of the transactions and agreements set forth above were approved by the board of directors of Mobile Services and/or Mobile Storage at the time they were entered into. We expect to adopt a written policy which requires all future transactions between us and any related persons (as defined in Item 404 of Regulation S-K under the Securities Act) to be approved in advance by our audit committee.

Corporate Governance

       Because Welsh Carson and its affiliates owns 78.5% of the voting equity of MSG Parent and MSG Parent indirectly owns 100% of our voting common stock, we would be a “controlled company” within the meaning of Rule 4350(c)(5) of the Nasdaq Marketplace rules, which would qualify us for exemptions from certain corporate governance rules of The Nasdaq Stock Market LLC, including the requirement that the board of directors be composed of a majority of independent directors.

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DESCRIPTION OF OTHER INDEBTEDNESS

          The following is a summary of certain of our indebtedness (other than the Notes) and certain securities of MSG Parent that are outstanding. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all of the provisions of the corresponding agreements, including the definitions of defined terms that are not otherwise defined in this prospectus.

New Credit Facility

          In connection with the Transactions, we entered into a New Credit Facility with a syndicate of banks and other financial institutions arranged by Lehman Brothers Inc. and CIT Capital Securities LLC, as joint lead arrangers. The New Credit Facility is a senior secured, asset-based revolving credit facility providing for loans of up to $300 million, subject to specified borrowing base formulas as described below, of which up to $300 million of the borrowings are denominated in U.S. dollars and may be borrowed (and re-borrowed) by us for use in our U.S. operations, and the dollar equivalent of up to £85 million can be drawn in borrowings denominated in British pounds and may be borrowed (and re-borrowed) by Ravenstock MSG for use in our U.K. operations. As of June 30, 2007, our aggregate borrowing capacity pursuant to the borrowing base under the New Credit Facility was $118.8 million, of which approximately $84.1 million was available to us in the U.S. and approximately £17.3 million was available to us in the U.K. We may also incur up to $50 million of additional senior secured debt under the New Credit Facility, subject to the consent of the joint-lead arrangers under the New Credit Facility, the availability of lenders willing to provide such incremental debt and compliance with the covenants and certain other conditions under the New Credit Facility. The New Credit Facility will terminate on August 1, 2011.

          Borrowing Base. Borrowings available to us under the New Credit Facility for use in the U.S. and the U.K. will be governed by a borrowing base, with respect to our domestic assets (including assets of subsidiary guarantors) and the assets of Ravenstock MSG (including assets of subsidiary guarantors), respectively, consisting of the sum of (i) 85% of eligible accounts receivable, plus (ii) the lesser of 100% of the net book value of and 90% of the net orderly liquidation value of eligible rental fleet assets, plus (iii) the lesser of 90.0% of the net book value of and 80% of the net orderly liquidation value of eligible machinery and equipment, plus (iv) (A) until an acceptable appraisal is received, 90% of the net book value of eligible inventory (subject to an aggregate $25 million inventory sublimit) or (B) after an acceptable appraisal is received, the lesser of (x) 90% of the net book value of eligible inventory and (y) 90% of the net orderly liquidation value of eligible inventory (subject to an aggregate $35 million inventory sublimit). The borrowing bases are subject to certain other adjustments and reserves to be determined by the administrative agent for the lenders under the New Credit Facility.

          Interest Rate;Fees. In general, borrowings under the New Credit Facility bear interest based, at our option, on either the agent lender’s base rate or LIBOR (or Sterling LIBOR for borrowings denominated in British pounds by Ravenstock MSG), in each case plus a margin. The applicable margin is based on our ratio of our total debt to our EBITDA at the time of determination and can range from 1.75% to 3.0% for LIBOR or Sterling LIBOR borrowings, and 0% to 1.25% for base rate borrowings. Our weighted-average interest rate on outstanding borrowings under the New Credit Facility as of June 30, 2007 is 7.50% .

          In addition to paying interest on outstanding principal under the New Credit Facility, we are required to pay a per annum commitment fee to the lenders in respect of the unutilized commitments thereunder at a rate equal to 0.375% . We are also required to pay letter of credit fees based on the aggregate stated amount of outstanding letters of credit.

          Guarantees; Security. Our obligations under the U.S. tranche of the New Credit Facility are unconditionally and irrevocably guaranteed by certain of our domestic subsidiaries (other than MSG Investments, Inc. and certain immaterial subsidiaries). Obligations under the U.K. tranche of the New Credit Facility are unconditionally and irrevocably guaranteed by our foreign subsidiaries and MSG Investments, Inc. and by us and our other domestic subsidiaries to the extent such guarantees would not result in any adverse tax consequences to us and our subsidiaries.

          In addition, the U.S. tranche of the New Credit Facility is secured by first priority perfected security interests in substantially all of our and our domestic subsidiaries’ assets, including all of our domestic subsidiaries’ capital stock, (other than the assets and capital stock of MSG Investments, Inc. and certain immaterial subsidiaries) and up to 66% of the outstanding capital stock of our first tier foreign subsidiaries and MSG Investments, Inc. The U.K. tranche of the New Credit Facility is secured by substantially all of the assets of Ravenstock MSG and our foreign subsidiaries that will be guarantors of the U.K. tranche.

          Repayment. All or any portion of the outstanding borrowings under the New Credit Facility may be prepaid at any time and commitments may be terminated in whole or in part at our option without premium or penalty (other than customary breakage costs). The New Credit Facility requires that all or a portion of the proceeds from certain casualty insurance and condemnations, must be used to pay down the outstanding borrowings. Such mandatory prepayments will not reduce the

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commitments under the New Credit Facility except in the case of prepayments from certain insurance or condemnation proceeds, where such proceeds are not used to replace or repair the relevant machinery or equipment.

          Certain Covenants. The New Credit Facility requires compliance with various financial and operating covenants, a minimum interest coverage ratio, a minimum lease fleet utilization ratio, a maximum annual capital expenditures limitation and a maximum total debt to EBITDA ratio. The covenants regarding minimum interest coverage, minimum leverage and minimum fleet utilization will only be tested when aggregate excess availability is below $30 million. The New Credit Facility contains a number of covenants that, among other things, restrict our ability and that of certain of our subsidiaries to:

• incur additional indebtedness;

• pay dividends;

• enter into arrangements that restrict the ability of our subsidiaries to pay dividends to us;

• make purchases or redemptions of the notes;

• restrict our ability to refinance the notes;

• guarantee other obligations;

• incur and pay intercompany indebtedness;

• make capital expenditures;

• make investments or acquisitions;

• repurchase or redeem capital stock;

• sell assets or enter into sale and leaseback transactions;

• grant or enter into arrangements that restrict our ability to grant liens;

• access our cash by requiring lockboxes be put in place, and full cash dominion be granted, in each case for the benefit of the lenders, upon the availability under the New Credit Facility falling below certain thresholds or the existence of a default (control account agreements on our U.S. bank accounts will be put into place on or shortly after the closing date of the New Credit Facility);

• engage in mergers or consolidations; and

• engage in transactions with affiliates.

          The New Credit Facility also contains other usual and customary negative and affirmative covenants.

          Events of Default. The New Credit Facility contains events of default including, without limitation (subject to customary cure periods and materiality thresholds):

• failure to make payments when due;

• material inaccuracies of representations and warranties;

• breach of covenants;

• certain cross-defaults and cross-accelerations to other debts including the subordinated notes to be issued by MSG Parent and the notes offered hereby;

• events of insolvency, bankruptcy or similar events;

• material judgments against us;

• certain occurrences with respect to employee benefit plans;

• invalidity of loan documents;

• impairment of security interests; and

• the occurrence of a change in control.

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          If such a default occurs, the lenders under the New Credit Facility would be entitled to take various actions, including all actions permitted to be taken by a secured creditor and the acceleration of amounts due under the New Credit Facility.

MSG Parent Subordinated Notes

          As part of the Acquisition, MSG Parent issued $90 million in aggregate principal amount of the MSG Parent Subordinated Notes to WCAS Capital Partners IV, L.P., an affiliate of Welsh Carson, and a certain strategic co-investor. The proceeds of the MSG Parent Subordinated Notes were contributed to Mobile Services in the form of common equity capital.

          The MSG Parent Subordinated Notes will mature 8.5 years from the date of issuance are structurally and contractually subordinated to the New Credit Facility and the New Notes. The MSG Parent Subordinated Notes are unsecured and do not possess the benefit of a guarantee.

          The MSG Parent Subordinated Notes accrue interest on a non-cash basis at 12% per annum for the first two years. Thereafter, interest will be payable quarterly at 10% per annum subject to the terms of the New Credit Facility and the New Notes. If MSG Parent is prohibited from making cash interest payments subject to the terms above, interest will continue to accrue on a non-cash basis at 12% per annum.

               The MSG Parent Subordinated Notes are callable at a premium equal to par plus accrued and unpaid interest subject to the terms of the New Credit Facility and the New Notes. The MSG Parent Subordinated Notes are subject to mandatory redemption, subject to the terms of the New Credit Facility and the New Notes, upon the occurrence of a change of control (as defined therein) at a price equal to par plus accrued and unpaid interest up to the date of redemption.

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DESCRIPTION OF NEW NOTES

               You can find the definitions of certain terms used in this description under the subheading “Certain Definitions.” In this description, references to “Notes” refer to the New Notes.

               We issued the Old Notes and will issue the New Notes under an indenture among us, the subsidiary guarantors and Wells Fargo Bank, N.A., as trustee. The form and terms of the Old Notes and the New Notes are identical in all material respects except that the New Notes will have been registered under the Securities Act. See “Prospectus Summary—Purpose and Effect.” The terms of the New Notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended.

          The following description is a summary of the material provisions of the indenture and the registration rights agreement. It does not restate those agreements in their entirety. We urge you to read the indenture and the registration rights agreement because they, and not this description, define your rights as holders of the New Notes. Copies of the indenture and the registration rights agreement are available as set forth below under “Available Information.” Certain defined terms used in this description but not defined below under “—Certain Definitions” have the meanings assigned to them in the indenture.

          The registered holder of a New Note is treated as the owner of it for all purposes. Only registered holders have rights under the indenture.

Brief Description of the New Notes

          The Notes. The Notes:

• are senior unsecured obligations of Mobile Services and Mobile Storage;

• are limited to an aggregate principal amount of $200 million, subject to our ability to issue additional Notes;

• mature on August 1, 2014;

• will be issued in denominations of $2,000 and integral multiples of $1,000;

• will be represented by one or more registered Notes in global form, but in certain circumstances may be represented by Notes in definitive form. See “Book-entry settlement and clearance;”

• are general senior unsecured obligations of the Co-Issuers;

• are effectively subordinated in right of payment to all existing and future secured Indebtedness of the Co-Issuers (including under the Credit Agreement), to the extent of the value of the collateral securing that Indebtedness;

• are pari passu in right of payment with all existing and future unsecured senior Indebtedness of the Co-Issuers;

• are senior in right of payment to all future subordinated Indebtedness of the Co-Issuers;

• are unconditionally guaranteed by the Guarantors on a senior unsecured basis;

• are effectively subordinated to all existing and future Indebtedness and other liabilities of the Co-Issuers’ non- Guarantor Subsidiaries; and

• are expected to be eligible for trading in The PORTAL^TM Market.

Interest. Interest on the Notes will be payable semi-annually and:

• accrue at the rate of 9¾% per annum;

• accrue from the date of original issuance or, if interest has already been paid, from the most recent interest payment date;

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• be payable in cash semi-annually in arrears on February 1 and August 1, commencing on February 1, 2008;

• be payable to the holders of record on the January 15 and July 15 immediately preceding the related interest payment dates; and

• be computed on the basis of a 360-day year comprised of twelve 30-day months.

          We also will pay additional interest to holders of the Notes if we fail to complete the Exchange Offer by January 30, 2008 or if certain other conditions contained in the Registration Rights Agreement are not satisfied.

Payments on the Notes; Paying Agent and Registrar

          We will pay principal of, premium, if any, and interest on the Notes at the office or agency designated by the Company in the Borough of Manhattan, The City of New York, except that we may, at our option, pay interest on the Notes by check mailed to holders of the Notes at their registered address as it appears in the Registrar’s books. We have initially designated the corporate trust office of the Trustee in New York, New York to act as our Paying Agent and Registrar. We may, however, change the Paying Agent or Registrar without prior notice to the holders of the Notes, and the Issuers or any of the Restricted Subsidiaries may act as Paying Agent or Registrar.

          We will pay principal of, premium, if any, and interest on, Notes in global form registered in the name of or held by The Depository Trust Company or its nominee in immediately available funds to The Depository Trust Company or its nominee, as the case may be, as the registered holder of such global Note.

Transfer and Exchange

          A holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents. No service charge will be imposed by the Issuers, the Trustee or the Registrar for any registration of transfer or exchange of Notes, but we may require a holder to pay a sum sufficient to cover any transfer tax or other governmental taxes and fees required by law or permitted by the Indenture. We are not required to transfer or exchange any Note selected for redemption. Also, we are not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

          The registered holder of a Note will be treated as the owner of it for all purposes.

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Note Guarantees

          Each of the current and future domestic subsidiaries (other than MSG Investments, Inc. and Immaterial Subsidiaries) will, jointly and severally, fully and unconditionally guarantee on a senior unsecured basis our obligations under the Notes and all obligations under the Indenture. Such Guarantors will agree to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable counsel fees and expenses) Incurred by the Trustee or the holders in enforcing any rights under the Note Guarantees.

          Each Guarantee will be:

• a general senior unsecured obligation of such Guarantor;

• effectively subordinated in right of payment to the existing and future secured Indebtedness of such Guarantor, including the guarantee of the Co-Issuers’ Credit Agreement, to the extent of the value of the collateral securing such Indebtedness;

• pari passu in right of payment with all existing and future senior unsecured Indebtedness of such Guarantor; and

• senior in right of payment to all future subordinated Indebtedness of such Guarantor.

          As of June 30, 2007, the Co-Issuers and the Guarantors had $305.8 million of Indebtedness (including the notes), $103.0 million of which would have been senior secured Indebtedness, and the non-Guarantor Subsidiaries of the Co-Issuers would have had $78.4 million of Indebtedness and other liabilities.

          Not all of the Co-Issuers’ Subsidiaries will guarantee the notes. The Co-Issuers’ Subsidiaries that will not guarantee the notes are Ravenstock MSG Limited, MSG Investments, Inc., Mobile Storage (UK) Limited, Mobile Storage UK Finance LP, LIKO Luxembourg International s.a.r.l. and Ravenstock Tam (Hire) Limited. The Co-Issuers derived approximately 36% and 37% of their total revenues from these Subsidiaries for the year ended December 31, 2006 and the six months ended June 30, 2007, respectively. As of June 30, 2007, these non-Guarantor Subsidiaries held approximately 26% of the Co-Issuers’ consolidated assets. See Note 16, “Condensed Consolidating Financial Information,” of our audited consolidated financial statements and Note 11 “Condensed Consolidating Financial Information” of our unaudited consolidated financial statements for more detail about the division of the Co-Issuers’ consolidated revenues and assets between the Guarantor and non-Guarantor Subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of these non-Guarantor Subsidiaries, the non-Guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Co-Issuers. As of the date of the Indenture, all of the Company’s Subsidiaries will be “Restricted Subsidiaries.” However, under the circumstances described below under the subheading “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” the Co-Issuers will be permitted to designate certain of their Subsidiaries as “Unrestricted Subsidiaries.” Unrestricted Subsidiaries will not be subject to most of the restrictive covenants in the Indenture. Unrestricted Subsidiaries will not guarantee the notes.

          The obligations of each Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors—Risks Relating to the Offering.” A Guarantor may not sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than either Co-Issuer or another Guarantor, unless:

     (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and

     (2) either:

     (a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all of the obligations of that Guarantor under the Indenture, its Subsidiary Guarantee and the registration rights agreement pursuant to agreements satisfactory to the trustee; or

     (b) the sale or other disposition is in compliance with the Indenture, including the “Asset Sales” covenant.

          The Subsidiary Guarantee of a Guarantor may be released at the option of the Co-Issuers:

     (1) in connection with any sale, disposition or other transfer (including through merger or consolidation) of the Equity Interests of such Guarantor following which such Guarantor is no longer a Subsidiary of either Co-Issuer

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to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of a Co-Issuer (other than a Receivables Entity) if such sale, disposition or other transfer is made in compliance with the applicable provisions of the Indenture;

     (2) with respect to any Foreign Subsidiary, if the guarantee which resulted in the creation of the Subsidiary Guarantee of such Foreign Subsidiary is released or discharged, except a discharge or release by or as a result of payment under such guarantee;

     (3) if the Co-Issuers designate any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture; or

     (4) upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the notes and the Subsidiary Guarantees as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge.”

Optional Redemption

          At any time prior to August 1, 2010, the Co-Issuers may redeem all or a part of the notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the date of redemption.

          In addition, at any time prior to August 1, 2009, the Co-Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 109.750% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings by the Company or the net proceeds of any Equity Offerings by any Parent Entity that are contributed to the common equity capital of the Company, provided that:

     (1) at least 65% of the aggregate principal amount of notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding notes held by any Parent Entity, any Co-Issuer or any Subsidiary of any Co-Issuer); and

     (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.

          Except pursuant to the preceding paragraphs, the notes will not be redeemable at the Co-Issuers’ option prior to August 1, 2010. On or after August 1, 2010, the Co-Issuers may redeem all or a part of the notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 1 of the years indicated below:

Year	Percentage
2010	104.875	%
2011	102.438	%
2012 and thereafter	100.000	%

          If the redemption date is on or after an interest payment record date and on or before the related interest payment date, the accrued and unpaid interest and Additional Interest, if any, will be paid to the Holder in whose name the note is registered at the close of business on such record date, and no additional interest or Additional Interest, if any, will be payable to Holders whose notes will be subject to redemption by the Co-Issuers.

Selection and Notice

          If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption as follows:

      (1) if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or

      (2) if the notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the trustee deems fair and appropriate.

          No notes of $2,000 or less shall be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in

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connection with a defeasance of the notes or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional.

          If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the Holder thereof upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

Mandatory Redemption

           The Co-Issuers are not required to make mandatory redemption or sinking fund payments with respect to the notes.

Change of Control

          If a Change of Control occurs, the Co-Issuers will be required to make an offer (a “Change of Control Offer”) to each Holder of notes, unless the Co-Issuers have exercised their right to redeem all the notes as described under “—Optional Redemption,” to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s notes on the terms set forth in the Indenture. In the Change of Control Offer, the Co-Issuers will offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, on the notes repurchased, to the date of purchase (the “Change of Control Payment Date”). Within 30 days following any Change of Control, the Co-Issuers will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. The Co-Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Co-Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control provisions of the Indenture by virtue of such conflict.

          On the Change of Control Payment Date, the Co-Issuers will, to the extent lawful:

     (1) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

     (2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

      (3) deliver or cause to be delivered to the trustee the notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of notes or portions of notes being purchased by the Co-Issuers.

           The paying agent will promptly mail to each Holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each new note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Co-Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

          If the Change of Control Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, will be paid to the Holder in whose name a note is registered at the close of business on such record date, and no other interest or Additional Interest, if any, will be payable to Holders who tender pursuant to the Change of Control Offer.

          The provisions described above that require the Co-Issuers to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders of the notes to require that the Co-Issuers repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

          The Co-Issuers will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in

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the Indenture applicable to a Change of Control Offer made by the Co-Issuers and purchases all notes properly tendered and not withdrawn under the Change of Control Offer.

          The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of notes to require the Co-Issuers to repurchase their notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

          The Credit Agreement contains, and other Indebtedness of the Co-Issuers may contain, prohibitions on the occurrence of events that would constitute a Change of Control or require that Indebtedness be repurchased upon a Change of Control. The exercise by the Holders of their right to require the Co-Issuers to repurchase the notes upon a Change of Control could cause a default under the Credit Agreement and other Indebtedness even if the Change of Control itself does not.

          If a Change of Control Offer occurs, there can be no assurance that the Co-Issuers will have available funds sufficient to make the Change of Control Payment for all of the notes that might be delivered by Holders seeking to accept the Change of Control Offer. The Co-Issuers expect that they would seek third-party financing to the extent they do not have available funds to meet their purchase obligations and any other obligations in respect of their other Indebtedness. However, the Co-Issuers cannot assure you that they would be able to obtain such financing. See “Risk Factors—Risks Relating to this Offering.”

     Asset Sales

          The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

      (1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of (such fair market value to be determined on the date of contractually agreeing to such Asset Sale);

     (2) the fair market value is determined by the Company’s Board of Directors and evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the trustee; and

     (3) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents.

For purposes of this provision, each of the following will be deemed to be cash:

     (a) the amount of any liabilities, as shown on the Company’s most recent consolidated balance sheet or in the notes thereto, of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Guarantee) that are assumed by the transferee of any such assets; provided, that the Company or such Restricted Subsidiary is contractually released from further liability with respect to such liabilities;

      (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly, but in any event within 120 days after the date of the Asset Sale, converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion;

     (c) property received as consideration for such Asset Sale that would otherwise constitute a permitted application of Net Proceeds (or other cash in such amount) under clauses (3), (4) and (6) under the next succeeding paragraph below; and

     (d) any Designated Non-cash Consideration received by the Company or such Restricted Subsidiary having an aggregate fair market value (as determined in good faith by the Company), taken together with all other Designated Non-cash Consideration received pursuant to this clause (d), not exceeding the greater of $15 million and 2.0% of the Total Assets of the Company at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value.

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          Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any of its Restricted Subsidiaries may apply those Net Proceeds at the option of the Company to:

     (1) permanently repay Indebtedness and other Obligations under the revolving loan portion of any Credit Facility;

     (2) repay (a) the term loan portion of any Credit Facility, (b) any Indebtedness secured by a Lien, (c) repay other Indebtedness ranking pari passu with the notes that has a Stated Maturity prior to the Stated Maturity of the notes or (d) any Indebtedness of a Restricted Subsidiary that is not a Guarantor;

     (3) acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business;

     (4) acquire Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary of the Company;

     (5) make a capital expenditure relating to an asset used or useful in a Permitted Business; or

     (6) acquire non-current assets (including lease fleet and transportation equipment) that are used or useful in a Permitted Business.

          Pending the final application of any Net Proceeds, we or any of our Restricted Subsidiaries may temporarily reduce other borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture.

          Any Net Proceeds from an Asset Sale not applied in accordance with the preceding paragraph within 365 days from the date of the receipt of such Net Proceeds (or at the Co-Issuers’ option, an earlier date) shall constitute “Excess Proceeds” unless binding contractual commitments to apply such Net Proceeds in accordance with the preceding paragraph have been entered into prior to the end of such 365-day period and shall not have been completed or abandoned; provided, however, that the amount of any Net Proceeds that is not actually reinvested within 545 days from the date of the receipt of such Net Proceeds shall also constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10 million, the Co-Issuers will make an offer (an “Asset Sale Offer”) to all Holders of notes and all holders of other Indebtedness that is pari passu with the notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount (or accreted value, as applicable) of the notes and such other pari passu Indebtedness in each case equal to $2,000 or an integral multiple of $1,000 in excess thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after the consummation of an Asset Sale Offer, the Company or any of its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered in such Asset Sale Offer exceeds the amount of Excess Proceeds, the Excess Proceeds will be allocated by the Co-Issuers to the notes and such other pari passu Indebtedness on a pro rata basis (based upon the respective principal amounts (or accreted value, if applicable) of the notes and such other pari passu Indebtedness tendered into such Asset Sale Offer) and the portion of each note to be purchased will thereafter be determined by the trustee on a pro rata basis among the Holders of such notes with appropriate adjustments such that the notes may only be purchased in integral multiples of $1,000. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

          If the Asset Sale purchase date is on or after an interest payment record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, will be paid to the Holder in whose name a note is registered at the close of business on such record date, and no interest or Additional Interest, if any, will be payable to Holders who tender notes pursuant to the Asset Sale Offer.

          The Co-Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, the Co-Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Asset Sale provisions of the Indenture by virtue of such conflict.

          The agreements governing the Co-Issuers’ other Indebtedness contain prohibitions of certain events, including certain types of Asset Sales. In addition, the exercise by the Holders of the notes of their right to require the Co-Issuers to repurchase the notes in connection with an Asset Sale Offer could cause a default under these other agreements, even if the Asset Sale itself does not, due to the financial effect of such repurchases on the Co-Issuers. Finally, the Co-Issuers’ ability to

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pay cash to the Holders of the notes upon a repurchase may be limited by the Co-Issuers’ then existing financial resources. See “Risk Factors—Risks Relating to the Offering.”

Certain Covenants

     Restricted Payments

               The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

          (1) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or other payments or distributions accrued or payable in Equity Interests (other than Disqualified Stock) of the Company or payable to the Company or a Restricted Subsidiary of the Company);

          (2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of any Co-Issuer or any Parent Entity of the Company;

          (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is contractually subordinated to the notes or any Guarantee, except any payment of interest or principal at the Stated Maturity thereof; or

          (4) make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

          unless, at the time of and after giving effect to such Restricted Payment:

          (1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and

          (2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness;” and

          (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments declared or made by the Company and its Restricted Subsidiaries after the date of the Indenture (excluding Restricted Payments permitted by clauses (1) (but only to the extent the declaration of such Restricted Payment shall have already reduced such amount), (2), (3), (4), (6), (7), (8), (9), (12) and (13) of the next succeeding paragraph), is less than the sum, without duplication, of:

          (a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of the Indenture to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

          (b) 100% of the fair market value of the Qualified Proceeds received by the Company since the date of the Indenture as a contribution to its common equity capital from the issue or sale of Equity Interests (other than Disqualified Stock) of the Company or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests or Disqualified Stock or debt securities sold to a Subsidiary of the Company or an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); provided, however, that this clause (b) shall not include the proceeds from Contributions Indebtedness Equity, plus

          (c) to the extent that any Restricted Investment that was made after the date of the Indenture is sold or otherwise liquidated or repaid 100% of the Qualified Proceeds received with respect to such Restricted Investment (less the cost of disposition, if any),plus

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     (d) to the extent that any Unrestricted Subsidiary of the Company designated as such after the date of the Indenture is redesignated as a Restricted Subsidiary after the date of the Indenture, the fair market value of the Company’s Investment in such Subsidiary as of the date of such redesignation.

          The preceding provisions will not prohibit:

     (1) the payment of any dividend or the making of any distribution or other payment on account of any Equity Interest of the Company or any of its Restricted Subsidiaries within 60 days after the date of declaration of such payment, if at the date of declaration such payment would have complied with the provisions of the Indenture;

     (2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests (other than Disqualified Stock and other than Equity Interests issued or sold to an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination) of the Company; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance, replacement, extension, renewal, or other acquisition will be excluded from clause (3)(b) of the preceding paragraph;

     (3) the defeasance, redemption, repurchase, replacement, extension, renewal, refinancing or retirement, or other acquisition of subordinated Indebtedness of the Company or any Guarantor in exchange for, or with the net cash proceeds from, an incurrence (other than to a Subsidiary of the Company) of, Permitted Refinancing Indebtedness;

     (4) the payment of any dividend or distribution by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;

     (5) so long as no Default or Event of Default shall have occurred and be continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of any Parent Entity, the Company or any Restricted Subsidiary of the Company or any Parent Entity of the Company held by any current or former employee, officer, director or agent of the Company or any Restricted Subsidiary of the Company (including the heirs and estates of such Persons) pursuant to any management equity subscription agreement, stock option plan or agreement, shareholders agreement, or similar agreement, plan or arrangement, including amendments thereto; provided, however, that the aggregate price paid for all such Equity Interests repurchased, redeemed, acquired or retired pursuant to this clause (5) may not exceed $2 million in any fiscal year; provided that unused amounts in any fiscal year may be carried forward and utilized in any subsequent fiscal year up to a maximum (without giving effect to the following proviso) of all such repurchases not to exceed $6 million in any fiscal year; provided further that such amount in any fiscal year may be increased in an amount not to exceed (a) the net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, Equity Interests of any Parent Entity of the Company, in each case to any employee, officer, director or agent of the Company or any Restricted Subsidiary of the Company that occurs after the date of the Indenture, to the extent such net cash proceeds have not otherwise been applied to make Restricted Payments pursuant to clause (3)(b) of the preceding paragraph, plus (b) the net cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries subsequent to the date of the Indenture, less (c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (5);

     (6) any Permitted Payments to a Parent Entity;

     (7) the repurchase of Equity Interests deemed to occur upon the exercise of stock options, warrants or other convertible securities to the extent such Equity Interests represents a portion of the exercise price thereof and the repurchase of fractional shares;

     (8) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries issued in accordance with and to the extent permitted by the covenant described under “—Incurrence of Indebtedness” to the extent such dividends are included in the definition of “Fixed Charges;”

     (9) any payments made in connection with the consummation of the Transactions on substantially the terms described in this registration statement;

     (10) so long as no Default or Event of Default shall have occurred and be continuing, the payment of

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dividends on the Company’s common Capital Stock (or the payment of dividends to any Parent Entity to fund the payment by such Parent Entity of dividends on such entity’s common Capital Stock) following the consummation of an underwritten public Equity Offering of the Company’s or any Parent Entity’s common Capital Stock of up to 6% per annum of the net cash proceeds received by the Company from any public Equity Offering of common Capital Stock of the Company or contributed to the Company by any Parent Entity from any public Equity Offering of common Capital Stock of the Parent Entity;

     (11) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Indebtedness subordinated to the notes or the Guarantees (a) at a purchase price not greater than 101% of the principal amount of such Indebtedness in the event of a change of control as defined under such Indebtedness in accordance with provisions similar to the “Change of Control” covenant or (b) at a purchase price not greater than 100% of the principal amount thereof in accordance with provisions similar to the “Asset Sale” covenant; provided that, prior to such purchase, repurchase, redemption, defeasance or acquisition or retirement, the Company has made the Change of Control Offer or Asset Sale Offer, as applicable, as provided in such covenant, and has completed, if applicable, the repurchase or redemption of all notes validly tendered for payment in connection with such Change of Control Offer or Asset Sale Offer;

     (12) distributions of Capital Stock of Unrestricted Subsidiaries; or

     (13) other Restricted Payments made pursuant to this clause (13) in an aggregate amount since the date of the Indenture not to exceed $20.0 million (or the equivalent thereof, at the time of incurrence, in applicable foreign currency).

          The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the assets or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any non-cash Restricted Payment will be determined by the Board of Directors of the Company, whose resolution with respect thereto will be delivered to the trustee. Not later than the date of making any Restricted Payment, the Co-Issuers will deliver to the trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this “Restricted Payments” covenant were computed, together with a copy of any fairness opinion or appraisal required by the Indenture.

     Incurrence of Indebtedness

          The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur,” and “incurrence” shall have a correlative meaning) any Indebtedness (including Acquired Debt); provided, however, that the Co-Issuers and any Guarantor may incur Indebtedness (including Acquired Debt) if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period.

          The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

      (1)the incurrence by the Company and any Restricted Subsidiary of Indebtedness and letters of credit under one or more Credit Facilities together with the principal component of amounts outstanding under Qualified Receivables Transactions in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and the Restricted Subsidiaries thereunder) not to exceed the greater of (a) $300.0 million and (b) the Borrowing Base; provided, that the maximum amount permitted to be outstanding under this clause (1) shall not be deemed to limit additional Indebtedness under one or more Credit Facilities that is permitted to be incurred pursuant to any of the other provisions of this covenant;

     (2) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness;

     (3) the incurrence by the Co-Issuers and the Guarantors of Indebtedness represented by the notes (other than additional notes) and the related Guarantees to be issued on the date of the Indenture and the Exchange Notes and the related Guarantees to be issued in exchange therefor pursuant to the registration rights agreement;

     (4) the incurrence by the Company and its Restricted Subsidiaries of Indebtedness represented by Capital

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Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, repair, or improvement of property, plant or equipment or lease fleet (including through the purchase of Equity Interests of a Person up to the amount of the fair market value of such assets held by such Person) used in a Permitted Business, in an aggregate principal amount at any time outstanding pursuant to this clause (4) not to exceed the greater of (a) $15.0 million (or the equivalent thereof, at the time of incurrence, in applicable foreign currency) and (b) 2.0% of the Total Assets of the Company (determined as of the time of incurrence);

     (5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, defease, renew, extend or replace Indebtedness, other than intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4) or (5) of this paragraph;

     (6) the incurrence by any Foreign Subsidiary of any Indebtedness, together with the amount of any other outstanding Indebtedness incurred pursuant to this clause (6), in an aggregate principal amount not to exceed the greater of $7.5 million (or the equivalent thereof, at the time of incurrence, in the applicable foreign currency) and 1.0% of Total Assets of the Company;

     (7) the incurrence by the Company or any of its Restricted Subsidiaries (other than a Receivables Entity) of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries (other than a Receivables Entity); provided, however, that:

     (a) except with respect to the Credit Agreement Note, if a Co-Issuer or any Guarantor is the obligor on such Indebtedness and the payee is not a Co-Issuer or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes, in the case of such Co-Issuer, or such Guarantee, in the case of a Guarantor; and

     (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary (other than a Receivables Entity) of the Company, (ii) any sale or other transfer of any such Indebtedness to a Person that is neither the Company nor a Restricted Subsidiary (other than a Receivables Entity) of the Company or (iii) the designation of a Restricted Subsidiary which holds Indebtedness as an Unrestricted Subsidiary will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7);

     (8) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations;

     (9) the guarantee by any Co-Issuer or any of the Guarantors of Indebtedness of the Company or any Restricted Subsidiary of the Company, provided that, in each case, the Indebtedness was permitted to be incurred by another provision of this covenant; provided further that in the event such Indebtedness that is being guaranteed is (a) pari passu in right of payment to the notes or any Guarantee, then the related guarantee shall rank equally in right of payment to the notes or such Guarantee, as the case may be, or (b) subordinated in right of payment to the notes or any Guarantee, then the related guarantee shall be subordinated in right of payment to the same extent to the notes or such Guarantee, as the case may be;

     (10) Indebtedness arising from agreements of the Company or a Restricted Subsidiary of the Company providing for adjustment of purchase price, deferred payment, earn out or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business or assets of the Company or a Restricted Subsidiary;

     (11) Indebtedness incurred in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, letters of credit (not supporting Indebtedness for borrowed money), performance, surety, appeal and similar bonds and completion guarantees or similar obligations provided by a Co-Issuer or a Guarantor in the ordinary course of business;

     (12) Indebtedness arising from (a) agreements of the Company or any Restricted Subsidiary of the Company pursuant to which the Company or any such Restricted Subsidiary incur s an indemnification obligation or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days of the later of such honoring or notice thereof;

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     (13) obligations with respect to letters of credit issued in the ordinary course of business and securing obligations for trade payables to the extent such letters of credit are not drawn and have not remained outstanding for more than 180 days from the date of issuance (including letters of credit issued in substitution therefor);

     (14) Indebtedness of a Person incurred and outstanding on or prior to the date on which such Person was acquired by the Company or any Restricted Subsidiary of the Company or merged into the Company or a Restricted Subsidiary of the Company in accordance with the terms of the Indenture; provided that such Indebtedness is not incurred in connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, such acquisition or merger; and provided, further, that after giving pro forma effect to such incurrence of Indebtedness the Company would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of this covenant;

     (15) Indebtedness of the Company or any Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease the notes as described under “—Legal Defeasance and Covenant Defeasance” or “—Satisfaction and Discharge”;

     (16) the incurrence by the Company or any Restricted Subsidiary of the Company of Contribution Indebtedness; and (17) the incurrence by the Company or any Restricted Subsidiary of the Company of additional Indebtedness, together with the amount of any other outstanding Indebtedness incurred pursuant to this clause

     (17), in an aggregate principal amount (or accreted value, as applicable) not to exceed $20.0 million (or the equivalent thereof, at the time of incurrence, in the applicable foreign currency).

          For purposes of determining compliance with this “Incurrence of Indebtedness” covenant, in the event that an item of proposed Indebtedness (including Acquired Debt) meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (17) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Co-Issuers will be permitted to classify all or a portion of that item of Indebtedness on the date of its incurrence in their sole discretion (or on a later date reclassify in whole or in part so long as such Indebtedness is permitted to be incurred pursuant to such provision at the time of reclassification) in any manner that complies with this covenant; provided that Indebtedness under the Credit Agreement outstanding on the date of the Indenture will initially be deemed to have been incurred in reliance on the exception provided by clause (1) of the second paragraph of this covenant. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary of the Company may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

          Accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock or preferred stock of a Restricted Subsidiary that is not a Guarantor in the form of additional shares of the same class of Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued.

          Liens

          The Company will not and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur or otherwise cause or suffer to exist or become effective any Lien of any kind securing Indebtedness or Attributable Debt (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under the Indenture and the notes are contemporaneously secured on an equal and ratable basis with the Obligations so secured until such time as such Obligations are no longer secured by a Lien; provided that to the extent any such Lien secures Indebtedness that is subordinate to the notes or the Guarantees, such Lien shall be subordinate to the Lien on such property or assets granted to the holders of the notes to the same extent as such Indebtedness is subordinate to the notes or such Guarantee, as the case may be.

          Dividend and Other Payment Restrictions Affecting Subsidiaries

          The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

     (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries;

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     (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

     (3) sell, lease, transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

          However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

     (1) any agreement in effect on or entered into on the date of the Indenture, including, without limitation, the Credit Agreement and any agreement governing Hedging Obligations entered into with respect to Indebtedness under the Credit Agreement (as amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced in accordance with this clause (1)) so long as the encumbrances and restrictions under such agreement governing the Hedging Obligations are no more restrictive than those under such Credit Agreement, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the Indenture;

     (2) the Indenture, the notes and the related Guarantees to be issued on the date of the Indenture and the Exchange Notes and the related Guarantees to be issued in exchange therefor pursuant to the registration rights agreement;

     (3) applicable law, rule, regulation or order;

     (4) any instrument governing Indebtedness (including Acquired Debt) or Capital Stock of the Company or any of its Restricted Subsidiaries or of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, including any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments, provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument, provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;

     (5) customary non-assignment or subletting provisions in leases, licenses or contracts entered into in the ordinary course of business;

     (6) capital leases or purchase money obligations for property acquired or leased in the ordinary course of business that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph;

     (7) any Purchase Money Note or other Indebtedness or contractual requirements incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors of the Company, are necessary to effect such Qualified Receivables Transaction;

     (8) any agreement for the sale or other disposition of assets or Capital Stock of a Restricted Subsidiary permitted under the Indenture that restricts the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending its sale or other disposition;

     (9) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

     (10) leases or licenses entered into in the ordinary course of business that impose restrictions solely on the property so leased;

     (11) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under the caption “—Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;

     (12) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements; provided that such restrictions apply only to the assets or property subject to such joint venture;

     (13) restrictions on cash or other deposits or net worth under contracts or leases entered into in the ordinary course of business; and

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     (14) any agreement relating to a sale and leaseback transaction or Capital Lease Obligation otherwise permitted by the Indenture, but only on the assets subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or a capital lease.

Merger, Consolidation or Sale of Assets

          Neither Co-Issuer may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Co-Issuer is the surviving corporation) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person; unless:

     (1) either: (a) such Co-Issuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Co-Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia and assumes all of the obligations of such Co-Issuer under the notes, the Indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to the trustee; provided that at all times at least one Co-Issuer shall be a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

     (2) immediately after such transaction no Default or Event of Default exists; and

     (3) (a) such Co-Issuer or the Person formed by or surviving any such consolidation or merger (if other than such Co-Issuer), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness” or (b) have a Fixed Charge Coverage Ratio equal to or greater than the Fixed Charge Coverage Ratio of such Co-Issuer immediately prior to such transaction.

          In no event shall the Company or MSG enter into any transaction that results in, or otherwise permit, MSG to cease being a Restricted Subsidiary of the Company. For purposes of this covenant, the sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of any Co-Issuer, which properties and assets, if held by such Co-Issuer instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of such Co-Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of such Co-Issuer.

          Upon any transfer, consolidation or merger in accordance with the foregoing, the successor entity in such transaction shall succeed to and (except in the case of a lease) be substituted for, and may exercise every right and power of, such Co-Issuer under the Indenture and the registration rights agreement with the same effect as if such successor entity had been named therein as a Co-Issuer, and (except in the case of a lease) such Co-Issuer shall be released from the obligations under the notes, the Indenture and the registration rights agreement except with respect to any obligations that arise from, or are related to, such transaction.

          Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the property or assets of a Person.

          Notwithstanding the preceding clause (3), (x) any Restricted Subsidiary may consolidate with, merge into, sell, assign, convey, lease or otherwise transfer all or part of its properties and assets to any Co-Issuer or to any Guarantor and (y) a Co-Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating such Co-Issuer in another jurisdiction so long as such jurisdiction is the United States, any state of the United States or the District of Columbia.

          Transactions with Affiliates

          The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of any Co-Issuer (each, an “Affiliate Transaction”), unless:

     (1) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted

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Subsidiary than those that would have been obtained in a comparable transaction in arm’s-length dealings by the Company or such Restricted Subsidiary with an unrelated Person; and

      (2) the Company delivers to the trustee:

     (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members, if any, of the Board of Directors of the Company; and

     (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, a written opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an independent accounting, appraisal or investment banking firm of national standing.

          The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

     (1) reasonable and customary (a) directors’ fees and indemnification and similar arrangements, (b) employee, officer or director loans, advances, salaries, bonuses and employment, non-competition and confidentiality agreements (including indemnification arrangements), and (c) compensation, confidentiality or employee benefit arrangements (including stock option plans) and incentive arrangements with any officer, director or employee entered into in the ordinary course of business (including customary benefits thereunder);

      (2) transactions between or among the Company and its Restricted Subsidiaries (other than a Receivables Entity);

     (3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or indirectly, an Equity Interest in, or controls, such Person;

     (4) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Indebtedness thereof;

     (5) issuances and sales of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company or the receipt of the proceeds of capital contributions in respect of Equity Interests;

     (6) Restricted Payments permitted by the provisions of the Indenture described above under the caption “Restricted Payments” or Permitted Investments (other than pursuant to clause (3) of such definition);

     (7) sales or other transfers or dispositions of accounts receivable and other related assets customarily transferred in an asset securitization transaction involving accounts receivable to a Receivables Entity in a Qualified Receivables Transaction, and acquisitions of Permitted Investments in connection with a Qualified Receivables Transaction;

     (8) transactions pursuant to agreements or other arrangements, each as in effect on the date of the Indenture, as described in this registration statement in the section entitled “Certain Relationships and Related Party Transactions” and as the same may be amended, modified or replaced from time to time so long as such amendment, modification or replacement is no less favorable to the Company and the Restricted Subsidiaries in any material respect than the original agreement or arrangement in effect on the date of the Indenture;

     (9) payments made by the Company or any Restricted Subsidiary to any Principal Related Party for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by a majority of the disinterested members, if any, of the Board of Directors of the Company in good faith; and

     (10) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture that are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Company, or are on terms at least as favorable as would reasonably have been entered into at such time with an unaffiliated party.

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          Designation of Restricted and Unrestricted Subsidiaries

          The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary (other than MSG) if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph (or clause (13) of the second paragraph) of the covenant described above under the caption “—Restricted Payments” or under one or more clauses of the definition of Permitted Investments, as determined by the Company. Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

          All Subsidiaries of Unrestricted Subsidiaries shall be automatically deemed to be Unrestricted Subsidiaries. All designations of Subsidiaries as Unrestricted Subsidiaries and revocations thereof must be evidenced by filing with the trustee resolutions of the Board of Directors of the Company and an Officers’ Certificate certifying compliance with the foregoing provisions.

          Additional Subsidiary Guarantees

          If the Company or any of its Restricted Subsidiaries (other than a Receivables Entity) acquire or create another Domestic Subsidiary after the date of the Indenture or an Immaterial Subsidiary ceases to qualify as an Immaterial Subsidiary, then that newly acquired or created Domestic Subsidiary or such former Immaterial Subsidiary shall on the date on which it was acquired, created or ceased to so qualify become a Guarantor and promptly execute a supplemental indenture pursuant to which such Subsidiary will guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the notes on a senior basis; provided that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary. In addition, if any of the Company’s Foreign Subsidiaries or Immaterial Subsidiaries guarantee any Indebtedness of any Co-Issuer or any Guarantor, such Foreign Subsidiary or Immaterial Subsidiary, as the case may be, shall simultaneously become a Guarantor and promptly execute a supplemental indenture pursuant to which such Person will guarantee, on a joint and several basis, the prompt payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the notes on a senior basis and to the same extent as such Person’s guarantee of such other Indebtedness. The foregoing provisions shall not apply to Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with the Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Guarantor without rendering the Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

          Business Activities

          The Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Subsidiaries taken as a whole.

          Payments for Consent

          The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the notes unless such consideration is offered to be paid and is paid to all Holders of the notes that consent, waive or agree to amend the Indenture or the notes in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

          Reports

          The Company will furnish to the trustee and, upon request, to beneficial owners of, and prospective investors (that are qualified institutional buyers as defined in Rule 144A under the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act)) in, the notes a copy of all of the information and reports referred to in clauses (1) and (2) below:

     (1) (a) within 90 days of the end of each fiscal year, annual audited financial statements for such fiscal year (along with customary comparative results) and (b), within 45 days of the end of each of the first three fiscal

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quarters of every fiscal year, unaudited financial statements for the interim period as of, and for the period ending on, the end of such fiscal quarter (along with comparative results for the corresponding interim period in the prior year), in each case, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to the periods presented and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants (all of the foregoing financial information to be prepared on a basis substantially consistent with the corresponding financial information included in this registration statement or the then applicable Commission requirements);

     (2) within 10 Business Days of the occurrence of an event required to be therein reported, such other reports containing substantially the same information required to be contained in a Current Report on Form 8-K under the Exchange Act (other than Items 3.01 (Notice of delisting or failure to satisfy a continued listing rule or standard; transfer of listing), 3.02 (Unregistered sales of equity securities) and 5.04 (Temporary suspension of trading under registrant’s employee benefit plans) thereof).

          If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by this covenant will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

           The Company will:

     (1) hold a quarterly conference call to discuss the information contained in the annual and quarterly reports required under clause (1) of the first paragraph of this covenant (the “Financial Reports”) not later than five Business Days from the time the Company furnishes such reports to the trustee;

     (2) no fewer than three Business Days prior to the date of the conference call required to be held in accordance with clause (1) above, issue a press release to the appropriate U.S. wire services announcing the time and date of such conference call and directing the beneficial owners of, and prospective investors in, the notes and securities analysts to contact an individual at the Company (for whom contact information shall be provided in such press release) to obtain the financial reports and information on how to access such conference call; and

     (3) (A) (x) maintain a non-public website to which beneficial owners of, and prospective investors in, the notes and securities analysts are given access and to which the reports required by this covenant are posted along with, as applicable, details on the time and date of the conference call required by clause (1) of this paragraph and information on how to access that conference call and (y) distribute via electronic mail such reports and conference call details to beneficial owners of, and prospective investors in, the notes and securities analysts who request to receive such distributions or (B) file such reports electronically with the Commission through its Electronic Data Gathering, Analysis and Retrieval System (or any successor system).

          In addition, the Company shall furnish to the holders of the notes and to securities analysts and prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the notes are not freely transferable under the Securities Act.

          The Company shall be entitled to require certification as to a person’s bona fide status as a beneficial owner, prospective investor or securities analyst, as applicable, prior to distributing to such person the reports and other information to be provided by the Company.

Events of Default

          Each of the following is an Event of Default:

     (1) default for 30 days in the payment when due of interest on, or Additional Interest, if any, with respect to, the notes;

     (2) default in payment when due of the principal of, or premium, if any, on the notes;

     (3) failure by the Company or any of its Restricted Subsidiaries for 30 days or more to comply with the provisions described under the captions “—Certain Covenants—Merger, Consolidation or Sale of Assets” and “Repurchase at the Option of Holders—Change of Control.”

     (4) failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice by the trustee or Holders of at least 25% in principal amount of the then outstanding notes to comply with any of the other

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covenants or agreements in the Indenture;

     (5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default:

     (a) is caused by a failure to pay principal of such Indebtedness at final maturity prior to the expiration of the grace period provided in such Indebtedness (a “Payment Default”); or

     (b) results in the acceleration of such Indebtedness prior to its Stated Maturity,

     and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $12.5 million or more;

     (6) failure by the Company or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction (not subject to appeal) aggregating in excess of $12.5 million (net of any amounts covered by a reputable and creditworthy insurance company), which judgments are not paid, discharged or stayed for a period of 60 days after the date on which the right to appeal has expired;

     (7) except as permitted by the Indenture, any Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee; and

     (8) certain events of bankruptcy, insolvency or reorganization described in the Indenture with respect to any Co-Issuer, any of their Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

          In the case of an Event of Default arising from certain events of bankruptcy, insolvency or reorganization, with respect to the Co-Issuers, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding notes, by notice in writing to the trustee and the Co-Issuers, may declare all the notes to be due and payable. Subject to the provisions of the Indenture relating to the duties of the trustee, in case an Event of Default shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders of notes, unless such Holders shall have offered to the trustee reasonable indemnity against any loss, liability or expense. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (5) under “Events of Default” has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5) shall be remedied or cured by the Co-Issuers or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium, interest or Additional Interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. In the event of an Event of Default pursuant to clause (3) or (4) caused solely by a breach of the specified covenant resulting from the existence of an unknown Default under another covenant, such Event of Default shall be deemed remedied or cured by the Co-Issuers if the underlying Default is promptly remedied upon becoming known to the Co-Issuers. The trustee may withhold from Holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, premium, interest or Additional Interest. Except to enforce the right to receive payment of principal, premium, if any, or interest or Additional Interest, if any, when due, no Holder of a note may pursue any remedy with respect to the Indenture, the notes or any Guarantee unless:

(1)	such holder has previously given the trustee notice that an Event of Default is continuing;
(2)	holders of at least 25% in aggregate principal amount of the then outstanding notes have requested the trustee to pursue the remedy;
(3)	such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;

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(4)

the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5)

holders of a majority in aggregate principal amount of the then outstanding notes have not given the trustee a direction inconsistent with such request within such 60-day period. The Holders of a majority in aggregate principal amount of the notes then outstanding by notice to the trustee may, on behalf of the Holders of all of the notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of principal of, or interest or premium or Additional Interest, if any, on the notes.

          The Co-Issuers are required to deliver to the trustee annually, within 120 days after the end of the Company’s fiscal year, an Officers’ Certificate regarding compliance with the Indenture. Within five Business Days of becoming aware of any Default or Event of Default, the Co-Issuers are required to deliver to the trustee a written notice specifying such Default or Event of Default and what action the Co-Issuers are taking or propose to take with respect thereto, unless such default shall have been previously cured or waived.

No Personal Liability of Directors, Officers, Employees and Stockholders

          No director, officer, employee, incorporator or stockholder of the Co-Issuers or any Guarantor, as such, will have any liability for any obligations of the Co-Issuers or the Guarantors under the notes, the Indenture, the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

          The Co-Issuers may, at their option and at any time, elect to have all of their obligations discharged with respect to the outstanding notes and to have each Guarantor’s obligations discharged with respect to its Guarantee (“Legal Defeasance”) except for:

     (1) the rights of Holders of outstanding notes to receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on such notes when such payments are due from the trust referred to below;

     (2) the Co-Issuers’ obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

     (3) the rights, powers, trusts, duties and immunities of the trustee, and the Co-Issuers’ and the Guarantors’ obligations in connection therewith; and

     (4) the Legal Defeasance provisions of the Indenture.

          In addition, the Co-Issuers may, at their option and at any time, elect to have the obligations of the Co-Issuers and the Guarantors released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “—Events of Default” will no longer constitute an Event of Default with respect to the notes.

          In order to exercise either Legal Defeasance or Covenant Defeasance:

     (1) (a) the Co-Issuers must irrevocably deposit with the trustee, in trust, for the benefit of the Holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank or firm of independent public accountants, to pay the principal of, or interest and premium and Additional Interest, if any, on the outstanding notes on the Stated Maturity or on the applicable redemption date, as the case may be, (b) the Co-Issuers must specify whether the notes are being defeased to maturity or to a particular redemption date and (c) the trustee must have, for the benefit of the Holders, a valid, perfected, exclusive security interest in the trust;

     (2) in the case of Legal Defeasance, the Co-Issuers have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) the Co-Issuers have received from, or there has been

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published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

     (3) in the case of Covenant Defeasance, the Co-Issuers have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

     (4) the deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Co-Issuers or any Guarantor is a party or by which the Co-Issuers or any Guarantor is bound (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

     (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Co-Issuers or any of their Subsidiaries are a party or by which the Co-Issuers or any of their Subsidiaries are bound;

     (6) the Co-Issuers must have delivered to the trustee an opinion of counsel to the effect that after the 91st day following the deposit, no trust funds will be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

     (7) the Co-Issuers must deliver to the trustee an Officers’ Certificate stating that the deposit was not made by the Co-Issuers with the intent of preferring the Holders of notes over the other creditors of the Co-Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Co-Issuers or others; and

     (8) the Co-Issuers must deliver to the trustee an Officers’ Certificate and an opinion of counsel stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

          Except as provided in the next two succeeding paragraphs, the Co-Issuers and the Trustee may amend, supplement or waive any provision of the Indenture or the notes or the Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing Default or Event of Default or compliance with any provision of the Indenture or the notes or the Guarantees may be waived with the consent of the Holders (other than the Co-Issuers and their Affiliates) of a majority in aggregate principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

          Without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any notes held by a non-consenting Holder):

     (1) reduce the principal amount of notes whose Holders must consent to an amendment, supplement or waiver;

     (2) reduce the principal of (or the premium on) or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”);

     (3) reduce the rate of or change the time for payment of interest or Additional Interest on any note;

     (4) waive a Default or Event of Default in the payment of principal of, or interest or premium or Additional Interest, if any, on the notes (except a rescission of acceleration of the notes by the Holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration);

     (5) make any note payable in currency other than that stated in the notes;

     (6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of

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     Holders of notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on the notes;

     (7) waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders”);

     (8) release any Guarantor from any of its obligations under its Guarantee or the Indenture, except in accordance with the terms of the Indenture; or

     (9) make any change in the preceding amendment and waiver provisions.

          Notwithstanding the preceding, without the consent of any Holder of notes, the Co-Issuers and the trustee may amend or supplement the Indenture or the notes or the Guarantees to:

     (1) cure any ambiguity, defect or inconsistency;

     (2) provide for uncertificated notes in addition to or in place of certificated notes;

     (3) provide for the assumption of the obligations of the Co-Issuers or any Guarantor to Holders of notes in the case of a merger or consolidation or sale of all or substantially all of their assets in accordance with the Indenture;

     (4) make any change that would provide any additional rights or benefits to the Holders of notes or that does not adversely affect the legal rights under the Indenture of any Holder;

     (5) provide for the issuance of additional notes in accordance with the provisions set forth in the Indenture;

     (6) evidence and provide for the acceptance of an appointment of a successor trustee;

     (7) comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

     (8) secure the notes;

     (9) add to the covenants of the Co-Issuers and their Restricted Subsidiaries for the benefit of the Holders or to surrender any rights or power herein conferred upon the Co-Issuers and their Restricted Subsidiaries;

     (10) provide for additional Guarantors in accordance with the terms of the Indenture; or

     (11) to conform the text of the Indenture, Guarantees or the notes to any provision of this “Description of Notes.”

Satisfaction and Discharge

          The Indenture will be discharged and will cease to be of further effect as to all notes and Guarantees issued thereunder, except as to surviving rights of registration of transfer or exchange of the notes, when:

     (1) either:

     (a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to the Co-Issuers, have been delivered to the trustee for cancellation; or

     (b) all notes that have not been delivered to the trustee for cancellation (i) have become due and payable by reason of the mailing of a notice of redemption or otherwise, (ii) will become due and payable within one year or (iii) are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name and at the expense of the Co-Issuers and the Co-Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption;

     (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as

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a result of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Co-Issuers or any Guarantor is a party or by which the Co-Issuers or any Guarantor is bound;

     (3) the trustee, for the benefit of the Holders, has a valid, perfected, first priority security interest in the trust;

     (4) the Co-Issuers or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and

     (5) the Co-Issuers has delivered irrevocable instructions to the trustee under the Indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

In addition, the Co-Issuers must deliver an Officers’ Certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

SEC Reports

          Following the effectiveness of the exchange offer or shelf registration statement required by the Registration Rights Agreement, the Company will file with the SEC, and make available to the Trustee and the registered holders of the Notes, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act with respect to the Co-Issuers and the Guarantors within the time periods specified therein. Prior to the effectiveness of the exchange offer or shelf registration statement required by the Registration Rights Agreement or in the event that the Co-Issuers are not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Co-Issuers will nevertheless make available such Exchange Act information to the Trustee and the holders of the Notes as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms.

          If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Co-Issuers and its Restricted Subsidiaries.

          In addition, Co-Issuers and the Guarantors have agreed that they will make available to the holders and to prospective investors, upon the request of such holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. For purposes of this covenant, the Co-Issuers and the Guarantors will be deemed to have furnished the reports to the Trustee and the holders of Notes as required by this covenant if it has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available.

          The filing requirements set forth above for the applicable period may be satisfied by the Company prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement (each as described under “Exchange offer; registration rights”) by the filing with the SEC of the exchange offer registration statement and/or shelf registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act; provided that this paragraph shall not supersede or in any manner suspend or delay the Company’s reporting obligations set forth in the first three paragraphs of this covenant.

Concerning the Trustee

          If the trustee becomes a creditor of any Co-Issuer or any Guarantor, the Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

          The Holders of a majority in aggregate principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of

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any Holder of notes, unless such Holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Additional Information

          Anyone who receives this prospectus may obtain a copy of the Indenture and the registration rights agreement without charge by writing to Mobile Services Group, Inc., 700 North Brand Boulevard, Suite 1000, Glendale, California 91203, USA, Attention: General Counsel.

Registration Rights; Additional Interest

          The following description is a summary of the material provisions of the registration rights agreement. It does not restate that agreement in its entirety. We urge you to read the proposed form of registration rights agreement in its entirety because it, and not this description, defines your registration rights as holders of these notes. See “—Additional Information.”

          The Co-Issuers, the Guarantors and the initial purchasers will enter into the registration rights agreement on or prior to the closing of this offering. Pursuant to the registration rights agreement, the Co-Issuers and the Guarantors will agree to file with the Commission the Exchange Offer Registration Statement on the appropriate form under the Securities Act with respect to the Exchange Notes. Upon the effectiveness of the Exchange Offer Registration Statement, the Co-Issuers and the Guarantors will offer to the holders of Transfer Restricted Securities pursuant to the Exchange Offer who are able to make certain representations the opportunity to exchange their Transfer Restricted Securities for Exchange Notes.

          If:

     (1) the Co-Issuers and the Guarantors are not

     (a) required to file the Exchange Offer Registration Statement; or

     (b) permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy; or

      (2) any holder of Transfer Restricted Securities notifies the Co-Issuers within 20 Business Days following consummation of the Exchange Offer that:

     (a) it is prohibited by law or Commission policy from participating in the Exchange Offer; or

     (b) it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or

     (c) it is a broker-dealer and owns notes acquired directly from the Co-Issuers or an affiliate of the Co-Issuers,

the Co-Issuers and the Guarantors will file with the Commission a Shelf Registration Statement to cover resales of the notes by the Holders of the notes who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement.

          For purposes of the preceding, “Transfer Restricted Securities” means each note, and the related Guarantees, until the earliest to occur of:

     (1) the date on which such note has been exchanged by a Person other than a broker-dealer for an Exchange Note in the Exchange Offer and entitled to be resold to the public by such Person without complying with the prospectus delivery requirements of the Securities Act;

     (2) following the exchange by a broker-dealer in the Exchange Offer of a note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement;

      (3) the date on which such note has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; or

     (4) the date on which such note is distributed to the public pursuant to Rule 144 under the Securities Act.

The registration rights agreement will provide that:

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    (1) the Co-Issuers and the Guarantors will file an Exchange Offer Registration Statement with the Commission on or prior to 455 days after the closing of this offering;

     (2) the Co-Issuers and the Guarantors will use all commercially reasonable efforts to have the Exchange Offer Registration Statement declared effective by the Commission on or prior to 547 days after the closing of this offering;

     (3) unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Co-Issuers and the Guarantors will

     (a) commence the Exchange Offer; and

     (b) use all commercially reasonable efforts to issue on or prior to 60 days, or longer, if required by the federal securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the Commission, Exchange Notes in exchange for all notes tendered prior thereto in the Exchange Offer; and

     (4) If obligated to file the Shelf Registration Statement, the Co-Issuers and the Guarantors will use all commercially reasonable efforts to file the Shelf Registration Statement with the Commission on or prior to 30 days after such filing obligation arises (and in any event within 607 days after the closing of this offering) and to cause the Shelf Registration to be declared effective by the Commission on or prior to 90 days after such obligation arises.

If:

     (1) the Co-Issuers and the Guarantors fail to file any of the registration statements required by the registration rights agreement on or before the date specified for such filing; or

     (2) any of such registration statements is not declared effective by the Commission on or prior to the date specified for such effectiveness (the “Effectiveness Target Date”); or

     (3) the Co-Issuers and the Guarantors fail to consummate the Exchange Offer within 60 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or

     (4) the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in the registration rights agreement without being succeeded immediately by an additional registration statement which becomes effective (each such event referred to in clauses (1) through (4) above, a “Registration Default”),

then the Co-Issuers and the Guarantors will pay Additional Interest to each Holder of notes, with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to $.05 per week per $1,000 principal amount of notes held by such Holder. The amount of the Additional Interest will increase by an additional $.05 per week per $1,000 principal amount of notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Additional Interest for all Registration Defaults of $.20 per week per $1,000 principal amount of notes.

          All accrued Additional Interest shall be paid by the Co-Issuers and the Guarantors on each day that interest is payable under the notes or the Exchange Notes.

          Following the cure of all Registration Defaults, the accrual of Additional Interest will cease.

          Holders of notes will be required to make certain representations to the Co-Issuers (as described in the registration rights agreement) in order to participate in the Exchange Offer and will be required to deliver certain information to be used in connection with the Shelf Registration Statement and to provide comments on the Shelf Registration Statement within the time periods set forth in the registration rights agreement in order to have their notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest set forth above. By acquiring Transfer Restricted Securities, a Holder will be deemed to have agreed to indemnify the Co-Issuers and the Guarantors against certain losses arising out of information furnished by such holder in writing for inclusion in any Shelf Registration Statement. Holders of notes will also be required to suspend their use of the prospectus included in the Shelf Registration Statement under certain circumstances upon receipt of written notice to that effect from the Co-Issuers.

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Certain Definitions

          Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full definition of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

          “Acquired Debt” means, with respect to any specified Person:

     (1) Indebtedness of any other Person (a) existing at the time such other Person is merged or consolidated with or into or became a Subsidiary of such specified Person, or (b) assumed by such specified Person in connection with an acquisition of any Equity Interests or assets of such other Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

          “Additional Interest” means all additional interest then owing pursuant to the registration rights agreement.

          “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

          “Applicable Premium” means, with respect to a note at any redemption date, the excess of (1) the present value at such time of (a) the redemption price of such note at August 1, 2010 (such redemption price being described under “Optional Redemption” plus (b) all required interest payments (excluding accrued and unpaid interest) due on such note through August 1, 2010, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (2) the outstanding principal amount of such fixed rate note.

              “Asset Sale” means:

     (1) the sale, lease (other than operating leases), sublease, conveyance or other disposition of any assets or rights, other than sales of assets in the ordinary course of business; provided that the sale, lease, sublease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption “—Repurchase at the Option of Holders—Change of Control” and/or the provisions described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and

      (2) the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of the Company’s Restricted Subsidiaries.

          Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:

     (1) any single transaction or series of related transactions that involves assets having a fair market value of less than $2.5 million;

     (2) a transfer of assets (a) between or among the Company and its Restricted Subsidiaries (other than a Receivables Entity) or (b) between the Company or its Restricted Subsidiary, on the one hand, and another Person, on the other hand, if after giving effect to such transaction, the other Person becomes a Restricted Subsidiary (other than a Receivables Entity) of the Company;

     (3) the sale, lease, sublease, conveyance or other disposition of equipment (including lease equipment), assets, inventory, accounts receivable or other assets from the lease fleet and the sales inventory of the Company and its Restricted Subsidiaries in the ordinary course of business;

     (4) the sale, transfer or other disposition of obsolete, damaged or worn-out equipment, lease fleet and sales inventory;

     (5) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary (other than a Receivables Entity) of the Company;

     (6) a Restricted Payment that is permitted by the covenant described above under the caption “—Certain

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Covenants—Restricted Payments” or a Permitted Investment;

     (7) any conversion of Cash Equivalents into cash or any form of Cash Equivalents;

     (8) any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other litigation claims;

     (9) any termination or expiration of any lease or sublease of real property in accordance with its terms;

     (10) creating or granting of Liens (and any sale or disposition thereof or foreclosure thereon) not prohibited by the Indenture;

     (11) any sublease of real property in the ordinary course of business;

     (12) grants of credits and allowances in the ordinary course of business;

     (13) sales of accounts receivable and related assets or an interest therein of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Entity; and

     (14) condemnations on or the taking by eminent domain of property or assets.

          “Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

         “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act (as in effect on the date of the Indenture). The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

            “Board of Directors” means:

     (1) with respect to a corporation, the board of directors of the corporation;

     (2) with respect to a partnership, the board of directors of the general partner of the partnership; and

     (3) with respect to any other Person, the board of directors or committee of such Person serving a similar function.

          “Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the trustee.

          “Borrowing Base” means, as of any date, on a consolidated basis and without duplication, the sum of (i) 85.0% of the net book value of accounts receivable of the Company and its Restricted Subsidiaries, plus (ii) the lesser of 100.0% of the net book value and 90.0% of the net appraised recovery value of lease fleet assets of the Company and its Restricted Subsidiaries, plus (iii) the lesser of 90.0% of the net book value and 80.0% of the net appraised recovery value of machinery and equipment of the Company and its Restricted Subsidiaries, plus (iv) 90.0% of the net book value of inventory of the Company and its Restricted Subsidiaries (subject to an aggregate $25.0 million inventory sublimit); provided, however, that if Indebtedness is being incurred to finance an acquisition pursuant to which any accounts receivable, lease fleet assets, machinery and equipment or inventory will be acquired (whether through the direct acquisition of assets or the acquisition of Capital Stock of a Person), the Borrowing Base shall include the applicable percentage of any accounts receivable, lease fleet assets, machinery and equipment and inventory to be acquired in connection with such acquisition.

          “Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close.

          “Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

          “Capital Stock” means:

     (1) in the case of a corporation, corporate stock;

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     (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

     (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

     (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

          “Cash Equivalents” means:

     (1) United States dollars, Canadian dollars, British pounds or Euros and, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

     (2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;

     (3) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $250 million and a Thomson Bank Watch Rating of “B” or better;

     (4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

     (5) commercial paper having a rating of at least “P-2” (or the equivalent thereof) from Moody’s Investors Service, Inc. or at least “A-2” (or the equivalent thereof) from Standard & Poor’s Rating Services and in each case maturing within one year after the date of acquisition; and

     (6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

             “Change of Control” means the occurrence of any of the following:

     (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than a Principal or a Related Party;

     (2) the adoption of a plan relating to the liquidation or dissolution of the Company;

     (3) any “person” (as defined above) other than any Principal or Related Party becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares; or

     (4) the first day on which a majority of the members of the Board of Directors of the Company or any Parent Entity are not Continuing Directors.

          “Commission” means the United States Securities and Exchange Commission.

          “Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker, having a maturity comparable to the first redemption date of the notes, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the first redemption date of the notes. “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the trustee after consultation with the Company.

          “Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any

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redemption date, the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by such Reference Treasury Dealer at 3:30 p.m. New York time, on the third Business Day preceding such redemption date.

         “Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

     (1) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

     (2) the interest expense of such Person and its Restricted Subsidiaries for such period, to the extent that such interest expense was deducted in computing such Consolidated Net Income; plus

     (3) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses and charges (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses and charges were deducted in computing such Consolidated Net Income; plus

     (4) losses arising from foreign currency or foreign currency exchange fluctuations related to Investments of the Company or its Restricted Subsidiaries in the Company or its Restricted Subsidiaries (other than Receivables Entities); plus

     (5) any fees, charges and expenses incurred in connection with any Equity Offering, Permitted Investment, acquisition, recapitalization or issuance or repayment of Indebtedness permitted to be incurred under the Indenture (in each case whether or not consummated) or the Transactions (including, without limitation, the fees payable to the Principal pursuant to the Management Agreement in connection with the Transactions) and, in each case, deducted in such period in computing Consolidated Net Income; minus

     (6) gains arising from foreign currency or foreign currency exchange fluctuations related to Investments of the Company or its Restricted Subsidiaries in the Company or its Restricted Subsidiaries (other than Receivables Entities); minus

     (7) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business (excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges made in any prior period that reduced Consolidated Cash Flow or which will result in the receipt of cash in a future period or the amortization of lease incentives), in each case, on a consolidated basis and determined in accordance with GAAP.

          “Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate, without duplication, of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

     (1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or (subject to clause (2) below) a Restricted Subsidiary of the Person;

     (2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its shareholders unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that the Consolidated Net Income of such Person shall be increased by the amount of dividends or similar distributions that are actually paid in cash (or to the extent converted into cash) to such Person or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

     (3) the cumulative effect of a change in accounting principles will be excluded;

     (4) any net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of

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the Company) and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person shall be excluded;

     (5) any non-cash compensation expense, including any such expense arising from stock options, restricted stock grants or other equity-incentive programs shall be excluded;

     (6) any net after-tax gains or losses attributable to the early extinguishment of Indebtedness shall be excluded;

     (7) the effect of any non-cash items resulting from any amortization, write-up, write-down or write-off of assets (including intangible assets, goodwill and deferred financing costs in connection with the Transactions or any future acquisition, disposition, merger, consolidation or similar transaction or any other non-cash impairment charges incurred subsequent to the date of the Indenture resulting from the application at SFAS Nos. 141, 142 or 144 (excluding any such non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period except to the extent such item is subsequently reversed) shall be excluded; and

     (8) any net gain or loss resulting from Hedging Obligations (including pursuant to the application of SFAS No. 133) shall be excluded.

          “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:

     (1) was a member of such Board of Directors on the date of the Indenture; or

     (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election; or

     (3) was nominated by a Principal or Related Party pursuant to a shareholders, voting or similar agreement.

           “Contribution Indebtedness” means Indebtedness of the Company or any Restricted Subsidiary of the Company in an aggregate principal amount not greater than two times the net cash proceeds received by the Company after the date of the Indenture from the issue or sale of Equity Interests of the Company or cash contributions made to the capital of the Company (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Company or any of its Subsidiaries) (collectively, “Contribution Indebtedness Equity”) provided that such Contribution Indebtedness: (1) if the aggregate principal amount of such Contribution Indebtedness is greater than one times the net cash proceeds of such Contribution Indebtedness Equity, the amount of such excess shall be (a) subordinated Indebtedness (other than secured Indebtedness) and (b) Indebtedness with a Stated Maturity at least 91 days later than the Stated Maturity of the notes, and (2) (a) is incurred within 180 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness (and the related Contribution Indebtedness Equity is so designated as Contribution Indebtedness Equity) pursuant to an Officers’ Certificate on the date of the incurrence thereof.

          “Credit Agreement” means each of (i) the U.S. Credit Agreement and (ii) the U.K. Credit Agreement.

          “Credit Agreement Note” means that certain Revolving Subordinated Intercompany Demand Note dated as of the date of the Indenture by the Company in favor of Ravenstock MSG Limited in an amount not to exceed $15 million pursuant to the Credit Agreement and any Permitted Refinancing Indebtedness in respect thereof.

          “Credit Facilities” means one or more debt facilities or agreements (including, without limitation, the Credit Agreement) or commercial paper facilities or indentures, in each case with banks or other institutional lenders or investors providing for revolving credit loans, term loans, debt securities, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, extended, replaced, restructured or refinanced in whole or in part from time to time under the same or any other agent, lender or group of lenders.

          “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

         “Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration; provided such cash proceeds are applied as required under “—Repurchase at the Option of Holders—Asset Sales.”

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          “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Co-Issuers to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Co-Issuers may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments.”

          “Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia, other than (a) MSG Investments, Inc. and (b) any Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary.

          “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

          “Equity Offering” means any public offering or private sale for cash on a primary basis by the Company or any Parent Entity of the Company or private sale of Capital Stock (other than Disqualified Stock) after the date of the Indenture (other than any issuance (1) pursuant to employee benefit plans or otherwise in compensation to officers, directors or employees, (2) made in connection with Change of Control transactions or (3) constituting Contribution Indebtedness Equity).

          “Exchange Notes” means the notes issued in the Exchange Offer pursuant to the Indenture.

          “Exchange Offer” has the meaning set forth for such term in the registration rights agreement.

          “Exchange Offer Registration Statement” has the meaning set forth for such term in the registration rights agreement.

          “Existing Indebtedness” means Indebtedness of the Co-Issuers and their Restricted Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of the Indenture, until such amounts are repaid (unless replaced by Permitted Refinancing Indebtedness at the time of repayment).

          “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock (or any preferred stock permanently ceases to accrue dividends or is converted into, or exchanged for, Capital Stock (other than Disqualified Stock)) subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, conversion, exchange, cessation of dividends, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period.

               In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

     (1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated on a pro forma basis; provided that such pro forma calculations shall be determined in good faith by the Chief Financial Officer of the Company and shall be set forth in an Officers’ Certificate signed by the Company’s Chief Financial Officer which states (a) the amount of such adjustment or adjustments, (b) that such adjustment or adjustments are based on the reasonable good faith belief of the Company at the time of such execution, and (c) that the steps necessary for the realization of such adjustments have been or are reasonably expected to be taken within 12 months following such transaction;

     (2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with

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GAAP, and operations or businesses (and ownership interests therein) disposed of on or prior to the Calculation Date, will be excluded;

     (3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of on or prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; and

     (4) any interest expense of such Person attributable to interest on any Indebtedness or dividends on any Disqualified Stock bearing a floating interest (or dividend) rate will be computed on a pro forma basis as if the average rate of interest (or dividend) in effect from the beginning of the period referenced to the Calculation Date had been the applicable rate of interest (or dividend) for the entire period, unless such Person or any of its Restricted Subsidiaries is a party to a Hedging Obligation (which will remain in effect for the twelve-month period immediately following the Calculation Date) that has the effect of fixing the rate of interest on the date of determination, in which case such rate (whether higher or lower) will be used.

          Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

     (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates but excluding amortization of debt issuance costs; plus

     (2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

     (3) any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

     (4) Receivables Fees; plus

     (5) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock or any series of Disqualified Stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of such Person (other than Disqualified Stock) or to such Person or a Restricted Subsidiary of such Person, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis and in accordance with GAAP.

          “Foreign Subsidiary” means a Restricted Subsidiary that is not a Domestic Subsidiary.

          “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect as of the date of the Indenture.

          “guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

          “Guarantee” means each Subsidiary Guarantee.

           “Guarantors” means each Subsidiary Guarantor.

          “Hedging Obligations” means, with respect to any specified Person, the obligations of such Person incurred not for speculative purposes under:

     (1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

     (2) foreign exchange contracts and currency protection agreements entered into with one of more financial

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institutions designed to protect the person or entity entering into the agreement against fluctuations in interest rates or currency exchanges rates with respect to Indebtedness incurred;

     (3) any commodity futures contract, commodity option or other similar agreement or arrangement designed to protect against fluctuations in the price of commodities used by that entity at the time; and

     (4) other agreements or arrangements designed to protect such person against fluctuations in interest rates or currency exchange rates.

          “Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose total assets (other than Capital Stock of a Foreign Subsidiary), as of the last day of the most recently ended four full fiscal quarter period for which internal financial statements are available immediately preceding such date, are less than $250,000 and whose total revenues (other than revenues attributable to a Foreign Subsidiary owned by such Restricted Subsidiary) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such date do not exceed $50,000; provided that a Restricted Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of the Co-Issuers or any Guarantor.

          “Indebtedness” means (without duplication), with respect to any specified Person, any indebtedness of such Person (it being understood that Indebtedness shall not include, among other things, deferred taxes, customer deposits, accrued expenses and trade payables), whether or not contingent:

     (1) in respect of borrowed money;

     (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

     (3) in respect of letters of credit, banker’s acceptances or other similar instruments;

     (4) representing Capital Lease Obligations and Attributable Debt;

     (5) representing the balance of the deferred and unpaid portion of the purchase price of any property except (a) any portion thereof that constitutes an accrued expense or trade payable, (b) obligations to consignors to pay under normal trade terms for consigned goods and (c) earn-out obligations;

     (6) all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Restricted Subsidiary that is not a Subsidiary Guarantor, any preferred stock (but excluding, in each case, any accrued dividends);

     (7) representing any Hedging Obligations; or

      (8) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to a Qualified Receivables Transaction,

          if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes, without duplication, all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person.

          The amount of any Indebtedness outstanding as of any date will be:

     (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

     (2) in the case of any Disqualified Stock of the specified Person or any Subsidiary Guarantor or preferred stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, the repurchase price calculated in accordance with the terms of such Disqualified Stock or preferred stock as if such Disqualified Stock or preferred stock were repurchased on the date on which Indebtedness is required to be determined pursuant to the Indenture; provided that if such Disqualified Stock or preferred stock is not then permitted to be repurchased, the greater of the liquidation preference and the book value of such Disqualified Stock or preferred stock;

     (3) in the case of Indebtedness of others secured by a Lien on any asset of the specified Person, the lesser of (A) the fair market value of such asset on the date on which Indebtedness is required to be determined pursuant to the Indenture and (B) the amount of the Indebtedness so secured;

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             (4) in the case of the guarantee by the specified Person of any Indebtedness of any other Person, the maximum liability to which the specified Person may be subject upon the occurrence of the contingency giving rise to the obligation;

             (5) in the case of any Hedging Obligations, the net amount payable if such Hedging Obligations were terminated at that time due to default by such Person (after giving effect to any contractually permitted set-off);

           (6) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness; and

           (7) the principal amount of any Indebtedness outstanding in connection with a Qualified Receivables Transaction is the Receivables Transaction Amount relating to such Qualified Receivables Transaction.

          “Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees, and deposits, extensions of trade credits and allowances on commercially reasonable terms, in each case, made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition in an amount equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.” The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person on the date of any such acquisition in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments”; provided that investments held by the acquired Person in such third person that do not exceed $1.0 million will not be deemed to be an Investment by the Company or any such Subsidiary for the purposes of this definition.

          “Leverage Ratio” means, with respect to any Person, at any date the ratio of (i) Indebtedness of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) to (ii) Consolidated Cash Flow of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is incurred. In the event that such Person or any of its Restricted Subsidiaries incurs or redeems any Indebtedness subsequent to the commencement of the period for which the Leverage Ratio is being calculated but prior to the event for which the calculation of the Leverage Ratio is made, then the Leverage Ratio shall be calculated giving pro forma effect to such incurrence or redemption of Indebtedness as if the same had occurred at the beginning of the applicable four-quarter period. For purposes of making the computation referred to above, Consolidated Cash Flow of such Person shall be determined in accordance with the second paragraph of the definition of “Fixed Charge Coverage Ratio.”

          “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

          “Management Agreement” means the Management Agreement among the Company, MSG WC Holdings Corp. and WCAS Management Corporation dated the date of the Indenture.

          “Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends; provided, that “Net Income” shall exclude:

          (1) any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with: (a) any Asset Sale or other disposition not in the ordinary course of business (including, without limitation, dispositions pursuant to sale and leaseback transactions); or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries;

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          (2) any extraordinary, unusual or non-recurring gain (or loss), charge, cost or expense, together with any related provision for taxes on such extraordinary, unusual or non-recurring gain (or loss), charge, cost or expense; and

          (3) any (a) non-cash charges relating to the grant, exercise or repurchase of options for, or shares of, the Capital Stock (other than Disqualified Stock) of such Person to any employee or director of such Person, (b) non-cash charges relating to the write-down of goodwill or other intangibles to the extent such items reduced the Net Income of such Person during any period and (c) non-cash gains or losses related to Hedging Obligations.

          “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale, including any Designated Non-cash Consideration), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale including any withholding taxes imposed on the repatriation of such proceeds, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness (including any interest or premium) and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

          “Non-Recourse Debt” means Indebtedness:

          (1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender (in each case, except for a pledge of the Equity Interests of Unrestricted Subsidiaries); and

          (2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity.

          “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

          “Officer” means, with respect to any Person, the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer or the Secretary of such Person.

          “Officers’ Certificate” means a certificate signed by two Officers of each Co-Issuer or by one Officer and any Assistant Treasurer or Assistant Secretary of each Co-Issuer and which complies with the provisions of the Indenture.

          “Parent Entity” means any Person that is a direct or indirect parent of the Company.

          “Parent Subordinated Notes” means the $90 million in aggregate principal amount of Subordinated Notes due 2015 issued by MSG WC Holdings Corp. on the date of the Indenture.

          “Permitted Business” means (1) the lines of business conducted by the Company and its Restricted Subsidiaries on the date of the Indenture and any business incidental or reasonably related thereto or which is a reasonable extension thereof as determined in good faith by the Company’s Board of Directors and (2) any business which forms a part of a business (the “Acquired Business”) which is acquired by the Company or any of its Restricted Subsidiaries if the primary intent of the Company or such Restricted Subsidiary was to acquire that portion of the Acquired Business which meets the requirements of clause (1) of this definition and the portion of the Acquired Business which meets the requirements of clause (1) of this definition constitutes a majority of the Acquired Business.

          “Permitted Investments” means:

          (1) any Investment in the Company or in a Restricted Subsidiary (other than a Receivables Entity) of the Company;

          (2) any Investment in Cash and Cash Equivalents;

          (3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

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          (a) such Person becomes a Restricted Subsidiary (other than a Receivables Entity) of the Company; or

          (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary (other than a Receivables Entity) of the Company;

            (4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales” or any non-cash consideration received in connection with a disposition of assets excluded from the definition of “Asset Sales;”

            (5) workers’ compensation, utility, lease and similar deposits and prepaid expenses in the ordinary course of business and endorsements of negotiable instruments and documents in the ordinary course of business;        (6) any investments in any Person solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;        (7) any Investments arising from agreements of the Company or a Restricted Subsidiary of the Company providing for adjustment of purchase price, deferred payment, earn out or similar obligations, in each case acquired in connection with the disposition or acquisition of any business or assets of the Company or a Restricted Subsidiary (other than in connection with a Qualified Receivables Transaction);        (8) any Investments received in compromise of obligations of any Person to the Company or any Restricted Subsidiary of the Company incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy, insolvency, reorganization, or liquidation of such Person or the good faith settlement of debts of such Person to the Company or a Restricted Subsidiary of the Company, as the case may be;          (9) Hedging Obligations permitted to be incurred under the “—Certain Covenants—Incurrence of Indebtedness” covenant;        (10) loans and advances made in settlement of accounts receivable, all in the ordinary course of business;        (11) guarantees of Indebtedness to the extent permitted by clause (9) of the second paragraph of the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness;”        (12) Investments by the Company or a Restricted Subsidiary in a Receivables Entity or any Investment by a Receivables Entity in any other Person, in each case, in connection with a Qualified Receivables Transaction, provided, however, that any Investment in any such Person is in the form of a Purchase Money Note, or any equity interest or interests in Receivables and related assets generated by the Company or a Restricted Subsidiary and transferred to any Person in connection with a Qualified Receivables Transaction or any such Person owning such Receivables;        (13) receivables owing to the Company or a Restricted Subsidiary of the Company if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as the Company or such Restricted Subsidiary, as the case may be, deems reasonable under the circumstances;        (14) any Investments in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes;        (15) any Investments existing on the date of the Indenture;        (16) loans and advances to employees (other than executive officers) of the Company and its Restricted Subsidiaries in the ordinary course of business for bona fide business purposes;        (17) Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons;        (18) Investments consisting of earnest money deposits required in connection a purchase agreement or other acquisition; and

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            (19) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (19) that are at the time outstanding, not to exceed the greater of (a) $7.5 million and (b) 1.0% of Total Assets of the Company, provided that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (1) above and shall not be included as having been made pursuant to this clause (19).

          “Permitted Liens” means:

            (1) Liens of the Company and any Restricted Subsidiary of the Company securing Indebtedness and other Obligations under the Credit Facilities, including the Credit Agreement, that were incurred and remain outstanding under clause (1) of the second paragraph of the covenant entitled “—Certain Covenants—Incurrence of Indebtedness”, or any exercise of remedies in connection therewith;         (2) Liens in favor of the Company or the Guarantors;        (3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Restricted Subsidiary;        (4) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such acquisition;        (5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;        (6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “—Certain Covenants—Incurrence of Indebtedness” covering only the assets acquired with such Indebtedness;        (7) Liens existing on the date of the Indenture or that remain in place in connection with the incurrence of Permitted Refinancing Indebtedness;        (8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;        (9) Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse Debt of Unrestricted Subsidiaries;        (10) Liens in favor of customs and revenue authorities in connection with custom duties;        (11) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance, social security and other statutory obligations, including any Lien securing letters of credit issued in the ordinary course of business in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, governmental contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);        (12) Liens imposed by law, such as carriers’, landlords’, material men’s, repairmen’s warehouse-men’s and mechanics’ Liens, in each case, for sums not yet due or being contested in good faith through diligent proceedings;        (13) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations with respect to letters of credit or bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;        (14) Liens arising from Uniform Commercial Code financing statement filings regarding leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;        (15) Liens securing Hedging Obligations;        (16) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building or other restrictions or any similar laws, ordinances, orders, rules or regulations as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties that do not, in the aggregate, materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;        (17) Liens encumbering property or assets under construction arising from progress or partial payments by a customer of the Company or one of its Subsidiaries relating to such property or assets;

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            (18) Liens on assets that are the subject of a sale and leaseback transaction permitted by the provisions of the Indenture;

            (19) Liens arising from licenses, leases and subleases entered into the ordinary course of business, provided such Liens are limited to the specific property that is the subject of such license, lease, or sublease;

            (20) judgment Liens not giving rise to an Event of Default; and

            (21) Liens securing insurance premium financing; provided that such Liens do not extend to any property or assets other than the insurance policies and proceeds thereof;

                (22) Liens on assets transferred to a Receivables Entity or on assets of a Receivables Entity, in either case incurred in connection with a Qualified Receivables Transaction; and

                (23) other Liens incurred in the ordinary course of business of the Company or any Subsidiary of the Company with respect to obligations that do not exceed $10 million at any one time outstanding.

          “Permitted Payments to Parent Entity” means without duplication as to amounts:

           (1) payments to the Parent Entity in an amount sufficient to permit the Parent Entity to pay reasonable accounting, legal, board and administrative expenses and other reasonable holding company expenses of the Parent Entity, and

           (2) payments to the Parent Entity in respect of the United States, federal, state, local or non-United States tax liabilities of the Company and its Subsidiaries to the extent that the Parent Entity has an obligation to pay such tax liabilities (“Tax Payments”). Tax Payments shall not exceed the tax liabilities (including any penalties or interest for taxes and costs to contest any tax liability) that would otherwise be payable by the Company and its Subsidiaries to the appropriate taxing authorities if the Company was not a Subsidiary of the Parent Entity (a “Tax Liability”). The amount of any Tax Payment that may be made with respect to a Tax Liability shall be reduced by any amount paid directly by the Company or any of its Subsidiaries to a taxing authority in satisfaction of such Tax Liability;

           (3) payments to reimburse the Parent Entity for costs, fees and expenses incident to any debt or equity financing, to the extent that (a) the net proceeds of a primary offering (if it is completed) are, or the net proceeds from original issuance of such securities in the case of a secondary offering, were, contributed to, or otherwise used for the benefit of, the Company or any of its Restricted Subsidiaries, and (b) the costs, fees and expenses are allocated among the Parent Entity and any selling shareholders in such proportion as is required by an applicable shareholders agreement or, to the extent no applicable shareholders agreement exists, as is appropriate to reflect the relative proceeds received by the Parent Entity and such selling shareholders;

           (4) obligations under the Management Agreement; and

           (5) payments to fund interest payments not in excess of 10% per annum on the outstanding Parent Subordinated Notes; provided, however, that a payment under this clause (5) will only be permitted (a) on and with respect to periods after the second anniversary of the date of the Indenture, (b) at the time of such payment and after giving pro forma effect thereto, no Default or Event of Default shall have occurred and be continuing or would occur as a result of such payment, (c) the Company would, at the time of such payment and after giving pro forma effect thereto as if such payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness;” and (d) the Leverage Ratio of the Company as of the most recent fiscal quarter end, after giving effect to such payments on a pro forma basis, shall not exceed 4.75:1.

          “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to repay, redeem, extend, refinance, renew, replace, defease, discharge, refund or otherwise retire for value other Indebtedness of the Company or any of its Subsidiaries (other than intercompany Indebtedness between and among the Company and its Restricted Subsidiaries); provided that:

            (1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness repaid, redeemed, extended, refinanced, renewed, replaced, defeased, discharged, refunded, or retired (plus all accrued interest on the Indebtedness and the amount of all fees and expenses and premiums and penalties incurred in connection therewith);

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          (2) such Permitted Refinancing Indebtedness has a final maturity date of or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being repaid, redeemed, extended, refinanced, renewed, replaced, defeased, discharged, or refunded or retired;

          (3) if the Indebtedness being repaid, redeemed, extended, refinanced, renewed, replaced, defeased, discharged, refunded or retired is subordinated in right of payment to the notes or any Guarantee, such Permitted Refinancing Indebtedness is subordinated in right of payment to the notes or the Guarantees, as the case may be, on terms at least as favorable to the Holders of notes as those contained in the documentation governing the Indebtedness being repaid, redeemed, extended, refinanced, renewed, replaced, defeased, refunded, discharged or retired; and

          (4) such Indebtedness is incurred either by a Co-Issuer or a Guarantor or if a Restricted Subsidiary that is not a Guarantor is the obligor on the Indebtedness being repaid, redeemed, extended, refinanced, renewed, replaced, defeased, refunded or discharged, then by any Restricted Subsidiary.

          “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

          “Principal or Related Party” means Welsh Carson and its Affiliates.

          “Purchase Money Note” means a promissory note of a Receivables Entity evidencing the deferred purchase price of Receivables (and related assets) and a line of credit, which may be irrevocable, from the Company or any Restricted Subsidiary of the Company in connection with a Qualified Receivables Transaction with a Receivables Entity, which deferred purchase price or line is repayable from cash available to the Receivables Entity, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts owing to such investors and amounts paid in connection with the purchase of newly generated Receivables.

          “Qualified Proceeds” means any of the following or any combination of the following: (1) cash, (2) Cash Equivalents, (3) assets that are used or useful in a Permitted Business (excluding Permitted Investments made in Persons other than Restricted Subsidiaries pursuant to clause (6) of the definition of “Permitted Investments”) by the Company or any Restricted Subsidiary of the Company and (4) the Capital Stock of any Person engaged in a Permitted Business that becomes a Restricted Subsidiary of the Company as a result of the acquisition of such Capital Stock by the Company or any Restricted Subsidiary of the Company.

          “Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to (1) a Receivables Entity (in the case of a transfer by the Company or any of its Restricted Subsidiaries) and (2) any other Person (in the case of a transfer by a Receivables Entity), or may grant a security interest in, any Receivables (whether now existing or arising in the future) of the Company or any of its Restricted Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such Receivables, all contracts and all guarantees or other obligations in respect of such accounts receivable, the proceeds of such Receivables and other assets which are customarily transferred, or in respect of which security interests are customarily granted, in connection with asset securitization involving Receivables.

          “Receivable” means a right to receive payment arising from a sale or lease of goods or the performance of services by a Person pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay for goods or services under terms that permit the purchase of such goods and services on credit and shall include, in any event, any items of property that would be classified as an “account,” “chattel paper,” “payment intangible” or “instrument” under the Uniform Commercial Code as in effect in the State of New York and any “supporting obligations” as so defined.

          “Receivables Entity” means a wholly-owned Subsidiary (or another Person in which the Company or any Restricted Subsidiary makes an Investment and to which the Company or any Restricted Subsidiary transfers Receivables and related assets) which engages in no activities other than in connection with the financing of Receivables and which is designated by the Board of Directors of the Company (as provided below) as a Receivables Entity:

            (1) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which:

          (a) is guaranteed by the Company or any Restricted Subsidiary (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);

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          (b) is recourse to or obligates the Company or any Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings; or

          (c) subjects any property or asset of the Company or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

            (2) with which neither the Company nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding (except in connection with a Purchase Money Note or Qualified Receivables Transaction) other than on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing Receivables; and

            (3) to which neither the Company nor any Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

          Any such designation by the Board of Directors of the Company shall be evidenced to the trustee by filing with the trustee a certified copy of the Board Resolution of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

          “Receivables Fees” means any fees or interest paid to purchasers or lenders providing the financing in connection with a Qualified Receivables Transaction, factoring agreement or other similar agreement, including any such amounts paid by discounting the face amount of Receivables or participations therein transferred in connection with a Qualified Receivables Transaction, factoring agreement or other similar arrangement, regardless of whether any such transaction is structured as on-balance sheet or off-balance sheet or through a Restricted Subsidiary or an Unrestricted Subsidiary.

          “Receivables Transaction Amount” means the amount of obligations outstanding under the legal documents entered into as part of such Qualified Receivables Transaction on any date of determination that would be characterized as principal if such Qualified Receivables Transaction were structured as a secured lending transaction rather than as a purchase.

          “Reference Treasury Dealer” means Lehman Brothers Inc. and three other primary U.S. government securities dealers in The City of New York to be selected by the Company, and their respective successors.

          “Restricted Investment” means an Investment other than a Permitted Investment.

          “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

          “Shelf Registration Statement” has the meaning set forth for such term in the registration rights agreement.

          “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

          “Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Restricted Subsidiary which are reasonably customary in securitization of Receivables transactions.

          “Stated Maturity” means, with respect to any installment of interest or payment of principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

          “Subsidiary” means, with respect to any specified Person:

          (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

           (2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

124

          “Subsidiary Guarantee” means the guarantee by each Subsidiary Guarantor of all Obligations of the Co-Issuers under the Indenture and the notes.

          “Subsidiary Guarantor” means each of the Co-Issuers’ current and future Domestic Subsidiaries (other than MSG Investments, Inc. and Immaterial Subsidiaries).

          “Total Assets” means, with respect to any Person, the total assets of such Person and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of such Person as determined in accordance with GAAP.

          “Transactions” shall have the meaning specified in this registration statement.

          “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

          “U.K. Credit Agreement” means that certain Credit Agreement, dated as of the date of the Indenture, by and among Ravenstock MSG Limited, The CIT Group/Business Credit, Inc., as administrative agent, Lehman Brothers Inc., as sole bookrunner and syndication agent, the lenders party from time to time thereto and the agents named therein, providing for up to £85.0 million of revolving credit borrowings (as a sublimit to the Credit Agreement), including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, extended, replaced, restructured or refinanced in whole or in part from time to time under the same or any other agent, lender or group of lenders.

          “U.S. Credit Agreement” means that certain Credit Agreement, dated as of the date of the Indenture, by and among the Issuers, The CIT Group/Business Credit, Inc., as administrative agent, Lehman Brothers Inc., as sole bookrunner and syndication agent, the lenders party from time to time thereto, and the agents named therein providing for up to $300 million of revolving credit borrowings, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, extended, replaced, restructured or refinanced in whole or in part from time to time under the same or any other agent, lender or group of lenders.

          “Unrestricted Subsidiary” means any Subsidiary of the Company (other than MSG) that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary, at the time of such designation:

          (1) has no Indebtedness other than Non-Recourse Debt;

          (2) except as permitted by the covenant described above under the caption “—Certain Covenants—Transactions with Affiliates,” is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

          (3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

          (4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.

          Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness,” the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the

125

caption “—Certain Covenants—Incurrence of Indebtedness,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

          “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

          (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

          (2) the then outstanding principal amount of such Indebtedness.

“Welsh Carson” means Welsh, Carson, Anderson & Stowe X, L.P. and Affiliates of the foregoing that are directly or indirectly controlling or controlled by Welsh, Carson, Anderson & Stowe X, L.P. or under direct or indirect common control with Welsh, Carson, Anderson & Stowe X, L.P.

126

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

           The following discussion is based upon current provisions of the Internal Revenue Code of 1986, as amended, applicable Treasury regulations, judicial authority and administrative rulings and practice as of the date hereof. The Internal Revenue Service may take a contrary view, and no ruling from the Service has been or will be sought. Legislative, judicial or administrative changes or interpretations may be forthcoming that could alter or modify the following statements and conditions. Any such changes or interpretations may or may not be retroactive and could affect the tax consequences to holders, whose tax consequences could be different from the following statements and conditions. Some holders, including insurance companies, tax-exempt organizations, financial institutions, broker-dealers, foreign corporations and persons who are not citizens or residents of the United States, may be subject to special rules not discussed below. We recommend that each holder consult his own tax advisor as to the particular tax consequences of exchanging such holder’s Old Notes for New Notes, including the applicability and effect of any state, local or non-U.S. tax law.

           The exchange of the Old Notes for New Notes pursuant to the exchange offer should not be treated as an “exchange” for federal income tax purposes because the New Notes should not be considered to differ materially in kind or extent from the Old Notes. Rather, the New Notes received by a holder should be treated as a continuation of the Old Notes in the hands of such holder. As a result, there should be no federal income tax consequences to holders exchanging Old Notes for New Notes pursuant to the exchange offer.

IRS Circular 230 Disclosure

           To ensure compliance with requirements imposed by the IRS, we inform you that any tax advice contained in this prospectus (including any attachments) was not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding tax-related penalties under the Code. The tax advice contained in this prospectus (including any attachments) was written to support the promotion or marketing of the transaction(s) or matter(s) addressed herein. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

127

CERTAIN ERISA CONSIDERATIONS

           The following is a summary of material considerations associated with the purchase of Notes by employee benefit plans that are subject to Title I of ERISA, plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or provisions under any federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of the Code or ERISA, collectively “Similar Laws,” and entities whose underlying assets are considered to include “plan assets” of such plans, accounts and arrangements, each a “Plan.”

General Fiduciary Matters

           ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code, an “ERISA Plan,” and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such an ERISA Plan or the management or disposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or other compensation to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

           In considering an investment in the Notes of a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary’s duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

Prohibited Transaction Issues

           Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engaged in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engaged in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. The acquisition and/or holding of Notes by an ERISA Plan with respect to which any of the issuers, the initial purchasers, or the guarantors is considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions, or “PTCEs,” that may apply to the acquisition and holding of the Notes. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting life insurance company general accounts and PTCE 96-23 respecting transactions determined by in-house asset managers, although there can be no assurance that all of the conditions of any such exemptions will be satisfied.

           Because of the foregoing, the Notes should not be purchased or held by any person investing “plan assets” of any Plan, unless such purchase and holding (and the exchange of Old Notes for New Notes) will not constitute a non-exempt prohibited transaction under ERISA and the Code or similar violation of any applicable Similar Laws.

Representation

           Accordingly, by acceptance of a Note each purchaser and subsequent transferee will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire and hold the Notes constitutes assets of any Plan or (ii) the purchase and holding of the Notes (and the exchange of Old Notes for New Notes) by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar violation under any applicable Similar Laws.

           The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering purchasing the Notes (and holding the Notes) on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicable to the purchase and holding of the Notes.

128

PLAN OF DISTRIBUTION

           Each broker-dealer that receives new securities for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of these new securities. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where those securities were acquired as a result of market-making activities or other trading activities. We and the subsidiary guarantors have agreed that, starting on the expiration date and ending on the close of business 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

           Any broker-dealer who holds Registrable Securities (as defined in the registration rights agreement governing the Notes) that were acquired for the account of such broker-dealer as a result of market-making activities or other trading activities (other than initial Notes acquired directly from the Company or any affiliate of the Company), may exchange such Registrable Securities pursuant to the exchange offer.

           We will not receive any proceeds from any sale of New Notes by broker-dealers. New Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

           For a period of 180 days after the expiration date, we and the subsidiary guarantors will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents. We have agreed to pay all expenses incident to the exchange offer, other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities against certain liabilities.

LEGAL MATTERS

          The validity of the notes offered by this registration statement and certain legal matters in connection with this offering will be passed upon for us by Kirkland & Ellis LLP, New York, New York.

EXPERTS

          Ernst & Young LLP, an independent registered public accounting firm, has audited our consolidated financial statements and schedule at December 31, 2005 and 2006 and for each of the three years in the period ended December 31, 2006, as set forth in their reports. We have included our financial statements and schedule in the prospectus and elsewhere in the registration statement in reliance upon Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.

129

AVAILABLE INFORMATION

           Under the terms of the Indenture, we have agreed that, whether or not we are required to do so by the rules and regulations of the SEC, for so long as any of the Notes remain outstanding, we will nevertheless make available such Exchange Act information to the trustee and the holders of the Notes as if we were subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms. Following the effectiveness of the exchange offer, we will make available to the trustee and holders of the Notes, the annual reports, information, documents and other reports that are required by Sections 13 and 15(d) of the Exchange Act within the time periods specified therein. Information filed with the SEC may be read and copied by the public at the Public Reference Room of the SEC at 100 F Street NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site at http:/ /www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. In addition, for so long as any of the Notes remain outstanding, we have agreed to make available to any holder or prospective purchaser of the Notes the information required to be delivered by 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.

           This prospectus contains summaries of certain agreements that we have entered into in connection with the Transactions, such as the indenture, the registration rights agreement for the Notes, our senior secured revolving credit agreement and the agreements described under “Certain relationships and related party transactions.” The descriptions contained in this prospectus of these agreements do not purport to be complete and are subject to, or qualified in their entirety by reference to, the definitive agreements. Copies of the definitive agreements will be made available without charge to you by making a written or oral request to us. Any such request should be directed to Mobile Services Group, Inc., 700 North Brand Boulevard, Suite 1000, Glendale, California 91203, Attention: Investor Relations. Our telephone number is (818) 253-3200.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

MOBILE SERVICES GROUP, INC.

	Page
ANNUAL CONSOLIDATED FINANCIAL STATEMENTS:
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2005 and 2006	F-3
Consolidated Statements of Operations for the years ended December 31, 2004 and 2005, the
period from January 1, 2006 to August 1, 2006, and the period from August 2, 2006 to
December 31, 2006	F-4
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2004 and 2005, the
period from January 1, 2006 to August 1, 2006, and the period from August 2, 2006 to
December 31, 2006	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2004 and 2005, the
period from January 1, 2006 to August 1, 2006, and the period from August 2, 2006 to
December 31, 2006	F-6
Notes to Consolidated Financial Statements	F-8
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheets as of December 31, 2006 and June 30, 2007 (unaudited)	F-38
Condensed Consolidated Statements of Operations for the three and six months ended
June 30, 2006 and 2007 (unaudited)	F-39
Condensed Consolidated Statements of Cash Flows for the six months ended
June 30, 2006 and 2007 (unaudited)	F-40
Notes to Condensed Consolidated Financial Statements	F-42

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Mobile Services Group, Inc.

          We have audited the accompanying consolidated balance sheets of Mobile Services Group, Inc. and subsidiaries as of December 31, 2006 (Successor Company) and 2005 (Predecessor Company), and the related consolidated statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2004 (Predecessor Company) and 2005 (Predecessor Company), the period from January 1, 2006 to August 1, 2006 (Predecessor Company), and the period from August 2, 2006 to December 31, 2006 (Successor Company). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

          We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

          As discussed in Note 1 to the consolidated financial statements, Mobile Services Group, Inc. consummated a transaction with MSG WC Holdings Corp. on August 1, 2006. As a result, the periods presented in the accompanying consolidated financial statements reflect a new basis of accounting beginning August 2, 2006.

          Additionally, as discussed in Note 1 to the consolidated financial statements, Mobile Services Group, Inc. changed its method of accounting for Share-Based Payments in accordance with Statement of Financial Accounting Standards No. 123 (revised 2004) on January 1, 2006.

          In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Mobile Services Group, Inc. and subsidiaries as of December 31, 2006 (Successor Company) and 2005 (Predecessor Company), and the consolidated results of their operations and their cash flows for the years ended December 31, 2004 (Predecessor Company) and 2005 (Predecessor Company), the period from January 1, 2006 to August 1, 2006 (Predecessor Company), and the period from August 2, 2006 to December 31, 2006 (Successor Company) in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Woodland Hills, California
March 21, 2007

F-2

MOBILE SERVICES GROUP, INC.
CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

	Predecessor			Successor
	December 31,			December 31,
	2005			2006
Assets:
Cash and cash equivalents	$	—		$	1,469
Accounts receivable, net of allowance for doubtful accounts of $570 and $701 at December 31,
2005 and 2006, respectively		28,342			29,845
Inventories		10,062			5,550
Lease equipment, net of accumulated depreciation of $50,199 and $5,384 at December 31,
2005 and 2006, respectively		257,498			301,630
Property and equipment, net of accumulated depreciation of $15,094 and $1,617
at December 31, 2005 and 2006, respectively		17,577			19,973
Due from affiliates		527			—
Goodwill		77,216			296,854
Other intangible assets, net		10,035			77,955
Deferred financing costs, net		8,538			15,246
Prepaid expenses and other assets		5,366			5,342
Assets held for sale and discontinued operations		—			7,567
Total assets	$	415,161		$	761,431
Liabilities:
Accounts payable	$	11,737		$	11,169
Accrued liabilities		10,509			21,830
Customer deposits		5,294			5,998
Senior revolving credit facility		175,367			172,267
Capital leases and other notes payable		4,038			3,268
Subordinated Notes, net of unamortized original issue discount
of $9,158 at December 31, 2005		70,842			—
9 ¾% Senior Notes Due 2014		—			200,000
Deferred income taxes		50,955			72,403
Total liabilities		328,742			486,935
Mandatorily redeemable, Series E convertible 8.5% cumulative preferred stock – Predecessor;
$20 per share par value, 300,000 shares authorized, 238,000 shares issued and outstanding at
December 31, 2005; weighted-average redemption and liquidation preference of $23.37 per
share over common stockholders		5,555			—
Commitments and contingencies
Stockholders’ equity:
Series B 10% nonconvertible, and 10% H, 10% I and 10% J, convertible, redeemable,
cumulative, preferred stock – Predecessor; $10 per share par value, 2,750,000 shares
authorized, 1,909,000 shares issued and outstanding at December 31, 2005; redemption and
liquidation preference of $12.00 per share over common stockholders		19,089			—
Series C 8.5% nonconvertible redeemable, cumulative preferred stock – Predecessor; $20.00 per
share par value; 500,000 shares authorized, 10,000 shares issued and outstanding at
December 31, 2005; redemption and liquidation preference of $22.53 per share over common
stockholders		200			—
Series G nonconvertible and K convertible, redeemable, preferred stock – Predecessor; no par
and $0.10 par value, respectively; 2,679,000 shares authorized, 2,360,000 shares issued and
outstanding at December 31, 2005; redemption and liquidation preference of $0.40 per share
over common stockholders		236			—
Common stock, $0.001 par value, 1,200,000 shares authorized, 220,000 – Predecessor and
246,000 – Successor shares issued and outstanding at December 31, 2005 and 2006,
respectively		63,889			265,538
Notes receivable from stockholders		—			(610	)
Accumulated other comprehensive income		10,711			4,191
Retained earnings (Accumulated deficit)		(13,261	)		5,377
Total stockholders’ equity		80,864			274,496
Total liabilities and stockholders’ equity	$	415,161		$	761,431

See accompanying notes to consolidated financial statements.

F-3

MOBILE SERVICES GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands)

	Predecessor									Successor
							Period from			Period from
	Year Ended			Year Ended			January 1, 2006			August 2, 2006 to
	December 31,			December 31,			to August 1,			December 31,
	2004			2005			2006			2006
Revenues:
Lease and lease related	$	127,040		$	143,417		$	91,088		$	75,596
Sales		29,336			35,584			22,410			14,812
Total revenues		156,376			179,001			113,498			90,408
Costs and expenses:
Cost of sales		21,636			27,114			16,223			10,289
Trucking and yard costs		40,811			44,764			27,965			23,053
Depreciation and amortization		14,502			19,471			12,191			8,223
Selling, general and administrative expenses		42,129			46,909			32,103			25,797
Management fees		422			400			329			29
Charge for lease fleet impairment		9,155			—			—			—
Acquisition Transaction Expenses		—			—			40,306			—
Income (loss) from operations		27,721			40,343			(15,619	)		23,017
Other income (expense):
Interest expense, net		(23,096	)		(26,249	)		(15,557	)		(14,832	)
Foreign currency translation gain (loss)		1,013			(1,386	)		212			74
Loss on early extinguishment of debt		—			(780	)		—			—
Other income (expense)		270			(241	)		(84	)		(58	)
Income (loss) from continuing operations
before provision (benefit) for income taxes		5,908			11,687			(31,048	)		8,201
Provision (benefit) for income taxes		2,539			4,652			(9,240	)		3,012
Income (loss) from continuing operations		3,369			7,035			(21,808	)		5,189
Income from operations of discontinued
operations (net of tax provision of $300,
$122, $225 and $125 for the years 2004
and 2005 and the periods from January 1
to August 1, 2006 and August 2 to
December 31, 2006, respectively)		451			184			337			188
Net income (loss)	$	3,820		$	7,219		$	(21,471	)	$	5,377

See accompanying notes to consolidated financial statements.

F-4

MOBILE SERVICES GROUP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Dollars in thousands, except per share data)

	Preferred Stock					Common Stock
											Notes			Accumulated			Retained
											Receivable			Other			Earnings
	Number of					Number of					From			Comprehensive			(Accumulated
	Shares		Amount			Shares		Amount			Stockholders			Income (Loss)			Deficit)			Total
Predecessor:
Balances, January 1, 2004	4,725,000		$	23,882		221,000		$	64,295			—		$	12,863		$	(18,814	)	$	82,226
Redemption of common stock	—			—		(1,000	)		(354	)		—			—			—			(354	)
Redemption of Series B, H, I and J preferred
stock, including cumulative dividends	(246,000	)		(2,461	)	—			—			—			—			(493	)		(2,954	)
Preferred stock dividends, $0.79 per share in cash	—			—		—			—			—			—			(2,019	)		(2,019	)
Accretion on Series E mandatorily redeemable
convertible preferred stock	—			—		—			—			—			—			(101	)		(101	)
Issuance of Series C and F preferred stock, net
of offering costs	10,000			200		—			—			—			—			—			200
Comprehensive income:
Net income	—			—		—			—			—			—			3,820			3,820
Adjustment for foreign currency translation	—			—		—			—			—			6,020			—			6,020
Comprehensive income																					9,840
Balances, December 31, 2004	4,489,000			21,621		220,000			63,941			—			18,883			(17,607	)		86,838
Redemption of common stock	—			—		—			(52	)		—			—			—			(52	)
Redemption of Series B, H, I and J preferred
stock, including cumulative dividends	(210,000	)		(2,096	)	—			—			—			—			(405	)		(2,501	)
Preferred stock dividends, $1.07 per share in cash	—			—		—			—			—			—			(2,468	)		(2,468	)
Comprehensive income (loss):
Net income	—			—		—			—			—			—			7,219			7,219
Adjustment for foreign currency translation	—			—		—			—			—			(8,172	)		—			(8,172	)
Comprehensive loss																					(953	)
Balances, December 31, 2005	4,279,000			19,525		220,000			63,889			—			10,711			(13,261	)		80,864
Stock-based compensation	—			—		—			3,041			—			—			—			3,041
Redemption of common stock	—			—		—			(8	)		—			—			—			(8	)
Redemption of Series G and K preferred stock,
including cumulative dividends	(2,360,000	)		(236	)	—			—			—			—			(702	)		(938	)
Preferred stock dividends, $0.54 per share in cash	—			—		—			—			—			—			(1,159	)		(1,159	)
Comprehensive income (loss):
Net loss	—			—		—			—			—			—			(21,471	)		(21,471	)
Adjustment for foreign currency translation .	—			—		—			—			—			5,495			—			5,495
Comprehensive loss																					(15,976	)
Balances, August 1, 2006	1,919,000			19,289		220,000			66,922			—			16,206			(36,593	)		65,824
Elimination of historical stockholders’ equity
upon consummation of the Acquisition	(1,919,000	)		(19,289	)	(220,000	)		(66,922	)		—			(16,206	)		36,593			(65,824	)
Successor:
Balances, August 2, 2006	—			—		—			—			—			—			—			—
Equity contributions	—			—		246,000			263,876			—			—			—			263,876
Notes receivable from stockholders	—			—		—			—			(610	)		—			—			(610	)
Stock-based compensation	—			—		—			1,662			—									1,662
Comprehensive income:
Net income	—			—		—			—			—			—			5,377			5,377
Adjustment for foreign currency translation	—			—		—			—			—			4,191			—			4,191
Comprehensive income																					9,568
Balances, December 31, 2006	—		$	—		246,000		$	265,538		$	(610	)	$	4,191		$	5,377		$	274,496

See accompanying notes to consolidated financial statements.

F-5

MOBILE SERVICES GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

	Predecessor									Successor
							Period from			Period from
	Year Ended			Year Ended			January 1, 2006			August 2, 2006 to
	December 31,			December 31,			to August 1,			December 31,
	2004			2005			2006			2006
Operating activities
Net income (loss)	$	3,820		$	7,219		$	(21,471	)	$	5,377
Income from discontinued operations		(451	)		(184	)		(337	)		(188	)
Income (loss) from continuing operations		3,369			7,035			(21,808	)		5,189
Adjustments to reconcile income (loss) from continuing operations to
net cash provided by (used in) operating activities:
Foreign currency translation loss (gain)		(1,013	)		1,386			(212	)		(74	)
Loss on early extinguishment of debt		—			780			—			—
Provision for doubtful accounts		487			768			744			147
Write-off of receivables due from affiliates		—			—			527			—
Amortization of deferred financing costs and original issue discount		2,860			3,180			2,107			1,093
Depreciation		12,372			17,822			11,246			7,001
Amortization		2,130			1,649			945			1,222
Impairment charge		9,155			—			—			—
Acceleration of original issue discount and prepayment penalty on
Subordinated Notes		—			—			11,450			—
Write-off of deferred financing costs		—			—			8,144			—
Deferred income taxes		1,939			3,616			(10,386	)		2,365
Stock-based compensation		—			—			3,041			1,662
Changes in operating assets and liabilities:
Accounts receivable		(4,861	)		(1,513	)		(1,452	)		(1,575	)
Inventories		(1,826	)		(3,944	)		(5,652	)		797
Prepaid expenses and other assets		(2,223	)		(1,071	)		(580	)		(43	)
Accounts payable and accrued liabilities		2,977			5,458			5,969			6,770
Accrued Acquisition Transaction Expenses		—			—			17,162			—
Net cash provided by operating activities –
continuing operations		25,366			35,166			21,245			24,554
Net cash provided by (used in) operating activities –
discontinued operations		(399	)		29			55			48
Net cash provided by operating activities		24,967			35,195			21,300			24,602
Investing activities
Acquisition of Predecessor		—			—			—			(317,138	)
Acquisition payment of Predecessor transaction expenses		—			—			—			(17,162	)
Other acquisitions, net		(10,737	)		(4,890	)		(8,757	)		(12,155	)
Purchases of lease equipment		(22,660	)		(32,466	)		(17,109	)		(17,483	)
Purchases of property and equipment		(4,802	)		(6,266	)		(2,416	)		(2,198	)
Proceeds from assets held for sale		—			1,024			—			—
Net cash used in investing activities		(38,199	)		(42,598	)		(28,282	)		(366,136	)
Financing activities
Borrowings (payments) under BofA Credit Facility		18,842			18,590			11,060			(192,278	)
Borrowings under New Credit Facility		—			—			—			168,592
Redemption of Subordinated Notes		—			—			—			(83,200	)
Issuance of 9 ¾% Senior Notes due 2014		—			—			—			200,000
Deferred financing costs		—			(2,600	)		(1,160	)		(15,313	)
Payments on capital leases and notes payable		(1,575	)		(1,620	)		(562	)		(208	)
Equity contributions		—			—			—			263,266
Redemption of Predecessor common stock		(354	)		(52	)		(8	)		—
Predecessor preferred stock dividends paid		(2,019	)		(2,468	)		(1,159	)		—
Predecessor redemptions of preferred stock		(2,691	)		(2,501	)		(938	)		—
Net cash provided by financing activities		12,203			9,349			7,233			340,859
Effect of foreign exchange rate changes on cash		76			(1,946	)		(251	)		2,144
Net increase (decrease) in cash		(953	)		—			—			1,469
Cash and cash equivalents at beginning of period		953			—			—			—
Cash and cash equivalents at end of period	$	—		$	—		$	—		$	1,469

See accompanying notes to consolidated financial statements.

F-6

MOBILE SERVICES GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Dollars in thousands)

	Predecessor									Successor
							Period from			Period from
	Year Ended			Year Ended			January 1, 2006			August 2, 2006
	December 31,			December 31,			to August 1,			to December 31,
	2004			2005			2006			2006
Supplemental disclosure of cash flow information:
Cash paid during the period:
Interest	$	20,260		$	22,858		$	13,550		$	4,848
Income taxes	$	1,621		$	1,618		$	1,715		$	553
Supplemental disclosure of noncash investing and
financing activities:
Details of acquisitions:
Fair value of assets acquired	$	11,403		$	5,032		$	8,965		$	12,155
Liabilities assumed		(666	)		(142	)		(208	)		—
Net cash paid in connection with acquisitions	$	10,737		$	4,890		$	8,757		$	12,155
Issuance of common stock in exchange for notes receivable	$	—		$	—		$	—		$	610
Accrued payment to Predecessor stockholders	$	—		$	—		$	—		$	1,089

          Changes in assets and liabilities used in the Company’s consolidated statement of cash flows for the period ended December 31, 2006 have been determined using the Successor’s opening balance sheet at August 2, 2006 which includes the push down of purchase accounting. Refer to Note 1 to the consolidated financial statements for a summary of the values attributed to the Company’s assets and liabilities in the Acquisition transaction.

          As a result of the purchase price allocation, the consolidated statement of cash flows for the period ended December 31, 2006 excludes a non-cash decrease to inventories and lease equipment of $337 and $2,069, respectively, and a non-cash increase to other intangible assets and net deferred tax liabilities of $65,287 and $26,252, respectively.

See accompanying notes to consolidated financial statements.

F-7

MOBILE SERVICES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

1. Business and Basis of Presentation
Organization and Business

          Mobile Services Group, Inc. (the “Company”) is an international provider of portable storage solutions with 81 locations throughout the United States and the United Kingdom. The Company leases and sells portable storage containers, trailers and mobile offices. The Company has a diversified customer base, including large national and small local companies in the construction, services, retail, manufacturing, transportation, utilities and government sectors. These customers use portable storage solutions for a variety of purposes, including storing and transporting inventory, equipment and documents and providing temporary office space.

          The consolidated financial statements include the accounts of the Company and its subsidiaries, including its operating company in the United Kingdom, Ravenstock MSG Limited. All significant intercompany accounts and transactions have been eliminated in consolidation.

Recent Developments

          Acquisition. On August 1, 2006, Holdings, a newly formed entity controlled by Welsh Carson and its affiliates, acquired control of the capital stock of the Company in exchange for consideration of approximately $606,000, subject to certain adjustments and excluding fees and expenses. The Acquisition was financed with $362,000 of debt financing and $263,876 of cash contributions from Welsh Carson and its affiliates and certain members of the Company’s management in exchange for common equity. A portion of the consideration was used to repay in full the BofA Credit Facility, to repay in full all of the Company’s Subordinated Notes and to redeem all of its issued and outstanding preferred stock.

          The $362,000 of debt financing consists of the following:

(i)	$200,000 of 9 ¾% Senior Notes issued by the Company and its wholly-owned subsidiary Mobile Storage Group, Inc. on the closing date of the Acquisition; and
(ii)	a New Credit Facility, which includes a £85,000 U.K. borrowing sublimit. A total of $162,000 was drawn on the New Credit Facility on the closing date, including £37,716 drawn under the Company’s U.K. borrowing sublimit. The New Credit Facility matures on August 1, 2011.

          In connection with the consummation of the Acquisition in August 2006, the Company (i) forgave $527 of receivables due from affiliates and (ii) redeemed all of its issued and outstanding preferred stock, including all preferred dividend payments due which totaled $28,854. Additionally, the Acquisition resulted in a change of control, as defined by the Company’s 2005 stock option plan, which resulted in the immediate vesting of all outstanding and unvested options under the plan.

          The Acquisition was accounted for by Holdings using the purchase method of accounting in accordance with SFAS No. 141, “Business Combinations.” Accordingly, the total purchase price, including related fees and expenses, are to be allocated to the acquired net assets based upon their estimated fair value as of August 1, 2006. In addition, the Securities and Exchange Commission requires the application of “push down accounting” in business combinations where the ownership of an entity has changed. Thus, the post-Acquisition financial statements of the Company, as the acquired entity, reflect the new basis of accounting in accordance with Staff Accounting Bulletin, which we refer to as “SAB” 54.

F-8

MOBILE SERVICES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

1.   Business and Basis of Presentation (continued)

Recent Developments (continued)

          Acquisition (continued) All references in the consolidated financial statements and the accompanying notes thereto to events or activities which occurred prior to the completion of the Acquisition on August 1, 2006 relate to Mobile Services Group, Inc., as the predecessor company (the “Predecessor”). All references in the consolidated financial statements and the accompanying notes thereto to events or activities which occurred after completion of the Acquisition on August 1, 2006 relate to Mobile Services Group, Inc., as the successor company (the “Successor”).

          The following table summarizes the fair values assigned to the Company’s assets acquired and liabilities assumed in connection with the Acquisition on August 1, 2006. The fair values allocated to other intangible assets were determined based on a third-party valuation performed as of August 1, 2006.

Accounts receivable	$	28,403
Inventories		13,189
Lease equipment		278,347
Property and equipment		18,367
Goodwill		291,343
Other intangible assets		75,902
Deferred financing costs		16,171
Prepaid expenses and other assets		8,694
Total assets acquired		730,416
Accounts payable and accrued liabilities		32,674
New Credit Facility		162,000
9 ¾% Senior Notes due 2014		200,000
Other debt obligations		3,135
Deferred income taxes		68,731
Total liabilities assumed		466,540
Net assets acquired	$	263,876

          The Company incurred the following costs as a result of the Acquisition and related financing transactions which were recorded by the Predecessor as of August 1, 2006. These costs are referred to herein collectively as the “Acquisition Transaction Expenses.”

Write-off of deferred financing costs related to the BofA Credit Facility	$	8,144
Payment of original issue discount upon early redemption of Subordinated Notes		8,250
Prepayment penalty upon early redemption of Subordinated Notes		3,200
Compensation costs related to the acceleration of vesting of stock options		2,341
Write-off of receivables due from CMSI Capital Holdings, Inc		527
Professional fees and other transaction expenses		17,844
Acquisition Transaction Expenses	$	40,306

          Upon consummation of the Acquisition on August 1, 2006, the Company paid $6,091 and $6,000 in transaction fees to its former majority stockholder and Welsh Carson, respectively. These amounts are included in the Acquisition Transaction Expenses, except for $3,461 of the fees paid to Welsh Carson which are included in our net deferred financing costs as of December 31, 2006.

F-9

MOBILE SERVICES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

1.   Business and Basis of Presentation (continued)

Pro Forma Financial Information (unaudited)

          The following unaudited pro forma information has been prepared as if the Acquisition had occurred as of the beginning of the periods presented for the Predecessor. The pro forma adjustments for the years ended December 31, 2004 and 2005, and the period from January 1, 2006 to August 1, 2006, include estimated adjustments for the following items: a) a decrease to depreciation and amortization expense which amounts to $1,414, $1,647 and $1,037, respectively, related to adjustments to the depreciation of lease equipment resulting from the adjustment to fair value at the date of the Acquisition as well as adjustments to amortization expense resulting from the amortization of other intangible assets recorded in connection with the Acquisition b) the elimination of management fees charged by the Company’s former majority stockholder which amounts to $422, $400 and $329, respectively; c) an increase to interest expense based on the Company’s capitalization structure upon consummation of the Acquisition which amounts to $6,691, $6,730 and $4,587, respectively; and d) the related income tax effects of such pro forma adjustments resulting in a decrease to the income tax provision of $1,942 and $1,873, and an increase in the income tax benefit of $1,288, respectively.

	Predecessor
					Period from
					January 1 to
	Year ended December 31,				August 1,
	2004		2005		2006
			(Unaudited)
Total revenues	$	156,376	$	179,001	$	113,498
Income (loss) from continuing operations before
provision (benefit) for income taxes	$	1,053	$	7,004	$	(34,269	)
Net income (loss)	$	907	$	4,409	$	(23,404	)

2.   Summary of Significant Accounting Policies

Revenue Recognition

          The Company leases and sells portable storage containers, trailers and mobile offices to its customers. Leases to customers are generally on a short-term basis qualifying as operating leases. The aggregate lease payments are generally less than the purchase price of the equipment. Revenue is recognized as earned in accordance with the lease terms established by the lease agreements and when collectibility is reasonably assured. Revenue from sales of equipment is recognized upon delivery and when collectibility is reasonably assured.

          Revenue from sales and lease equipment unit delivery, pick-up and repositioning is recognized when these services are provided. Costs associated with these activities are included in trucking and yard costs in the consolidated statements of operations.

          Customers in the United States are often billed in advance for each 28-day period and customers in the United Kingdom are generally billed monthly in arrears. Deferred revenue is recorded for the unearned portion of pre-billed lease income.

Cash and Cash Equivalents

          The Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents.

F-10

MOBILE SERVICES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

2.   Summary of Significant Accounting Policies (continued)

Concentration of Credit Risk

          Financial instruments potentially exposing the Company to concentrations of credit risk consist primarily of receivables. Concentrations of credit risk with respect to receivables are limited due to the large number of customers spread over a large geographic area in many industry segments. The Company’s receivables related to sales are generally secured by the equipment sold to the customer. The Company’s receivables related to its lease operations are primarily small month-to-month amounts generated from both off-site and on-site customers. The Company has the right to repossess lease equipment for nonpayment.

Inventories

          Inventories consist primarily of equipment held for sale and are carried at the lower of cost or market. Cost of equipment is determined when acquired and is based on the specific-identification method.

Lease Equipment

          Lease equipment consists primarily of portable storage containers, trailers and mobile offices used by the Company in its lease fleet. The lease equipment is recorded at cost and depreciated on a straight-line basis, containers over the estimated life of 20 years and trailers and portable offices (steel and timber) over the estimated lives of 15 years (prior to January 1, 2005). Salvage values are determined when the lease equipment is acquired and are typically 70% for containers, 50% for trailers (prior to January 1, 2005) and 10% for portable offices.

          Effective January 1, 2005, the Company changed its estimate of salvage value for trailers from 50% to 10% and changed the estimated life of portable timber offices from 15 to 10 years. These changes in estimates resulted from the Company’s historical experience with this equipment and are consistent with industry practice. These changes in estimates were implemented on a prospective basis and resulted in additional depreciation expense in 2005 of approximately $4,600. Management believes the estimated salvage values do not cause carrying values to exceed net realizable values. Normal repairs and maintenance to lease equipment are expensed as incurred.

Property and Equipment

          Property and equipment is stated at cost. Depreciation for property and equipment is recorded on the straight-line method over their estimated useful lives of five years. Transportation equipment is generally depreciated over five to seven years with a salvage value of 20%. Leasehold improvements and buildings are depreciated on the straight-line method over their estimated useful lives of 12 years, or the term of the underlying lease agreement, whichever is shorter.

Goodwill and Other Intangible Assets

          Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in connection with acquisitions. The Company accounts for goodwill in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS 142 prohibits the amortization of goodwill and intangible assets with indefinite useful lives and requires these assets be reviewed for impairment at least annually. The Company tests goodwill for impairment using the two-step process prescribed in SFAS 142. The first step is a screen for potential impairment, while the second step measures the amount of the impairment, if any. The Company performed the required impairment tests of goodwill and indefinite-lived intangible assets as of October 1, 2004, 2005 and 2006. The Company has determined that no impairments related to goodwill and indefinite-lived intangible assets exist.

F-11

MOBILE SERVICES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

2.   Summary of Significant Accounting Policies (continued)

Goodwill and Other Intangible Assets (continued)

          Other intangible assets with finite useful lives are amortized over their useful lives. Intangible assets with finite useful lives consist primarily of noncompete covenants and customer relationships which are amortized over the expected period of benefit which range from five to ten years. Noncompete covenants are amortized using the straight-line method while customer relationships are amortized using an accelerated method that reflects the related customer attrition rates.

          In connection with the Acquisition completed on August 1, 2006, the Company allocated $16,293 to customer relationships with a useful life of 10 years, and $59,609 to trade names based on a third-party valuation of the estimated fair values of these intangible assets as of August 1, 2006. At December 31, 2005 and 2006, noncompete covenants amounted to $1,284 and $1,263, respectively, net of accumulated amortization of $7,448 and $369, respectively. Customer relationships amounted to $3,684 and $16,105 as of December 31, 2005 and 2006, respectively, net of accumulated amortization of $3,895 and $759, respectively. The amortization of intangible assets resulted in amortization expense which amounted to $2,130, $1,649, $945 and $1,222 for the years ended December 31, 2004 and 2005, the period from January 1, 2006 to August 1, 2006 and the period from August 2, 2006 to December 31, 2006, respectively. Included in other intangible assets are indefinite-lived trade names which amount to $5,066 and $60,587 as of December 31, 2005 and 2006, respectively.

The estimated future amortization expense of intangible assets as of December 31, 2006, is as follows:

2007	$	3,251
2008		3,539
2009		2,010
2010		1,410
2011 and thereafter		7,158
	$	17,368

Impairment of Long-Lived Assets

          The Company periodically reviews for the impairment of long-lived assets and certain identifiable intangibles and assesses when an event or change in circumstances indicates the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and the eventual disposition is less than its carrying amount. As discussed in Note 14, the Company recorded an asset impairment charge of $9,155 in 2004.

Accrued Liabilities

          Included in accrued liabilities in the accompanying consolidated balance sheets are deferred revenues totaling $1,334 and $1,446 as of December 31, 2005 and 2006, respectively, resulting from advanced billings for a portion of the Company’s customers.

F-12

MOBILE SERVICES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

2.   Summary of Significant Accounting Policies (continued)

Fair Value of Financial Instruments

          The estimated fair value of financial instruments has been determined by the Company using available market information valuation methodologies. Management uses judgment in estimating fair values. Accordingly, the estimates may not be indicative of the amounts that the Company could realize in a current market exchange.

          The carrying amounts of cash and cash equivalents, receivables and accounts payable approximate fair values. The carrying amounts of the Company’s borrowings under the Subordinated Notes and the revolving credit facility approximate fair value based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements or since the floating rates change with market conditions. The estimated fair value of the Company’s 9 ¾% Senior Notes is approximately $209,500 at December 31, 2006 based on quoted market prices.

Income Taxes

          Deferred income taxes have been provided for using the liability method. Deferred tax assets and liabilities are determined based upon the difference between the financial statement bases and tax bases of assets and liabilities as measured by the enacted tax rate which will be in effect when these differences are expected to reverse. These differences are primarily related to depreciation. Foreign taxes are provided based on the tax rates of the country of the subsidiary.

Advertising

          The Company expenses costs of advertising as incurred, except for direct-response advertising which is capitalized and amortized over its expected period of future benefits. Direct-response advertising consists primarily of costs incurred for directory listings which guide customers to the Company. The capitalized costs are amortized over the periods the directories are current and no longer than 12 months.

          Advertising costs of approximately $770 and $870 were capitalized and included in prepaid expenses and other assets at December 31, 2005 and 2006, respectively, and will be amortized over the related direct response marketing period. Advertising expenses totaled $2,326, $2,553, $1,766 and $1,221 for the years ended December 31, 2004 and 2005, and for the period from January 1 to August 1, 2006 and August 2 to December 31, 2006, respectively.

Foreign Currency Translation

          The financial position and results of operations of the Company’s foreign subsidiaries are measured using the local currency as the functional currency. Assets and liabilities of this subsidiary are translated at the exchange rate in effect at each balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing during each fiscal quarter. Translation adjustments arising from differences in exchange rates from period to period are included in the accumulated other comprehensive income (loss) in stockholders’ equity.

          Ravenstock MSG Limited has outstanding U.S. dollar-denominated short-term intercompany borrowings of $1,547 at December 31, 2005 and short-term intercompany receivables of $1,745 as of December 31, 2006. These borrowings are remeasured at each reporting date with the impact of the remeasurement being recorded in foreign currency translation gain in the consolidated statements of income.

F-13

MOBILE SERVICES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

2.   Summary of Significant Accounting Policies (continued)

Employee Stock Options

          On December 16, 2004, the FASB issued FASB Statement No. 123 (revised 2004), “Share-Based Payment” SFAS 123(R), which is a revision of FASB Statement No. 123, “Accounting for Stock-Based Compensation.” SFAS 123(R) supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and amends FASB Statement No. 95, “Statement of Cash Flows.” SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of income based on their fair values. The fair value of employee stock options is estimated using option-pricing models adjusted for the unique characteristics of those instruments. That cost is recognized over the period during which an employee is required to provide service in exchange for the award.

          As required, the Company adopted SFAS 123(R) effective on January 1, 2006, using the modified-prospective transition method. Under this method, the compensation cost is recognized for awards granted and for awards modified, repurchased or cancelled in the period after adoption. Compensation cost is also recognized for the unvested portion of awards granted prior to adoption. Prior year financial statements are not restated. The Company recorded $3,041and $1,662 in compensation expense relating to the adoption of SFAS 123(R), of which $2,341 is included in Acquisition Transaction Expenses during the period January 1, 2006 to August 1, 2006, while the remaining amounts are included in selling, general and administrative expense, during the period from January 1, 2006 to August 1, 2006 and the period from August 2, 2006 to December 31, 2006, respectively. This resulted in a decrease of $3,041 and $1,662 to income from operations and approximately $1,210 and $660 to net income during the period from January 1, 2006 to August 1, 2006 and the period from August 2, 2006 to December 31, 2006, respectively. The adoption of SFAS 123(R) had no effect on the Company’s cash flows.

          For the years ended December 31, 2004 and 2005, the Company accounted for stock-based compensation grants under the intrinsic value method in accordance with APB 25, whereby no compensation expense is recognized in the consolidated financial statements for stock-based employee awards if the exercise price is equal to or greater than the fair value of the Company’s common stock on the date of grant. Under the fair-value accounting method, the fair value of each option granted has been estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

	2004	2005
Risk-free interest rate range	3.3%-3.8%	3.8%-4.2%
Expected holding period	5 years	5 years
Dividend rate	0.0%	0.0%
Volatility	37.6%	34.0%

          Under these assumptions, the weighted-average fair value of the stock option grants during the years ended December 31, 2004 and 2005, was $231.32 and $325.98 per share, respectively. These amounts are amortized over the vesting period of the options. If the Company had accounted for stock options consistent with the fair-value accounting method, utilizing the assumptions detailed above, the Company’s net income would have been as follows:

	Predecessor
	Year Ended December 31,
	2004			2005
Net income as reported	$	3,820		$	7,219
Pro forma stock-based employee compensation (cost)
benefit under fair-value method		(773	)		1,041
Pro forma net income	$	3,047		$	8,260

          The Company’s stock option plan was terminated on August 1, 2006 in connection with the consummation of the Acquisition. See “Stock Option Plans” in Note 10 for additional information.

F-14

MOBILE SERVICES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

2.   Summary of Significant Accounting Policies (continued)

Comprehensive Income

          For the years ended December 31, 2004 and 2005, and the periods from January 1, 2006 to August 1, 2006 and from August 2, 2006 to December 31, 2006, comprehensive income (loss) amounted to $9,840, $(953), $(15,976) and $9,568, respectively. The difference between net income and comprehensive income relates to the Company’s change in foreign currency translation adjustments.

Segment Information

          SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information” (SFAS 131), establishes standards for the way companies report information about operating segments in annual financial statements. It also establishes standards for related disclosures about products and services, geographic areas and major customers. Based on the provisions of SFAS 131 and the manner in which the chief operating decision maker analyzes the business, the Company has determined it does not have separately reportable operating segments.

Estimates and Assumptions

          The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts in the financial statements. Actual results could differ from those estimates.

Recent Accounting Pronouncements

          In May 2005, the FASB issued Statement No. 154 (SFAS No. 154), Accounting Changes and Error Corrections, which replaced APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Changes in Interim Financial Statements. SFAS No. 154 requires retrospective application to prior periods’ financial statements of voluntary changes in accounting principles and changes required by a new accounting standard when the standard does not include specific transition provisions. Previous guidance required most voluntary changes in accounting principles to be recognized by including in net income of the period in which the change was made the cumulative effect of changing to the new accounting principle. SFAS No. 154 carries forward existing guidance regarding the reporting of the correction of an error and a change in accounting estimate. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. Adoption of SFAS No. 154 as of January 1, 2006 did not have a material effect on the Company’s consolidated financial statements.

          In July 2006, FASB released Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109” (FIN 48), which clarifies the accounting and disclosure for uncertainty in income taxes recognized in financial statements. FIN 48 prescribes a comprehensive accounting model for recognizing, measuring, presenting and disclosing in the financial statements uncertain tax positions that the Company has taken or expects to take on a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is in the process of evaluating the impact of the adoption of FIN 48 on its consolidated financial statements.

          On September 15, 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS No. 157). SFAS No. 157 addresses how companies should measure fair value when they are required to use a fair value measure for recognition and disclosure purposes under generally accepted accounting principles. SFAS No. 157 will require the fair value of an asset or liability to be based on a market based measure which will reflect the credit risk of the company. SFAS No. 157 will also require expanded disclosure requirements which will include the methods and assumptions used to measure fair value and the effect of fair value measures on earnings. SFAS No. 157 will be applied prospectively and will be effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact SFAS No. 157 will have on its consolidated financial statements.

F-15

MOBILE SERVICES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

3.   Acquisitions

          The Company acquired the assets of certain companies during the years ended December 31, 2004 and 2005, the period from January 1, 2006 to August 1, 2006 and the period from August 2, 2006 to December 31, 2006 for an aggregate purchase price of $10,737, $4,890, $8,757 and $12,155, respectively, which the Company paid in cash. The acquisitions were accounted for as purchases and the acquired assets were recorded at their estimated fair values on the date of acquisition. The accompanying consolidated financial statements include the operations of the acquired companies from the respective dates of acquisition.

          The fair value of the assets acquired and liabilities assumed has been allocated as follows:

	Predecessor									Successor
							Period from			Period from
							January 1 to			August 2 to
	Year Ended December 31,						August 1,			December 31,
	2004			2005			2006			2006
Accounts receivable	$	327		$	28		$	—		$	—
Lease equipment		6,615			3,178			6,948			7,386
Property and equipment		277			194			233			—
Non-compete agreements		3,283			25			100			—
Goodwill		617			1,159			1,009			3,701
Customer relationships		284			448			675			1,068
Accrued liabilities		(666	)		(142	)		(208	)		—
	$	10,737		$	4,890		$	8,757		$	12,155

          The following unaudited pro forma information presents a summary of results of operations of the Company as if the transactions described above had occurred at the beginning of the respective year of acquisition. The pro forma results adjust for the amortization of other intangible assets, the increase in interest expense and certain income tax adjustments. The pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed dates or of future results of operations of the combined entities.

	Predecessor							Successor
					Period from			Period from
					January 1 to			August 2 to
	Year Ended December 31,				August 1,			December 31,
	2004		2005		2006			2006
			(Unaudited)
Revenues	$	158,305	$	179,816	$	113,672		$	91,693
Income (loss) from operations	$	28,645	$	40,959	$	(15,525	)	$	23,530
Net income (loss)	$	4,125	$	7,608	$	(21,415	)	$	5,685

F-16

MOBILE SERVICES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

4.   Property and Equipment

          Property and equipment consist of the following:

	Predecessor			Successor
	December 31,
	2005			2006
Land and building	$	3,874		$	3,876
Transportation equipment		17,986			13,603
Furniture, fixtures and office equipment		8,496			3,465
Leasehold improvements		2,315			646
		32,671			21,590
Less accumulated depreciation		(15,094	)		(1,617	)
	$	17,577		$	19,973

5.   Financing

Senior Revolving Credit Facility

          In December 2005, the Company refinanced its borrowings under its existing credit facility by entering into a new 5-year agreement with Bank of America (the “BofA Credit Facility”) as agent for a bank syndicate, up to a maximum of $260,000. The BofA Credit Facility consisted entirely of revolving loans which had no scheduled principal payments prior to maturity in December 2009. As a result of the debt refinancing completed in December 2005, the Company recorded a loss on the early extinguishment of debt of $780 for the write-off of the remaining unamortized deferred loan costs and prepayment penalties relating to its existing credit facility.

          Borrowings under the BofA Credit Facility were secured by a lien on substantially all of the Company’s assets and were based on a borrowing base amount determined by a percentage of the collateral value of the lease equipment, accounts receivable and inventories. The lease equipment was required to be appraised at least annually and the advance rates were determined annually at the time of the appraisal. The advance rate for the lease fleet assets was calculated by dividing the lesser of (1) 85% of Orderly Liquidation Value as determined by the annual appraisal or (2) 90% of net book value by the net book value of total rental fleet for the U.S. or U.K. As of December 31, 2005, the lease equipment advance rate for the U.S. was 89.7% and for the U.K. was 84.5% . Interest was payable monthly or with respect to LIBOR borrowings, either quarterly or on the last day of the applicable interest period. The revolving loans bore interest at U.S. LIBOR or U.K. LIBOR plus 1.75% to 3.0% or at U.S. Base Rate or U.K. Base Rate, as defined, plus 0% to 1.25% . At December 31, 2005, substantially all outstanding revolving loans bore interest at U.S. LIBOR or U.K. LIBOR plus 2.5% . At December 31, 2005, the Company’s weighted-average interest rate on outstanding obligations under the BofA Credit Facility was 7.22% .

          The BofA Credit Facility required the Company to meet specific financial ratios and placed various restrictions on the Company, including the incurrence of additional debt, specified limits on capital expenditures, the amounts of dividends which can be paid by the Company, and does not allow for dividends to be paid on common stock. The Company was in compliance with such ratios and restrictions described above as of December 31, 2005.

          Borrowings under the BofA Credit Facility were fully repaid and the facility was extinguished in connection with the Acquisition on August 1, 2006. As a result, the Company wrote-off $8,144 in remaining unamortized deferred loan costs related to the BofA Credit Facility (included in Acquisition Transaction Expenses).

F-17

MOBILE SERVICES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

5.   Financing (continued)

Senior Revolving Credit Facility (continued)

           In connection with the Acquisition on August 1, 2006, the Company entered into the New Credit Facility. The New Credit Facility is a senior secured, asset-based revolving credit facility providing for loans of up to $300,000, subject to specified borrowing base formulas, of which the dollar equivalent of up to £85,000 can be drawn in borrowings denominated in British pounds and may be borrowed (and re-borrowed) by Ravenstock for use in the Company’s U.K. operations. The Company may also incur up to $50,000 of additional senior secured debt under the New Credit Facility, subject to the consent of the joint-lead arrangers under the New Credit Facility, the availability of lenders willing to provide such incremental debt and compliance with the covenants and certain other conditions under the New Credit Facility.

          On August 1, 2006, $162,000 was drawn on the New Credit Facility, including £37,716 drawn under the U.K. borrowing sublimit. As of December 31, 2006, the Company’s aggregate borrowing capacity pursuant to the borrowing base under the New Credit Facility amounts to $127,733, net of the $172,267 in outstanding borrowings as of December 31, 2006.

          Borrowings under the New Credit Facility are secured by a lien on substantially all of the Company’s assets. Such borrowings are governed by a borrowing base, with respect to the Company’s domestic assets (including assets of subsidiary guarantors) and the assets of Ravenstock (including assets of subsidiary guarantors), respectively, consisting of the sum of (i) 85.0% of eligible accounts receivable, plus (ii) the lesser of 100.0% of the net book value and 90.0% of the net orderly liquidation value of eligible lease fleet assets, plus (iii) the lesser of 90.0% of the net book value of and 80.0% of the net orderly liquidation value of eligible machinery and equipment, plus (iv) (A) until an acceptable appraisal is received, 90% of the net book value of eligible inventory (subject to an aggregate $25,000 inventory sublimit) or (B) after an acceptable appraisal is received, the lesser of (x) 90% of the net book value of eligible inventory and (y) 90% of the net orderly liquidation value of eligible inventory (subject to an aggregate $25,000 inventory sublimit, provided that the inventory sublimit may be increased up to $35,000 subject to the completion of an appraisal of the eligible inventory). The borrowing base is also subject to certain other adjustments and reserves to be determined by the administrative agent for the lenders under the New Credit Facility. In general, borrowings under the New Credit Facility bear interest based, at the Company’s option, on either the agent lender’s base rate or U.S. or U.K. LIBOR, in each case plus a margin. The applicable margin on base rate borrowings can range from 0.5% to 1.25% and 1.5% to 2.25% for LIBOR borrowings based on the Company’s ratio of total debt to EBITDA at the time of determination. As of December 31, 2006, the interest rate for borrowings under the New Credit Facility is based on the agent lender’s base rate plus 1.0% or LIBOR plus 2.0% . The Company’s weighted-average interest rate on outstanding obligations under the New Credit Facility as of December 31, 2006 is 7.20% .

          The New Credit Facility places various restrictions on the Company, including the incurrence of additional debt, specified limits on capital expenditures and acquisitions, the amounts of dividends which can be paid by the Company, and does not allow for dividends to be paid on common stock. In addition, the New Credit Facility requires the Company to meet specific financial ratios if the total aggregate borrowing capacity falls below $30,000. Had the Company been subject to such financial ratios as of December 31, 2006, the Company would have been in full compliance.

          The Company had $4,350 in letters of credit outstanding at December 31, 2006 related to its workers compensation and automobile insurance policies. There were no outstanding draws against such letters of credit as of December 31, 2006.

F-18

MOBILE SERVICES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

5.   Financing (continued)

Subordinated Notes

          The Company’s subordinated notes, as amended (the “Subordinated Notes”), consisted of notes held by The Northwestern Mutual Life Insurance Company, Caisse de depot et placement du Quebec, John Hancock Life Insurance Company and its affiliates and New York Life Insurance Company. The Subordinated Notes were issued in principal amounts of $25,000 and $55,000 in the years ended December 31, 2001 and 2002, respectively, and bore interest at 12% per annum with interest payable semiannually. The notes required a lump-sum principal repayment in an amount equal to $50 for each $1,000 principal amount of the notes then outstanding on December 30, 2008, with the remaining principal due June 29, 2010. The Subordinated Notes are included on the consolidated balance sheet as of December 31, 2005 net of the unamortized original issue discount of $9,158.

          Amortization of the original issue discount amounted to $1,144, $1,317 and $908 for the years ended December 31, 2004 and 2005, and the period from January 1, 2006 to August 1, 2006, respectively, and is included in interest expense in the consolidated statements of operations. The Subordinated Notes placed various restrictions on the Company and required the Company to meet specific financial ratios in order to incur additional debt, subject to certain exceptions.

          In connection with the Acquisition on August 1, 2006, the Company paid $83,200 to redeem all of the Subordinated Notes at face value, including $3,200 of prepayment penalties plus all accrued interest through the redemption date.

Senior Notes

          In connection with the Acquisition, the Company issued $200,000 of Senior Notes on August 1, 2006. Interest on the Senior Notes accrues at a rate of 9¾% per annum and is payable on February 1 and August 1 of each year, beginning on February 1, 2007. The Senior Notes mature on August 1, 2014. The Senior Notes place various restrictions on the Company, including the incurrence of additional debt, sales of assets and payment of dividends. The Company is in compliance with the debt covenants under the Senior Notes as of December 31, 2006. The Senior Notes are senior unsecured obligations of the Company and are guaranteed by all of the Company’s current and future domestic subsidiaries, except for certain immaterial domestic subsidiaries. Such notes and guarantees are effectively junior to all of the Company’s secured indebtedness to the extent of the collateral securing such indebtedness. The Senior Notes are not guaranteed by any of the Company’s foreign subsidiaries and are structurally subordinated to the indebtedness and other liabilities of such non-guarantor subsidiaries. See Note 16 – Condensed Consolidating Financial Information, for financial information regarding the Company’s guarantor and non-guarantor subsidiaries.

Other Notes Payable

          Included in capital leases and other notes payable are certain notes payable with a principal balance outstanding of $1,657 and $1,301 as of December 31, 2005 and 2006, respectively. Future payments on other notes payable obligations are as follows: 2007 – $861; 2008 – $66; 2009 – $71; 2010 – $78; 2011 – $84; Thereafter – 141.

F-19

MOBILE SERVICES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

6.   Obligations Under Capital Leases

          Included in capital leases and other notes payable are certain capital lease obligations expiring through 2011 with various leasing companies with a principal balance outstanding of $2,381 and $1,967 as of December 31, 2005 and 2006, respectively. The lease agreements provide the Company with a purchase option at the end of the lease term based on an agreed-upon percentage of the original cost of the equipment. These leases have been capitalized using interest rates ranging from approximately 5.5% to 8.5% . The leases are secured by the equipment under lease. At December 31, 2005 and 2006, equipment acquired under capital leases and related accumulated depreciation are included in lease equipment, net.

          Future payments under capitalized lease obligations are as follows:

2007	$	574
2008		555
2009		534
2010		472
2011		201
Total payments		2,336
Less amounts representing interest		(369	)
	$	1,967

7.   Income Taxes

          The provision (benefit) for income taxes from continuing operations is as follows:

	Predecessor								Successor
						January 1 to			August 2 to
	Year ended December 31,					August 1,			December 31,
	2004			2005		2006			2006
Current:
Federal	$	—		$	—	$	—		$	—
State		122			220		193			46
Foreign		478			816		953			601
		600			1,036		1,146			647
Deferred:
Federal		1,989			2,770		(9,336	)		1,962
State		(105	)		365		(986	)		217
Foreign		55			481		(64	)		186
		1,939			3,616		(10,386	)		2,365
	$	2,539		$	4,652	$	(9,240	)	$	3,012

          Foreign income from continuing operations before provision for taxes for foreign operations is $2,519, $5,225, $824 and $2,987 for the years ended December 31, 2004 and 2005, and the period from January 1, 2006 to August 1, 2006 and from August 2, 2006, to December 31, 2006, respectively.

F-20

MOBILE SERVICES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

7.   Income Taxes (continued)

          The net deferred tax asset and liability in the accompanying consolidated balance sheets consist of the following components:

	Predecessor			Successor
	December 31,
	2005			2006
Deferred tax liabilities:
Depreciation	$	66,014		$	72,971
Goodwill and other intangible assets		2,697			30,771
Transaction gain		2,782			2,782
Other		1,285			671
Total deferred tax liabilities		72,778			107,195
Deferred tax assets:
Tax loss carryforward		18,798			30,491
Stock compensation		1,502			648
Intangibles amortization		2,556			2,664
Other		1,131			1,651
Subtotal deferred tax assets		23,987			35,454
Valuation allowance		(2,164	)		(662	)
Total deferred tax assets.		21,823			34,792
Net deferred tax liability	$	50,955		$	72,403

          A reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate from continuing operations before discontinued operations for the periods indicated below is as follows (percentages shown reflect income tax expense (benefit)):

	Predecessor						Successor
					Period from		Period from
					January 1 to		August 2 to
	Year Ended December 31,				August 1,		December 31,
	2004		2005		2006		2006
Statutory federal rate	35.0	%	35.0	%	(35.0	%)	35.0	%
Permanent differences	0.2		0.3		11.8		(0.3	)
Foreign permanent and tax rate differences	2.8		(1.7	)	—		(1.3	)
State taxes, net of federal benefit	5.3		4.2		(2.5	)	3.1
Valuation allowance	(5.3	)	—		(4.0	)	—
Other, net	5.0		2.0		(0.1	)	0.2
	43.0	%	39.8	%	(29.8	%)	36.7	%

          The Company has federal net operating loss carryforwards at December 31, 2006 of approximately $79,000 which expire in various amounts in 2012 through 2024. At December 31, 2006, the Company has state operating loss carryovers of approximately $63,000 that expire in various amounts beginning after January 2007. In addition, as of December 31, 2006, the Company has approximately $6,000 of federal and state net operating losses related to stock-based compensation for which benefits of future deductions will be recorded as additional paid in capital when realized as reductions in taxes payable.

F-21

MOBILE SERVICES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

7.   Income Taxes (continued)

          As a result of stock ownership changes, the Company has undergone changes in ownership which limit the amount of net operating loss currently available as a deduction. Such limitation could result in the Company being required to pay tax currently because only a portion of the net operating loss is available. Management believes the Company will fully realize its federal net operating loss carryforwards and a valuation reserve was not necessary at December 31, 2006.

          A valuation allowance has been established for certain deferred tax assets that management has determined will likely not be realized. The valuation allowance is primarily related to certain state net operating loss carryforwards.

8.   Related-Party Transactions

Transactions with MSG WC Holdings Corp. (“Holdings”)

          The Company has various transactions with its parent company, Holdings, which are recorded through intercompany accounts. These amounts are payable on a current basis and are not subject to interest charges.

          During the period from August 2, 2006 to December 31, 2006, Holdings made grants of options purchase 19,104 shares of Holdings’ stock to the Company’s key employees and certain members of the Company’s Board of Directors under the MSG WC Holdings Corp. 2006 Stock Option Plan. Holdings has allocated compensation expense to the Company of $1,662 during the period from August 2, 2006 to December 31, 2006 in connection with the issuance of these options which are included in the Company’s selling, general and administrative expenses.

Holdings Subordinated Notes

          On August 1, 2006, Holdings issued $90,000 in aggregate principal amount of subordinated notes to WCAS Capital Partners IV, L.P., an affiliate of Welsh Carson, and a strategic co-investor. The proceeds from the Holdings subordinated notes were contributed to the Company in the form of common equity capital and were used to fund the Acquisition. The Holdings subordinated notes mature on February 1, 2015 and are structurally and contractually subordinated to the New Credit Facility and the Senior Notes. Such subordinated notes are unsecured and do not possess the benefit of a guarantee. The Holdings subordinated notes accrue interest on a payment-in-kind, non-cash basis at 12.0% per annum for the first two years. Thereafter, interest will be payable quarterly at 10.0% per annum subject to the terms of the New Credit Facility and the Senior Notes. If Holdings is prohibited from making cash interest payments, interest will continue to accrue on a payment-in-kind, non-cash basis at 12.0% per annum.

Consulting Agreement with Board Member

          The Company has a consulting agreement with its former chief executive officer and current board member for his consulting services relating to strategic business plans, acquisitions, corporate finance transactions and customer and vendor relationships. This agreement is automatically renewed annually but may be terminated by providing written notice within 90 days of its anniversary date in January of each year. This agreement may also be terminated on the basis of death, disability or cause. Fees and expenses paid in connection with this agreement amounted to $158, $158, $92 and $66 for the years ended December 31, 2004 and 2005, and the periods from January 1, 2006 to August 1, 2006 and from August 2, 2006 to December 31, 2006, respectively.

Transactions with PV Realty LLC

          The Company leases property from PV Realty, LLC, a company controlled by the Company’s i) former chief executive officer and current board member; and ii) former executive vice-president and current board member. The Company pays annual rent of $78 through August 31, 2008. The Company believes the price and terms of this lease are at fair market value.

F-22

MOBILE SERVICES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

8.   Related-Party Transactions (continued)

Fees to Former Majority Stockholder

          In June 2000, the Company began to pay management fees to its then majority stockholder under a management agreement for financial advisory services including reviewing the business, operations and prospects of the Company with management, assisting in acquisitions, and finding and negotiating with potential financing sources. The term of the management agreement was for three years with automatic one-year extensions unless terminated with six months notice by the Board of Directors or the stockholders after the initial three-year term. Fees were payable in advance in semiannual installments on January 1 and July 1 of each year. Fees and expenses incurred in connection with the management agreement amounted to $422, $400, $329 and $29 for the years ended December 31, 2004 and 2005, and the periods from January 1, 2006 to August 1, 2006 and from August 2, 2006 to December 31, 2006, respectively. This management agreement was terminated on August 1, 2006 in connection with the Acquisition.

Transactions with CMSI Capital Holdings, Inc. (CMSI)

          The Company made advances to CMSI, a corporation controlled by the Company’s i) former chief executive officer and current board member; and ii) former executive vice-president and current board member, which were used by CMSI to fund its expenses. At December 31, 2005, CMSI owed the Company $527 under a short term, non-interest bearing advance. The advance is due on demand and included in due from affiliates. As noted in Note 1 – Recent Developments, the advances were forgiven by the Company in August 2006 in conjunction with the Acquisition and are included in Acquisition Transaction Expenses.

9.   Redeemable Preferred Stock

          The Company issued Series E redeemable convertible preferred stock in 2000 through 2001 with a par value of $20 per share. The Series E preferred stock was nonvoting and was convertible into shares of common stock, determined by dividing the liquidation preference of the preferred shares by the offering price upon an underwritten public offering of shares of common stock. The remaining shares were mandatorily redeemable on the tenth anniversary of the issuance of such shares or anytime at the option of the Company. Thus, outstanding Series E preferred stock is mandatorily redeemable beginning in 2010.

          In connection with the consummation of the Acquisition in August 2006, the Company redeemed all of its issued and outstanding Series E preferred stock, totaling 238,000 shares, including all cumulated dividends, for $5,601 in cash.

10.   Stockholders’ Equity

Preferred Stock

          The Company had several series of redeemable preferred stock including Series B, C, G, H, I, J, and K. Such preferred stock were nonvoting except as required by law. Series B, C and G shares were nonconvertible. Series H, I, and J shares were automatically convertible into shares of common stock six months and one day subsequent to the completion of an initial public offering of the Company’s common stock. Series K shares were automatically convertible into shares of common stock, determined by dividing the liquidation preference of the preferred shares by the offering price upon an underwritten public offering of shares of common stock. For certain series of preferred stock, the holder was entitled to receive an annual dividend payable in cash. Such earned participating dividends were cumulative from the date first earned until paid or until the respective shares were redeemed by the Company.

F-23

MOBILE SERVICES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

10.   Stockholders’ Equity (continued)

Preferred Stock (continued)

The par value and annual dividend rate of each series of preferred stock is as follows:

	Par Value			Annual
Series	(per share)			Dividend %
B		$	10.0	10.0%
C		$	20.0	8.5%
G		$	0.1	None
H		$	10.0	10.0%
I		$	10.0	10.0%
J		$	10.0	10.0%
K		$	0.1	None

          In connection with the consummation of the Acquisition in August 2006, the Company redeemed all of its issued and outstanding Series B, C, G, H, I, J and K preferred stock, totaling 1,933,000 shares, including all accumulated dividends, for $24,512, including $1,089 that remains accrued at December 31, 2006.

Stock Option Plans

          In July 2000, the Company adopted the Mobile Storage Group, Inc. 2000 Stock Option Plan (the “2000 Plan”). Under the 2000 Plan, options to purchase a maximum of 21,000 shares of the Company’s common stock could be granted to employees and directors. All options under the 2000 Plan were classified as nonqualified. Options granted vested on an accelerated basis if certain performance measures were met; however, if not met, all options granted vested after nine years of service from the grant date. The 2000 Plan was administered by the Board of Directors, and options had a life of ten years from the date of grant.

          On March 22, 2002, the Board of Directors approved a new stock option incentive plan (the “2002 Plan”) for the Company. The terms of the plan generally provided for grants with an exercise price of not less than 100% of the fair market value of the common stock as determined by the Board of Directors on the date of grant. The grants vested on a graded basis, as specified in each option agreement, and terminated no later than ten years after the date of grant. Each of the Company’s employees and directors were eligible to be considered for the grant of awards under the 2002 Plan. A maximum of 33,049 shares of common stock could have been issued under the 2002 Plan, as amended.

          On February 8, 2005, the Board of Directors approved a new stock option incentive plan (the “2005 Plan”) for the Company. All options issued and outstanding under the 2000 and 2002 Plans were assumed under the 2005 Plan with the date of grant, exercise price and vesting of each option remaining unchanged.

          The following summarizes the activities under the Company’s stock option plan:

	Number			Weighted-Average
	of		Exercise Price	Exercise Price
	Shares		Per Share	Per Share
Options outstanding, January 1, 2004	34,139		$403.55 – 1,181.70	$700.32
Options granted	4,300		$600.00	$600.00
Options forfeited	(6,274	)	$403.55 – 1,181.70	$698.96
Options outstanding, December 31, 2004	32,165		$403.55 – 1,181.70	$687.18
Options granted	4,300		$750.00 – 935.00	$879.07
Options forfeited	(9,301	)	$403.55 – 1,181.70	$824.90
Options outstanding, December 31, 2005	27,164		$403.55 – 1,181.70	$670.39
Options forfeited	(572	)	$403.55 – 1,181.70	$773.58
Options exercised	(26,592	)	$403.55 – 1,181.70	$668.17
Options outstanding, August 1, 2006	—

F-24

MOBILE SERVICES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

10.   Stockholders’ Equity (continued)

Stock Option Plans (continued)

In connection with the consummation of the Acquisition, a change of control, as defined by the 2005 Plan, occurred which resulted in the immediate vesting of all outstanding and unvested options under the 2005 Plan. This immediate vesting resulted in a pre-tax compensation charge recorded by the Predecessor as Acquisition Transaction Expenses of $2,341. The 2005 Plan was terminated on August 1, 2006 in conjunction with the Acquisition.

11.   Commitments and Contingencies

          The Company leases its corporate offices and various yard facilities under noncancelable operating leases with terms expiring at various dates through December 2014. Rent expense under these agreements was approximately $4,720, $5,254, $3,435 and $2,681for the years ended December 31, 2004 and 2005, and the periods from January 1, 2006 to August 1, 2006 and from August 2, 2006 to December 31, 2006, respectively.

          Future minimum payments under all noncancelable operating leases with terms in excess of one year at December 31, 2006, are as follows:

2007	$	5,804
2008		4,068
2009		3,267
2010		2,260
2011 and thereafter		4,196
	$	19,595

          The Company is party to various legal proceedings arising in the normal course of business. The Company carries insurance, subject to deductibles under the specific policies, to protect against losses from legal claims. The Company is not currently party to any material legal proceedings nor, to its knowledge, are any significant legal proceedings threatened.

12.   Pension Plans

          The Company sponsors a defined contribution pension plan covering substantially all full-time employees. The defined contribution plan is designed to provide tax deferred retirement benefits to the Company’s employees. The Company historically did not make matching contributions. During 2004, the Company changed the plan to provide matching contributions whereby the Company matches 25% of the participant contributions up to 4% of the employees’ compensation during the plan year. The total contribution to the plan was approximately $59, $92, $61 and $51 for the years ended December 31, 2004 and 2005, and the periods from January 1, 2006 to August 1, 2006 and from August 2, 2006 to December 31, 2006, respectively.

          The Company’s subsidiaries in the United Kingdom contribute to a group personal pension plan. Amounts contributed, which were not significant for any period presented, represent the Company’s obligation under the terms of the plan.

F-25

MOBILE SERVICES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

13.   Foreign Operations

          Condensed financial information of the Company’s foreign subsidiaries, the operations of which are principally located in the United Kingdom, at December 31, 2005 and 2006, and for the years ended December 31, 2004 and 2005, and the periods from January 1, 2006 to August 1, 2006 and August 2, 2006 to December 31, 2006, before eliminations of intercompany balances and profits, is as follows:

	Predecessor		Successor
	December 31,
	2005		2006
Assets
Lease equipment, net	$	87,899	$	104,949
Goodwill, net		46,696		32,443
All other assets		25,292		47,760
	$	159,887	$	185,152
Liabilities and stockholders’ equity
Accounts payable	$	6,914	$	5,752
Notes payable		59,582		73,627
Other liabilities		21,349		34,240
Stockholders’ equity		72,042		71,533
	$	159,887	$	185,152

	Predecessor						Successor
					Period from		Period from
					January 1 to		August 2 to
	Year Ended December 31,				August 1,		December 31,
	2004		2005		2006		2006
Revenues and Net Income
Total revenues	$	65,935	$	72,750	$	42,342	$	30,799
Costs and expenses		64,112		69,042		41,773		28,747
Net income	$	1,823	$	3,708	$	569	$	2,052

14.   Asset Impairment

          The Company recorded an impairment charge of $9,155 in 2004. The charge resulted from the identification of specific lease fleet and property and equipment to be held for sale and whose value is impaired based upon a comparison of estimated fair market value based upon current estimates of selling prices of scrap values, less selling costs, compared to the carrying value. These assets were disposed of throughout fiscal 2005 and are included in sales and cost of sales in the accompanying consolidated statements of operations, generating proceeds of $1,024.

15.   Discontinued Operations

          Effective during the fourth quarter of 2006, the Company committed to plans to sell its Action Trailer Sales division (“Action”), thereby meeting the held-for-sale criteria set forth in SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Action is comprised of three locations in the U.S. which are primarily engaged in the business of buying and selling used trailers. The Company expects to complete the sale of Action before December 31, 2007.

F-26

MOBILE SERVICES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

15.   Discontinued Operations (continued)

          In accordance with SFAS No. 144 and EITF Issue No. 03-13, “Applying the Conditions in Paragraph 42 of FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, in Determining Whether to Report Discontinued Operations,” the net assets of Action are presented separately as assets held for sale in the accompanying consolidated balance sheets and the operating results of Action are presented as discontinued operations in the accompanying consolidated statements of operations and cash flows. Prior period financial results were reclassified to conform to these changes in presentation. The Company has not recorded a gain or loss related to such discontinued operations because no gain or loss is expected upon completion of the sale of Action.

          The results of discontinued operations for the years ended December 31, 2004 and 2005, and the periods from January 1, 2006 to August 1, 2006 and August 2, 2006 to December 31, 2006 are summarized as follows:

	Predecessor				Successor
					Period from		Period from
					January 1 to		August 2 to
	Year ended December 31,				August 1,		December 31,
	2004		2005		2006		2006
Revenues	$	16,112	$	18,059	$	17,019	$	7,336
Income before provision for income taxes		751		306		562		313
Provision for income taxes		300		122		225		125
Net income	$	451	$	184	$	337	$	188

          Interest expense allocated to Action’s discontinued operations for the years ended December 31, 2004 and 2005, and the periods from January 1, 2006 to August 1, 2006 and from August 2, 2006 to December 31, 2006 was based upon a ratio of (i) the net assets of the discontinued operations compared to (ii) the overall net assets plus debt obligations of the Company and amounted to $386, $431, $349 and $182, respectively.

          At December 31, 2006, assets held for sale and discontinued operations consist of the following:

	Successor
	December 31,
	2006
Accounts receivable, net	$	901
Inventories		6,366
Other assets		300
	$	7,567

16.   Condensed Consolidating Financial Information

          The following tables present condensed consolidating financial information for: (a) Mobile Services Group, Inc. (the “Parent”) on a stand-alone basis as a co-issuer of the Company’s 9 ¾% Senior Notes; (b) on a combined basis, the subsidiary co-issuer and guarantors of the Company’s 9 ¾% Senior Notes (“Subsidiary Co-Issuer and Guarantors”) which include Mobile Storage Group, Inc., a co-issuer of the 9 ¾% Senior Notes and A Better Mobile Storage Company and Mobile Storage Group (Texas), LP, guarantors with nonmaterial assets and operations; (c) on a combined basis, the Non-Guarantor Subsidiaries, which include Ravenstock MSG Limited, MSG Investments, Inc., Mobile Storage U.K. Finance LP, LIKO Luxembourg International s.a.r.1., Ravenstock Tam (Hire) Limited and certain other nonmaterial, inactive entities based in the United Kingdom. Separate financial statements of the Subsidiary Guarantors are not presented because the guarantee by each 100% owned Subsidiary Guarantor is full and unconditional, joint and several, and management has determined that such information is not material to investors. In lieu thereof, the Company includes the following:

F-27

MOBILE SERVICES GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2006
(Successor)

(Dollars in thousands)

			Subsidiary
			Co-Issuer and			Non-Guarantor
	Parent		Guarantors			Subsidiaries		Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	—	$	1,469		$	—	$	—		$	1,469
Accounts receivable, net		—		15,601			14,244		—			29,845
Inventories		—		5,255			295		—			5,550
Lease equipment, net		—		196,681			104,949		—			301,630
Property and equipment, net		—		15,793			4,180		—			19,973
Investment in subsidiary		274,496		71,533			—		(346,029	)		—
Intercompany balances		—		(1,745	)		1,745		—			—
Goodwill		—		264,411			32,443		—			296,854
Other intangible assets, net		—		52,561			25,394		—			77,955
Other assets		—		18,686			1,902		—			20,588
Assets held for sale and discontinued
operations		—		7,567			—		—			7,567
Total assets	$	274,496	$	647,812		$	185,152	$	(346,029	)	$	761,431
Liabilities:
Accounts payable	$	—	$	5,417		$	5,752	$	—		$	11,169
Total debt		—		301,908			73,627		—			375,535
Other liabilities		—		23,945			3,883		—			27,828
Deferred income taxes		—		42,046			30,357		—			72,403
Total liabilities		—		373,316			113,619		—			486,935
Stockholders’ equity:
Total stockholders’ equity		274,496		274,496			71,533		(346,029	)		274,496
Total liabilities and stockholders’ equity	$	274,496	$	647,812		$	185,152	$	(346,029	)	$	761,431

F-28

MOBILE SERVICES GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2005
(Predecessor)

(Dollars in thousands)

				Subsidiary
				Co-Issuer and		Non-Guarantor
	Parent			Guarantors		Subsidiaries			Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	—		$	—	$	—		$	—		$	—
Accounts receivable, net		—			16,050		12,292			—			28,342
Inventories		—			9,647		415			—			10,062
Lease equipment, net		—			169,599		87,899			—			257,498
Property and equipment, net		—			13,732		3,845			—			17,577
Investment in subsidiary		89,494			72,042		—			(161,536	)		—
Intercompany balances		(3,451	)		4,998		(1,547	)		—			—
Goodwill		—			30,520		46,696			—			77,216
Other intangible assets, net		—			2,375		7,660			—			10,035
Other assets		—			11,804		2,627			—			14,431
Total assets	$	86,043		$	330,767	$	159,887		$	(161,536	)	$	415,161
Liabilities:
Accounts payable	$	—		$	4,823	$	6,914		$	—		$	11,737
Total debt		—			190,665		59,582			—			250,247
Other liabilities		—			14,423		1,380			—			15,803
Deferred income taxes		(376	)		31,362		19,969			—			50,955
Total liabilities		(376	)		241,273		87,845			—			328,742
Mandatorily redeemable preferred stock		5,555			—		—			—			5,555
Stockholders’ equity:
Total stockholders’ equity		80,864			89,494		72,042			(161,536	)		80,864
Total liabilities and stockholders’ equity	$	86,043		$	330,767	$	159,887		$	(161,536	)	$	415,161

F-29

MOBILE SERVICES GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Period from August 2, 2006 to December 31, 2006
(Successor)

(Dollars in thousands)

				Subsidiary
				Co-Issuer and		Non-Guarantor
	Parent			Guarantors		Subsidiaries			Eliminations			Consolidated
Revenues:
Lease and lease related	$	—		$	48,815	$	26,781		$	—		$	75,596
Sales		—			10,794		4,018			—			14,812
Total revenues		—			59,609		30,799			—			90,408
Costs and expenses:
Cost of sales		—			7,139		3,150			—			10,289
Trucking and yard costs		—			11,870		11,183			—			23,053
Depreciation and amortization		—			4,914		3,309			—			8,223
Selling, general and administrative
expenses		—			17,647		8,150			—			25,797
Interest expense, net		—			12,693		2,139			—			14,832
Other expense (income)—net		29			103		(119	)		—			13
Income (loss) before provision for income
taxes, discontinued operations and
equity in earnings of consolidated
subsidiaries		(29	)		5,243		2,987			—			8,201
Provision (benefit) for income taxes		(9	)		2,086		935			—			3,012
Income (loss) from discontinued
operations		—			188		—						188
Equity in earnings of consolidated
subsidiaries		5,397			2,052		—			(7,449	)		—
Net income	$	5,377		$	5,397	$	2,052		$	(7,449	)	$	5,377

F-30

MOBILE SERVICES GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Period From January 1, 2006 to August 1, 2006
(Predecessor)

(Dollars in thousands)

							Non-
				Subsidiary			Guarantor
	Parent			Guarantors			Subsidiaries			Eliminations		Consolidated
Revenues:
Lease and lease related	$	—		$	56,911		$	34,177		$	—	$	91,088
Sales		—			14,245			8,165			—		22,410
Total revenues		—			71,156			42,342			—		113,498
Costs and expenses:
Cost of sales		—			9,701			6,522			—		16,223
Trucking and yard costs		—			13,998			13,967			—		27,965
Depreciation and amortization		—			7,125			5,066			—		12,191
Selling, general and administrative
expenses		—			21,881			10,222			—		32,103
Acquisition transaction expenses		—			37,564			2,742			—		40,306
Interest expense, net		—			12,352			3,205			—		15,557
Other expense (income) – net		329			78			(206	)		—		201
Income (loss) before provision (benefit)
for income taxes and equity in earnings
of consolidated subsidiaries		(329	)		(31,543	)		824			—		(31,048	)
Provision (benefit) for income taxes		(132	)		(9,363	)		255			—		(9,240	)
Income from discontinued operations		—			337			—			—		337
Equity in earnings of consolidated
subsidiaries		(21,274	)		569			—			20,705		—
Net income (loss)	$	(21,471	)	$	(21,274	)	$	569		$	20,705	$	(21,471	)

F-31

MOBILE SERVICES GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Year Ended December 31, 2005
(Predecessor)

(Dollars in thousands)

				Subsidiary
				Co-Issuer and			Non-Guarantor
	Parent			Guarantors			Subsidiaries			Eliminations		Consolidated
Revenues:
Lease and lease related	$	—		$	85,739		$	57,678	$	—		$	143,417
Sales		—			20,512			15,072		—			35,584
Total revenues		—			106,251			72,750		—			179,001
Costs and expenses:
Cost of sales		—			14,906			12,208		—			27,114
Trucking and yard costs		—			22,296			22,468		—			44,764
Depreciation and amortization		—			11,274			8,197		—			19,471
Selling, general and administrative
expenses		150			30,167			16,592		—			46,909
Interest expense, net		—			19,938			6,311		—			26,249
Other expense (income)—net		400			(711	)		1,749		1,369			2,807
Income (loss) before provision for income
taxes and equity in earnings of
consolidated subsidiaries		(550	)		8,381			5,225		(1,369	)		11,687
Provision (benefit) for income taxes		(220	)		3,355			1,517		—			4,652
Income from discontinued operations		—			184			—		—			184
Equity in earnings of consolidated
subsidiaries		8,918			3,708			—		(12,626	)		—
Net income (loss)	$	8,588		$	8,918		$	3,708	$	(13,995	)	$	7,219

F-32

MOBILE SERVICES GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Year Ended December 31, 2004
(Predecessor)

(Dollars in thousands)

				Subsidiary
				Co-Issuer and		Non-Guarantor
	Parent			Guarantors		Subsidiaries		Eliminations			Consolidated
Revenues:
Lease and lease related	$	—		$	73,307	$	53,733	$	—		$	127,040
Sales		—			17,134		12,202		—			29,336
Total revenues		—			90,441		65,935		—			156,376
Costs and expenses:
Cost of sales		—			12,315		9,321		—			21,636
Trucking and yard costs		—			19,753		21,058		—			40,811
Depreciation and amortization		—			7,821		6,681		—			14,502
Selling, general and administrative expenses .		71			23,682		18,376		—			42,129
Charge for rental fleet impairment		—			6,121		3,034		—			9,155
Interest expense, net		—			17,053		6,043		—			23,096
Other expense (income)—net		192			44		(1,097		—			(861	)
Income (loss) before provision for income
taxes and equity in earnings of consolidated
subsidiaries		(263	)		3,652		2,519		—			5,908
Provision for income taxes		(105	)		1,948		696		—			2,539
Income from discontinued operations		—			451		—		—			451
Equity in earnings of consolidated
subsidiaries		3,978			1,823		—		(5,801	)		—
Net income (loss)	$	3,820		$	3,978	$	1,823	$	(5,801	)	$	3,820

F-33

MOBILE SERVICES GROUP, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the Period from August 2, 2006 to December 31, 2006
(Successor)

(Dollars in thousands)

			Subsidiary
			Co-Issuer			Non-
			and			Guarantor
	Parent		Guarantors			Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	—	$	21,986		$	2,616		$	—	$	24,602
Investing activities:
Acquisition of Predecessor		—		(317,138	)		—			—		(317,138	)
Acquisition payment of Predecessor
transaction expenses		—		(17,162	)		—			—		(17,162	)
Other acquisitions, net		—		(12,155	)		—			—		(12,155	)
Purchases of lease equipment, net		—		(12,579	)		(4,904	)		—		(17,483	)
(Purchases) sales of property and equipment		—		(2,236	)		38			—		(2,198	)
Net cash used in investing activities		—		(361,270	)		(4,866	)		—		(366,136	)
Financing activities:
Payments on capital leases and notes
payable		—		(28	)		(180	)		—		(208	)
Borrowings under New Credit Facility		—		98,713			69,879			—		168,592
Redemption of Subordinated Notes		—		(83,200	)		—			—		(83,200	)
Issuance of 9 ¾% Senior Notes due 2014		—		200,000			—			—		200,000
Payments under BofA Credit Facility		—		(122,929	)		(69,349	)		—		(192,278	)
Equity contributions		—		263,266			—			—		263,266
Deferred financing costs		—		(15,069	)		(244	)		—		(15,313	)
Net cash provided by financing activities		—		340,753			106			—		340,859
Effect of foreign exchange rate changes on
cash		—		—			2,144			—		2,144
Net increase in cash		—		1,469			—			—		1,469
Cash and cash equivalents at beginning of
period		—		—			—			—		—
Cash and cash equivalents at end of period	$	—	$	1,469		$	—		$	—	$	1,469

F-34

MOBILE SERVICES GROUP, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the Period January 1, 2006 to August 1, 2006
(Predecessor)

(Dollars in thousands)

			Subsidiary
			Co-Issuer			Non-
			and			Guarantor
	Parent		Guarantors			Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	—	$	16,525		$	4,775		$	—	$	21,300
Investing activities:
Acquisitions, net of cash acquired		—		(8,757	)		—			—		(8,757	)
Purchases of lease equipment, net		—		(9,018	)		(8,091	)		—		(17,109	)
Purchases of property and equipment		—		(1,142	)		(1,274	)		—		(2,416	)
Net cash used in investing activities		—		(18,917	)		(9,365	)		—		(28,282	)
Financing activities:
Borrowings under BofA Credit Facility		—		6,181			4,879			—		11,060
Payments on capital leases and notes
payable		—		(524	)		(38	)		—		(562	)
Redemption of Predecessor common stock		—		(8	)		—			—		(8	)
Deferred financing costs		—		(1,160	)		—			—		(1,160	)
Predecessor redemption of preferred stock		—		(938	)		—			—		(938	)
Predecessor preferred stock dividends paid		—		(1,159	)		—			—		(1,159	)
Net cash provided by financing activities		—		2,392			4,841			—		7,233
Effect of foreign exchange rate changes on
cash		—		—			(251	)		—		(251	)
Net increase in cash		—		—			—			—		—
Cash and cash equivalents at beginning of
period		—		—			—			—		—
Cash and cash equivalents at end of period	$	—	$	—		$	—		$	—	$	—

F-35

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2005
(Predecessor)

(Dollars in thousands)

			Subsidiary
			Co-Issuer			Non-
			and			Guarantor
	Parent		Guarantors			Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	—	$	20,418		$	14,777		$	—	$	35,195
Investing activities:
Acquisitions, net of cash acquired		—		(4,890	)		—			—		(4,890	)
Purchases of lease equipment, net		—		(22,848	)		(9,618	)		—		(32,466	)
Purchases of property and equipment		—		(4,717	)		(1,549	)		—		(6,266	)
Proceeds from assets held for sale		—		414			610			—		1,024
Net cash used in investing activities		—		(32,041	)		(10,557	)		—		(42,598	)
Financing activities:
Deferred financing costs		—		(1,309	)		(1,291	)		—		(2,600	)
Payments on debt		—		(97,985	)		(60,558	)		—		(158,543	)
Issuance of debt and borrowings under
credit facility		—		115,938			59,575			—		175,513
Repurchase of common stock		—		(52	)		—			—		(52	)
Issuance of preferred stock, net		—		(2,501	)		—			—		(2,501	)
Preferred stock dividends paid		—		(2,468	)		—			—		(2,468	)
Net cash provided by (used in) financing
activities		—		11,623			(2,274	)		—		9,349
Effect of foreign exchange rate changes
on cash		—		—			(1,946	)		—		(1,946	)
Net increase (decrease) in cash		—		—			—			—		—
Cash and cash equivalents at beginning
of year		—		—			—			—		—
Cash and cash equivalents at end of year	$	—	$	—		$	—		$	—	$	—

F-36

MOBILE SERVICES GROUP, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2004
(Predecessor)

(Dollars in thousands)

			Subsidiary
			Co-Issuer and			Non-Guarantor
	Parent		Guarantors			Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	—	$	16,850		$	8,117		$	—	$	24,967
Investing activities:
Acquisitions, net of cash acquired		—		(7,962	)		(2,775	)		—		(10,737	)
Purchases of lease equipment, net		—		(16,054	)		(6,606	)		—		(22,660	)
Purchases of property and equipment		—		(950	)		(3,852	)		—		(4,802	)
Net cash used in investing activities		—		(24,966	)		(13,233	)		—		(38,199	)
Financing activities:
Payments on debt		—		(1,500	)		(75	)		—		(1,575	)
Issuance of debt and borrowings under
credit facility		—		13,262			5,580			—		18,842
Repurchase of common stock		—		(354	)		—			—		(354	)
Issuance of preferred stock, net		—		(2,691	)		—			—		(2,691	)
Preferred stock dividends paid		—		(2,019	)		—			—		(2,019	)
Net cash provided by financing activities		—		6,698			5,505			—		12,203
Effect of foreign exchange rate changes
on cash		—		—			76			—		76
Net increase (decrease) in cash		—		(1,418	)		465			—		(953	)
Cash and cash equivalents at beginning
of year		—		1,418			(465	)		—		953
Cash and cash equivalents at end of year	$	—	$	—		$	—		$	—	$	—

F-37

     MOBILE SERVICES GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

	Successor
	December 31,			June 30,
	2006			2007
				(Unaudited)
Assets:
Cash and cash equivalents	$	1,469		$	794
Accounts receivable, net of allowance for doubtful accounts of $701 and $1,012 at
December 31, 2006 and June 30, 2007, respectively		29,845			29,610
Inventories		5,550			7,568
Lease equipment, net of accumulated depreciation of $5,384 and $11,656 at December 31,
2006 and June 30, 2007, respectively		301,630			321,396
Property and equipment, net of accumulated depreciation of $1,617 and $3,873
at December 31, 2006 and June 30, 2007, respectively		19,973			23,735
Goodwill		296,854			305,733
Other intangible assets, net		77,955			77,749
Deferred financing costs, net		15,246			13,596
Prepaid expenses and other assets		5,342			7,850
Assets held for sale and discontinued operations		7,567			86
Total assets	$	761,431		$	788,117
Liabilities:
Accounts payable	$	11,169		$	21,062
Accrued liabilities		21,830			24,115
Customer deposits		5,998			5,797
Senior revolving credit facility		172,267			181,157
Capital leases and other notes payable		3,268			3,039
9 ¾% Senior Notes Due 2014		200,000			200,000
Deferred income taxes		72,403			73,981
Total liabilities		486,935			509,151
Stockholders’ equity:
Common stock, $0.001 par value, 1,200,000 shares authorized, 246,000 shares issued and
outstanding at December 31, 2006 and June 30, 2007		265,538			267,160
Notes receivable from stockholders		(610	)		(419	)
Accumulated other comprehensive income		4,191			6,164
Retained earnings		5,377			6,061
Total stockholders’ equity		274,496			278,966
Total liabilities and stockholders’ equity	$	761,431		$	788,117

See accompanying notes to condensed consolidated financial statements.

F-38

MOBILE SERVICES GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)
(Dollars in thousands)
	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2007			2006			2007
	Predecessor			Successor			Predecessor			Successor
Revenues:
Lease and lease related	$	39,561		$	45,561		$	77,271		$	88,762
Sales		10,014			9,667			19,492			20,091
Total revenues		49,575			55,228			96,763			108,853
Costs and expenses:
Cost of sales		7,189			6,780			14,077			14,182
Trucking and yard costs		12,168			14,306			23,679			27,801
Depreciation and amortization		5,269			5,335			10,434			10,126
Selling, general and administrative
expenses		13,738			18,042			27,489			35,572
Management fees to majority
stockholder		75			—			189			—
Income from operations		11,136			10,765			20,895			21,172
Other income (expense):
Interest expense, net		(6,712	)		(9,812	)		(13,209	)		(18,630	)
Foreign currency transaction gain		171			471			212			473
Other expense		(26	)		(34	)		(85	)		(27	)
Income from continuing operations
before provision for income taxes		4,569			1,390			7,813			2,988
Provision for income taxes		1,827			619			3,125			1,249
Income from continuing operations		2,742			771			4,688			1,739
Income (loss) from operations of
discontinued operations (net of tax
provision (benefit) of $120, ($581),
$209 and ($757) for the three and six
months ended June 30, 2006 and
2007, respectively		179			(785	)		313			(1,055	)
Net income (loss)	$	2.921		$	(14	)	$	5,001		$	684

See accompanying notes to condensed consolidated financial statements.

F-39

MOBILE SERVICES GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)
(Dollars in thousands)

	Predecessor			Successor
	Six Months Ended			Six Months Ended
	June 30, 2006			June 30, 2007
Operating activities
Net income	$	5,001		$	684
(Income) loss from discontinued operations		(313	)		1,055
Income from continuing operations		4,688			1,739
Adjustments to reconcile net income from
continuing operations to net cash provided
by operating activities:
Foreign currency transaction gain		(212	)		(473	)
Provision for doubtful accounts		665			776
Amortization of deferred financing costs		1,809			2,013
Depreciation		9,589			8,705
Amortization		845			1,421
Deferred income taxes		2,405			(674	)
Stock-based compensation		600			1,622
Changes in operating assets and liabilities:
Accounts receivable		(414	)		(255	)
Inventories		(1,332	)		(2,897	)
Prepaid expenses and other assets		(1,965	)		(1,037	)
Accounts payable and accrued liabilities		4,069			12,687
Net cash provided by operating activities –
continuing operations		20,747			23,627
Net cash provided by (used in) operating
activities – discontinued operations		(2,572	)		7,269
Net cash provided by operating activities		18,175			30,896
Investing activities
Acquisitions, net		(8,757	)		(7,184	)
Purchases of lease equipment		(13,599	)		(22,676	)
Purchases of property and equipment		(2,053	)		(4,921	)
Net cash used in investing activities		(24,409	)		(34,781	)
Financing activities
Borrowings under BofA Credit Facility		9,154			—
Borrowings under New Credit Facility		—			15,459
Payments under New Credit Facility		—			(12,484	)
Payments on capital leases and notes payable		(604	)		(908	)
Proceeds on note receivable from stockholder		—			202
Preferred stock dividends paid		(1,861	)		—
Redemption of common stock		(8	)		—
Redemption of preferred stock		(235	)		—
Net cash provided by financing activities		6,446			2,269
Effect of foreign exchange rate changes on cash		(212	)		941
Net decrease in cash		—			(675	)
Cash and cash equivalents at beginning of period		—			1,469
Cash and cash equivalents at end of period	$	—		$	794

See accompanying notes to condensed consolidated financial statements.

F-40

MOBILE SERVICES GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Unaudited)
(Dollars in thousands)

	Predecessor			Successor
	Six Months Ended			Six Months Ended
	June 30, 2006			June 30, 2007
Supplemental disclosure of cash flow
information:
Cash paid during the period:
Interest	$	11,743		$	16,453
Income taxes	$	671		$	607
Supplemental disclosure of noncash
investing and financing activities:
Details of acquisitions:
Fair value of assets acquired	$	8,965		$	7,483
Liabilities assumed		(208	)		(299	)
Net cash paid in connection with acquisitions	$	8,757		$	7,184
Capital lease obligations incurred	$	—		$	589

See accompanying notes to condensed consolidated financial statements.

F-41

MOBILE SERVICES GROUP, INC.
Notes To Condensed Consolidated Financial Statements
(Information at June 30, 2007 and for the six months ended
June 30, 2006 and June 30, 2007 are unaudited)
(Dollars in thousands, except per share data)

1. Business and Basis of Presentation

Organization and Business

          Mobile Services Group, Inc. (the “Company”) is an international provider of portable storage solutions with 82 locations throughout the United States and the United Kingdom. The Company leases and sells portable storage containers, trailers and mobile offices. The Company has a diversified customer base, including large national and small local companies in the construction, services, retail, manufacturing, transportation, utilities and government sectors. These customers use portable storage solutions for a variety of purposes, including storing and transporting inventory, equipment and documents and providing temporary office space.

          The consolidated financial statements include the accounts of the Company and its subsidiaries, including its operating company in the United Kingdom, Ravenstock MSG Limited (“Ravenstock”). All significant intercompany accounts and transactions have been eliminated in consolidation.

Basis of Presentation

          The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for all periods presented have been made. The results of operations for the period ended June 30, 2007 are not necessarily indicative of the operating results that may be expected for the entire year ending December 31, 2007. These condensed consolidated financial statements should be read in conjunction with the Company’s December 31, 2006 audited consolidated financial statements and accompanying notes thereto.

Recent Developments

          On August 1, 2006, MSG WC Holdings Corp. (“Holdings”), a newly formed entity controlled by Welsh, Carson, Anderson & Stowe X, L.P. (“Welsh Carson”) and its affiliates, acquired control of the capital stock of the Company (the “Acquisition”) in exchange for consideration of approximately $606,000, subject to certain adjustments and excluding fees and expenses. The Acquisition was financed with $362,000 of debt financing and $263,876 of cash common equity contributions from Welsh Carson and its affiliates and certain members of the Company’s management. A portion of the consideration was used to repay in full the Company’s existing senior secured credit facility (the “BofA Credit Facility”), to repay in full all of the Company’s subordinated notes (“Subordinated Notes”) and to redeem all of its issued and outstanding preferred stock.

          The $362,000 of debt financing consists of the following:

(i)	$200,000 of 9¾% Senior Notes due 2014 (the “Senior Notes”) issued by the Company and its wholly-owned subsidiary Mobile Storage Group, Inc. on the closing date of the Acquisition; and
(ii)	a new $300,000 senior secured, asset-based revolving credit facility (the “New Credit Facility”), which includes a £85,000 U.K. borrowing sublimit. A total of $162,000 was drawn on the New Credit Facility on the closing date, including £37,716 drawn under the Company’s U.K. borrowing sublimit. The New Credit Facility matures on August 1, 2011.

F-42

MOBILE SERVICES GROUP, INC.
Notes To Condensed Consolidated Financial Statements
(Information at June 30, 2007 and for the six months ended
June 30, 2006 and June 30, 2007 are unaudited)
(Dollars in thousands, except per share data)

1. Business and Basis of Presentation (continued)

Recent Developments (continued)

          In connection with the consummation of the Acquisition in August 2006, the Company (i) forgave $527 of receivables due from affiliates and (ii) redeemed all of its issued and outstanding preferred stock, including all preferred dividend payments due which totaled $28,854. Additionally, the Acquisition resulted in a change of control, as defined by the Company’s 2005 stock option plan, which resulted in the immediate vesting of all outstanding and unvested options under the plan.

          The Acquisition was accounted for by Holdings using the purchase method of accounting in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” Accordingly, the total purchase price, including related fees and expenses, are to be allocated to the acquired net assets based upon their estimated fair value as of August 1, 2006. In the second quarter of 2007, the Company made a refinement of its preliminary purchase price allocation, resulting in a $3,480 reduction to the acquired lease equipment and a comparable increase in the acquired goodwill. In addition, the Securities and Exchange Commission requires the application of “push down accounting” in business combinations where the ownership of an entity has changed. Thus, the post-Acquisition financial statements of the Company, as the acquired entity, reflect the new basis of accounting in accordance with Staff Accounting Bulletin (“SAB”) 54, “Push Down Basis of Accounting Required In Certain Limited Circumstances”.

          All references in the condensed consolidated financial statements and the accompanying notes thereto to events or activities which occurred prior to the completion of the Acquisition on August 1, 2006 relate to Mobile Services Group, Inc., as the predecessor company (the “Predecessor”). All references in the condensed consolidated financial statements and the accompanying notes thereto to events or activities which occurred after completion of the Acquisition on August 1, 2006 relate to Mobile Services Group, Inc., as the successor company (the “Successor”). See Note 1 in our 2006 audited consolidated financial statements for additional information regarding the Acquisition.

2. Summary of Significant Accounting Policies

Revenue Recognition

          The Company leases and sells portable storage containers, trailers and mobile offices to its customers. Leases to customers are generally on a short-term basis qualifying as operating leases. The aggregate lease payments are generally less than the purchase price of the equipment. Revenue is recognized as earned in accordance with the lease terms established by the lease agreements and when collectibility is reasonably assured. Revenue from sales of equipment is recognized upon delivery and when collectibility is reasonably assured.

          Revenue from sales and lease equipment unit delivery, pick-up and repositioning is recognized when these services are provided. Costs associated with these activities are included in trucking and yard costs in the consolidated statements of income.

          Customers in the United States are generally billed in advance for each 28-day period and customers in the United Kingdom are generally billed monthly in arrears. Deferred revenue is recorded for the unearned portion of prebilled lease income.

F-43

MOBILE SERVICES GROUP, INC.
Notes To Condensed Consolidated Financial Statements
(Information at June 30, 2007 and for the six months ended
June 30, 2006 and June 30, 2007 are unaudited)
(Dollars in thousands, except per share data)

2. Summary of Significant Accounting Policies (continued)

Lease Equipment

          Lease equipment consists primarily of portable storage containers, trailers and mobile offices used by the Company in its lease fleet. The lease equipment is recorded at cost and depreciated on a straight-line basis over their estimated useful lives, as follows: containers – 20 years; trailers and portable steel offices – 15 years; portable timber offices – 10 years. Salvage values are determined when the lease equipment is acquired and are typically 70% for containers, and 10% for trailers and portable offices. Management believes the estimated salvage values do not cause carrying values to exceed net realizable values. Normal repairs and maintenance to lease equipment are expensed as incurred.

Property and Equipment

          Property and equipment is stated at cost. Depreciation for property and equipment is recorded on the straight-line method over their estimated useful lives of five years. Transportation equipment is generally depreciated over five to seven years with a salvage value of 20%. Leasehold improvements and buildings are depreciated on the straight-line method over their estimated useful lives of 12 years, or the term of the underlying lease agreement, whichever is shorter.

Goodwill and Other Intangible Assets

           Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in connection with acquisitions. The Company accounts for goodwill in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS 142 prohibits the amortization of goodwill and intangible assets with indefinite useful lives and requires these assets be reviewed for impairment at least annually. The Company tests goodwill for impairment using the two-step process prescribed in SFAS 142. The first step is a screen for potential impairment, while the second step measures the amount of the impairment, if any. The Company performed the required impairment tests of goodwill and indefinite-lived intangible assets as of October 1, 2004, 2005 and 2006. The Company has determined that no impairments related to goodwill and indefinite-lived intangible assets exist.

          Other intangible assets with finite useful lives are amortized over their useful lives. Intangible assets with finite useful lives consist primarily of non-compete covenants and customer relationships which are amortized over the expected period of benefit which range from five to ten years. Non-compete covenants are amortized using the straight-line method while customer relationships are amortized using an accelerated method that reflects the related customer attrition rates. At December 31, 2006 and June 30, 2007, non-compete covenants amounted to $1,263 and $1,081, respectively, net of accumulated amortization of $369 and $686, respectively.

          Customer relationships amounted to $16,105 and $15,621 as of December 31, 2006 and June 30, 2007, respectively, net of accumulated amortization of $759 and $1,743, respectively. Amortization expense related to intangible assets was approximately $845 and $1,421 for the six months ended June 30, 2006 and 2007, respectively. Included in other intangible assets are indefinite-lived trade names which amount to $60,587 and $61,047 as of December 31, 2006 and June 30, 2007, respectively.

F-44

MOBILE SERVICES GROUP, INC.
Notes To Condensed Consolidated Financial Statements
(Information at June 30, 2007 and for the six months ended
June 30, 2006 and June 30, 2007 are unaudited)
(Dollars in thousands, except per share data)

2. Summary of Significant Accounting Policies (continued)

Fair Value of Financial Instruments

          The estimated fair value of financial instruments has been determined by the Company using available market information valuation methodologies. Management uses judgment in estimating fair values. Accordingly, the estimates may not be indicative of the amounts that the Company could realize in a current market exchange.

          The carrying amounts of cash and cash equivalents, receivables and accounts payable approximate fair values. The carrying amounts of the Company’s borrowings under the Subordinated Notes and the revolving credit facility approximate fair value based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements or since the floating rates change with market conditions. The estimated fair value of the Company’s 9 ¾% Senior Notes is approximately $213,000 at June 30, 2007 based on quoted market prices.

Deferred Revenues

          Included in accrued liabilities in the accompanying consolidated balance sheets are deferred revenues totaling $1,446 as of December 31, 2006 and $2,050 as of June 30, 2007.

Income Taxes

           Deferred income taxes have been provided for using the liability method. Deferred tax assets and liabilities are determined based upon the difference between the financial statement basis and tax basis of assets and liabilities as measured by the enacted tax rate which will be in effect when these differences are expected to reverse. These differences are primarily related to depreciation. Foreign taxes are provided based on the tax rates of the country of the subsidiary.

Comprehensive Income

          For the six months ended June 30, 2006 and 2007, comprehensive income amounted to $3,443 and $2,657, respectively. The difference between net income and comprehensive income relates to the Company’s change in foreign currency translation adjustments.

Estimates and Assumptions

          The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts in the financial statements. Actual results could differ from those estimates.

F-45

MOBILE SERVICES GROUP, INC.
Notes To Condensed Consolidated Financial Statements
(Information at June 30, 2007 and for the six months ended
June 30, 2006 and June 30, 2007 are unaudited)
(Dollars in thousands, except per share data)

2. Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements

          The Company adopted the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109” (“FIN 48”), on January 1, 2007. Upon adoption, the Company recognized no adjustment in its balance of unrecognized tax benefits and no adjustment to retained earnings. As of the date of adoption, the Company’s unrecognized tax benefits totaled approximately $0.6 million, none of which would affect the effective tax rate, if recognized. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense which were insignificant for the six months ended June 30, 2007. The Company does not expect any significant increases or decreases to its unrecognized tax benefits within 12 months of this reporting date. The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal income tax examinations for years before 2003; state and local income tax examinations before 2002; and foreign income tax examinations before 2004 as per Schedule 18 of the Finance Act 1988. There are no income tax examinations currently in process.

          In September 2006, the FASB issued SFAS No. 157 Fair Value Measurement (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements, but does not require any new fair value measurement. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company is in the process of determining the effect, if any, that the adoption of SFAS No. 157 will have on our consolidated financial statements. Because Statement No. 157 does not require any new fair value measurements or re-measurements of previously computed fair values, the Company does not believe the adoption of this Statement will have a material effect on the Company’s results of operations or financial condition.

          In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159). Under this Standard, we may elect to report financial instruments and certain other items at fair value on an instrument-by-instrument basis with changes in value reported in earnings. This election is irrevocable. SFAS No. 159 provides an opportunity to mitigate volatility in reported earnings that is caused by measuring related assets and liabilities that were previously required to use a different accounting method without having to apply complex hedge accounting provisions. SFAS No. 159 is effective for years beginning after November 15, 2007. We are currently evaluating the potential impact of adopting this Standard.

3. Acquisitions

          The Company acquired the assets of certain companies during the six months ended June 30, 2006 and 2007 for an aggregate purchase price of $8,757 and $7,184, respectively, which the Company paid in cash. The acquisitions in 2006 and 2007 were accounted for as purchases and the acquired assets were recorded at their estimated fair values on the date of acquisition. The accompanying consolidated financial statements include the operations of the acquired companies from the respective dates of acquisition.

F-46

MOBILE SERVICES GROUP, INC.
Notes To Condensed Consolidated Financial Statements
(Information at June 30, 2007 and for the six months ended
June 30, 2006 and June 30, 2007 are unaudited)
(Dollars in thousands, except per share data)

          The fair value of the assets acquired and liabilities assumed has been allocated as follows:

	Predecessor			Successor
	June 30, 2006			June 30, 2007
Lease equipment	$	6,948		$	4,054
Sale inventory		—			128
Property and equipment		233			223
Non-compete agreements		100			—
Goodwill		1,009			2,884
Customer relationships		675			194
Accrued liabilities		(208	)		(299	)
	$	8,757		$	7,184

4. Property and Equipment

          Property and equipment consist of the following:

	Successor
	December 31,			June 30,
		2006			2007
Land and buildings	$	3,876		$	3,964
Transportation equipment		13,603			17,791
Furniture, fixtures and office equipment		3,465			4,840
Leasehold improvements		646			1,013
		21,590			27,608
Less: Accumulated depreciation		(1,617	)		(3,873	)
	$	19,973		$	23,735

5. Financing

Senior Revolving Credit Facility

          Prior to the Acquisition completed on August 1, 2006, the Company had a $260,000 Senior revolving credit facility with Bank of America (the “BofA Credit Facility”), as agent for a bank syndicate. Borrowings under the BofA Credit Facility were secured by a lien on substantially all of the Company’s assets. Such borrowings were based on a borrowing base amount determined by a percentage of the collateral value of the lease equipment, accounts receivable and inventories. The lease equipment were required to be appraised at least annually and the advance rates were determined annually at the time of the appraisal. The advance rate for the lease fleet assets was calculated by dividing the lesser of (1) 85% of Orderly Liquidation Value as determined by the annual appraisal or (2) 90% of net book value of total rental fleet for the U.S. or U.K. Interest was payable monthly or with respect to LIBOR borrowings, either quarterly or on the last day of the applicable interest period. The revolving loans bear interest at U.S. LIBOR or U.K. LIBOR plus 1.75% to 3.0% or at U.S. Base Rate or U.K. Base Rate, as defined, plus 0% to 1.25% . The BofA Credit Facility required the Company to meet specific financial ratios and placed various restrictions on the Company, including the incurrence of additional debt, specified limits on capital expenditures, the amounts of dividends which can be made by the Company, and did not allow for dividends to be paid on common stock.

          In connection with the Acquisition on August 1, 2006, the Company entered into the New Credit Facility. The New Credit Facility is a 5-year senior secured, asset-based revolving credit facility providing for loans of up to $300,000, subject to specified borrowing base formulas, of which the dollar equivalent of up to £85,000 can be drawn in borrowings denominated in British pounds and may be borrowed (and re-borrowed) by Ravenstock for use in the

F-47

MOBILE SERVICES GROUP, INC.
Notes To Condensed Consolidated Financial Statements
(Information at June 30, 2007 and for the six months ended
June 30, 2006 and June 30, 2007 are unaudited)
(Dollars in thousands, except per share data)

5. Financing (continued)

          Company’s U.K. operations. The Company may also incur up to $50,000 of additional senior secured debt under the New Credit Facility, subject to the consent of the joint-lead arrangers under the New Credit Facility, the availability of lenders willing to provide such incremental debt and compliance with the covenants and certain other conditions under the New Credit Facility.

Senior Revolving Credit Facility (continued)

           Borrowings under the New Credit Facility are secured by a lien on substantially all of the Company’s assets. Such borrowings are governed by a borrowing base, with respect to the Company’s domestic assets (including assets of subsidiary guarantors) and the assets of Ravenstock (including assets of subsidiary guarantors), respectively, consisting of the sum of (i) 85% of eligible accounts receivable, plus (ii) the lesser of 100% of the net book value and 90% of the net orderly liquidation value of eligible lease fleet assets, plus (iii) the lesser of 90% of the net book value of and 80% of the net orderly liquidation value of eligible machinery and equipment, plus (iv) (A) until an acceptable appraisal is received, 90% of the net book value of eligible inventory (subject to an aggregate $25,000 inventory sublimit) or (B) after an acceptable appraisal is received, the lesser of (x) 90% of the net book value of eligible inventory and (y) 90% of the net orderly liquidation value of eligible inventory (subject to an aggregate $35,000 inventory sublimit). The borrowing base is also subject to certain other adjustments and reserves to be determined by the administrative agent for the lenders under the New Credit Facility. As of June 30, 2007, the Company’s aggregate borrowing capacity pursuant to the borrowing base under the New Credit Facility amounts to $118,843, net of the $181,157 in outstanding borrowings.

          In general, borrowings under the New Credit Facility bear interest based, at the Company’s option, on either the agent lender’s base rate or U.S. or U.K. LIBOR, in each case plus a margin. The applicable margin on base rate borrowings can range from 0.5% to 1.25% and 1.5% to 2.25% for LIBOR borrowings based on the Company’s ratio of total debt to EBITDA at the time of determination. As of June 30, 2007, the interest rate for borrowings under the New Credit Facility is based on the agent lender’s base rate plus 1.0% or LIBOR plus 2.0% . The Company’s weighted-average interest rate on outstanding obligations under the New Credit Facility as of June 30, 2007 is 7.50% .

          The New Credit Facility places various restrictions on the Company, including the incurrence of additional debt, specified limits on capital expenditures, the amounts of dividends which can be made by the Company, and does not allow for dividends to be paid on common stock. In addition, the New Credit Facility requires the Company to meet specific financial ratios if the total aggregate borrowing capacity falls below $30,000. Had the Company been subject to such financial ratios as of June 30, 2007, the Company would have been in full compliance.

           The Company has $4,329 in letters of credit outstanding at June 30, 2007 related to its workers compensation and automobile insurance policies. There were no outstanding draws against such letters of credit as of June 30, 2007.

Subordinated Notes

           The Company’s subordinated notes, as amended (the “Subordinated Notes”), consisted of notes held by The Northwestern Mutual Life Insurance Company, Caisse de depot et placement du Quebec, John Hancock Life Insurance Company and its affiliates and New York Life Insurance Company. The Subordinated Notes were issued in principal amounts of $25,000 and $55,000 during 2001 and 2002, respectively, and bear interest at 12% per annum with interest payable semiannually. Amortization of the original issue discount related to the Subordinated Notes amounted to $783 for the six months ended June 30, 2006 and is included in interest expense in the condensed consolidated statement of income. The Subordinated Notes placed various restrictions on the Company and required the Company to meet specific financial ratios in order to incur additional debt, subject to certain exceptions.

F-48

MOBILE SERVICES GROUP, INC.
Notes To Condensed Consolidated Financial Statements
(Information at June 30, 2007 and for the six months ended
June 30, 2006 and June 30, 2007 are unaudited)
(Dollars in thousands, except per share data)

5. Financing (continued)

          In connection with the Acquisition on August 1, 2006, the Company paid $83,200 to redeem all of the Subordinated Notes at face value, including $3,200 of prepayment penalties plus all accrued interest through the redemption date.

Senior Notes

          In connection with the Acquisition, the Company issued $200,000 of Senior Notes on August 1, 2006. Interest on the Senior Notes accrues at a rate of 9¾% per annum and is payable on February 1 and August 1 of each year. On February 1, 2007, the Company paid $9,750 of interest due on the Senior Notes in cash. The Senior Notes mature on August 1, 2014. The Senior Notes place various restrictions on the Company, including the incurrence of additional debt, sales of assets and payment of dividends. The Senior Notes are senior unsecured obligations of the Company and are guaranteed by all of the Company’s current and future domestic subsidiaries, except for certain immaterial domestic subsidiaries. Such notes and guarantees are effectively junior to all of the Company’s secured indebtedness to the extent of the collateral securing such indebtedness. The Senior Notes are not guaranteed by any of the Company’s foreign subsidiaries and are structurally subordinated to the indebtedness and other liabilities of such non-guarantor subsidiaries. See Note 11 – Condensed Consolidating Financial Information, for financial information regarding the Company’s guarantor and non-guarantor subsidiaries.

Capital Leases and Other Notes Payable

           Capital leases and other notes payable consist of $1,967 and $2,297 in capital lease obligations with various leasing companies and $1,301 and $742 of other notes payable as of December 31, 2006 and June 30, 2007, respectively.

6. Related Party Transactions

Transactions with MSG WC Holdings Corp. (“Holdings”)

          The Company has various transactions with its parent company, Holdings, which are recorded through intercompany accounts. These amounts are payable on a current basis and are not subject to interest charges.

          Holdings has made grants of stock options to key employees under the MSG WC Holdings Corp. 2006 Stock Option Plan. During the period from August 2, 2006 to June 30, 2007, options to purchase 22,828 shares of Holdings were granted to Company employees, of which 2,000 options were granted during the six months ended June 30, 2007. Holdings has allocated compensation expense to the Company of $1,622 during the six months ended June 30, 2007 in connection with the issuance of these options which are included in the Company’s selling, general and administrative expenses.

Holdings Subordinated Notes

          On August 1, 2006, Holdings issued $90,000 in aggregate principal amount of subordinated notes to WCAS Capital Partners IV, L.P., an affiliate of Welsh Carson, and a strategic co-investor. The proceeds from the Holdings subordinated notes were contributed to the Company in the form of common equity capital and were used to fund the Acquisition. The Holdings subordinated notes mature on February 1, 2015 and are structurally and contractually subordinated to the New Credit Facility and the Senior Notes. Such subordinated notes are unsecured and do not possess the benefit of a guarantee. The Holdings subordinated notes accrue interest on a payment-in-kind, non-cash basis at 12.0% per annum for the first two years. Thereafter, interest will be payable quarterly at 10.0% per annum subject to the terms of the New Credit Facility and the Senior Notes. If Holdings is prohibited from making cash interest payments, interest will continue to accrue on a payment-in-kind, non-cash basis at 12.0% per annum.

F-49

MOBILE SERVICES GROUP, INC.
Notes To Condensed Consolidated Financial Statements
(Information at June 30, 2007 and for the six months ended
June 30, 2006 and June 30, 2007 are unaudited)
(Dollars in thousands, except per share data)

6. Related Party Transactions (continued)

Consulting Agreement with Board Members

          The Company has a consulting agreement with its former chief executive officer and current board member for his consulting services. In addition, the Company entered into a consulting agreement in January 2007 with its former executive vice-president and current board member for his consulting services. Such services relate to consulting on strategic business plans, acquisitions, and customer and vendor relationships. Fees and expenses paid in connection with these agreements amounted to $80 and $76 for the six months ended June 30, 2006 and 2007, respectively.

Transactions with PV Realty LLC

          The Company leases property from PV Realty, LLC, a company controlled by the Company’s a) former chief executive officer and current board member; and b) former executive vice-president and current board member. The Company pays annual rent of $78 through August 31, 2008. The Company believes the price and terms of this lease are at fair market value.

Fees to Former Majority Stockholder

          In June 2000, the Company began to pay management fees to its then majority stockholder under a management agreement for financial advisory services including reviewing the business, operations and prospects of the Company with management, assisting in acquisitions, and finding and negotiating with potential financing sources. The term of the agreement is for three years with automatic one-year extensions unless terminated with six months notice by the Board of Directors or the stockholders after the initial three-year term. Fees and expenses incurred in connection with the management agreement amounted to $189 for the six months ended June 30, 2006. This management agreement was terminated on August 1, 2006 in connection with the Acquisition.

7. Redeemable Preferred Stock

          The Company issued Series E redeemable convertible preferred stock in 2000 through 2001 with a par value of $20 per share. The Series E preferred stock was nonvoting and was convertible into shares of common stock, determined by dividing the liquidation preference of the preferred shares by the offering price upon an underwritten public offering of shares of common stock. The remaining shares were mandatorily redeemable on the tenth anniversary of the issuance of such shares or anytime at the option of the Company.

          In connection with the consummation of the Acquisition in August 2006, the Company redeemed all of its issued and outstanding Series E preferred stock, totaling 238,000 shares, including all cumulated dividends, for $5,601 in cash.

8. Stockholders’ Equity

Preferred Stock

          The Company had several series of redeemable preferred stock including Series B, C, G, H, I, J, and K. Such preferred stock were nonvoting except as required by law. Series B, C and G shares were nonconvertible. Series H, I, and J shares were automatically convertible into shares of common stock six months and one day subsequent to the completion of an initial public offering of the Company’s common stock. Series K shares were automatically convertible into shares of common stock, determined by dividing the liquidation preference of the preferred shares by the offering price upon an underwritten public offering of shares of common stock.

F-50

MOBILE SERVICES GROUP, INC.
Notes To Condensed Consolidated Financial Statements
(Information at June 30, 2007 and for the six months ended
June 30, 2006 and June 30, 2007 are unaudited)
(Dollars in thousands, except per share data)

8. Stockholders’ Equity (continued)

Preferred Stock (continued)

          For certain series of preferred stock, the holder was entitled to receive an annual dividend payable in cash. Such earned participating dividends were cumulative from the date first earned until paid or until the respective shares were redeemed by the Company. The par value and annual dividend rate of each series of preferred stock were as follows:

	Par Value	Annual
Series	(per share)	Dividend %
B	$ 10.0	10.0%
C	$ 20.0	8.5%
G	$   0.1	None
H	$ 10.0	10.0%
I	$ 10.0	10.0%
J	$ 10.0	10.0%
K	$   0.1	None

          In connection with the consummation of the Acquisition in August 2006, the Company redeemed all of its issued and outstanding Series B, C, G, H, I, J and K preferred stock, totaling 1,933,000 shares, including all accumulated dividends, for $24,512.

Stock Option Plans

          On February 8, 2005, the Board of Directors approved a stock option incentive plan (the “2005 Plan”) for the Company. All options issued and outstanding under stock option plans approved by the Company prior to 2005 were assumed under the 2005 Plan with the date of grant, exercise price and vesting of each option remaining unchanged. See Note 10 in our 2006 audited consolidated financial statements for additional information regarding the 2005 Plan.

          In connection with the consummation of the Acquisition, a change of control, as defined by the 2005 Plan, occurred which resulted in the immediate vesting of all outstanding and unvested options under the 2005 Plan. This immediate vesting resulted in a pre-tax compensation charge recorded by the Predecessor in August 2006 as Acquisition Transaction Expenses of $2,341. The 2005 Plan was terminated on August 1, 2006 in conjunction with the Acquisition.

F-51

MOBILE SERVICES GROUP, INC.
Notes To Condensed Consolidated Financial Statements
(Information at June 30, 2007 and for the six months ended
June 30, 2006 and June 30, 2007 are unaudited)
(Dollars in thousands, except per share data)

9. Foreign Operations

          Condensed financial information of the Company’s foreign subsidiaries, the operations of which are principally located in the United Kingdom, at December 31, 2006 and June 30, 2007, and for the three and six months ended June 30, 2006 and 2007, before eliminations of intercompany balances and profits, are as follows:

	Successor
	December 31,		June 30,
	2006		2007
Assets
Lease equipment, net	$	104,949	$	113,251
Goodwill, net		32,443		45,340
All other assets		47,760		49,713
	$	185,152	$	208,304
Liabilities and stockholders’ equity
Accounts payable	$	5,752	$	10,723
Notes payable		73,627		78,352
Other liabilities		34,240		37,137
Stockholders’ equity		71,533		82,092
	$	185,152	$	208,304

	Three months ended June 30,					Six months ended June 30,
	2006		2007			2006		2007
	Predecessor		Successor			Predecessor		Successor
Revenues and Net Income:
Total revenues	$	18,619	$	19,726		$	35,696	$	39,73
Costs and expenses		17,139		19,914			33,532		39,527
Net income (loss)	$	1,480	$	(188	)	$	2,164	$	205

10. Discontinued Operations

          Effective during the fourth quarter of 2006, the Company committed to plans to sell its Action Trailer Sales division (“Action”), thereby meeting the held-for-sale criteria set forth in SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Action is comprised of three locations in the U.S. which are primarily engaged in the business of buying and selling used trailers.

          In accordance with SFAS No. 144 and EITF Issue No. 03-13, “Applying the Conditions in Paragraph 42 of FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, in Determining Whether to Report Discontinued Operations,” the net assets of Action are presented separately as assets held for sale in the accompanying consolidated balance sheets and the operating results of Action are presented as discontinued operations in the accompanying consolidated statements of income and cash flows. Prior period financial results were reclassified to conform to these changes in presentation.

          The Company did not record a gain or loss related to such discontinued operations during the year ended December 31, 2006 because no gain or loss was expected upon completion of the sale of Action based upon facts and circumstances at that time. As efforts to sell Action progressed during 2007, the Company subsequently determined that the fair value of Action’s net assets, less costs to sell, was lower than its net carrying value. Based on sales of Action’s assets that occurred during the six months ended June 30, 2007, a loss on disposal of $1,566 was recorded within discontinued operations of which $430 is from the absorption of a future lease liability. The value of the remaining assets held for sale as of June 30, 2007 which amounts to $86 reflects an estimate of their fair value based on sales of Action’s assets during the six months ended June 30, 2007. Such remaining assets are expected to be sold before December 31, 2007.

F-52

MOBILE SERVICES GROUP, INC.
Notes To Condensed Consolidated Financial Statements
(Information at June 30, 2007 and for the six months ended
June 30, 2006 and June 30, 2007 are unaudited)
(Dollars in thousands, except per share data)

10. Discontinued Operations (continued)

          The results of discontinued operations for the three and six months ended June 30, 2006 and 2007 are summarized as follows:

	Three months ended June 30,					Six months ended June 30,
	2006		2007			2006		2007
	Predecessor		Successor			Predecessor		Successor
Revenues	$	8,462	$	6,290		$	14,873	$	10,248
Income (loss) from
operations of
discontinued component
(including loss on
disposal of $1,066 and
$1,566 for the three and
six month periods ended
June 30, 2007,
respectively)	$	299	$	(1,366	)	$	522	$	(1,812	)
Provision (benefit) for
income taxes		120		(581	)		209		(757	)
Net income (loss)	$	179	$	(785	)	$	313	$	(1,055	)

          Interest expense allocated to Action’s discontinued operations for the three and six months ended June 30, 2006 and 2007 was based upon a ratio of (i) the net assets of the discontinued operations compared to (ii) the overall net assets plus debt obligations of the Company and amounted to $176, ($91), $347 and $18, respectively.

           At December 31, 2006 and June 30, 2007, assets held for sale and discontinued operations consist of the following:

	Successor
	December 31,			June 30,
	2006			2007
Accounts receivable, net	$	901		$	36
Inventories		6,366			453
Other assets		334			27
Accrued liabilities		(34	)		(430	)
	$	7,567		$	86

F-53

MOBILE SERVICES GROUP, INC.
Notes To Condensed Consolidated Financial Statements
(Information at June 30, 2007 and for the six months ended
June 30, 2006 and June 30, 2007 are unaudited)
(Dollars in thousands, except per share data)

11. Condensed Consolidating Financial Information

          The following tables present condensed consolidating financial information for: (a) Mobile Services Group, Inc. (the “Parent”) on a stand-alone basis as a co-issuer of the Senior Notes; (b) on a combined basis, the subsidiary co-issuer and guarantors of the Senior Notes (“Subsidiary Co-Issuer and Guarantors”) which include Mobile Storage Group, Inc., a co-issuer of the Senior Notes and A Better Mobile Storage Company and Mobile Storage Group (Texas), L.P., guarantors with nonmaterial assets and operations; (c) on a combined basis, the Non-Guarantor Subsidiaries, which include Ravenstock MSG Limited, MSG Investments, Inc., Mobile Storage U.K. Finance LP, LIKO Luxembourg International s.a.r.1. and certain other nonmaterial, inactive entities based in the United Kingdom. Separate financial statements of the Subsidiary Guarantors are not presented because the guarantees by each 100% owned Subsidiary Guarantor are full and unconditional, joint and several, and management has determined that such information is not material to investors. In lieu thereof, the Company includes the following:

F-54

MOBILE SERVICES GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
As of June 30, 2007
(Successor)
(Unaudited)

(Dollars in thousands)

			Subsidiary
			Co-Issuer and		Non-Guarantor
	Parent		Guarantors		Subsidiaries			Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	—	$	794	$	—		$	—		$	794
Accounts receivable, net		—		15,083		14,527			—			29,610
Inventories		—		6,459		1,109			—			7,568
Lease equipment, net		—		208,145		113,251			—			321,396
Property and equipment, net		—		18,711		5,024			—			23,735
Investment in subsidiary		278,966		82,092		—			(361,058	)		—
Intercompany balances		—		4,080		(4,080	)		—			—
Goodwill		—		260,393		45,340			—			305,733
Other intangible assets, net		—		52,179		25,570			—			77,749
Other assets		—		13,883		7,563			—			21,446
Assets held for sale and discontinued
operations		—		86		—			—			86
Total assets	$	278,966	$	661,905	$	208,304		$	(361,058	)	$	788,117
Liabilities:
Accounts payable	$	—	$	10,339	$	10,723		$	—		$	21,062
Total debt		—		305,844		78,352			—			384,196
Other liabilities		—		24,233		5,679			—			29,912
Deferred income taxes		—		42,523		31,458			—			73,981
Total liabilities		—		382,939		126,212			—			509,151
Stockholders’ equity:
Total stockholders’ equity		278,966		278,966		82,092			(361,058	)		278,966
Total liabilities and stockholders’ equity	$	278,966	$	661,905	$	208,304		$	(361,058	)	$	788,117

F-55

MOBILE SERVICES GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2006
(Successor)

(Dollars in thousands)

			Subsidiary
			Co-Issuer and			Non-Guarantor
	Parent		Guarantors			Subsidiaries			Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	—	$	1,469			$	—	$	—		$	1,469
Accounts receivable, net		—		15,601				14,244		—			29,845
Inventories		—		5,255				295		—			5,550
Lease equipment, net		—		196,681				104,949		—			301,630
Property and equipment, net		—		15,793				4,180		—			19,973
Investment in subsidiary		274,496		71,533				—		(346,029	)		—
Intercompany balances		—		(1,745	)			1,745		—			—
Goodwill		—		264,411				32,443		—			296,854
Other intangible assets, net		—		52,561				25,394		—			77,955
Other assets		—		18,686				1,902		—			20,588
Assets held for sale and discontinued
operations		—		7,567				—		—			7,567
Total assets	$	274,496	$	647,812			$	185,152	$	(346,029	)	$	761,431
Liabilities:
Accounts payable	$	—	$	5,417			$	5,752	$	—		$	11,169
Total debt		—		301,908				73,627		—			375,535
Other liabilities		—		23,945				3,883		—			27,828
Deferred income taxes		—		42,046				30,357		—			72,403
Total liabilities		—		373,316				113,619		—			486,935
Stockholders’ equity:
Total stockholders’ equity		274,496		274,496				71,533		(346,029	)		274,496
Total liabilities and stockholders’ equity	$	274,496	$	647,812			$	185,152	$	(346,029	)	$	761,431

F-56

MOBILE SERVICES GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, 2007
(Successor)
(Unaudited)

(Dollars in thousands)

					Subsidiary
					Co-Issuer and			Non-Guarantor
	Parent				Guarantors			Subsidiaries			Eliminations		Consolidated
Revenues:
Lease and lease related		$	—		$	28,453		$	17,108		$	—	$	45,561
Sales			—			7,049			2,618			—		9,667
Total revenues			—			35,502			19,726			—		55,228
Costs and expenses:
Cost of sales			—			4,582			2,198			—		6,780
Trucking and yard costs			—			6,916			7,390			—		14,306
Depreciation and amortization			—			3,318			2,017			—		5,335
Selling, general and administrative
expenses			—			11,472			6,570			—		18,042
Interest expense, net			—			7,517			2,295			—		9,812
Other expense (income)—net			—			33			(470	)		—		(437	)
Income (loss) before provision for income
taxes, discontinued operations and
equity in earnings of consolidated
subsidiaries			—			1,664			(274	)		—		1,390
Provision (benefit) for income taxes			—			705			(86	)		—		619
Loss from discontinued operations			—			(785	)		—			—		(785	)
Equity in earnings of consolidated
subsidiaries			(14	)		(188	)		—			202		—
Net income (loss)		$	(14	)	$	(14	)	$	(188	)	$	202	$	(14	)

F-57

MOBILE SERVICES GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, 2006
(Predecessor)
(Unaudited)

(Dollars in thousands)

				Subsidiary			Non-Guarantor
	Parent			Guarantors			Subsidiaries			Eliminations			Consolidated
Revenues:
Lease and lease related	$	—		$	24,671		$	14,890		$	—		$	39,561
Sales		—			6,285			3,729			—			10,014
Total revenues		—			30,956			18,619			—			49,575
Costs and expenses:
Cost of sales		—			4,223			2,966			—			7,189
Trucking and yard costs		—			6,020			6,148			—			12,168
Depreciation and amortization		—			3,045			2,224			—			5,269
Selling, general and administrative
expenses		111			9,185			4,517			—			13,813
Interest expense, net		—			5,312			1,400			—			6,712
Other expense (income) – net		242			(218	)		(169	)		—			(145	)
Income (loss) before provision (benefit) for
income taxes, discontinued operations and
equity in earnings of consolidated
subsidiaries		(353	)		3,389			1,533			—			4,569
Provision (benefit) for income taxes		(44	)		1,818			53			—			1,827
Income from discontinued operations		—			179			—			—			179
Equity in earnings of consolidated
subsidiaries		3,230			1,480			—			(4,710	)		—
Net income	$	2,921		$	3,230		$	1,480		$	(4,710	)	$	2,921

F-58

MOBILE SERVICES GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 2007
(Successor)
(Unaudited)

(Dollars in thousands)

				Subsidiary
				Co-Issuer and			Non-Guarantor
	Parent			Guarantors			Subsidiaries			Eliminations			Consolidated
Revenues:
Lease and lease related		$	—	$	55,723		$	33,039		$	—		$	88,762
Sales			—		13,398			6,693			—			20,091
Total revenues			—		69,121			39,732			—			108,853
Costs and expenses:
Cost of sales			—		8,716			5,466			—			14,182
Trucking and yard costs			—		13,681			14,120			—			27,801
Depreciation and amortization			—		6,259			3,867			—			10,126
Selling, general and administrative
expenses			—		22,812			12,760			—			35,572
Interest expense, net			—		14,892			3,738			—			18,630
Other expense (income)—net			—		77			(523	)		—			(446	)
Income before provision for income taxes,
discontinued operations and equity in
earnings of consolidated subsidiaries			—		2,684			304			—			2,988
Provision for income taxes			—		1,150			99			—			1,249
Loss from discontinued operations			—		(1,055	)		—			—			(1,055	)
Equity in earnings of consolidated
subsidiaries			684		205			—			(889	)		—
Net income		$	684	$	684		$	205		$	(889	)	$	684

F-59

MOBILE SERVICES GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 2006
(Predecessor)
(Unaudited)

(Dollars in thousands)

				Subsidiary			Non-Guarantor
	Parent			Guarantors			Subsidiaries			Eliminations			Consolidated
Revenues:
Lease and lease related	$	—		$	48,343		$	28,928		$	—		$	77,271
Sales		—			12,724			6,768			—			19,492
Total revenues		—			61,067			35,696			—			96,763
Costs and expenses:
Cost of sales		—			8,715			5,362			—			14,077
Trucking and yard costs		—			11,873			11,806			—			23,679
Depreciation and amortization		—			6,136			4,298			—			10,434
Selling, general and administrative
expenses		261			18,713			8,704			—			27,678
Interest expense, net		—			10,505			2,704			—			13,209
Other expense (income) – net		533			(452	)		(208	)		—			(127	)
Income (loss) before provision (benefit) for
income taxes, discontinued operations and
equity in earnings of consolidated
subsidiaries		(794	)		5,577			3,030			—			7,813
Provision (benefit) for income taxes		(104	)		2,363			866			—			3,125
Income from discontinued operations		—			313			—			—			313
Equity in earnings of consolidated
subsidiaries		5,691			2,164			—			(7,855	)		—
Net income	$	5,001		$	5,691		$	2,164		$	(7,855	)	$	5,001

F-60

MOBILE SERVICES GROUP, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the Six months Ended June 30, 2007
(Successor)
(Unaudited)

(Dollars in thousands)

			Subsidiary
			Co-Issuer and			Non-Guarantor
		Parent	Guarantors			Subsidiaries				Eliminations	Consolidated
Net cash provided by operating activities	$	—	$	22,256		$	8,640		$	—	$	30,896
Investing activities:
Other acquisitions, net		—		(7,184	)		—					(7,184	)
Purchases of lease equipment, net		—		(11,355	)		(11,321	)		—		(22,676	)
Purchases of property and equipment		—		(3,670	)		(1,251	)		—		(4,921	)
Net cash used in investing activities		—		(22,209	)		(12,572	)		—		(34,781	)
Financing activities:
Payments on capital leases and notes
payable		—		(940	)		32			—		(908	)
Proceeds on note receivable from
stockholder		—		202			—			—		202
Borrowings under New Credit Facility		—		12,500			2,959			—		15,459
Payments under New Credit Facility		—		(12,484	)		—			—		(12,484	)
Net cash provided by (used in) financing
activities		—		(722	)		2,991			—		2,269
Effect of foreign exchange rate changes on
cash		—		—			941			—		941
Net decrease in cash		—		(675	)		—			—		(675	)
Cash and cash equivalents at beginning of
period		—		1,469			—			—		1,469
Cash and cash equivalents at end of period	$	—	$	794		$	—		$	—	$	794

F-61

MOBILE SERVICES GROUP, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the Six months Ended June 30, 2006
(Predecessor)
(Unaudited)

(Dollars in thousands)

			Subsidiary
			Co-Issuer and			Non-Guarantor
	Parent		Guarantors			Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	—	$	13,660		$	4,515		$	—	$	18,175
Investing activities:
Acquisitions, net of cash acquired		—		(8,757	)		—			—		(8,757	)
Purchases of lease equipment, net		—		(6,834	)		(6,765	)		—		(13,599	)
Purchases of property and equipment		—		(1,039	)		(1,014	)		—		(2,053	)
Investment in and advances to subsidiaries		—		533			(533	)		—		—
Net cash used in investing activities		—		(16,097	)		(8,312	)		—		(24,409	)
Financing activities:
Payments on debt		—		(598	)		(6	)		—		(604	)
Issuance of debt and borrowings under credit
facility		—		6,688			2,466			—		9,154
Repurchase of common stock		—		(8	)		—			—		(8	)
Redemption of preferred stock		—		(235	)		—			—		(235	)
Preferred stock dividends paid		—		(1,861	)		—			—		(1,861	)
Net cash provided by financing activities		—		3,986			2,460			—		6,446
Effect of foreign exchange rate changes on cash		—		—			(212	)		—		(212	)
Net increase in cash		—		1,549			(1,549	)		—		—
Cash and cash equivalents at beginning of
period		—		—			—			—		—
Cash and cash equivalents at end of period	$	—	$	1,549		$	(1,549	)	$	—	$	—

F-62

$200,000,000

MOBILE SERVICES GROUP, INC.
MOBILE STORAGE GROUP, INC.

Exchange Offer for
9¾% Senior Notes due 2014

PROSPECTUS
                              , 2007

     We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in this prospectus. You may not rely on unauthorized information or representations.

     This prospectus does not offer to sell or ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who can not legally be offered the securities.

     The information in this prospectus is current only as of the date on its cover, and may change after that date. For any time after the cover date of this prospectus, we do not represent that our affairs are the same as described or that the information in this prospectus is correct, nor do we imply those things by delivering this prospectus or selling securities to you.

     Until                     , 2007, all dealers that effect transactions in these securities, whether or not participating in the exchange offer may be required to deliver a prospectus. This is in addition to the dealers’ obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Mobile Services and Mobile Storage are corporations organized under the laws of the State of Delaware. Section 145 of the General Corporation Law of the State of Delaware (the “Delaware Statute”) provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), other than an action by or in the right of such corporation, by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise (an “indemnified capacity”). The indemnity may include expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. Similar provisions apply to actions brought by or in the right of the corporation, except that no indemnification shall be made without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred. Section 145 of the Delaware Statute further authorizes a corporation to purchase and maintain insurance on behalf of any indemnified person against any liability asserted against him and incurred by him in any indemnified capacity, or arising out of his status as such, regardless of whether the corporation would otherwise have the power to indemnify him under the Delaware Statute.

          Mobile Services’ Restated Certificate of Incorporation includes provisions eliminating the personal liabilities of its directors for money damages resulting from breaches of their fiduciary duty to the extent permitted by the Delaware Statute. It also contains provisions requiring Mobile Services to indemnify its present and former directors and officers to the fullest extent permitted by law, but Mobile Services is not obliged to indemnify any director or officer in connection with a proceeding initiated by such director or officer and which is other than to enforce the right to indemnification.

          Mobile Storage’s Certificate of Incorporation includes provisions eliminating the personal liability of its directors for money damages resulting from breaches of their fiduciary duty to the extent permitted by Section 102(b)(7) of the Delaware Statute.

          The by-laws, as amended, of Mobile Services and by-laws of Mobile Storage each provide for indemnification of their respective officers, directors, employees and agents to the fullest extent permitted by the Delaware statute against any expense (including attorney’s fees), judgments, fine, and amount paid by him or her in connection with his or her status as officer, director, employee or agent, provided that no person shall be entitled to indemnification in respect of any claim in which they have been found to be liable to their respective corporation unless, and only to the extent that, the court in which such action is brought determines that, despite the adjudication of liability, such person is fairly and reasonably entitled to indemnification.

          Under separate indemnification agreements entered into with each of director and executive officer of Mobile Services and Mobile Storage, such directors and executive officers will have contractual rights to indemnification, and expense advance and reimbursement, to the fullest extent permitted under applicable law.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)	Exhibits.
See Exhibit Index.
(b)	Financial Statement Schedules.

II-1

          Schedule II - Valuation and Qualifying Accounts is on page II-10. All other schedules have been omitted because they are not applicable or because the required information is shown in the consolidated financial statements or notes thereto.

ITEM 22. UNDERTAKINGS.

          The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i) to include any prospectus required by Section 10(a) (3) of the Securities Act of 1933;

          (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

          (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such registration statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 20, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(5) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the date of the registration statement through the date of responding to the request.

(6) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-2

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as amended, Mobile Services Group, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, California, on September 18, 2007.

MOBILE SERVICES GROUP, INC.

By:      /s/ Douglas Waugaman                    

       Name: Douglas Waugaman

       Title: President and Chief Executive Officer

POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints Douglas Waugaman, Allan Villegas and Christopher Wilson, jointly and severally, as his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and on his behalf to sign, execute and file this registration statement and any or all amendments (including, without limitation, post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and any and all documents required to be filed with respect therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done.

          Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of Mobile Services Group, Inc. and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Douglas Waugaman		September 18, 2007
Douglas Waugaman	President, Chief Executive Officer and Director
	(Principal Executive Officer)
/s/ Allan Villegas		September 18, 2007
Allan Villegas	Chief Financial Officer
	(Principal Financial and Accounting Officer)
/s/ Sanjay Swani		September 18, 2007
Sanjay Swani	Chairman of the Board of Directors
/s/ Anthony de Nicola		September 18, 2007
Anthony de Nicola	Director
/s/ Michael Donovan		September 18, 2007
Michael Donovan	Director
/s/ James Martell		September 18, 2007
James Martell	Director
/s/ James Robertson		September 18, 2007
James Robertson	Director
/s/ Ronald Valenta		September 18, 2007
Ronald Valenta	Director

II-3

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as amended, Mobile Storage Group, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, California, on September 18, 2007.

MOBILE STORAGE GROUP, INC.

By:      /s/ Douglas Waugaman                    

     Name: Douglas Waugaman

     Title: President and Chief Executive Officer

POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints Douglas Waugaman, Allan Villegas and Christopher Wilson, jointly and severally, as his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and on his behalf to sign, execute and file this registration statement and any or all amendments (including, without limitation, post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and any and all documents required to be filed with respect therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done.

          Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of Mobile Storage Group, Inc. and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Douglas Waugaman		September 18, 2007
Douglas Waugaman	President, Chief Executive Officer and Director
	(Principal Executive Officer)
/s/ Allan Villegas		September 18, 2007
Allan Villegas	Chief Financial Officer
	(Principal Financial and Accounting Officer)
/s/ Sanjay Swani		September 18, 2007
Sanjay Swani	Chairman of the Board of Directors
/s/ Anthony de Nicola		September 18, 2007
Anthony de Nicola	Director
/s/ Michael Donovan		September 18, 2007
Michael Donovan	Director
/s/ James Martell		September 18, 2007
James Martell	Director
/s/ James Robertson		September 18, 2007
James Robertson	Director
/s/ Ronald Valenta		September 18, 2007
Ronald Valenta	Director

II-4

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as amended, A Better Mobile Storage Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, California, on September 18, 2007.

A BETTER MOBILE STORAGE COMPANY

By:      /s/ Douglas Waugaman                    

     Name: Douglas Waugaman

     Title: President and Chief Executive Officer

POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints Douglas Waugaman, Allan Villegas and Christopher Wilson, jointly and severally, as his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and on his behalf to sign, execute and file this registration statement and any or all amendments (including, without limitation, post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and any and all documents required to be filed with respect therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done.

          Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of A Better Mobile Storage Company and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Douglas Waugaman		September 18, 2007
Douglas Waugaman	President and Chief Executive Officer
/s/ Allan Villegas		September 18, 2007
Allan Villegas	Chief Financial Officer
/s/ Christopher Wilson		September 18, 2007
Christopher Wilson	General Counsel and Assistant Secretary
/s/ Michael Donovan		September 18, 2007
Michael Donovan	Director
/s/ Sanjay Swani		September 18, 2007
Sanjay Swani	Chairman of the Board

II-5

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as amended, Mobile Storage Group (Texas) L.P. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, California, on September 18, 2007.

MOBILE STORAGE GROUP (TEXAS) L.P.

By: Mobile Storage Group, Inc. its General Partner

By:      /s/ Douglas A. Waugaman                    

     Name: Douglas A. Waugaman

     Title: Partner

POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints [•] and [•], jointly and severally, as his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and on his behalf to sign, execute and file this registration statement and any or all amendments (including, without limitation, post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and any and all documents required to be filed with respect therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done.

          Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of Mobile Storage Group (Texas) L.P. and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Douglas A. Waugaman		September 18, 2007
Douglas A. Waugaman	Partner
/s/ Allan Villegas		September 18, 2007
Allan Villegas	Partner
/s/ Christopher Wilson		September 18, 2007
Christopher Wilson	Partner

II-6

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated May 24, 2006, by and among MSG WC Holdings Corp. , MSG WC Acquisition Corp. , Mobile Services Group, Inc. and target stockholder representative.
2.2	Amendment to Agreement and Plan of Merger, dated June 7, 2006, by and among MSG WC Holdings Corp. , MSG WC Acquisition Corp. , Mobile Services Group, Inc. and target stockholder representative.
3.1	Restated Certificate of Incorporation of Mobile Services Group, Inc.
3.2	By-laws of Mobile Services Group, Inc.
3.3	Amendment to By-laws of Mobile Services Group, Inc.
3.4	Certificate of Incorporation of Mobile Storage Group, Inc.
3.5	By-laws of Mobile Storage Group, Inc.
3.6	Articles of Incorporation of A Better Mobile Storage Company
3.7	By-laws of A Better Mobile Storage Company
3.8	Certificate of Limited Partnership of Mobile Storage Group (Texas), L. P.
3.9	Amended and Restated Limited Partnership Agreement of Mobile Storage Group (Texas), L. P.
4.1	Indenture, dated August 1, 2006, by and among Mobile Services Group, Inc. , Mobile Storage Group, Inc. , subsidiary guarantors named therein and Wells Fargo Bank, N. A.
4.2	Contractual Rights Agreement, dated August 1, 2006, by and among Foxkirk, LLC and WCAS Capital Partners IV, L. P.
4.3	Registration Rights Agreement, dated August 1, 2006, by and among Mobile Services Group, Inc. , Mobile Storage Group, Inc. , guarantors named therein, Lehman Brothers Inc. , Goldman, Sachs & Co. and Wachovia Capital Markets, LLC.
4.4	Note Purchase Agreement, dated August 1, 2006, by and among MSG WC Holdings Corp. and the purchasers named therein.
4.5	Stockholders Agreement, dated August 1, 2006, by and among MSG WC Holdings Corp, Welsh, Carson, Anderson & Stowe X, L. P. , WCAS Capital Partners IV, L. P. , WCAS Management Corporation, de Nicola Holdings, L. P. , certain co-investors and certain management stockholders.
5.1	Opinion of Kirkland & Ellis LLP.
10.1	Amended and Restated Credit Agreement, dated December 30, 2005, by and among the Lenders, Bank of America, N. A. , Mobile Storage Group, Inc. , Mobile Services Group, Inc. and Banc of America Securities, LLC.
10.2	Amended and Restated UK Credit Agreement, dated December 30, 2005, by and among the UK Lenders, Bank of America, N. A. , Mobile Storage Group, Inc. , Mobile Services Group, Inc. and Banc of America Securities, LLC.
10.3	Credit Agreement, dated August 1, 2006, by and among the Lenders, The CIT Group/Business Credit, Inc. , Mobile Storage Group, Inc. , Mobile Services Group, Inc. , MSG WC Holdings Corp. , MSG WC Intermediary Co. , CIT Capital Securities LLC, Lehman Brothers Inc. , Wachovia Capital Finance Corporation (Western), Merrill Lynch Capital Corporation and Textron Financial Corporation.
10.4	UK Credit Agreement, dated August 1, 2006, by and among the Lenders, The CIT Group/Business Credit, Inc. , Mobile Storage Group, Inc. , Mobile Services Group, Inc. , MSG WC Holdings Corp. , MSG WC Intermediary Co. , Ravenstock MSG Limited, CIT Capital Securities LLC, Lehman Brothers Inc. , Wachovia Capital Finance Corporation (Western), Merrill Lynch Capital Corporation and Textron Financial Corporation.
10.5	Office Lease Agreement between EOP-700 North Brand, L. L. C. and Mobile Storage Group, Inc.
10.6	MSG WC Holdings Corp. 2006 Stock Option Plan. *
10.7	MSG WC Holdings Corp. 2006 Stock Incentive Plan. *
10.8	MSG WC Holdings Corp. 2006 Employee Stock Option Plan. *
10.9	Amended and Restated Employment Agreement, dated August 1, 2006, by and among Douglas A. Waugaman, Mobile Storage Group, Inc. and MSG WC Holdings Corp. *
10.10	Employment Agreement, dated October 4, 2005, by and among Allan A. Villegas and Mobile Storage Group, Inc. *
10.11	Employment Agreement, dated November 9, 2005, by and among Christopher A. Wilson and Mobile Storage Group, Inc. *
10.12	Employment Agreement, dated August 19, 2004, by and among William Armstead and Mobile Storage Group, Inc. *
10.13	Employment Agreement, dated January 13, 2004, by and among Jody E. Miller and Mobile Storage Group, Inc. *

II-7

10.14	Employment Agreement, dated February 12, 2006, by and among Gilbert Gomez and Mobile Storage Group, Inc.*
10.15	Employment Agreement, dated June 1, 2004, by and among Lynn Courville and Mobile Storage Group, Inc.*
10.16	Amended and Restated Employment Agreement, dated November 7, 2006, by and among Jeffrey E. Vaughn, Mobile Storage Group, Inc. and MSG WC Holdings Corp.*
10.17	Employment Agreement, dated July 17, 2007, by and among Ron Halchishak, Mobile Storage Group, Inc. and Mobile Services Group, Inc.*
10.18	Offer Letter, dated October 15, 2004, from Mobile Storage Group, Inc. to Jeffrey A. Kluckman.*
10.19	Statement of Particulars of Employment of Ronald Halchishak with Ravenstock MSG Ltd, dated July 17, 2007
10.20	Management Services Agreement, dated August 1, 2006, by and among Mobile Services Group, Inc., MSG WC Holdings Corp. and WCAS Management Corporation.
10.21	Indemnification Agreement, dated May 10, 2006, by and among Mobile Storage Group, Inc., Mobile Services Group, Inc. and Christopher A. Wilson.
10.22	Indemnification Agreement, dated May 10, 2006, by and among Mobile Storage Group, Inc., Mobile Services Group, Inc. and Allan A. Villegas.
10.23	Indemnification Agreement, dated May 10, 2006, by and among Mobile Storage Group, Inc., Mobile Services Group, Inc. and Douglas A. Waugaman.
10.24	Board Retention and Consulting Agreement, dated January 31, 2007, by and among Mobile Storage Group, Inc., MSG WC Holdings Corp. and Ronald F. Valenta.
10.25	Board Retention and Consulting Agreement, dated August 28, 2006, by and among Mobile Storage Group, Inc., MSG WC Holdings Corp. and Jim Martell.
10.26	Consulting Agreement, dated May 1, 2003, by and among Mobile Storage Group, Inc. and Ronald F. Valenta.*
10.27	Mobile Storage Group, Inc. 2007 Corporate Incentive Plan Executive Plan.*(1)
10.28	2007 U.K. Special Incentive Plan.*(1)
12.1	Statement re Calculation of Ratio of Earnings to Fixed Charges.
21.1	Subsidiaries of Registrants.
23.1	Consent of Independent Registered Public Accounting Firm.
23.2	Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
24.1	Powers of Attorney (included in signature pages).
25.1	Statement of Eligibility of Trustee.
99.1	Letter of Transmittal.

* Denotes management contract or compensatory plan or arrangement.

(1) Portions of this document have been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment of the omitted portions.

II-8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Mobile Services Group, Inc.

We have audited the consolidated financial statements of Mobile Services Group, Inc, and subsidiaries (the “Company”) as of December 31, 2006 (Successor Company) and 2005 (Predecessor Company), and for each of the years ended December 31, 2004 (Predecessor Company), and 2005 (Predecessor Company) and 2005 (Predecessor Company), the period form January 1, 2006 to August 1, 2006 (Predecessor Company), and the period from August 2, 2006 to December 31, 2006 (Successor Company), and have issued our report thereon dated March 21, 2007 (included elsewhere in this Registration Statement). Our audits also included the financial statement schedule listed in Item 21(b) of this Registration Statement. This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

	/s/ Ernst & Young LLP
Woodland Hills, California
March 21, 2007

II-9

Schedule II

MOBILE SERVICES GROUP, INC.
VALUATION AND QUALIFYING ACCOUNTS

(Dollars in thousands)

(1) Deductions represent uncollectible accounts written-off, net of recoveries

	Balance at	Charges to
	Beginning of	Cost and		Balance at
	Period	Expenses	Deductions (1)	End of Period
Year ended December 31, 2004 (Predecessor)
Allowance for doubtful accounts	$ 515	$ 487	$ (448)	$ 554
Year ended December 31, 2005 (Predecessor)
Allowance for doubtful accounts	$ 554	$ 768	$ (752)	$ 570
Period from January 1, 2006 to August 1, 2006 (Predecessor)
Allowance for doubtful accounts	$ 570	$ 744	$ (183)	$ 1,131
Period from August 2, 2006 to December 31, 2006 (Successor)
Allowance for doubtful accounts	$ 1,131	$ 147	$ (577)	$ 701
Six months ended June 30, 2007 (Successor) (Unaudited)
Allowance for doubtful accounts	$ 701	$ 776	$ (465)	$ 1,012

II-10

EX-2.2

Exhibit 2.2

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

          This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is dated as of June 7, 2006 (the “Amendment Date”), by and among MSG WC Holdings Corp., a Delaware corporation (the “Parent”), and MSG WC Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Merger Sub”), on the one hand, and Mobile Services Group, Inc., a Delaware corporation (the “Target”), and Windward Capital Management, LLC as the Target Stockholder Representative, on the other hand.

RECITALS

          A. The Parent, the Merger Sub, the Target and the Target Stockholder Representative are parties to that certain Agreement and Plan of Merger dated as of May 24, 2006 (the “Merger Agreement”) whereby, among other things, the Merger Sub shall merge with and into the Target.

          B. The Parent, the Merger Sub, the Target and the Target Stockholder Representative wish to amend the Merger Agreement as provided herein.

          NOW THEREFORE, in consideration of the premises and mutual agreements and covenants set forth herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

          Section 1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement.

          Section 2. Amendments to Merger Agreement.

                    2.1 Recital B of the Merger Agreement is hereby amended by deleting the phrase “Target Preferred Stockholder Merger Consideration” and replacing it with the phrase “Preferred Redemption Amount”.

                    2.2 The definition of the term “Certificate” set forth in Section 1.1 of the Merger Agreement is hereby amended by deleting the reference to “capital stock” and replacing it with “Capital Stock”.

                    2.3 The definition of the term “Merger Notice” set forth in Section 1.1 of the Merger Agreement is hereby amended and restated as follows:

                    “ “Merger Notice” means a letter from the Target to the Target Common Stockholders providing notice of the Merger and the Effective Date as well as instructions concerning the procedure for the exchange of the Target Common Stock owned by the Target Common Stockholders for the Total Common Stock Merger Consideration, in form and substance mutually satisfactory to Parent and the Target, and which Merger Notice shall contain the appropriate notice required under Section 262 of the DGCL.”

1.

                    2.4 Section 1.1 of the Merger Agreement is hereby amended by inserting the following after the definition of “Mobile Storage Group”:

                    “ “Notice of Redemption” means the written notice delivered by the Target to the holders of Target Preferred Stock of the Target’s election to redeem the Target Preferred Stock in accordance with the Certificate of Incorporation.”

                    2.5 Section 2.3(a) of the Merger Agreement is hereby amended and restated as follows:

                    “(a) At the Closing, based upon the calculation of the Estimated Total Common Stock Merger Consideration (including the components thereof), the Parent shall pay, or cause to be paid, the following amounts by wire transfer of immediately available funds: (i) an amount equal to the Target Debt Amount to the holders of the Target Debt for payment of all amounts outstanding pursuant to the Target Debt; (ii) $250,000 (the “Target Stockholder Representative Expense Amount”) to the Target Stockholder Representative in accordance with Section 3.7(c) of this Agreement; (iii) the Target Transaction Expenses to the Persons to whom such Target Transaction Expenses are owed; (iv) an amount equal to the Preferred Redemption Amount to the Target (or its designees) for payment of the Preferred Redemption Amount to the holders of the Target Preferred Stock in accordance with Section 3.8; and (v) the Estimated Total Common Stock Merger Consideration, less the Escrow Amount, to the Target Common Stockholders in accordance with their respective ownership of Target Common Stock set forth on Target Disclosure Schedule 2.3(c), and to the holders of Target Options in accordance with Section 3.1 below. Target Disclosure Schedule 2.3(c) shall be subject to amendment prior to the Closing in accordance with Section 6.5.

                    2.6 Section 2.4(b)(iv) of the Merger Agreement is hereby amended and restated as follows:

                    “(iv) to the Target (or its designees), the Preferred Redemption Amount for payment of the Preferred Redemption Amount to the holders of the Target Preferred Stock in accordance with Section 3.8;”

                    2.7 Section 3.2(d) of the Merger Agreement is hereby amended and restated as follows:

                    “[Intentionally Omitted]”

                    2.8 Section 3.2(e)(i) of the Merger Agreement is hereby amended and restated as follows:

                    “(i) Prior to the Effective Time, the Target shall deliver to each Target Common Stockholder the Merger Notice. At the Effective Time, other than with respect to Dissenting Shares, each Target Common Stockholder shall surrender to the Target for cancellation either: (A) Certificates representing all of the shares of Target Common Stock for which such Target Common Stockholder is the beneficial owner and an accompanying stock power endorsed in blank or accompanied by duly executed assignment documents or (B) an affidavit and any other documents specified under Section 3.4 below.

2.

                    2.9 Section 3.2(e)(ii) of the Merger Agreement is hereby amended and restated as follows:

                    “[Intentionally Omitted]”

                    2.10 Section 3.3(b) of the Merger Agreement is hereby amended and restated as follows:

                    “[Intentionally Omitted]”

                    2.11 Section 3.4 of the Merger Agreement is hereby amended and restated as follows:

                    “3.4 Lost, Stolen or Destroyed Certificates. Subject to Section 3.1 and Section 3.2, in the event that any Certificates shall have been lost, stolen or destroyed, in respect of such lost, stolen or destroyed Certificates, the holder shall deliver an affidavit of that fact; provided, however, that the Parent may, in its sole and absolute discretion, and as a condition precedent to the payment thereof, require the owner of a lost, stolen or destroyed Certificate representing shares of Target Common Stock to deliver an indemnity in an amount equal to the portion of the Total Common Stock Merger Consideration to which such owner would be entitled in accordance with this Article III in respect of the shares of Target Common Stock that is the subject of such affidavit of loss, theft or destruction as indemnity against any claim that may be made against the Parent with respect to the Certificates alleged to have been lost, stolen or destroyed.”

                    2.12 Section 3.6 of the Merger Agreement is hereby amended and restated as follows:

                    “3.6 No Further Ownership Rights in Target Capital Stock. The Total Common Stock Merger Consideration delivered in accordance with the terms of this Agreement shall be deemed to have been issued in full payment and satisfaction of all rights pertaining to the Target Common Stock. At the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of capital stock of the Target which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing shares of Target Common Stock are presented to the Surviving Corporation for any reason, they shall be cancelled and converted into the right to receive the portion of the Total Common Stock Merger Consideration represented by such Certificate as provided in this Article III, except as otherwise provided by Applicable Law.”

3.

                    2.13 Article III is hereby amended by adding a new Section 3.8 as follows:

                    “3.8 Redemption of Target Preferred Stock. Simultaneously with the Closing, the Target (or its designees) shall cause the Target Preferred Stock to be redeemed in accordance with the Notice of Redemption and the Certificate of Incorporation through the payment of the Preferred Redemption Amount to the holders of the Target Preferred Stock. Upon such redemption, all shares of Target Preferred Stock shall no longer be outstanding and shall be cancelled and retired and shall cease to exist, and each holder of any shares of Target Preferred Stock (other than those shares set forth in
Section 3.2(b)) shall cease to have any rights with respect thereto, except the right to receive the applicable portion of the Preferred Redemption Amount. If after the Effective Time, Certificates representing shares of Target Preferred Stock are presented to the Surviving Corporation for any reason, the Surviving Corporation shall cause the portion of the Preferred Redemption Amount represented by such Certificate to be paid to the applicable holder of Target Preferred Stock.”

          Section 3. Waiver. The Parent hereby acknowledges and consents to the redemption by the Target provided in Section 2.13 hereof, and agrees that such redemption shall not constitute a breach of any representations, warranties, covenants, agreements or other terms and conditions of the Merger Agreement, including without limitation Section 6.2 thereof,

          Section 4. References. All references in the Merger Agreement to “Agreement,” “herein,” “hereof,” or terms of like import referring to the Agreement or any portion thereof are hereby amended to refer to the Merger Agreement as amended by this Amendment.

          Section 5. Effect of Amendment. Except as and to the extent expressly modified by this Amendment, the Merger Agreement, the Ancillary Agreements, the Target Disclosure Schedule (including any Target Disclosure Schedule Supplement), the Parent Disclosure Schedule and the Confidentiality Agreement shall remain in full force and effect in all respects. In the event of a conflict between this Amendment and the Merger Agreement, the Ancillary Agreements, the Target Disclosure Schedule (including any Target Disclosure Schedule Supplement), the Parent Disclosure Schedule and the Confidentiality Agreement, this Amendment shall govern.

          Section 6. Governing Law. This Amendment shall be governed by and interpreted and enforced in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

          Section 7. Counterparts. This Amendment may be executed and delivered (including by facsimile) in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

4.

          The parties hereto have caused this Amendment to be executed and delivered as of the date set forth above.

PARENT:
MSG WC HOLDINGS CORP.
By:
	Name:
	Title:
MERGER SUB:
MSG WC ACQUISITION CORP.
By:
	Name:
	Title:
TARGET:
MOBILE SERVICES GROUP, INC.
By:
	Douglas A. Waugaman
	President & Chief Executive Officer
TARGET STOCKHOLDER REPRESENTATIVE:
WINDWARD CAPITAL MANAGEMENT, LLC
By:
	Name:
	Title:

5.

EX-3.1

Exhibit 3.1

PAGE 1

          I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “MOBILE SERVICES GROUP, INC.”, FILED IN THIS OFFICE ON THE TWENTY-FOURTH DAY OF MAY, A.D. 2004, AT 1:33 O’CLOCK P.M.

          A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		Harriet Smith Windsor, Secretary of State
3497790 8100		AUTHENTICATION: 3129474
040380725		DATE: 05-24-04

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:39 PM 05/24/2004

FILED 01:33PM 05/24/2004
SRV 040380725 - 3497790 FILE

RESTATED
CERTIFICATE OF INCORPORATlON
OF
MOBILE SERVICES GROUP, INC.

          The undersigned, James S. Robertson and Christopher A. Wilson, certify that they are the Executive Vice President and General Counsel and Assistant Secretary, respectively, of Mobile Services Group, Inc. a corporation existing under the laws of the State of Delaware which was originally incorporated on April 4, 2002 (the “Corporation”), and do hereby further certify as follows:

          FIRST: The Corporation’s present name is Mobile Services Group, Inc., which is the name under which the corporation was originally incorporated; and the date of the filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware is April 4, 2002.

          SECOND: This Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware and amends and restates and integrates the provisions of the Certificate of Incorporation of the Corporation.

          THIRD: The text of the Corporation’s Certificate of Incorporation is hereby amended and restated and integrated to read in its entirety as set forth in Exhibit A.

          IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be executed and acknowledged by James S. Robertson, Executive Vice President of the Corporation, and Christopher A. Wilson, the General Counsel and Assistant Secretary of the Corporation.

James S. Robertson

Executive Vice President

Christopher A. Wilson

General Counsel and Assistant Secretary

EXHIBIT A

RESTATED CERTIFICATE OF INCORPORATION
OF
MOBILE SERVICES GROUP, INC.

Pursuant to Sections 242 and 245 of the

Delaware General Corporation Law

          FIRST: The name of the Corporation is Mobile Services Group, Inc. (the “Corporation”).

          SECOND: The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle. The name of its registered agent at that address is Corporation Service Company.

          THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware (the “GCL”).

          FOURTH: (a) Authorized Capital Stock. The total number of shares of stock which the Corporation shall have authority to issue is 7,429,000 shares of capital stock, in two classes, (i) the first class consisting of 1,200,000 shares of common stock, par value $0.001 per share (the “Common Stock”) and (ii) the second class consisting of 6,229,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). Of the Preferred Stock, 2,100,000 shares shall constitute a series designated as Series B 10% Cumulative Preferred Stock (the “Series B”), 500,000 shares shall constitute a series designated as Series C 8.5% Cumulative Preferred Stock (the “Series C”), 300,000 shares shall constitute a series designated as Series E 8.5% Convertible Cumulative Preferred Stock (the “Series E”), 2,329,000 shares shall constitute a series designated as Series G Preferred Stock (the “Series G”), 150,000 shares shall constitute a series designated as Series H 10% Convertible Cumulative Preferred Stock (the “Series H”), 200,000 shares shall constitute a series designated as Series I 10% Convertible Cumulative Preferred Stock (the “Series I”), 300,000 shares shall constitute a series designated as Series J 10% Convertible Cumulative Preferred Stock (the “Series J”) and 350,000 shares shall constitute a series designated as Series K Convertible Preferred Stock (the “Series K”). The rights, powers and preferences, and the qualifications, limitations and restrictions thereof, of the shares of each such series are described below.

2

          (b) Common Stock. The powers, preferences and rights, and the qualifications, limitations and restrictions thereof, of the Common Stock are as follows:

                     (1) Voting. Except as otherwise expressly required by law or provided in this Restated Certificate of Incorporation, and subject to any voting rights provided to holders of Preferred Stock at any time outstanding, the holders of any outstanding shares of Common Stock shall vote together as a single class on all matters with respect to which stockholders are entitled to vote under applicable law, this Restated Certificate of Incorporation or the By-Laws of the Corporation, or upon which a vote of stockholders is otherwise duly called for by the Corporation. Each holder of record of shares of Common Stock on the relevant record date shall be entitled to cast one vote in person or by proxy for each share of the Common Stock standing in such holder’s name on the stock transfer records of fee Corporation.

                    (2) No Cumulative Voting. The holders of shares of Common Stock shall not have cumulative voting rights.

                    (3) Amendments Affecting Stock. So long as any shares of Common Stock are outstanding, the Corporation shall not, without the affirmative vote of at least a majority (or each higher percentage, if any, as may then be required by applicable law) of the outstanding shares of Common Stock voting separately as a single class, (A) amend, alter or repeal any provision of this Section (a) of this Article FOURTH so as to adversely affect the rights, preferences or powers, or qualifications, limitations or restrictions thereof, of the Common Stock or (B) take any other action upon which a vote of the holders of Common Stock voting separately as a single class is required by law.

                    (4) Dividends. Subject to the rights of the holder of Preferred Stock, and subject to any other provisions of this Restated Certificate of Incorporation, as it may be amended from time to time, holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock or property of the Corporation when, as and if declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor.

                     (5) Liquidation, Dissolution, etc. In the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Corporation, the holders of shares of Common Stock shall be entitled to receive the assets and funds of the Corporation available for distribution, after payments to creditors and to the holders of any shares of Preferred Stock of the Corporation that rank senior to the Common Stock as to distributions upon such a liquidation, dissolution or winding up and that may at the time be outstanding, in proportion to the number of shares held by them.

                    (6) Merger. In the event of a merger or consolidation of the Corporation with or into another entity (whether or not the Corporation is the surviving entity), the holders of each share of Common Stock shall be entitled to receive the same consideration on a per share basis.

3

                    (7) No Preemptive or Subscription Rights. No holder of shares of Common Stock shall be entitled to preemptive or subscription rights.

          (c) Preferred Stock. The powers, preferences and rights, and the qualifications, limitations and restrictions thereof, of the various series of Preferred Stock are as follows:

                    (1) Series B 10% Cumulative Preferred Stock.

                              (A) Voting. The Series B shall not be entitled to vote except as otherwise may be provided by law.

                              (B) Dividends. The Series B shall be entitled to receive, out of funds legally available therefore, cumulative dividends at the annual rate of One Dollar ($ 1.00) per shares, and no more, payable in arrears in quarterly installments commencing on the last day of the first full month of the first full calendar quarter after the issuance of the first share of Series B, payable only when, as and if declared by the Board of Directors. Such dividends shall accrue (whether or not declared and whether or not funds are legally available for payment thereof) from the issue date to the date of payment of such dividends. Such dividends shall be paid to the holders of Series B in preference to any dividend which May be paid to the holders of the Common Stock. After cumulative dividends on the Series B, Series C, Series E, Series H, Series I and Series J for all past dividend periods and for the then current year dividend period shall have been declared and paid or set apart, if the Board of Directors shall elect to declare additional dividends out of funds legally available therefor, such additional dividends may be declared on the Common Stock. Dividends shall be declared and paid equally on each share of Series B, adjusted, however, to accrue only from the date of issuance with respect to each such share. For purposes of determining the accrual of dividends on the Series B any dividends accrued but not paid on shares of Series B 10% Cumulative Preferred Stock (“MSGCA Series B”) of Mobile Storage Group, Inc., a California corporation (“MSGCA”), which may be converted into shares of the Series B pursuant to the Agreement and plan of Merger (the “Merger Agreement”) by and among MSGCA, the Corporation and Mobile Storage Group, Inc., a Delaware corporation (“MSGDE”), on the date of such conversion shall be considered accrued and unpaid on the shares of Series B into which such shares of MSGCA Series B were converted.

                              (C) Liquidation and Dissolution. Upon the voluntary or involuntary liquidation, winding up or dissolution of the Corporation, out of the assets available for distribution to shareholders, each share of Series B shall be entitled to receive, in preference to any payment on the Series C, Series E, Series G, Series H, Series I, Series J, Series K and Common Stock, an amount equal to Ten Dollars ($10.00) per share plus, for the Series B only, cumulative dividends as provided in subdivision (B) hereof accrued but unpaid to the date payment is made available to the Series B. A statement of the amount shall be provided to any holder of Series B upon request without cost to such holder. After the full preferential liquidation amount has been paid to, or determined and set apart for, the Preferred Stock, the remaining assets shall be payable to Common Stock In the event the assets of the Corporation are insufficient to pay the full

4

preferential liquidation amount required to be paid to each series of Preferred Stock, the Series B, Series H, Series I and Series J shall receive all assets until the full liquidation preference on the Series B, Series H, Series I and Series J are paid in full, then the Series C and the Series E shall receive all the assets pro rata on a share for share basis until the full liquidation preference on the Series C and Series E are paid in full, then the Series G and Series K shall receive all the assets pro rata on a share for share basis until the full liquidation preference on the Series G and Series K are paid in full. Any remaining assets shall be distributed to the holders of the Common Stock pro rata on a share for share basis.

                    (D) No Conversion Rights. The shares of Series B shall not be convertible into any other class or series of capital stock of the Corporation.

                    (E) Redemption.

                              (i) Right to Redeem. The Corporation shall have the right, in its sole discretion, at any time, and in such manner as the Board of Directors shall determine, to redeem in whole or in part, any or all shares of Series B. If the Corporation elects to redeem some, but not all, shares of Series B, the Corporation shall redeem a pro-rata amount from each shareholder of Series B.

                              (ii) Mechanics of Redemption. The Corporation shall effect each such redemption by giving written notice of its election to redeem, at least twenty days in advance of the redemption date, to the holders of shares of Series B appearing in the Corporation’s register for the Series B. Such redemption notice shall indicate whether the Corporation will redeem all or part of the shares of Series B and the applicable redemption price. The Corporation may, in its sole and absolute discretion, specify that any particular redemption is contingent upon the happening of an event (the “Series B Triggering Event”), which the Corporation shall specify in such written redemption notice (a “Series B Contingent Redemption”). If the Corporation gives notice of a Series B Contingent Redemption and the Series B Triggering Event does not occur within 180 days of the date upon which the Corporation gave notice of the Series B Contingent Redemption, such redemption shall not be effected and the Corporation shall treat the Series B as though such notice of redemption had never been given. The Corporation shall be entitled to send a notice of redemption and begin the redemption procedures regardless of whether the Corporation has the full amount of the redemption price available on the date the redemption notice is sent to shareholders. The redemption price shall be paid to the holders of shares of Series B redeemed on the date fixed in the notice of redemption for said redemption, which with respect to a Series B Contingent Redemption may be a fixed number of days following the date upon which the Series B Triggering Event occurs; provided, however, that the Corporation shall not be obligated to deliver any portion of any such redemption price unless either the certificates evidencing the shares of Series B redeemed are delivered to the Corporation or its transfer agent for the Series B, if any, or the holder notifies the Corporation or such transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.

5

                              (iii) Redemption price. The redemption price per share of Series B shall be Ten Dollars ($10.00) per share plus all accrued but unpaid dividends for such share.

                    (F) No Preemptive or Subscription Rights. No holder of shares of Series B shall be entitled to preemptive or subscription rights.

          (2) Series C 8.5% Cumulative Preferred Stock.

                    (A) Voting. The Series C shall not be entitled to vote except as otherwise may be provided by law.

                    (B) Dividends. The Series C shall be entitled to receive, out of funds legally available therefor, cumulative dividends at the quarterly rate of Forty Two and One-Half Cents ($0.425) per share, and no more, payable in arrears in quarterly installments on the last day of February, April, July and October of each year, payable only when, as and if declared by the Board of Directors. Such dividends shall accrue (whether or not declared and whether or not funds are legally available for payments thereof) from the issue date to the date of payment of such dividends. Such dividends shall be paid to the holders of the Series C in preference to any dividend which may be paid to holders of the Common Stock. After cumulative dividends on the Series B, Series C, Series E, Series H, Series I and Series J for all past dividend periods and for the then current year dividend period shall have been declared and paid or set apart, if the Board of Directors shall elect to declare additional dividends out of funds legally available therefor, such additional dividends may be declared on the Common Stock. Dividends shall be declared and paid equally on each share of Series C, adjusted, however, to accrue only from the date of issuance with respect to each such share. For purposes of determining the accrual of dividends on the Series C any dividends accrued but not paid on shares of Series C 8.5% Cumulative Preferred Stock (“MSGCA Series C”) of MSGCA which may be converted into shares of Series C pursuant to the Merger Agreement on the date of such conversion shall be considered accrued and unpaid on the shares of Series C into which such shares of MSGCA Series C were converted.

                    (C) Liquidation and Dissolution. Upon the voluntary or involuntary liquidation, winding up or dissolution of the Corporation, out of the assets available for distribution to shareholders, each share of Series C shall be entitled to receive, in preference to any payment on the Series G, Series K and Common Stock, an amount equal to Twenty Dollars ($20.00) per share plus, for the Series C only, cumulative dividends as provided in subdivision (B) hereof accrued but unpaid to the date payment is made available to the Series C. A statement of which shall be provided to any holder of Series C upon request and without cost to such holder. After the full preferential liquidation amount has been paid to, or determined and set apart for, the Preferred Stock, the remaining assets shall be payable to the Common Stock. In the event the assets of the Corporation are insufficient to pay the full preferential liquidation amount required to be paid to each series of Preferred Stock, the assets of the Corporation shall be paid in accordance with subdivision (c)(l)(C) of this Article Fourth.

6

                    (D) No Conversion Rights. The shares of Series C shall not be convertible into any other class or series of capital stock of the Corporation.

                    (E) Redemption.

                              (i) Right to Redeem. The Corporation shall have the right, in its sole discretion, at any time, and in such manner as the Board of Directors shall determine, to redeem in whole or in part, any or all shares of Series C. If the Corporation elects to redeem some, but not all, shares of Series C, the Corporation shall redeem a pro-rata amount from each shareholder of Series C.

                              (ii) Mechanics of Redemption. The Corporation shall effect each such redemption by giving written notice of its election to redeem, at least twenty days in advance of the redemption date, to the holders of shares of Series C appearing in the Corporation’s register for the Series C. Such redemption notice shall indicate whether the Corporation will redeem all or part of the shares of Series C and the applicable redemption price. The Corporation may, in its sole and absolute discretion, specify that any particular redemption is contingent upon the happening of an event (the “Series C Triggering Event”), which the Corporation shall specify in such written redemption notice (a “Series C Contingent Redemption”). If the Corporation gives notice of a Series C Contingent Redemption and the Series C Triggering Event does not occur within 180 days of the date upon which the Corporation gave notice of the Series C Contingent Redemption, such redemption shall not be effected and the Corporation shall treat the Series C as though such notice of redemption had never been given. The Corporation shall be entitled to send a notice of redemption and begin the redemption procedures regardless of whether the Corporation has the full amount of the redemption price available on the date the redemption notice is sent to shareholders. The redemption price shall be paid to the holders of shares of Series C redeemed on the date fixed in the notice of redemption for said redemption, which with respect to a Series C Contingent Redemption may be a fixed number of days following the date upon which the Series C Triggering Event occurs; provided, however, that the Corporation shall not be obligated to deliver any portion of any such redemption price unless either the certificates evidencing the shares of Series C redeemed are delivered to the Corporation or its transfer agent for the Series C, if any, or the holder notifies the Corporation or such transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.

                              (iii) Redemption Price. The redemption price per share of Series C shall be $20.00 per share plus all accrued but unpaid dividends for such share.

                    (F) No Preemptive or Subscription Rights. No holder of shares of Series C shall be entitled to preemptive or subscription rights.

7

          (3) Series E 8.5% Convertible Cumulative Preferred Stock.

                    (A) Voting. The Series E shall not be entitled to vote except as otherwise may be provided by law.

                    (B) Dividends. The Series E shall be entitled to receive, out of funds legally available therefor, cumulative dividends at the quarterly rate of Forty Two and One-Half Cents ($0.425) per share, and no more, payable in arrears only when, as and if declared by the Board of Directors. Such dividends shall accrue (whether or not declared and whether or not funds are legally available for the payment thereof) from the issue date to the date of payment of such dividends. Such dividends shall be paid to the holders of the Series E in preference to any dividend which may be paid to holders of the Common Stock. After cumulative dividends on the Series B, Series C. Series E, Series H, Series I and Series J for all past dividend periods and for the then current year dividend period shall have been declared and paid or set apart, if the Board of Directors shall elect to declare additional dividends out of funds legally available therefor, such dividends may be declared on the Common Stock. Dividends shall be declared and paid equally on each share of Series E, adjusted, however, to accrue only from the date of issuance with respect to each such share. For purposes of determining the accrual of dividends on the Series E any dividends accrued but not paid on shares of Series E 8.5% Convertible Cumulative Preferred Stock (“MSGCA Series E”) of MSGCA which may be converted into shares of the Series E pursuant to the Merger Agreement on the date of such conversion shall be considered accrued and unpaid on the shares of Series E into which such shares of MSGCA Series E were converted.

                    (C) Liquidation and Dissolution. Upon the voluntary or involuntary liquidation, winding up or dissolution of the Corporation, out of the assets available for distribution to shareholders, each share of the Series E shall be entitled to receive, in preference to any payment on the Series G, Series K and Common Stock only, an amount equal to Twenty Dollars ($20.00) per share plus, for the Series E only, cumulative dividends as provided in subdivision (B) hereof accrued and unpaid to the date payment is made available to the Series E.A statement of which shall be provided to any holder of Series E upon request and without cost to such holder. After the full preferential liquidation amount has been paid to, or determined and set apart for, the Preferred Stock, the remaining assets shall be payable to the Common Stock. In the event the assets of the Corporation are insufficient to pay the full preferential liquidation amount required to be paid to each series of Preferred Stock, the assets of the Corporation shall be paid in accordance with subdivision (c)(1)(C) of this Article Fourth.

                    (D) Automatic Conversion. The shares of Series E shall automatically convert into Common Stock (the “Automatic Conversion”), without any advance notice to such holder, upon the closing (the “Effective Date”) (without considering any closing of any over allotment option) of an initial underwritten offering by the Corporation of its Common Stock under the Securities Act of 1933 with net proceeds to the Company of at least $25,000,000 (the “Public Offering”), into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Conversion Price by the initial public offering price per share (without

8

regard to underwriting discounts or commissions) in such Public Offering. With respect to the Series E, the Conversion Price shall be $20.00 per share plus all accrued but unpaid dividends. If the Corporation shall (i) declare a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares, (iii) combine or reclassify the outstanding Common Stock into a smaller number of shares or (iv) accomplish any of (i), (ii) or (iii) through a merger or other business combination (each of (i), (ii), (iii) and (iv) being an “Antidilution Event”) the Conversion Price, with respect to the Series E, in effect at the time of such Antidilution Event shall be proportionately adjusted if and as necessary so that the holder of any shares of Series E surrendered for conversion, in accordance with its terms, after such date shall be entitled to receive the number of shares of Common Stock which he would have owned or been entitled to receive had such shares of Series E been converted immediately prior to such date. Successive adjustments in the Conversion Price shall be made whenever any Antidilution Event shall occur. If in the Public Offering, the Common Stock shall be sold as part of units, the Board of Directors shall determine the public offering price per share of Common Stock.

                              (i) After such Automatic Conversion, the Company shall give all former holders of Series E a written notice (the “Series E Notice”) of the Automatic Conversion and where certificates that formerly represented shares of Series E may be surrendered for certificates representing shares of Common Stock. After the Series E Notice is sent, the Corporation shall, upon receipt of duly endorsed certificates for shares of Series E, promptly deliver to such holder, or to its nominee or nominees, a certificate or certificates for the number of full shares of Common Stock to which he shall be entitled as aforesaid. Conversion shall be deemed to have occurred upon the Effective Date, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such time.

                              (ii) No fractional shares of Common Stock shall be issued upon conversion of Series E. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of the Corporation’s Common Stock on the date of conversion, as determined in good faith by the Board of Directors.

                              (iii) The Corporation shall at all times reserve and keep available, out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Series E, the full number of shares of Common Stock deliverable upon the conversion of all shares of Series E from time to time outstanding. The Corporation shall from time to time in accordance with the laws of the State of Delaware, increase the authorized number of shares of Common Stock if the remaining unissued authorized shares of Common Stock shall not be sufficient to permit the conversion of all of the Series E at the time outstanding.

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                              (iv) Retirement of Series E Converted. No shares of Series E that have been converted shall ever again be reissued, and all such shares so converted shall, upon such conversion, be retired and cease to be part of the authorized shares of the Corporation.

                    (E) Redemption.

                              (i) Right to Redeem. The Corporation shall have the right, in its sole discretion, at any time, and in such manner as the Board of Directors shall determine, to redeem in whole or in part, any or all shares of Series E. If the Corporation elects to redeem some, but not all, shares of Series E, the Corporation shall redeem a pro-rata amount from each shareholder of Series E.

                              (ii) Mechanics of Redemption. The Corporation shall effect each such redemption by giving written notice of its election to redeem, at least twenty days advance of the redemption date, to the holders of shares of Series E appearing in the Corporation’s register for the Series E. Such redemption notice shall indicate whether the Corporation will redeem all or part of the shares of Series E and the applicable redemption price. The Corporation may, in its sole and absolute discretion, specify that any particular redemption is contingent upon the happening of an event (a “Series E Triggering Event”), which the Corporation shall specify in such written redemption notice (“Series E Contingent Redemption”). If the Corporation gives notice of a Series E Contingent Redemption and the Series E Triggering Event does not occur within 180 days of the date upon which the Corporation gave notice of the Series E Contingent Redemption, such redemption shall not be effected and the Corporation shall treat the Series E as though such notice of redemption had never been given. The Corporation shall be entitled to send a notice of redemption and begin the redemption procedures regardless of whether the Corporation has the full amount of the redemption price available on the date the redemption notice is sent to shareholders. The redemption price shall be paid to the holders of shares of Series E redeemed on the date fixed in the notice of redemption for said redemption, which with respect to a Series E Contingent Redemption may be a fixed number of days following the date upon which the Series E Triggering Event occurs; provided, however, that the Corporation shall not be obligated to deliver any portion of any such redemption price unless either the certificates evidencing the shares of Series E redeemed are delivered to the Corporation or its transfer agent for the Series E, if any, or the holder notifies the Corporation or such transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.

                              (iii) Redemption Price. The redemption price per share of Series E shall be Twenty Dollars ($20.00) per share plus all accrued but unpaid dividends for such share.

                              (iv) Mandatory Redemption. The Corporation must redeem each share of Series E on the tenth anniversary of the issuance of such share. For purposes of determining such tenth anniversary, shares of Series E shall be deemed to

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have been issued on the date of issuance of MSGCA Series E which may be converted into shares of the Series E pursuant to the Merger Agreement.

                    (F) No Preemptive or Subscription Rights. No holder of shares of Series E shall be entitled to preemptive or subscription rights.

          (4) Series G Preferred Stock.

                    (A) Voting. The Series G shall not be entitled to vote except as otherwise may be provided by law.

                    (B) Dividends. The Series G shall not be entitled to any dividends.

                    (C) Liquidation and Dissolution. Upon the voluntary or involuntary liquidation, winding up or dissolution of the Corporation, out of the assets available for distribution to shareholders, each share of the Series G shall be entitled to receive, in preference (the “Series G liquidation Preference”) to any payment on the Common Stock only, an amount initially equal, upon issuance, to the liquidation preference of each share of the Series G Convertible Preferred Stock of MSGCA (“MSGCA Series G”) immediately prior to the merger pursuant to the Merger Agreement, as stated in the books and records of the Corporation. A statement of which shall be provided to the holders of the Series G upon request and without cost to such holder; provided that upon each annual anniversary of the initial issuance of the MSGCA Series G, the Series G Liquidation Preference shall increase by Ten Cents ($0.10) per share. After the full preferential liquidation amount has been paid to, or determined and set apart for, the Preferred Stock, the remaining assets shall be payable to the Common Stock. In the event the assets of the Corporation are insufficient to pay the full preferential liquidation amount required to be paid to each series of Preferred Stock, the assets of the Corporation shall be paid in accordance with subdivision (c)(I)(C) of this Article Fourth.

                    (D) Conversion. The shares of Series G shall not be convertible into any other class or series of capital stock of the Corporation.

                     (E) Redemption.

                               (i) Right to Redeem. The Corporation shall have the right, in its sole discretion, at any time, and in such manner as the Board of Directors shall determine, to redeem in whole or in part, any or all shares of Series G. If the Corporation elects to redeem some, but not all, shares of Series G, the Corporation shall redeem a pro-rata amount from each shareholder of Series G.

                              (ii) Mechanics of Redemption. The Corporation shall effect each such redemption by giving written notice of its election to redeem, at least twenty days in advance of the redemption date, to the holders of shares of Series G appearing in the Corporation’s register for the Series G. Such redemption notice shall indicate whether the Corporation will redeem all or part of the shares of Series G and the

11

applicable redemption price. The Corporation may, in its sole and absolute discretion specify that any particular redemption is contingent upon the happening of an event (a “Series G Triggering Event”), which the Corporation shall specify in such written redemption notice (a “Series G contingent Redemption”). If the Corporation gives notice of a Series G Contingent Redemption and the Series G Triggering Event does not occur within 180 days of the date upon which the Corporation gave notice of the Series G Contingent Redemption, such redemption shall not be effected and the Corporation shall treat the Series G as though such notice of redemption had never been given. The Corporation shall be entitled to send a notice of redemption and begin the redemption procedures regardless of whether the Corporation has the full amount of the redemption price available on the date the redemption notice is sent to shareholders. The redemption price shall be paid to the holders of shares of Series G redeemed on the date fixed in the notice of redemption for said redemption, which with respect to a Series G Contingent Redemption may be a fixed number of days following the date upon which the Series G Triggering Event occurs; provided, however, that the Corporation shall not be obligated to deliver any portion of any such redemption price unless either the certificates evidencing the shares of Series G redeemed are delivered to the Corporation or its transfer agent for the Series G, if any, or the holder notifies the Corporation or such transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.

                              (iii) Redemption Price. The redemption price per share of Series G shall be the Series G Liquidation Preference.

                    (F) No Preemptive or Subscription Rights. No holder of shares of Series G shall be entitled to preemptive or subscription rights.

          (5) Series H 10% Convertible Cumulative Preferred Stock.

                    (A) Voting. Until the occurrence of a Public Offering the Series H shall not be entitled to vote except as otherwise may be provided by law. Immediately following the Effective Date, each share of the Series H shall entitle its holder to one vote per share of Common Stock into which such share of Series H would be converted if an Automatic H Conversion were then to occur, to the fullest extent permitted by law voting with the holders of the Common Stock as a single class on any and all matters submitted for a vote of the holders of the Corporation’s Common Stock, including the election of directors.

                    (B) Dividends. The Series H shall be entitled to receive, out of funds legally available therefor, cumulative dividends at the annual rate of One Dollar ($1.00) per share and no more, payable in arrears in quarterly installments commencing on the last day of the first full month of the first full calendar quarter after the issuance of the first share of Series H, payable only when, as and if declared by the Board of Directors. Such dividends shall accrue (whether or not declared and whether or not funds are legally available for payment thereof) from the issue date to the date of payment of such dividends. Such dividends shall be paid to the holders of Series H in

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preference to any dividend which may be paid to the holders of the Common Stock. After cumulative dividends on the Series B, Series C, Series E, Series H, Series I and Series J for all past dividend periods and for the then current year dividend period shall have been declared and paid or set apart, if the Board of Directors shall elect to declare additional dividends out of funds legally available therefor, such additional dividends may be declared on the Common Stock. Dividends shall be declared and paid equally on each share of Series H, adjusted, however, to accrue only from the date of issuance with respect to each, such share. Upon the Effective Date, cumulative dividends on the Series H shall cease to accrue, but holders of Series H shall be entitled to share on a pro rata basis in any dividends declared on the Common Stock on an as converted basis. For purposes of determining the accrual of dividends on the Series H any dividends accrued but not paid on shares of Series H 10% Convertible Cumulative Preferred Stock (“MSGCA Series H”) of MSGCA which may be converted into shares of the Series H pursuant to the Merger Agreement on the date of such conversion shall be considered accrued and unpaid on the shares of Series H into which such shares of MSGCA Series H were converted.

                    (C) Liquidation and Dissolution. Upon the voluntary or involuntary liquidation, winding up or dissolution of the Corporation, out of the assets available for distribution to shareholders, each share of the Series H shall be entitled to receive, in preference to any payment on the Series C, Series E, Series G, Series K and Common Stock, an amount equal to Ten Dollars ($10.00) per share plus cumulative dividends accrued but unpaid to the date payment is made available to the Series H. A statement of which shall be provided to any holder of Series H upon request and without cost to such holder. After the full preferential liquidation amount has been paid to, or determined and set apart for, the Preferred Stock, the remaining assets shall be payable to the Common Stock. In the event the assets of the Corporation are insufficient to pay the full preferential liquidation amount required to be paid to each series of Preferred Stock, the assets of the Corporation shall be paid in accordance with subdivision (c)(1)(C) of this Article Fourth. Upon the Effective Date, the Series H shall cease to have any liquidation preference and shall be Included with the Common Stock on an as converted basis with respect to any and all distributions upon liquidation, winding up or dissolution.

                    (D) Conversion. Each share of Series H shall automatically convert into Common Stock (the “Automatic H Conversion”), without any advance notice to the holder, at the close of business on the day six months and one day following the Effective Date, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Conversion Price by the initial price paid by the public to the underwriter(s) per share in the Public Offering. With respect to the Series H, the Conversion Price shall be $10.00 per share plus all accrued but unpaid dividends. If the Corporation shall consummate an Antidilution Event the Conversion Price, with respect to the Series H, in effect at the time of such Antidilution Event shall be proportionately adjusted if and as necessary so that the holder of any shares of Series H surrendered for conversion, in accordance with its terms, after such date shall be entitled to receive the number of shares of Common Stock which he would have owned or been entitled to receive had such shares of Series H been converted immediately prior to such date. Successive adjustments in the Conversion Price shall be made whenever any

13

Antidilution Event shall occur. If in the Public Offering, the Common Stock shall be sold as part of units, the Board of Directors shall determine the public offering price per share of the Common Stock.

                              (i) After such Automatic H Conversion, the Company shall give all former holders of Series H a written notice of the Automatic H Conversion and where certificates that formerly represented shares of Series H may be surrendered for certificates representing shares of Common Stock. After the notice is sent, the Corporation shall, upon receipt of duly endorsed certificates for shares of Series H, promptly deliver to such holder, or to its nominee or nominees, a certificate or certificates for the number of full shares of Common Stock to which it shall be entitled as aforesaid. Conversion shall be deemed to have occurred at the close of business on the day six months and one day after the Effective Date, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such time.

                              (ii) No fractional shares of Common Stock shall be issued upon conversion of Series H. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of the Corporation’s Common Stock on the date of conversion, as determined in good faith by the Board of Directors.

                              (iii) The Corporation shall at all times reserve and keep available, out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Series H, the full number of shares of Common Stock deliverable upon the conversion of all shares of Series H from time to time outstanding. The Corporation shall from time to time in accordance with the laws of the State of Delaware, increase the authorized number of shares of Common Stock if the remaining unissued authorized shares of Common Stock shall not be sufficient to permit the conversion of all of the Series H at the time outstanding.

                              (iv) Retirement of Series H Converted. No shares of Series H that have been converted shall ever again be reissued, and all such shares so converted shall, upon such conversion, be retired and cease to be a part of the authorized shares of the Corporation.

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                    (E) Redemption.

                               (i) Right to Redeem. The Corporation shall have the right, in its sole discretion, at any time prior to the Effective Date, and in such manner as the Board of Directors shall determine, to redeem in whole or in part, any or all shares of Series H. The Corporation shall not have the right to redeem shares of the Series H following the Effective Date. If the Corporation elects to redeem some, but not all, shares of Series H, the Corporation shall redeem a pro-rata amount from each shareholder of Series H.

                              (ii) Mechanics of Redemption. The Corporation shall effect each such redemption by giving written notice of its election to redeem, at least twenty days in advance of the redemption date, to the holders of shares of Series H appearing in the Corporation’s register for the Series H. Such redemption notice shall indicate whether the Corporation will redeem all or part of the shares of Series H and the applicable redemption price. The Corporation may, in its sole and absolute discretion specify that any particular redemption is contingent upon the happening of an event (the “Series H Triggering Event”), which the Corporation shall specify in such written redemption notice (a “Series H Contingent Redemption”). If the Corporation gives notice of a Series H Contingent Redemption and the Series H Triggering Event does not occur within 180 days of the date upon which the corporation gave notice of the Series H Contingent Redemption, such redemption shall not be effected, and the Corporation shall treat the Series H as though such notice of redemption had never been given. The Corporation shall be entitled to send a notice of redemption and begin the redemption procedures regardless of whether the Corporation has the full amount of the redemption price available on the date the redemption notice is sent to shareholders. The redemption price shall be paid to the holders of shares of Series H redeemed on the date fixed in the notice of redemption for said redemption, which with respect to a Series H Contingent Redemption may be a fixed number of days following the date upon which the Series H Triggering Event occurs; provided, however, that the Corporation shall not be obligated to deliver any portion of any such redemption price unless either the certificates evidencing the shares of Series H redeemed are delivered to the Corporation or its transfer agent for the Series H, if any, or the holder notifies the Corporation or such transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.

                              (iii) Redemption Price. The redemption price per share of Series H shall be Ten Dollars ($10.00) per share plus all accrued but unpaid dividends for such share.

                    (F) No Preemptive or Subscription Rights. No holder of shares of Series H shall be entitled to preemptive or subscription rights.

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          (6) Series I 10% Convertible Cumulative Preferred Stock.

                    (A) Voting. Until the occurrence of a Public Offering, the Series I shall not be entitled to vote except as otherwise may be provided by law. Immediately following the Effective Date, each share of Series I shall entitle its holder to one vote per share of Common Stock into which such share of Series I would be converted if an Automatic I Conversion were then to occur, to the fullest extent permitted by law voting with the holders of the Common Stock as a single class on any and all matters submitted for a vote of the holders of the Corporation’s Common Stock, including the election of directors.

                    (B) Dividends. The Series I shall be entitled to receive, out of funds legally available therefor, cumulative dividends at the annual rate of One Dollar ($1.00) per share and no more, payable in arrears in quarterly installments commencing on the last day of the first full month of the first full calendar quarter after the issuance of the first share of Series I, payable only when, as and if declared by the Board of Directors. Such dividends shall accrue (whether or not declared and whether or not funds are legally available for payment thereof) from the issue date to the date of payment of such dividends. Such dividends shall be paid to the holders of Series I in preference to any dividend which may be paid to the holders of the Common Stock. After cumulative dividends on the Series B, Series C, Series E, Series H, Series I and Series J for all past dividend periods and for the then current year dividend period shall have been declared and paid or set apart, if the Board of Directors shall elect to declare additional dividends out of funds legally available therefor, such additional dividends may be declared on the Common Stock. Dividends shall be declared and paid equally on each share of Series I, adjusted, however, to accrue only from the date of issuance with respect to each such share. Upon the Effective Date, cumulative dividends on the Series I shall cease to accrue, but holders of Series I shall be entitled to share on a pro rata basis in any dividends declared on the common Stock on an as converted basis. For purposes of determining the accrual of dividends on the Series I any dividends accrued but not paid on shares of Series I 10% Convertible Cumulative Preferred Stock (“MSGCA Series I”) of MSGCA which may be converted into shares of the Series I pursuant to the Merger Agreement on the date of such conversion shall be considered accrued and unpaid on the shares of Series I into which such shares of MSGCA Series I were converted.

                    (C) Liquidation and Dissolution. Upon the voluntary or involuntary liquidation, winding up or dissolution of the Corporation, out of the assets available for distribution to shareholders, each share of the Series I shall be entitled to receive, in preference to any payment on the Series C, Series E, Series G, Series K and Common Stock, an amount equal to Ten Dollars ($10.00) per share plus cumulative dividends accrued but unpaid to the date payment is made available to the Series I. A statement of such amount shall be provided to any holder of Series I upon request and without cost to such holder. After the full preferential liquidation amount has been paid to, or determined and set apart for, the Preferred Stock, the remaining assets shall be payable to the Common Stock. In the event the assets of the Corporation are insufficient to pay the full preferential liquidation amount required to be paid to each series of Preferred Stock, the assets of the Corporation shall be paid in accordance with

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subdivision (c)(1)(C) of this Article Fourth. Upon the Effective Date, the Series I shall cease to have any liquidation preference and shall be included with the Common Stock on an as converted basis with respect to any and all distributions upon liquidation, winding up or dissolution.

                    (D) Conversion. Each share of Series I shall automatically convert (the “Automatic I Conversion”), without any advance notice to the holder, at the close of business on the day six months and one day following the Effective Date, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Conversion Price by the “I IPO Price.” The I IPO Price shall be ninety-five percent (95%) of the initial price paid by the public to the underwriter(s) per share in such Public Offering. With respect to the Series I, the Conversion Price shall be Ten Dollars ($10.00) per share plus all accrued but unpaid dividends. If the Corporation shall consummate an Antidilution Event the Conversion Price, with respect to the Series I, in effect at the time of such Antidilution Event shall be proportionately adjusted if and as necessary so that the holder of any shares of Series I surrendered for conversion, in accordance with its terms, after such date shall be entitled to receive the number of shares of Common Stock which he would have owned or been entitled to receive had such shares of Series I been converted immediately prior to such date. Successive adjustments in the Conversion Price shall be made whenever any Antidilution Event shall occur. If in the Public Offering, the Common Stock shall be sold as part of units, the Board of Directors shall determine the public offering price per share of the Common Stock.

                               (i) After such Automatic I Conversion, the Company shall give all former holders of Series I a written notice of the Automatic I Conversion and where certificates that formerly represented shares of Series I may be surrendered for certificates representing shares of Common Stock. After the notice is sent, the Corporation shall, upon receipt of duly endorsed certificates for shares of Series I, promptly deliver to such holder, or to its nominee or nominees, a certificate or certificates for the number of full shares of Common Stock to which he shall be entitled as aforesaid. Conversion shall be deemed to have occurred at the close of business on the day six months and one day after the Effective Date, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder holders of such shares of Common Stock as of such time.

                              (ii) No fractional shares of Common Stock shall be issued upon conversion of Series I. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of the Corporation’s Common Stock on the date of conversion, as determined in good faith by the Board of Directors.

                               (iii) The Corporation shall at all times reserve and keep available, out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Series I, the full number of shares of Common Stock deliverable upon the conversion of all shares of Series I from time to time outstanding. The Corporation shall from time to time in accordance with the laws of the

17

State of Delaware, increase the authorized number of shares of Common Stock if the remaining unissued authorized shares of Common Stock shall not be sufficient to permit the conversion of all of the Series I at the time outstanding.

                              (iv) Retirement of Series I Converted. No shares of Series I that have been converted shall ever again be reissued, and all such shares so converted shall, upon such conversion, be retired and cease to be a part of the authorized shares of the Corporation.

                    (E) Redemption.

                              (i) Right to Redeem. The Corporation shall have the right, in its sole discretion, at any time prior to the Effective Date, and in such manner as the Bond of Directors shall determine, to redeem in whole or in part, any or all shares of Series I. The Corporation shall not have the right to redeem shares of the Series I following the Effective Date. If the Corporation elects to redeem some, but not all, shares of Series I, the Corporation shall redeem a pro-rata amount from each shareholder of Series I.

                              (ii) Mechanics of Redemption. The Corporation shall effect each such redemption by giving written notice of its election to redeem, at least twenty days in advance of the redemption date, to the holders of shares of Series I appearing in the Corporation’s register for the Series I. Such redemption notice shall indicate whether the Corporation will redeem all or part of the shares of Series I and the applicable redemption price. The Corporation may, in its sole and absolute discretion specify that any particular redemption is contingent upon the happening of an event (the “Series I Triggering Event”), which the Corporation shall specify in such written redemption notice (a “Series I Contingent Redemption”). If the Corporation gives notice of a Series I Contingent Redemption and the Series I Triggering Event does not occur within 180 days of the date upon which the Corporation gave notice of the Series I Contingent Redemption, such redemption shall not be effected and the Corporation shall treat the Series I as though such notice of redemption had never been given. The Corporation shall be entitled to send a notice of redemption and begin the redemption procedures regardless of whether the Corporation has the full amount of the redemption price available on the date the redemption notice is sent to shareholders. The redemption price shall be paid to the holders of shares of Series I redeemed on the date fixed in the notice of redemption for said redemption, which with respect to a Series I Contingent Redemption may be a fixed number of days following the date upon which the Series I Triggering Event occurs; provided, however, that the Corporation shall not be obligated to deliver any portion of any such redemption price unless either the certificates evidencing the shares of Series I redeemed are delivered to the Corporation or its transfer agent for the Series I, if any, or the holder notifies the Corporation or such transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.

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                               (iii) Redemption Price. The redemption price per share of Series I shall be Tea Dollars ($10.00) per share plus all accrued but unpaid dividends for such share.

                    (F) No Preemptive or Subscription Rights. No holder of shares of Series I shall be entitled to preemptive or subscription rights.

          (7) Series J 10% Convertible Cumulative Preferred Stock.

                    (A) Voting. Until the occurrence of a Public Offering, the Series J shall not be entitled to vote except as otherwise may be provided by law. Immediately following the Effective Date, each share of Series J shall entitle its holder to one vote per share of Common Stock into which such share of Series J would be converted if an Automatic J Conversion were then to occur, to the fullest extent permitted by law voting with the holders of the Common Stock as a single class on any and all matters submitted for a vote of the holders of the Corporation’s Common Stock, including the election of directors.

                    (B) Dividends. The Series J shall be entitled to receive, out of funds legally available therefor, cumulative dividends at the annual rate of One Dollar ($1.00) per share and no more, payable in arrears in quarterly installments commencing on the last day of the first full month of the first full calendar quarter after the issuance of the first share of Series J, payable only when, as and if declared by the Board of Directors. Such dividends shall accrue (whether or not declared and whether or not funds are legally available for payment thereof) from the issue date to the date of payment of such dividends. Such dividends shall be paid to the holders of Series J in preference to any dividend which may be paid to the holders of the Common Stock. After cumulative dividends on the Series B, Series C, Series E, Series H, Series I and Series J for all past dividend periods and for the then current year dividend period shall have been declared and paid or set apart, if the Board of Directors shall elect to declare additional dividends out of funds legally available therefor, such additional dividends may be declared on the Common Stock. Dividends shall be declared and paid equally on each share of Series J, adjusted, however, to accrue only from the date of issuance with respect to each such share. Upon the Effective Date, cumulative dividends on the Series J shall cease to accrue, but holders of Series J shall be entitled to share on a pro rata basis in any dividends declared on the Common Stock on an as converted basis. For purposes of determining the accrual of dividends on the Series J any dividends accrued but not paid on shares of Series J 10% Convertible Cumulative Preferred Stock (“MSGCA Series J”) of MSGCA which may be converted into shares of the Series J pursuant to the Merger Agreement on the date of such conversion shall be considered accrued and unpaid on the shares of Series J into which such shares of MSGCA Series J were converted.

                    (C) Liquidation and Dissolution. Upon the voluntary or involuntary liquidation, winding up or dissolution of the Corporation, out of the assets available for distribution to shareholders, each share of the Series J shall be entitled to receive, in preference to any payment on the Series C, Series E, Series G, Series K and

19

Common Stock, an amount equal to Ten Dollars ($10.00) per share plus cumulative dividends accrued but unpaid to the date payment is made available to the Series J. A statement of such amount shall be provided to any holder of Series J upon request and without cost to such holder. After the full preferential liquidation amount has been paid to, or determined and set apart for, the Preferred Stock, the remaining assets shall be payable to the Common Stock. In the event the assets of the Corporation are insufficient to pay the full preferential liquidation amount required to be paid to each series of Preferred Stock, the assets of the Corporation shall be paid in accordance with subdivision (c)(1)(C) of this Article Fourth. Upon the Effective Date, the Series J shall cease to have any liquidation preference and shall be included with the Common Stock on an as converted basis with respect to any and all distributions upon liquidation, winding up or dissolution.

                    (D) Conversion. Each share of Series J shall automatically convert (the “Automatic J Conversion”), without any advance notice to the holder, at the close of business on the day six months and one day following the Effective Date, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Conversion Price by the “J IPO Price”. The J IPO Price shall be eighty-five percent (85%) of the initial price paid by the public to the underwriter(s) per share in such Public Offering. With respect to the shares of Series J, the Conversion Price shall be Ten Dollars ($ 10.00) per share plus all accrued but unpaid dividends on the Series J. If the Corporation shall consummate an Antidilution Event the Conversion Price, with respect to the Series J, in effect at the time of such Antidilution Event shall be proportionately adjusted if and as necessary so that the holder of any shares of Series J surrendered for conversion, in accordance with its terms, after such date shall be entitled to receive the number of shares of Common Stock which he would have owned or been entitled to receive had such shares of Series J been converted immediately prior to such date. Successive adjustments in the Conversion Price shall be made whenever any Antidilution Event shall occur. If in the Public Offering, the Common Stock shall be sold as part of units, the Board of Directors shall determine the public offering price per share of the Common Stock.

                              (i) After such Automatic J Conversion, the Company shall give all former holders of Series J a written notice of the Automatic J Conversion and where certificates that formerly represented shares of Series J may be surrendered for certificates representing shares of Common Stock. After the notice is sent, the Corporation shall, upon receipt of duly endorsed certificates for shares of Series J, promptly deliver to such holder, or to its nominee or nominees, a certificate or certificates for the number of full shares of Common Stock to which he shall be entitled as aforesaid. Conversion shall be deemed to have occurred at the dose of business on the day six months and one day after the Effective Date, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such time.

                              (ii) No fractional shares of Common Stock shall be issued upon conversion of Series J. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to the product of such

20

fraction multiplied by the fair market value of one share of the Corporation’s Common Stock on the date of conversion, as determined in good faith by the Board of Directors.

                              (iii) The Corporation shall at all times reserve and keep available, out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Series J, the full number of shares of Common Stock deliverable upon the convention of all shares of Series J from time to time outstanding. The Corporation shall from time to time in accordance with the laws of the State of Delaware, increase the authorized number of shares of Common Stock if the remaining unissued authorized shares of Common Stock shall not be sufficient to permit the conversion of all of the Series J at the time outstanding.

                              (iv) Retirement of Series J Converted. No shares of Series J that have been converted shall ever again be reissued, and all such shares so converted shall, upon such conversion, be retired and cease to be a part of the authorized shares of the Corporation.

                    (E) Redemption.

                               (i) Right to Redeem. The Corporation shall have the right, in its sole discretion, at any time prior to the Effective Date, and in such manner as the Board of Directors shall determine, to redeem in whole or in part, any or all shares of Series J. The Corporation shall not have the right to redeem shares of the Series J following the Effective Date. If the Corporation elects to redeem some, but not all, shares of Series J, the Corporation shall redeem a pro-rata amount from each shareholder of Series J.

                               (ii) Mechanics of Redemption. The Corporation shall effect each such redemption by giving written notice of its election to redeem, at least twenty days in advance of the redemption date, to the holders of shares of Series J appearing in the Corporation’s register for the Series J. Such redemption notice shall indicate whether the Corporation will redeem all or part of the shares of Series J and the applicable redemption price. The Corporation may, in its sole and absolute discretion, specify that any particular redemption is contingent upon the happening of an event (the “Series J Triggering Event”) which the Corporation shall specify in such written redemption notice (a “Series J Contingent Redemption”). If the Corporation gives notice of a Series J Contingent Redemption and the Series J Trigger Event does not occur within 180 days of the date upon which the Corporation gave notice of the Series J Contingent Redemption, such redemption shall not be effected and the Corporation shall treat the Series J as though such notice of redemption had never been given. The Corporation shall be entitled to send a notice of redemption and begin the redemption procedures regardless of whether the Corporation has the full amount of the redemption price available on the date the redemption notice is sent to shareholders. The redemption price shall be paid to the holders of shares of Series J redeemed on the date fixed in the notice of redemption for said redemption, which with respect to a Series J Contingent Redemption may be a fixed number of days following the date upon which the Series J Triggering Event occurs; provided, however, that the Corporation shall not be obligated to deliver any portion of any

21

such redemption price unless either the certificates evidencing the shares of Series J redeemed are delivered to the Corporation or its transfer agent for the Series J, if any, or the holder notifies the Corporation or such transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.

                              (iii) Redemption Price. The redemption price per share of Series J shall be Ten Dollars ($10.00) per share plus all accrued but unpaid dividends for such share.

                    (F) No Preemptive or Subscription Rights. No holder of shares of Series J shall be entitled to preemptive or subscription rights.

          (8) Series K Convertible Preferred Stock.

                    (A) Voting. Until the occurrence of a Public Offering, the Series K shall not be entitled to vote except as otherwise may be provided by law. Immediately following the Effective Date, each share of the Series K shall entitle its holder to one vote per share of Common Stock into which such share of Series K would be converted if an Automatic K Conversion were then to occur, to the fullest extent permitted by law voting with the holders of the Common Stock as a single class on any and all matters submitted for a vote of the holders of the Corporation’s Common Stock, including the election of directors.

                    (B) Dividends. The Series K shall not be entitled to any dividends.

                    (C) Liquidation and Dissolution. Upon the voluntary or involuntary liquidation, winding up or dissolution of the Corporation, out of the assets available for distribution to shareholders, each share of the Series K shall be entitled to receive, in preference (the “Series K Liquidation Preference”) to any payment on the Common Stock only, an amount initially equal, upon issuance, to the liquidation preference of the Series K Convertible Preferred Stock of MSGCA (the “MSGCA Series K”) immediately prior to the merger pursuant to me Merger Agreement, as stated in the books and records of the Corporation, a statement of such amount shall be provided to the holders of the Series K upon request and without cost to such holder, provided that upon each annual anniversary of the initial issuance of MSGCA Series K, the Series K Liquidation Preference shall increase by Ten Cents ($0.10) per share. After the full preferential liquidation amount has been paid to, or determined and set apart for, the Preferred Stock, the remaining assets shall be payable to the Common Stock. In the event the assets of the Corporation are insufficient to pay the full preferential liquidation amount required to be paid to each series of Preferred Stock, the assets of the Corporation shall be paid in accordance with subdivision (c)(1)(C) of this Article Fourth. Upon the Effective Date, the Series K shall cease to have any liquidation preference and shall be included with the Common Stock on an as converted basis with respect to any and all distributions upon liquidation, winding up or dissolution.

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                    (D) Conversion. Each share of Series K shall automatically convert (the “Automatic K Conversion”), without any advance notice to the holder, at the close of business on the day six months and one day following the Effective Date, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series K Conversion Price (as defined below) by the initial public offering price per share (without regard to underwriting discounts or commissions) in such Public Offering. The “Series K Conversion Price” shall be the Series K Liquidation Preference. If the Corporation shall consummate an Antidilution Event the Series K Conversion Price in effect at the time of such Antidilution Event shall be proportionately adjusted if and as necessary so that the holder of any shares of Series K surrendered for conversion, in accordance with its terms, after such date shall be entitled to receive the number of shares of Common Stock which he would have owned or been entitled to receive had such shares of Series K been converted immediately prior to such date. Successive adjustments in the Conversion Price shall be made whenever any Antidilution Event shall occur. If in the Public Offering, the Common Stock shall be sold as part of units, the Board of Directors shall determine the public offering price per share of Common Stock.

                              (i) After such Automatic K Conversion, the Company shall give all former holders of Series K a written notice (the “Series K Notice”) of the Automatic K Conversion and where certificates that formerly represented shares of Series K may be surrendered for certificates representing shares of Common Stock. After the Series K Notice is sent, the Corporation shall, upon receipt of duly endorsed certificates for shares of Series K, promptly deliver to such holder, or to its nominee or nominees, a certificate or certificates for the number of full shares of Common Stock to which he shall be entitled as aforesaid. Conversion shall be deemed to have occurred at the close of business on the day six months and one day after the Effective Date, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such time.

                              (ii) No fractional shares of Common Stock shall be issued upon conversion of Series K. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of the Corporation’s Common Stock on the date of conversion, as determined in good faith by the Board of Directors.

                              (iii) The Corporation shall at all times reserve and keep available, out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Series K, the full number of shares of Common Stock deliverable upon the conversion of all shares of Series K from time to time outstanding. The Corporation shall from time to time in accordance with the laws of the State of Delaware, increase the authorized number of shares of Common Stock if the remaining unissued authorized shares of Common Stock shall not be sufficient to permit the conversion of all of the Series K at the time outstanding.

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                              (iv) Retirement of Series K Converted. No shares of Series K that have been converted shall ever again be reissued, and all such shares so converted shall, upon such conversion, to be retired and cease to be a part of the authorized shares of the Corporation.

                    (E) Redemption.

                              (i) Right to Redeem. The Corporation shall have the right, in its sole discretion, at any time prior to the Effective Date, and in such manner as the Board of Directors shall determine, to redeem in whole or in part, any or all shares of Series K. The Corporation shall not have the right to redeem shares of the Series K following the Effective Date. If the Corporation elects to redeem some, but not all, shares of Series K, the Corporation shall redeem a pro-rata amount from each shareholder of Series K.

                              (ii) Mechanics of Redemption. The Corporation shall effect each such redemption by giving written notice of its election to redeem, at least twenty days in advance of the redemption date, to the holders of shares of Series K appearing in the Corporation’s register for the Series K. Such redemption notice shall indicate whether the Corporation will redeem all or part of the shares of Series K and the applicable redemption price. The Corporation may, in its sole and absolute discretion, specify that any particular redemption is contingent upon the happening of an event (the “Series K Triggering Event”), which the Corporation shall specify in such written redemption notice (the “Series K Contingent Redemption”). If the Corporation gives notice of a Series K Contingent Redemption and the a Series K Triggering Event does not occur within 180 days of the date upon which the Corporation gave notice of the Series K Contingent Redemption, such redemption shall not be effected and the Corporation shall treat the Series K as though such notice of redemption had never been given. The Corporation shall be entitled to send a notice of redemption and begin the redemption procedures regardless of whether the Corporation has the full amount of the redemption price available on the date the redemption notice is sent to shareholders. The redemption price shall be paid to the holder of shares of Series K redeemed on the date fixed in the notice of redemption for said redemption, which with respect to a Series K Contingent Redemption may be a fixed number of days following the date upon which the Series K Triggering Event occurs; provided, however, that the Corporation shall not be obligated to deliver any portion of any such redemption price unless either the certificates evidencing the shares of Series K redeemed are delivered to the Corporation or its transfer agent for the Series K, if any, or the holder notifies the Corporation or such transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.

                              (iii) Redemption Price. The redemption price per share of Series K shall be the Series K Liquidation Preference.

                    (F) No Preemptive or Subscription Rights. No holder of shares of Series K shall be entitled to preemptive or subscription rights.

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          (d) Power to Sell and Purchase Shares. Subject to the requirements of applicable law, the Corporation shall have the power to issue and sell all or any part of any shares of any class or series of stock herein or hereafter authorized to such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not greater consideration could be received upon the issue or sale of the same number of shares of another class or series, and as otherwise permitted by law. Subject to the requirements of applicable law, the Corporation shall have the power to purchase any shares of any class or series of stock herein or hereafter authorized from such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not less consideration could be paid upon the purchase of the same number of shares of another class or series, and as otherwise permitted by law.

          FIFTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

          (a) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

          (b) The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-laws of the Corporation. Election of the directors need not be by written ballot unless the By-laws so provide.

          (c) A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Subject to the terms of any one or more classes or series of Preferred Stock, any vacancy on the Board of Directors may be filled by a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor.

          (d) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Restated Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

          SIXTH: No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the GCL as the same exists or may hereafter be amended. If the GCL is amended hereafter to authorize the further elimination or limitation of the liability of directors, then

25

the liability of a director of the Corporation shall be eliminated or limited to the fullest extent authorized by the GCL, as so amended. Any repeal or modification of this Article SIXTH shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

          SEVENTH: The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors. The right to indemnification conferred by this Article SEVENTH shall include the right, subject to delivery of any undertaking required by the GCL, to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding (other than a proceeding (or part thereof) (besides one (or part thereof) to enforce rights to indemnification) initiated by such person that was not authorized or consented to by the Board of Directors) in advance of its final disposition, as permitted by law.

          The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article SEVENTH to directors and officers of the Corporation.

          The rights to indemnification and to the advancement of expenses conferred in this Article SEVENTH shall not be exclusive of any other right which any person may have or hereafter acquire under this Restated Certificate of Incorporation, the By-laws of the Corporation, any statute, agreement, vote of stockholders or disinterested directors or otherwise.

          Any repeal or modification of this Article SEVENTH shall not adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

          EIGHTH: Any action required or permitted to be taken by the stockholders of the Corporation may be effected at a duly called annual or special meeting of stockholders of the Corporation or by consent in writing to the taking of any action.

          NINTH: Meetings of stockholders may be held within or without me State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at

26

such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

          TENTH: In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board of Directors shall have the power to adopt, amend, alter or repeal the Corporation’s By-Laws. The affirmative vote of at least a majority of the entire Board of Directors shall be required to adopt, amend, alter or repeal the Corporation’s By-Laws. The Corporation’s By-Laws also may be adopted, amended, altered or repealed by the affirmative vote of the holders of more than fifty percent (50%) of the voting power of the shares entitled to vote at an election of directors.

          ELEVENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation in the manner now or hereafter prescribed in this Restated Certificate of Incorporation, the Corporation’s By-Laws or the GCL, and all rights herein conferred upon stockholders are granted subject to such reservation; provided, however, that, notwithstanding any other provision of this Restated Certificate of Incorporation (and in addition to any other vote that may be required by law), the affirmative vote of the holders of more than fifty percent (50%) of the voting power of the shares entitled to vote at an election of directors shall be required to amend, alter, change or repeal, or to adopt any provision as part of this Restated Certificate of Incorporation inconsistent with the purpose and intent of Articles FIFTH, EIGHTH and TENTH of this Restated Certificate of Incorporation or this Article ELEVENTH.

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EX-3.2

Exhibit 3.2

BY-LAWS

of

MOBILE SERVICES GROUP, INC.

A Delaware Corporation

Effective April 5, 2002

TABLE OF CONTENTS

			PAGE
ARTICLE I	OFFICES		1
Section 1.		Registered Office	1
Section 2.		Other Offices	1
ARTICLE II	MEETINGS OF STOCKHOLDERS		1
Section 1.		Place of Meetings	1
Section 2.		Annual Meetings	1
Section 3.		Special Meetings	1
Section 4.		Quorum	2
Section 5.		Proxies	2
Section 6.		Voting	3
Section 7.		Nature of Business at Meetings of Stockholders	3
Section 8.		List of Stockholders Entitled to Vote	4
Section 9.		Stock Ledger	4
Section 10.		Record Date	4
Section 11.		Inspectors of Election	5
ARTICLE III	DIRECTORS		5
Section 1.		Number and Election of Directors	5
Section 2.		Nomination of Directors	5
Section 3.		Vacancies	7
Section 4.		Duties and Powers	7
Section 5.		Organization	7
Section 6.		Resignations and Removals of Directors	7
Section 7.		Meetings	7
Section 8.		Quorum	8
Section 9.		Actions of Board	8
Section 10.		Meetings by Means of Conference Telephone	8
Section 11.		Committees	8
Section 12.		Compensation	9
Section 13.		Interested Directors	9
ARTICLE IV	OFFICERS		9
Section 1.		General	9
Section 2.		Election	9
Section 3.		Voting Securities Owned by the Corporation	10
Section 4.		Chairman of the Board of Directors	10
Section 5.		President	10
Section 6.		Vice Presidents	11
Section 7.		Secretary	11
Section 8.		Treasurer	11
Section 9.		Assistant Secretaries	12

			PAGE
Section 10.		Assistant Treasurers	12
Section 11.		Other Officers	12
ARTICLE V	STOCK		12
Section 1.		Form of Certificates.	12
Section 2.		Signatures	12
Section 3.		Lost, Destroyed, Stolen or Mutilated Certificates	13
Section 4.		Transfers	13
Section 5.		Transfer and Registry Agents	13
Section 6.		Beneficial Owners	13
ARTICLE VI	NOTICES		13
Section 1.		Notices	14
Section 2.		Waivers of Notice	14
ARTICLE VII	GENERAL PROVISIONS		14
Section 1.		Dividends	14
Section 2.		Disbursements	14
Section 3.		Fiscal Year	15
Section 4.		Corporate Seal	15
ARTICLE VIII	INDEMNIFICATION		15
Section 1.		Power to Indemnify in Actions, Suits or Proceedings
		Other than Those by or in the Right of the Corporation	15
Section 2.		Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation	15
Section 3.		Authorization of Indemnification	16
Section 4.		Good Faith Defined	16
Section 5.		Indemnification by a Court	16
Section 6.		Expenses Payable in Advance	17
Section 7.		Nonexclusivity of Indemnification and Advancement of Expenses	17
Section 8.		Insurance	17
Section 9.		Certain Definitions	17
Section 10.		Survival of Indemnification and Advancement of Expenses	18
Section 11.		Limitation on Indemnification	18
Section 12.		Indemnification of Employees and Agents	18
ARTICLE IX	AMENDMENTS		18
Section 1.		Amendments	18
Section 2.		Entire Board of Directors	19

ii

BY-LAWS

OF

OF MOBILE SERVICES GROUP, INC.

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

                    Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

                    Section 2. Other Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

                    Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

                    Section 2. Annual Meetings. The annual meetings of stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect directors, and transact such other business as may properly be brought before the meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

                    Section 3. Special Meetings. Unless otherwise prescribed by law or by the certificate of incorporation of the Corporation, as amended and restated from time to time (the “Certificate of Incorporation”), special meetings of stockholders, for any purpose or purposes, may be called by either (i) the Chairman of the Board of Directors, (ii) the President, or (iii) the Board of Directors. Such request shall state the purpose or purposes of the proposed meeting. At a special meeting of the stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or

purposes for which the meeting is called shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

                    Section 4. Quorum. Except as otherwise required by law or by the Certificate of Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting not less than ten nor more than sixty days before the date of the meeting.

                    Section 5. Proxies. Any stockholder entitled to vote may do so in person or by his or her proxy appointed by an instrument in writing subscribed by such stockholder or by his or her attorney thereunto authorized, delivered to the Secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years from its date, unless said proxy provides for a longer period. Without limiting the manner in which a stockholder may authorize another person or persons to act for him or her as proxy, either of the following shall constitute a valid means by which a stockholder may grant such authority:

                         (1) A stockholder may execute a writing authorizing another person or persons to act for him or her as proxy. Execution may be accomplished by the stockholder or his or her authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

                         (2) A stockholder may authorize another person or persons to act for him or her as proxy by transmitting or authorizing the transmission of a telegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram or other electronic transmission was authorized by the stockholder.

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Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

                    Section 6. Voting. At all meetings of the stockholders at which a quorum is present, except as otherwise required by law, the Certificate of Incorporation or these By-Laws, any question brought before any meeting of stockholders shall be decided by the affirmative vote of the holders of a majority of the total number of votes of the capital stock present in person or represented by proxy and entitled to vote on such question, voting as a single class. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.

                    Section 7. Nature of Business at Meetings of Stockholders. No business may be transacted at an annual meeting of stockholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any stockholder of the Company (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 7 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 7.

                    In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Company.

                    To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs.

                    To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such stockholder, (iv) a

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description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

                    No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 7, provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 7 shall be deemed to preclude discussion by any stockholder of any such business. If the Chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

                    Section 8. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

                    Section 9. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 8 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

                    Section 10. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall not be more than sixty nor less than ten days before the date of such meeting; and (2) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which

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notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (2) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

                    Section 11. Inspectors of Election. In advance of any meeting of stockholders, the Board by resolution or the Chairman or President shall appoint one or more inspectors of election to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is present, ready and willing to act at a meeting of stockholders, the Chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law.

ARTICLE III

DIRECTORS

                    Section 1. Number and Election of Directors. The Board of Directors shall consist of not less than one (1) nor more than eleven (11) members, the exact number of which shall be determined from time to time by resolution adopted by the Board of Directors. Except as provided in Section 3 of this Article III, directors shall be elected by the stockholders at the annual meetings of stockholders, and each director so elected shall hold office until such director’s successor is duly elected and qualified, or until such director’s death, or until such director’s earlier resignation or removal. Directors need not be stockholders.

                    Section 2. Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company, except as may be otherwise provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Company (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2 and on the

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record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 2.

                    In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Company.

                    To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company (a) in the case of an annual meeting, not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

                    To be in proper written form, a stockholder’s notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

                    No person shall be eligible for election as a director of the Company unless nominated in accordance with the procedures set forth in this Section 2. If the Chairman of the meeting determines that a nomination was not made in accordance with

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the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

                    Section 3. Vacancies. Subject to the terms of any one or more classes or series of preferred stock, any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board of Directors may be filled by a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director. Notwithstanding the foregoing, whenever the holders of any one or more class or classes or series of preferred stock of the Corporation shall have the right, voting separately as a class, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the Certificate of Incorporation.

                    Section 4. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

                    Section 5. Organization. At each meeting of the Board of Directors, the Chairman of the Board of Directors, or, in his or her absence, a director chosen by a majority of the directors present, shall act as Chairman. The Secretary of the Corporation shall act as Secretary at each meeting of the Board of Directors. In case the Secretary shall be absent from any meeting of the Board of Directors, an Assistant Secretary shall perform the duties of Secretary at such meeting; and in the absence from any such meeting of the Secretary and all the Assistant Secretaries, the Chairman of the meeting may appoint any person to act as Secretary of the meeting.

                    Section 6. Resignations and Removals of Directors. Any director of the Corporation may resign at any time, by giving written notice to the Chairman of the Board of Directors, the President or the Secretary of the Corporation. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Except as otherwise required by law and subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any director or the entire Board of Directors may be removed from office at any time, but only for cause, and only by the affirmative vote of the holders of at least a majority in voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors.

                    Section 7. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held at such time and at such place as may from time to time be determined by the Board of Directors and, unless required by resolution of the Board of Directors, without notice. Special meetings of the Board of

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Directors may be called by the Chairman of the Board of Directors, the Vice Chairman, if there be one, or a majority of the directors then in office. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, facsimile or telegram on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

                    Section 8. Quorum. Except as may be otherwise required by law, the Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

                    Section 9. Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

                    Section 10. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 10 shall constitute presence in person at such meeting.

                    Section 11. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required.

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                    Section 12. Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary, or such other emoluments as the Board of Directors shall from time to time determine. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

                    Section 13. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because such person’s or their votes are counted for such purpose if (i) the material facts as to such person’s or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to such person’s or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

                    Section 1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, may also choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

                    Section 2. Election. The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such

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duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

                    Section 3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

                    Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. Except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these By-Laws or by the Board of Directors.

                    Section 5. President. The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the President. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and the Board of Directors. The President shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these By-Laws or by the Board of Directors.

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                    Section 6. Vice Presidents. At the request of the President or in his or her absence or in the event of his or her inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

                    Section 7. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

                    Section 8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of

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whatever kind in the Treasurer’s possession or under control of the Treasurer belonging to the Corporation.

                    Section 9. Assistant Secretaries. Except as may be otherwise provided in these By-Laws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of his or her disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

                    Section 10. Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of the Treasurer’s disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Assistant Treasurer and for the restoration to the Corporation, in case of the Assistant Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Assistant Treasurer’s possession or under control of the Assistant Treasurer belonging to the Corporation.

                    Section 11. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V

STOCK

                    Section 1. Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation, (i) by the Chairman of the Board of Directors, the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by such holder of stock in the Corporation.

                    Section 2. Signatures. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the

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Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

                    Section 3. Lost, Destroyed, Stolen or Mutilated Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such person’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

                    Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-Laws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; provided, however, that such surrender and endorsement or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. Every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

                    Section 5. Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors.

                    Section 6. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VI

NOTICES

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                    Section 1. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, facsimile, telex or cable.

                    Section 2. Waivers of Notice.

                              (a) Whenever any notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed, by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting, present by person or represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

                               (b) Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation or these By-Laws.

ARTICLE VII

GENERAL PROVISIONS

                    Section 1. Dividends. Subject to the requirements of the GCL and the provisions of the Certificate of Incorporation, dividends upon the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors, and may be paid in cash, in property, or in shares of the Corporation’s capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness of the Corporation, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any other proper purpose, and the Board of Directors may modify or abolish any such reserve.

                    Section 2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from tune to time designate.

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                    Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

                    Section 4. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

                    Section 1. Power to Indemnify in Actions, Suits or Proceedings Other than Those by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

                    Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been

15

adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

                    Section 3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

                    Section 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his or her conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or 2 of this Article VIII, as the case may be.

                    Section 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of

16

the director or officer is proper in the circumstances because such person has met the applicable standards of conduct set forth in Section 1 or 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

                    Section 6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII.

                    Section 7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation or any By-Law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 1 and 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the GCL, or otherwise.

                    Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VIII.

                    Section 9. Certain Definitions. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or

17

was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

                    Section 10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

                    Section 11. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 hereof), the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

                    Section 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX

AMENDMENTS

                    Section 1. Amendments. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the Board of Directors or by the stockholders as provided in the Certificate of Incorporation.

18

                    Section 2. Entire Board of Directors. As used in this Article IX and in these By-Laws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

19

EX-3.3

Exhibit 3.3

ASSISTANT SECRETARY’S CERTIFICATE OF AMENDMENT OF BYLAWS
OF
MOBILE SERVICES GROUP, INC., a Delaware corporation

          I, the undersigned, do hereby certify:

          1. That I am the duly elected and acting Assistant Secretary of Mobile Services Group, Inc., a Delaware corporation (the “Company”).

          2. That the Amendment to the Bylaws attached hereto as Exhibit A was adopted by the directors of the Company at a duly noticed meeting of the board of directors on April 13, 2004.

          IN WITNESS WHEREOF, I have hereunto subscribed my name this 3^rd day of August, 2004.

Christopher A. Wilson

Assistant Secretary

Exhibit A
to
Assistant Secretary’s Certificate of Amendment of Bylaws

“Section 12. Stockholder Action by Written Consent Without a Meeting. Any action which may be taken at any annual or special meeting of stockholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.”

2

EX-3.4

Exhibit 3.4

	PAGE 1
The First State

          I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “MOBILE STORAGE GROUP, INC.”, FILED IN THIS OFFICE ON THE TWENTIETH DAY OF FEBRUARY, A.D. 2004, AT 7:10 O’CLOCK P.M.

          A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		Harriet Smith Windsor, Secretary of State
		AUTHENTICATION:   2950457
3768960     8100
040123760		DATE: 02-25-04

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:10 PM 02/20/2004

FIELD 07:10 PM 02/20/2004

SRV 040123760 - 3768960 FILE

CERTIFICATE OF INCORPORATION

OF

MOBILE STORAGE GROUP, INC.

                    FIRST: The name of the Corporation is Mobile Storage Group, Inc. (hereinafter the “Corporation”).

                    SECOND: The address of the registered office of the Corporation the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is Corporation Service Company.

                    THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “GCL”).

                    FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 100 of which the Corporation shall have authority to issue 100 shares of Common Stock, each having a par value of one-tenth of a cent ($0.001).

                    FIFTH: The name and mailing address of the Sole Incorporator is as follows:

Name	Address
Christopher A. Wilson	7590 North Glenoaks Boulevard
	Burbank, California 91504

                    SIXTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

                     (1) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

                     (2) The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

                     (3) The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide.

                     (4) No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article SIXTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts of omissions occurring prior to such repeal or modification.

                     (5) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

                    SEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

                    EIGHTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

                    I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the GCL, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 20^th day of February, 2004.

Christopher A. Wilson

Sole Incorporator

2

EX-3.5

Exhibit 3.5

BY-LAWS

of

MOBILE STORAGE GROUP, INC.

A Delaware Corporation

Effective February 20, 2004

TABLE OF CONTENTS

		PAGE
ARTICLE I OFFICES		1
Section 1.	Registered Office	1
Section 2.	Other Offices	1
ARTICLE II MEETINGS OF STOCKHOLDERS		1
Section 1.	Place of Meetings	1
Section 2.	Annual Meetings	1
Section 3.	Special Meetings	1
Section 4.	Quorum	2
Section 5.	Proxies	2
Section 6.	Voting	3
Section 7.	Nature of Business at Meetings of Stockholders	3
Section 8.	List of Stockholders Entitled to Vote	4
Section 9.	Stock Ledger	4
Section 10.	Record Date	4
Section 11.	Inspectors of Election	5
ARTICLE III DIRECTORS		6
Section 1.	Number and Election of Directors	6
Section 2.	Nomination of Directors	6
Section 3.	Vacancies	7
Section 4.	Duties and Powers	7
Section 5.	Organization	8
Section 6.	Resignations and Removals of Directors	8
Section 7.	Meetings	8
Section 8.	Quorum	8
Section 9.	Actions of Board	8
Section 10.	Meetings by Means of Conference Telephone	9
Section 11.	Committees	9
Section 12.	Compensation	9
Section 13.	Interested Directors	9
ARTICLE IV OFFICERS		10
Section 1.	General	10
Section 2.	Election	10
Section 3.	Voting Securities Owned by the Corporation	10
Section 4.	Chairman of the Board of Directors	11
Section 5.	President	11
Section 6.	Vice Presidents	11
Section 7.	Secretary	11
Section 8.	Treasurer	12
Section 9.	Assistant Secretaries	12

		PAGE
Section 10.	Assistant Treasurers	12
Section 11.	Other Officers	13
ARTICLE V STOCK		13
Section 1.	Form of Certificates	13
Section 2.	Signatures	13
Section 3.	Lost Destroyed, Stolen or Mutilated Certificates	13
Section 4.	Transfers	13
Section 5.	Transfer and Registry Agents	14
Section 6.	Beneficial Owners	14
ARTICLE VI NOTICES		14
Section 1.	Notices	14
Section 2.	Waivers of Notice	14
ARTICLE VII GENERAL PROVISIONS		15
Section 1.	Dividends	15
Section 2.	Disbursements	15
Section 3.	Fiscal Year	15
Section 4.	Corporate Seal	15
ARTICLE VIII INDEMNIFICATION		15
Section 1.	Power to Indemnify in Actions, Suits or Proceedings Other than Those by or in the Right of the Corporation	15
Section 2.	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation	16
Section 3.	Authorization of Indemnification	16
Section 4.	Good Faith Defined	17
Section 5.	Indemnification by a Court	17
Section 6.	Expenses Payable in Advance	17
Section 7.	Nonexclusivity of Indemnification and Advancement of Expenses	18
Section 8.	Insurance	18
Section 9.	Certain Definitions	18
Section 10.	Survival of Indemnification and Advancement of Expenses	18
Section 11.	Limitation on Indemnification	19
Section 12.	Indemnification of Employees and Agents	19
ARTICLE IX AMENDMENTS		19
Section 1.	Amendments	19
Section 2.	Entire Board of Directors	19

ii

BY-LAWS

OF

MOBILE STORAGE GROUP, INC.

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

                    Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

                    Section 2. Other Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

                    Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

                    Section 2. Annual Meetings. The annual meetings of stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect directors, and transact such other business as may properly be brought before the meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

                    Section 3. Special Meetings. Unless otherwise prescribed by law or by the certificate of incorporation of the Corporation, as amended and restated from time to time (the “Certificate of Incorporation”), special meetings of stockholders, for any purpose or purposes, may be called by either (i) the Chairman of the Board of Directors, (ii) the President, or (iii) the Board of Directors. Such request shall state the purpose or purposes of the proposed meeting. At a special meeting of the stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or

purposes for which the meeting is called shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

                    Section 4. Quorum. Except as otherwise required by law or by the Certificate of Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting not less than ten nor more than sixty days before the date of the meeting.

                    Section 5. Proxies. Any stockholder entitled to vote may do so in person or by his or her proxy appointed by an instrument in writing subscribed by such stockholder or by his or her attorney thereunto authorized, delivered to the Secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years from its date, unless said proxy provides for a longer period. Without limiting the manner in which a stockholder may authorize another person or persons to act for him or her as proxy, either of the following shall constitute a valid means by which a stockholder may grant such authority:

                    (1) A stockholder may execute a writing authorizing another person or persons to act for him or her as proxy. Execution may be accomplished by the stockholder or his or her authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

                    (2) A stockholder may authorize another person or persons to act for him or her as proxy by transmitting or authorizing the transmission of a telegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram or other electronic transmission was authorized by the stockholder.

Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

                    Section 6. Voting. At all meetings of the stockholders at which a quorum is present, except as otherwise required by law, the Certificate of Incorporation or these By-Laws, any question brought before any meeting of stockholders shall be decided by the affirmative vote of the holders of a majority of the total number of votes of the capital stock present in person or represented by proxy and entitled to vote on such question, voting as a single class. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.

                    Section 7. Nature of Business at Meetings of Stockholders. No business may be transacted at an annual meeting of stockholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any stockholder of the Company (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 7 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 7.

                    In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Company.

                    To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs.

                    To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such stockholder, (iv) a

description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

                    No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 7, provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 7 shall be deemed to preclude discussion by any stockholder of any such business. If the Chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

                    Section 8. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

                    Section 9. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 8 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

                    Section 10. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall not be more than sixty nor less than ten days before the date of such meeting; and (2) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which

notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (2) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

                    Section 11. Inspectors of Election. In advance of any meeting of stockholders, the Board by resolution or the Chairman or President shall appoint one or more inspectors of election to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is present, ready and willing to act at a meeting of stockholders, the Chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law.

ARTICLE III

DIRECTORS

                    Section 1. Number and Election of Directors. The Board of Directors shall consist of not less than one (1) nor more than eleven (11) members, the exact number of which shall be determined from time to time by resolution adopted by the Board of Directors. Except as provided in Section 3 of this Article III, directors shall be elected by the stockholders at the annual meetings of stockholders, and each director so elected shall hold office until such director’s successor is duly elected and qualified, or until such director’s death, or until such director’s earlier resignation or removal. Directors need not be stockholders.

                    Section 2. Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company, except as may be otherwise provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Company (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2 and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 2.

                    In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Company.

                    To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company (a) in the case of an annual meeting, not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

                    To be in proper written form, a stockholder’s notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

                    No person shall be eligible for election as a director of the Company unless nominated in accordance with the procedures set forth in this Section 2. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

                    Section 3. Vacancies. Subject to the terms of any one or more classes or series of preferred stock, any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board of Directors may be filled by a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director. Notwithstanding the foregoing, whenever the holders of any one or more class or classes or series of preferred stock of the Corporation shall have the right, voting separately as a class, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the Certificate of Incorporation.

                    Section 4. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

                    Section 5. Organization. At each meeting of the Board of Directors, the Chairman of the Board of Directors, or, in his or her absence, a director chosen by a majority of the directors present, shall act as Chairman. The Secretary of the Corporation shall act as Secretary at each meeting of the Board of Directors. In case the Secretary shall be absent from any meeting of the Board of Directors, an Assistant Secretary shall perform the duties of Secretary at such meeting; and in the absence from any such meeting of the Secretary and all the Assistant Secretaries, the Chairman of the meeting may appoint any person to act as Secretary of the meeting.

                    Section 6. Resignations and Removals of Directors. Any director of the Corporation may resign at any time, by giving written notice to the Chairman of the Board of Directors, the President or the Secretary of the Corporation. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Except as otherwise required by law and subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any director or the entire Board of Directors may be removed from office at any time, but only for cause, and only by the affirmative vote of the holders of at least a majority in voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors.

                    Section 7. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held at such time and at such place as may from time to time be determined by the Board of Directors and, unless required by resolution of the Board of Directors, without notice. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, the Vice Chairman, if there be one, or a majority of the directors then in office. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, facsimile or telegram on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

                    Section 8. Quorum. Except as may be otherwise required by law, the Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

                    Section 9. Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case

may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

                    Section 10. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 10 shall constitute presence in person at such meeting.

                    Section 11. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required.

                    Section 12. Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary, or such other emoluments as the Board of Directors shall from time to time determine. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

                    Section 13. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because such person’s or their votes are counted for such purpose if (i) the material facts as to such person’s or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(ii) the material facts as to such person’s or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

                    Section 1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, may also choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

                    Section 2. Election. The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

                    Section 3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

                    Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. The Chairman of the Board of Directors shall be the Chief Executive Officer of the Corporation, and except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these By-Laws or by the Board of Directors.

                    Section 5. President. The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the President. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and the Board of Directors. [If there be no Chairman of the Board of Directors,] the President shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these By-Laws or by the Board of Directors.

                    Section 6. Vice Presidents. At the request of the President or in his or her absence or in the event of his or her inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

                    Section 7. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of

Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

                    Section 8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under control of the Treasurer belonging to the Corporation.

                    Section 9. Assistant Secretaries. Except as may be otherwise provided in these By-Laws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of his or her disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

                    Section 10. Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of the Treasurer’s disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such

sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Assistant Treasurer and for the restoration to the Corporation, in case of the Assistant Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Assistant Treasurer’s possession or under control of the Assistant Treasurer belonging to the Corporation.

                    Section 11. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V

STOCK

                    Section 1. Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation, (i) by the Chairman of the Board of Directors, the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by such holder of stock in the Corporation.

                    Section 2. Signatures. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

                    Section 3. Lost, Destroyed, Stolen or Mutilated Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such person’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

                    Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-Laws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by such

person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; provided, however, that such surrender and endorsement or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. Every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

                    Section 5. Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors.

                    Section 6. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VI

NOTICES

                    Section 1. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, facsimile, telex or cable.

                    Section 2. Waivers of Notice.

                              (a) Whenever any notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed, by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting, present by person or represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends the

meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

                              (b) Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation or these By-Laws.

ARTICLE VII

GENERAL PROVISIONS

                    Section 1. Dividends. Subject to the requirements of the GCL and the provisions of the Certificate of Incorporation, dividends upon the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors, and may be paid in cash, in property, or in shares of the Corporation’s capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness of the Corporation, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any other proper purpose, and the Board of Directors may modify or abolish any such reserve.

                    Section 2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

                    Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

                    Section 4. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

                    Section 1. Power to Indemnify in Actions, Suits or Proceedings Other than Those by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the

right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

                    Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

                    Section 3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including

attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

                    Section 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his or her conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or 2 of this Article VIII, as the case may be.

                    Section 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standards of conduct set forth in Section 1 or 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

                    Section 6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII.

                    Section 7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation or any By-Law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 1 and 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the GCL, or otherwise.

                    Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VIII.

                    Section 9. Certain Definitions. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

                    Section 10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to,

this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

                    Section 11.. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 hereof), the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

                    Section 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX

AMENDMENTS

                    Section 1. Amendments. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the Board of Directors or by the stockholders as provided in the Certificate of Incorporation.

                    Section 2. Entire Board of Directors. As used in this Article IX and in these By-Laws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

SECRETARY’S CERTIFICATE OF ADOPTION OF BYLAWS

OF

MOBILE STORAGE GROUP, INC., a Delaware corporation

                    I, the undersigned, do hereby certify:

                    1. That I am the duly elected and acting Assistant Secretary of Mobile Storage Group, Inc., a Delaware corporation.

                    2. That the foregoing Bylaws constitute the Bylaws of said corporation as adopted by the directors of said corporation by unanimous written consent on February 20, 2004.

                    3. That the foregoing Bylaws were also adopted by the shareholders of said corporation by unanimous written consent on February 20, 2004.

                    IN WITNESS WHEREOF, I have hereunto subscribed my name this 27^th day of May, 2004.

Christopher A. Wilson

Assistant Secretary

EX-3.6

Exhibit 3.6

State of California
Secretary of State

          I, BRUCE McPHERSON, Secretary of State of the State of California, hereby certify:

          That the attached transcript of 2 page(s) was prepared by and in this office from the record on file, of which it purports to be a copy, and that it is full, true and correct.

	IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of
	DEC 10 2005
	BRUCE McPHERSON                          Secretary of State

Sec/State Form CE-108 (REV 03/31/05)

FILED
In the office of the Secretary of State
of the State of California

SEP 30 2002

BILL JONES, Secretary of State

ARTICLES OF INCORPORATION

OF

A BETTER MOBILE STORAGE COMPANY

I

                    The name of this corporation is A Better Mobile Storage Company.

II

                    The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

                    The name of the corporation’s initial agent for service of process within the State of California is Christopher A. Wilson, 7590 North Glenoaks Boulevard, Burbank, California 91504.

IV

                    This corporation is authorized to issue one class of shares of stock designated “Common Stock”. The total number of shares of Common Stock which this corporation is authorized to issue is One Thousand (1,000).

V

                    The personal liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law, as the same exists when this Article V becomes effective and to such greater extent as California law may thereafter permit.

VI

                    The corporation is authorized to indemnify any agent (as hereinafter defined) to the maximum and broadest extent permitted by California law, as the same

exists when this Article VI becomes effective and to such greater extent as California law may thereafter permit, if and to the extent such agent becomes entitled to indemnification by bylaw, agreement, vote of shareholders or disinterested directors or otherwise. This authorization includes, without limitation, the authority to indemnify any agent in excess of that otherwise expressly permitted by Section 317 of the California Corporations Code as to action in an official capacity and as to action in another capacity while holding such office for breach of duty to the corporation and its shareholders, provided, however, that the corporation is not authorized to indemnify any agent for any acts or omissions from which a director may not be relieved of liability as set forth in the exceptions to paragraph (10) of Section 204(a) of the California Corporations Code or as to circumstances in which indemnity is expressly prohibited by Section 317 of the California Corporations Code. When used in this Article VI, “agent” shall have the meaning assigned to this term in Section 317 of the California Corporations Code. Each reference in this Article VI to a provision of the California Corporations Code shall mean that provision when this Article VI becomes effective and as the same may be amended thereafter from time to time, but only to the extent that such amendment would broaden or increase the scope or magnitude of permissible indemnification.

Dated: September 25, 2002
	Christophar A. Wilson, Incorporator

EX-3.7

Exhibit 3.7

BYLAWS

OF

A BETTER MOBILE STORAGE COMPANY

(a California corporation)

ARTICLE I

OFFICES

          1.1. PRINCIPAL OFFICES. The board of directors shall fix the location of the principal and executive offices of the corporation at any place within or outside the State of California. The board of directors is hereby granted full power and authority to change the location of the principal executive office of the corporation from one location to another, If the principal executive office is located outside the State of California, and the corporation has one (1) or more business offices in the State of California, the board of directors shall likewise fix and designate a principal business office in the State of California.

          1.2. OTHER OFFICES. The board of directors may at any time establish branch or subordinate offices at any place or places.

ARTICLE II

MEETINGS OF SHAREHOLDERS

          2.1. PLACE OF MEETINGS. Meetings of shareholders shall be held at any place within or outside the State of California designated by the board of directors. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the corporation or at any place consented to in writing by all persons entitled to vote at such meeting, given before or after the meeting and filed with the secretary of the corporation.

          2.2. ANNUAL MEETINGS OF SHAREHOLDERS. The annual meeting of shareholders shall be held each year on a date and at a time designated by the board of directors. At each annual meeting, directors shall be elected and any other proper business may be transacted.

          2.3. SPECIAL MEETINGS. A special meeting of the shareholders may be called at any time, subject to the provisions of Sections 4 and 5 of this Article II, by the board of directors, the chairman of the board, the president or the holders of shares entitled to cast not less than ten percent (10%) of the votes at the meeting or such additional persons as provided in the articles of incorporation or in these Bylaws.

          If a special meeting is called by anyone other than the board of directors or the president or the chairman of the board, then the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by other written communication to the chairman of the board, the president, any vice president or the secretary of the corporation. The officer receiving the request forthwith shall cause notice to be given to the shareholders entitled to vote, in accordance with the provisions

2

of Sections 4 and 5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting so long as that time is not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after the receipt of the request, then the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the board of directors may be held.

          2.4. NOTICE OF SHAREHOLDERS’ MEETINGS. Ail notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.5 of these Bylaws not less than ten (10) (or, if sent by third-class mail pursuant to Section 2.5 of these Bylaws, not less than thirty (30)) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of the mailing of the notice, intends to present for action by the shareholders, but subject to the provisions of the next paragraph of this Section 2.4, any proper matter may be presented at the meeting for such action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by the board of directors for election.

          If action is proposed to be taken at any shareholders’ meeting for approval of (i) a contract or transaction between the corporation and one or more of its directors, or between the corporation and any corporation, firm or association in which one or more of its directors has a material financial interest, pursuant to Section 310 of the General Corporation Law of California (the “GCL”), (ii) an amendment to the articles of incorporation, pursuant to Section 902 of the GCL, (iii) a reorganization of the corporation, pursuant to Section 1201 of the GCL, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of the GCL or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares pursuant to Section 2007 of the GCL, such approval, other than unanimous approval by those entitled to vote, shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting or in any written waiver of notice.

          2.5. MANNER OF GIVING NOTICE. Notice of any meeting of shareholders (or any report referenced in Article VI of these Bylaws) shall be given in writing either personally or by first-class mail, or, if the corporation has outstanding shares held of record by five hundred (500) or more persons (determined as provided in Section 605 of the GCL) on the record date for the shareholders’ meeting, notice may be sent by third-class mail, or other means of written communication, addressed to the shareholder at the address of such shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice; or, if no such address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. Such notice (or any

3

report referenced in Article VI of these Bylaws) shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication.

          An affidavit of the mailing or other means of giving any notice (or any report referenced in Article VI of these Bylaws) in accordance of the provisions of this Section 2.5, executed by the secretary, assistant secretary or any transfer agent of the corporation giving such notice, shall be prima facie evidence of the giving of the notice or report.

          If any notice (or any report referenced in Article VI of these Bylaws) addressed to a shareholder at the address of such shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at such address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand of the shareholder at the principal executive office of the corporation for a period of one (1) year from the date of the giving of such notice or report to all other shareholders.

          2.6. QUORUM. Unless otherwise provided in the articles of incorporation, the presence in person or by proxy of the holders of a majority of the shares entitled to vote shall constitute a quorum at a meeting of the shareholders, but in no event shall a quorum consist of less than one-third of the shares entitled to vote at the meeting. Except as provided in the immediately succeeding sentence, the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the GCL or the articles of incorporation. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented either in person or by proxy, but no other business may be transacted, except as provided in the immediately preceding sentence.

          2.7. ADJOURNED MEETING AND NOTICE THEREOF. Any shareholders’ meeting, whether annual or special, and whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at such meeting, either in person or by proxy. When any shareholders’ meeting, whether annual or special, is adjourned to another time or place, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the

4

original meeting. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. Notice of any such adjourned meeting, if required, shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.4 and 2.5.

          2.8. VOTING. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 2.11, subject to the provisions of Chapter 7 of the GCL. Elections for directors and voting on any other matter at a shareholders’ meeting need not be by ballot unless a shareholder demands election by ballot at the meeting and before the voting begins. Except as provided in the last paragraph of this Section 2.8, or as may be otherwise provided in the articles of incorporation, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote of the shareholders.

          Any shareholder entitled to vote on any matter may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, other than elections to office, but, if the shareholder fails to specify the number of shares such shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares such shareholder is entitled to vote.

          At a shareholders’ meeting involving the election of directors, no shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principle among any or all of the candidates as the shareholder thinks fit) for any candidate or candidates unless such candidate or candidates names have been placed in nomination prior to the voting and the shareholder has given notice at such meeting prior to the voting of the shareholder’s intention to cumulate the shareholder’s votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination. The candidates receiving the highest number of affirmative votes of the shares entitled to be voted for them, up to the number of directors to be elected, shall be elected; votes against a candidate and votes withheld shall have no legal effect.

          2.9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions of any meeting of the shareholders, whether annual or special, however called and noticed, and wherever held, are as valid as though they had been taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. Neither the business to be transacted at nor the purpose of any meeting of the shareholders, whether annual or special, need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof, unless otherwise provided for in the articles of incorporation or these Bylaws, except as provided in the second

5

paragraph of Section 2.4 of these Bylaws. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

          Attendance of a person at a meeting constitutes a waiver of notice of and presence at such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; provided, that attendance at a meeting shall not constitute a waiver of any right to object to the consideration of matters required by the GCL to be included in the notice of such meeting but not so included, if such objection is expressly made at the meeting.

          2.10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors; provided, however, that the shareholders may elect a director at any time to fill any vacancy not filled by the directors and not created by the removal of such director, by written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors.

          All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder’s proxy holders, or a transferee of the shares, or a personal representative of the shareholder, or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

          If the consents of all shareholders entitled to vote have not been solicited in writing, the secretary shall give prompt notice to those shareholders entitled to vote who have not consented in writing of the taking of any corporate action approved by shareholders without a meeting by less than unanimous written consent. Such notice shall be given in accordance with Section 2.5 of these Bylaws. In the case of approval of (i) contracts or transactions between the corporation and one or more of its directors, or between the corporation and any corporation, firm or association in which one or more of its directors has a material financial interest, pursuant to Section 310 of the GCL, (ii) indemnification of agents of the corporation, pursuant to Section 317 of the GCL, (iii) a reorganization of the corporation, pursuant to Section 1201 of the GCL or (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the GCL, such notice shall be given at least ten (10) days before the consummation of the action authorized by such approval, unless the consents of all shareholders entitled to vote have been solicited in writing.

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          2.11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING CONSENTS. In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days before any other action. Shareholders at the close of business on the record date are entitled to notice and to vote, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the GCL, the articles of incorporation or by agreement.

          A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting, but the board of directors shall fix a new record date if the meeting is adjourned for more than forty-five (45) days from the date set for the original meeting.

          If the board of directors does not so fix a record date:

          (a) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

          (b) The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the board of directors has been taken, shall be the day on which the first written consent is given.

          (c) The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when prior action by the board of directors has been taken, shall be at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

          The record date for any other purpose shall be as provided in Section 7.1 of these Bylaws.

          2.12. PROXIES. Every person entitled to vote shares shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation. A proxy shall be deemed to be signed if the shareholder’s name or other authorization is placed on the proxy (whether by manual signature, typewriting, telegraphic or electronic transmission or otherwise) by the shareholder or the shareholder’s attorney in fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect until revoked by the person executing it prior to the vote pursuant thereto, except as otherwise provided in this Section 2.12. Such revocation may be effected by a writing

7

delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by the person executing the prior proxy and presented to the meeting, or as to any meeting by attendance at such meeting and voting in person by the person executing the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which they are mailed. A proxy is not revoked by the death or incapacity of the maker unless before the vote is counted, written notice of such death or incapacity is received by the corporation. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the GCL.

          2.13. INSPECTORS OF ELECTION. In advance of any meeting of shareholders the board of directors may appoint inspectors of election to act at the meeting and any adjournment thereof. If such inspectors are not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of the meeting of shareholders may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election (or persons to replace those who fail to appear or refuse to act) at the meeting. The number of inspectors shall be either one (1) or three (3). If appointed at a meeting on the request of one (1) or more shareholders or proxies, the majority of shares represented in person or by proxy shall determine whether one (1) or three (3) inspectors are to be appointed. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all.

          The inspectors of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies, receive votes, ballots or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine when the polls shall close, determine the result and do such acts as may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

          3.1. POWERS. Subject to the provisions of the GCL and any limitations in the articles of incorporation and these Bylaws relating to action required to be approved by the shareholders or by the outstanding shares, or by a less than majority vote of a class or series of preferred shares (if so provided in accordance with Section 402.5 of the GCL), the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors. The board may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person provided that the business and

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affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board of directors.

          3.2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of directors of the corporation shall be One (1). Such fixed number of directors or a fixed board to a variable board or vice-versa, may be changed only by a duly adopted amendment to the articles of incorporation or to these Bylaws by the affirmative vote or written consent of the holders of a majority of the outstanding shares entitled to vote (including separate class votes, if so required by the GCL or the articles of incorporation); provided, however, that a Bylaw or amendment to the articles of incorporation reducing the fixed number or the minimum number of directors to a number less than five cannot be adopted if the votes cast against its adoption at a meeting or the shares not consenting in the case of action by written consent are equal to more than 16-2/3% of the outstanding shares entitled to vote thereon.

          No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

          3.3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified, except in the case of the death, resignation or removal of such director.

          3.4. VACANCIES AND RESIGNATION. A vacancy or vacancies in the board of directors shall be deemed to exist in the case of the death, resignation, or removal of any director, or if the authorized number of directors is increased (by the board of directors or shareholders), or if the board of directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be elected at that meeting.

          Unless otherwise provided in the articles of incorporation, vacancies on the board of directors, except for a vacancy created by the removal of a director, may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (i) the unanimous written consent of the directors then in office, (ii) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Section 307 of the GCL or (iii) a sole remaining director. Unless the articles of incorporation or a Bylaw adopted by the shareholders provide that the board of directors may fill vacancies occurring in the board of directors by reason of the removal of directors, such vacancies may be filled only by approval of the shareholders.

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          The shareholders may elect a director at any time to fill any vacancy not filled by the directors. Any such election by written consent other than to fill a vacancy created by removal requires the consent of a majority of the outstanding shares entitled to vote thereon. A director may not be elected by written consent to fill a vacancy created by removal except by unanimous written consent of all shares entitled to vote for the election of directors.

          Any director may resign effective upon giving written notice to the chairman of the board, the president, the secretary or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation of a director is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

          3.5. REMOVAL. (a) Any or all of the directors may be removed from office without cause if the removal is approved by the outstanding shares, subject to the following: (i) no director may be removed (unless the entire board is removed) when the votes cast against removal, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast (or, if the action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected; and (ii) when by the provisions of the articles of incorporation the holders of the shares of any class or series, voting as a class or series, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the holders of the shares of that class or series.

          (b) Any reduction of the authorized number of directors or amendment reducing the number of classes of directors does not remove any director prior to the expiration of the director’s term of office.

          (c) Except as provided in this Section 3.5 and Sections 302 and 304 of the GCL, a director may not be removed prior to the expiration of the director’s term of office.

          3.6. PLACE OF MEETINGS AND TELEPHONIC MEETINGS. Regular meetings of the board of directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the board of directors. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board of directors shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the corporation.

          Members of the board of directors may participate in a meeting through use of conference telephone, electronic video screen equipment or other communications equipment. Participation in a meeting pursuant to this Section 3.6 constitutes presence in person at that meeting if all of the following apply: (i) each member participating in the

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meeting can communicate with all of the other members concurrently, (ii) each member is provided the means of participating in all matters before the board, including the capacity to propose, or to interpose an objection, to a specific action to be taken by the corporation and (iii) the corporation adopts and implements some means of verifying both of the following: (A) a person communicating by telephone, electronic video screen or other communications equipment is a director entitled to participate in the board meeting; and (B) all statements, questions, actions or votes were made by that director and not by another person not permitted to participate as a director.

          3.7. REGULAR MEETINGS. Regular meetings of the board of directors may be held without notice if the time and place of the meetings are fixed by the board of directors or these Bylaws.

          3.8. SPECIAL MEETINGS; NOTICE. Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board or the president or any vice president or the secretary or any two directors. Special meetings of the board of directors shall be held upon four (4) days’ notice by mail or forty-eight (48) hours’ notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail or other electronic means.

          3.9. WAIVER OF NOTICE. Notice of a meeting need not be given to a director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to that director. These waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. A notice, or waiver of notice, need not specify the purpose of any regular or special meeting of the board of directors.

          3.10. QUORUM. A majority of the authorized number of directors constitutes a quorum of the board of directors for the transaction of business, except to adjourn as provided by Section 3.11 of these Bylaws, An act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, subject to the provisions of Section 310 of the GCL (approval of contracts in which a director has a direct or indirect material financial interest) and Section 317(e) of the GCL (indemnification of agents of the corporation). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

          3.11. ADJOURNMENT. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of adjournment.

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          3.12. ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the board may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action. The written consent or consents shall be filed with the minutes of the proceedings of the board of directors. The action by written consent shall have the same force and effect as a unanimous vote of the directors.

          3.13. FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the board of directors. This Section 3.13 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services.

          3.14. COMMITTEES. The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board of directors. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any such committee, to the extent provided in the resolution of the board of directors, shall have the authority of the board of directors, except with respect to:

           (i) the approval of any action which, under the GCL, also requires shareholders’ approval or the approval of the outstanding shares;

          (ii) the filling of vacancies on the board of directors or on any committee;

          (iii) the fixing of compensation of the directors for serving on the board or on any committee;

          (iv) the amendment or repeal of these Bylaws or the adoption of new Bylaws;

          (v) the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable;

          (vi) a distribution, except at a rate, in a periodic amount or within a price range set Forth in the articles of incorporation or determined by the board of directors; and

          (vii) the appointment of other committees of the board of directors or the members thereof.

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          Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these Bylaws, with such changes in the context of these Bylaws as is necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the board of directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

          3.15. APPROVAL OF LOANS TO OFFICERS. If these Bylaws have been approved by a majority of the corporation’s shareholders entitled to act thereon in accordance with the GCL, the corporation may, upon the approval of the Board of Directors alone, make loans of money or property to, or guarantee the obligations of, any officer of the corporation or of its parent, if any, whether or not a director, or adopt an employee benefit plan or plans authorizing such loans or guarantees; provided, that (i) the Board of Directors determines that such a loan or guaranty or plan may reasonably be expected to benefit the corporation, (ii) the corporation has outstanding shares held of record by 100 or more persons (determined as provided in Section 605 of the GCL) on the date of the approval by the Board of Directors and (iii) the approval of the Board of Directors is by a vote sufficient without counting the vote of any interested director or directors. Notwithstanding the foregoing, the corporation shall have the power to make loans permitted by the GCL.

ARTICLE IV

OFFICERS

          4.1. OFFICERS. The corporation shall have a chairman of the board or a president or both, a secretary, a chief financial officer and such other officers with such titles and duties as shall be determined by the board of directors and as may be necessary to enable it to sign instruments and share certificates. The president, or if there is no president the chairman of the board, is the general manager and chief executive officer of the corporation, unless otherwise provided in the articles of incorporation or these Bylaws. Any number of offices may be held by the same person unless the articles of incorporation or these Bylaws provide otherwise. The board of directors may appoint, or may empower the chairman of the board or the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the board of directors may from time to time determine.

          4.2. ELECTION OF OFFICERS. Except as otherwise provided by the articles of incorporation or these Bylaws, officers shall be chosen by the board of

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directors and serve at the pleasure of the board of directors, subject to the rights, if any, of an officer under contract of employment.

          4.3. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an officer under any contract of employment, all officers serve at the pleasure of the board of directors and any officer may be removed, either with or without cause, by the board of directors at any regular or special meeting of the board of directors or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice, and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.

          4.4. VACANCIES IN OFFICES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to such offices.

          4.5. CHAIRMAN OF THE BOARD. The chairman of the board of directors, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned by the board of directors or prescribed by these Bylaws. If there is no president, the chairman of the board of directors shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 4.6 of these Bylaws.

          4.6. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation, and shall, subject to the control of the board of directors, have general supervision, direction and control of the business and the officers of the corporation. The president shall preside at all meetings of shareholders and, in the absence or nonexistence of the chairman of the board, at all meetings of the board of directors. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or these Bylaws.

          4.7. VICE PRESIDENTS. In the absence or disability of the president (or chairman of the board, if there is no office of president), the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of

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directors or these Bylaws, the president or the chairman of the board, if there is no president.

          4.8. SECRETARY. The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the board of directors may order, a book of minutes of all meetings and actions of directors, committees of directors and shareholders, with the time and place of each meeting, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors’ and committee meetings, the number of shares present or represented at shareholders’ meetings and the proceedings thereof.

          The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation’s transfer agent or registrar, if either be appointed and as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

          The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required by these Bylaws or by the GCL to be given, and shall keep the seal of the corporation, if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by these Bylaws.

          4.9. CHIEF FINANCIAL OFFICER. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall be open at all reasonable time to inspection by any director.

          The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors. The chief financial officer shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president (or chairman of the board, if there is no president) and directors, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or these Bylaws.

          4.10 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairman of the board, the president, any vice president, the chief financial officer, the secretary or assistant secretary of this corporation, or any other person authorized by the board of directors or the president or a vice president, is authorized to vote, represent and exercise on behalf of this corporation all rights incident

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to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER AGENTS

          5.1. INDEMNIFICATION OF DIRECTORS. The corporation shall, to the maximum extent and in the manner permitted by the GCL, indemnify each of its directors against expenses (as defined in Section 317(a) of the GCL), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the GCL), arising by reason of the fact that such person is or was a director of the corporation. For purposes of this Article V, a “director” of the corporation includes any person (i) who is or was a director of the corporation, (ii) who is or was serving at the request of the corporation as a director of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise or (iii) who was a director of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

          5.2. INDEMNIFICATION OF OTHERS. The corporation shall have the power, to the extent and in the manner permitted by the GCL, to indemnify each of its employees, officers and agents (other than directors) against expenses (as defined in Section 317(a) of the GCL), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the GCL), arising by reason of the fact that such person is or was an employee, officer or agent of the corporation. For purposes of this Article V, an “employee” or “officer” or “agent” of the corporation (other than a director) includes any person (i) who is or was an employee, officer or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee, officer or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise or (iii) who was an employee, officer, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

          5.3 PAYMENT OF EXPENSES IN ADVANCE. Expenses and attorneys’ fees incurred in defending any civil or criminal action or proceeding for which indemnification is required pursuant to Section 5.1, or if otherwise approved by the board of directors, shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article V.

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          5.4. INDEMNITY NOT EXCLUSIVE. The indemnification provided by this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. The rights to indemnity hereunder shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

          5.5. INSURANCE INDEMNIFICATION. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against or incurred by such person in such capacity or arising out of that person’s status as such, whether or not the corporation would have the power to indemnify that person against such liability under the provisions of this Article V.

          5.6. CONFLICTS. No indemnification or advance shall be made under this Article V, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstances where it appears:

          (i) that it would be inconsistent with a provision of the articles of incorporation, these Bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

          (ii) that it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

          5.7. RIGHT TO BRING SUIT. If a claim under this Article V is not paid in full by the corporation within 90 days after a written claim has been received by the corporation (either because the claim is denied or because no determination is made), the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. The corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the GCL for the corporation to indemnify the claimant for the claim. Neither the failure of the corporation (including its board of directors, independent legal counsel or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met the applicable standard of conduct, if any, nor an actual determination by the corporation (including its board of directors, independent legal counsel or its shareholders) that the claimant has not met the applicable standard of conduct, shall be a defense to such action or create a presumption for the purposes of such action that the claimant has not met the applicable standard of conduct.

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          5.8. INDEMNITY AGREEMENTS. The board of directors is authorized to enter into a contract with any director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, or any person who was a director, officer, employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation, providing for indemnification rights equivalent to or, if the board of directors so determines and to the extent permitted by applicable law, greater than, those provided for in this Article V.

          5.9. AMENDMENT, REPEAL OR MODIFICATION. Any amendment, repeal or modification of any provision of this Article V shall not adversely affect any right or protection of a director, officer, employee or agent of the corporation existing at the time of such amendment, repeal or modification.

ARTICLE VI

RECORDS AND REPORTS

          6.1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The corporation shall keep either at its principal executive office or at the office of its transfer agent or registrar (if either be appointed) a record of its shareholders listing the names and addresses of all shareholders and the number and class of shares held by each shareholder.

          A shareholder or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation or who hold at least one percent (1%) of such voting shares and have filed a Schedule 14A with the United States Securities and Exchange Commission, shall have an absolute right to do either or both of the following: (i) inspect and copy the record of shareholders’ names, addresses and shareholdings during usual business hours upon five (5) days’ prior written demand upon the corporation or (ii) obtain from the transfer agent of the corporation, upon written demand and upon the tender of such transfer agent’s usual charges for such list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders’ names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand. The list shall be made available on or before the later of five (5) business days after the demand is received or the date specified therein as the date as of which the list is to be compiled.

          The record of shareholders shall also be open to inspection and copying by a shareholder or holder of a voting trust certificate at any time during usual business

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hours upon written demand on the corporation, for a purpose reasonably related to the holder’s interests as a shareholder or holder of a voting trust certificate.

          Any inspection and copying under this Section 6.1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

          6.2. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall keep at its principal executive office or, if its principal executive office is not in the State of California, at its principal business office in California, the original or a copy of these Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in such state, then it shall, upon the written request of any shareholder, furnish to such shareholder a copy of these Bylaws as amended to date.

          6.3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. The accounting books and records and minutes of proceedings of the shareholders and the board of directors, and committees of the board of directors, shall be kept at such place or places as are designated by the board of directors or, in absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form.

          The minutes and accounting books and records shall be open to inspection upon the written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interests as a shareholder or as the holder of a voting trust certificate. Such inspection by a shareholder or holder of a voting trust certificate may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts. Such rights of inspection shall extend to the records of each subsidiary corporation of the corporation.

          6.4. INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and each of its subsidiary corporations, domestic or foreign, Such inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts.

          6.5. ANNUAL REPORT TO SHAREHOLDERS; WAIVER. The board of directors shall cause an annual report to be sent to the shareholders not later than one hundred twenty (120) days after the close of the fiscal year adopted by the corporation. Such report shall be sent to the shareholders at least fifteen (15) (or, if sent by third-class mail, thirty-five (35)) days prior to the annual meeting of shareholders to

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be held during the next fiscal year and in the manner specified in Section 2.5 of these Bylaws for giving notice to shareholders of the corporation.

          The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation.

          The foregoing requirement of an annual report shall be waived so long as the shares of the corporation are held by fewer than one hundred (100) holders of record.

          6.6. FINANCIAL STATEMENTS. If no annual report for the fiscal year has been sent to shareholders, then the corporation shall, upon the written request of any shareholder made more than one hundred twenty (120) days after the close of such fiscal year, deliver or mail to the person making the request, within thirty (30) days thereafter, a copy of the balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year.

          A shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation may make a written request to the corporation for an income statement of the corporation for the three-month, six-month or nine-month period of the current fiscal year ended more than thirty (30) days prior to the date of the request and a balance sheet of the corporation as of the end of that period. The statements shall be delivered or mailed to the person making the request within thirty (30) days thereafter. A copy of the statements shall be kept on file in the principal office of the corporation for twelve (12) months and it shall be exhibited at all reasonable times to any shareholder demanding an examination of the statements or a copy shall be mailed to the shareholder. If the corporation has not sent to the shareholders its annual report for the last fiscal year, the statements referred to in the second paragraph of Section 6.5 shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

          The quarterly income statements and balance sheets referred to in this Section 6.6 shall be accompanied by the report thereon, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

ARTICLE VII

GENERAL MATTERS

          7.1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes of determining the shareholders entitled to receive

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payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than with respect to notice or voting at a shareholders meeting or action by shareholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days prior to any such action. Only shareholders of record at the close of business on the record date are entitled to receive the dividend, distribution or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the articles of incorporation, the GCL or by agreement.

          If the board of directors does not so fix a record date, then the record date for determining shareholders for any such purpose shall be at the close of business on the date on which the board of directors adopts the resolution relating thereto or the sixtieth (60th) day prior to the date of that action, whichever is later.

          7.2. CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS. From time to time, the board of directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

          7.3. CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED. The board of directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or arrangement or to pledge its credit or to render it liable for any purpose or for any amount.

          7.4. CERTIFICATES FOR SHARES. Every holder of shares in the corporation shall be entitled to have a certificate signed in the name of the corporation by the chairman or vice chairman of the board or the president or a vice president and by the chief financial officer or treasurer or an assistant treasurer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owed by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be been by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

          Notwithstanding the above paragraph, the corporation may adopt a system of issuance, recordation and transfer of its shares by electronic or other means not involving any issuance of certificates, including provisions for notice to purchasers in substitution for the required statements on certificates under sections 417, 418 and 1302 of the GCL, and as may be required by the California Corporations Commissioner in

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administering the Corporate Securities Law of 1968, as amended, which system (1) has been approved by the United States Securities and Exchange Commission, (2) is authorized in any statute of the United States or (3) is in accordance with Division 8 (commencing with Section 8101) of the California Commercial Code. Any system so adopted shall not become effective as to issued and outstanding certificated securities until the certificates therefor have been surrendered to the corporation.

          7.5. LOST CERTIFICATES. Except as provided in this Section 7.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation or its transfer agent or registrar and cancelled at the same time. The board of directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed (as evidenced by a written affidavit or affirmation of such fact), authorize the issuance of replacement certificates on such terms and conditions as the board of directors may require; the board of directors may require indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

          7.6. CONSTRUCTION; DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the GCL shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE VIII

AMENDMENTS

          8.1. AMENDMENT BY SHAREHOLDERS. New Bylaws may be adopted, or these Bylaws may be amended or repealed, by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the articles of incorporation set forth the number of authorized directors, then the authorized number of directors may be changed only by an amendment of the articles of incorporation.

          8.2. AMENDMENT BY DIRECTORS. Subject to the rights of the shareholders as provided in Section 8.1 of these Bylaws, Bylaws, other than a Bylaw or an amendment of a Bylaw changing the authorized number of directors (except to fix the authorized number of directors pursuant to a Bylaws providing for a variable number of directors), may be adopted, amended or repealed by the board of directors.

          8.3. RECORD OF AMENDMENTS. Whenever an amendment or new Bylaw is adopted, it shall be copied in the book of minutes with the original Bylaws. If

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any Bylaw is repealed, the fact of repeal, with the date of the meeting at which the repeal was enacted or written consent was filed, shall be stated in said book.

ARTICLE IX

INTERPRETATION

          Reference in these Bylaws to any provision of the GCL shall be deemed to include all amendments thereof.

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SECRETARY’S CERTIFICATE OF ADOPTION OF BYLAWS
OF
A BETTER MOBILE STORAGE COMPANY

          I, the undersigned, do hereby certify:

          1. That I am the duly elected and acting Secretary of A BETTER MOBILE STORAGE COMPANY, a California corporation.

          2. That the foregoing Bylaws constitute the Bylaws of said corporation as adopted by the sole director of said corporation by written consent on October 7, 2002.

          3. That the foregoing Bylaws were also adopted by the shareholders of said corporation by written consent on October 7, 2002.

          IN WITNESS WHEREOF, I have hereunto subscribed my name this 7^th day of October, 2002.

Christopher A. Wilson

Secretary

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EX-3.8

Exhibit 3.8

Corporations Section P.O. Box 13697 Austin, Texas 78711-3697		Gwyn Shea Secretary of State
	Office of the Secretary of State

October 01, 2002

Corporation Service Company
One Commodore Plaza, 800 Brazos, Suite 750
Austin, TX 78701 USA

RE: MOBILE STORAGE GROUP (TEXAS), L.P.
File Number: 800128190
File Date: 09/30/2002
Effective: 09/30/2002

It has been our pleasure to file the certificate of limited partnership for the referenced limited partnership. This letter evidences the filing of the certificate as of the filing date or the effective date if noted.

Limited partnerships do not file annual reports with the Secretary of State, but do file a report not more often than once every four years as requested by the Secretary. It is important for the partnership to continuously maintain a registered agent and office in Texas as this is the address to which the Secretary of State will send a request to file a periodic report. Failure to file a report when requested may result in cancellation of the certificate of limited partnership.

If we can be of further service at any time, please let us know.

Sincerely,

Corporations Section
Statutory Filings Division
(512) 463-5555

Enclosure

	Come visit us on the internet at http://www.sos.state.tx.us/
PHONE(512) 463-5555	FAX(512) 463-5709	TTY7-1-1
Prepared by: Leila Wurst

Corporations Section P.O. Box 13697 Austin, Texas 78711-3697		Gwyn Shea Secretary of State
	Office of the Secretary of State
	CERTIFICATE OF FILING OF
	MOBILE STORAGE GROUP (TEXAS), L.P. Filing Number: 800128190

The undersigned, as Secretary of State of Texas, hereby certifies that a certificate of limited partnership for the above named limited partnership has been received in this office and filed as provided by law on the date shown below.

Accordingly, the undersigned, as Secretary of State hereby issues this Certificate evidencing the filing in this office.
Dated: 09/30/2002

Effective: 09/30/2002

	Gwyn Shea           Secretary of State

	Come visit us on the internet at http://www.sos.state.tx.us/
PHONE(512) 463-5555	FAX(512) 463-5709	TTY7-1-1
Prepared by: Leila Wurst

Form 207
(revised 5/01)
Return in Duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
FAX: 512/463-5709

Filing Fee: $750

Certificate of
Limited Partnership
Pursuant to
Article 6132a-1 This space reserved for office use.

FILED
In the Office of the
Secretary of State of Texas

SEP 30 2002

Corporations Section

1. Name of Limited Partnership
The name of the limited partnership is as set forth below:
MOBILE STORAGE GROUP (TEXAS), L.P.
The name must contain the words “Limited Partnership,” or “Limited,” or the abbreviation “L.P.,” or “Ltd.” as the last words or letters of its name. The name must not be the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for “name availability” is recommended.
2. Principal Office
The address of the principal office in the United States where records of the partnership are to be kept or made available is set forth below:
Address:  7590 NORTH GLENOAKS BOULEVARD
City	State	Zip Code	Country
BURBANK	CA	91504	USA
3. Registered Agent and Registered Office (Select and complete either A or B, then complete C.)
o A. The initial registered agent is a corporation by the name set forth below:
OR
x B. The initial registered agent is an individual resident of the state whose name is set forth below:
First Name	Middle Initial	Last Name	Suffix
ROBERT		DUVEN
C. The business address of the registered agent and the registered office address is:

Street Address	City		Zip Code
2900 EAST AIRPORT WAY	IRVING	TX	75062
4. General Partner Information
The name, mailing address, and the street address of the business or residence of each general partner is as follows:
General Partner 1
Legal Entity: The general partner is a legal entity named:
MOBILE STORAGE GROUP, INC.
Individual: The general partner is an individual whose name is set forth below:

First Name   M.I.   Last Name   Suffix

MAILING ADDRESS OF GENERAL PARTNER 1
Mailing Address	City	State	Zip Code
P.O. BOX 10999	BURBANK	CA	91510-0999
STREET ADDRESS OF GENERAL PARTNER 1
Street Address	City	State	Zip Code
7590 NORTH GLENOAKS BLVD.	BURBANK	CA	91504
General Partner 2
Legal Entity: The general partner is a legal entity named:
Individual: The general partner is an individual whose name is set forth below:

Partner 2–First Name	M.I.	Last Name	Suffix
MAILING ADDRESS OF GENERAL PARTNER 2

Mailing Address	City	State	Zip Code
STREET ADDRESS OF GENERAL PARTNER 2
Street Address	City	State	Zip Code

5 – Supplemental Information

Text Area:

[The attached addendum are incorporated herein by reference.]

Effective date of Filing

x A. This document will become effective when the document is filed by the secretary of state.

OR

o B. This document will become effective at a later date, which is not more than ninety (90) days from the date of its filing by the secretary of state. The delayed effective date is _____

Execution

The undersigned sign this document subject to the penalties imposed by law for the submission of a false or fraudulent document.

Name		Name
MOBILE STORAGE GROUP, INC.
By:
	RONALD F. VALENTA, PRESIDENT AND CHIEF EXECUTIVE OFFICER
Signature of General Partner 1		Signature of General Partner 2

EX-3.9

Exhibit 3.9

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

MOBILE STORAGE GROUP (TEXAS), L.P.

A TEXAS LIMITED PARTNERSHIP

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

MOBILE STORAGE GROUP (TEXAS), L.P.

A TEXAS LIMITED PARTNERSHIP

                    THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) is made and entered into as of December __, 2003 (the “Effective Date”), by and among Mobile Storage Group, Inc., a California corporation (“MSGI”), and as the general partner (the “General Partner”), and MSG Investments, Inc., a California corporation (“MSG Investments”), as the limited partner (the “Limited Partner”). MSGI and MSG Investments are sometimes herein referred to individually as a “Partner” and collectively as the “Partners.”

RECITALS

          A. MSGI is a provider of portable storage solutions with a rental fleet that includes portable storage containers, over-the-road trailers and portable office units located in Texas listed on Exhibit A attached hereto (collectively, the “Texas Assets”).

          B. MSGI desires to contribute the Texas Assets to the Partnership (as defined below).

          C. MSGI and MSG Investments entered into that certain Limited Partnership Agreement dated as of July 15, 2003.

          D. MSGI and MSG Investments desire to amend and restate this Agreement to establish their rights and responsibilities.

          NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and the mutual promises contained herein, the parties hereto agree as follows:

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ARTICLE I

FORMATION, PURPOSES, DURATION

          Section 1.1 Formation and Name.

                    1.1.1 Formation. The parties hereto hereby enter into and form a limited partnership (the “Partnership”) pursuant to the Texas Revised Limited Partnership Act, Tex. Rev. Civ. Stat. Article 6132a-1, et seq. (the “Act”) for the limited purposes and scope set forth in this Agreement. The Partnership shall at all times be governed by the Act, except to the extent expressly provided herein to the contrary.

                    1.1.2 Name. The name of the Partnership shall be “Mobile Storage Group (Texas), L.P.” Except as may be approved by the General Partner, the business of the Partnership shall be conducted solely under such name and all assets of the Partnership shall be held under such name.

                    1.1.3 Fictitious Business Name Certificate. The General Partner shall execute a Certificate of Limited Partnership for the Partnership (the “Certificate”) and shall file it with the Secretary of State of the State of Texas and, at the option of the General Partner, record it in each county in which the Partnership shall own real property or an interest therein. The General Partner shall execute and record or file any other statements or certificates required by law or advantageous for conducting the business of the Partnership.

                    1.1.4 Other Acts/Filings. The Partners shall from time to time execute or cause to be executed all such certificates and other documents, and do or cause to be done all such filings, recordings, publishings and other acts, as are necessary to comply with the requirements of law for the formation and operation of the Partnership in all jurisdictions in which the Partnership is authorized to conduct business.

          Section 1.2 Purposes and Scope of the Partnership. The purpose of the Partnership is to conduct any lawful business, purpose or activity, except as prohibited by the Act.

          Section 1.3 Scope of Partners’ Authority. Except as otherwise expressly and specifically provided in this Agreement, no Partner shall have any authority to bind or act for, or assume any obligations or responsibility on behalf of, the Partnership. Nothing herein contained shall be considered to constitute a Partner as the agent of any other Partner, except as specifically authorized and provided for herein.

          Section 1.4 Principal Place of Business. The principal place of business of the Partnership shall be located at the offices of the General Partner, 2900 East Airport Way,

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Irving, Texas 75062, or at such other location as may be approved by the General Partner from time to time. All notices to the Partnership shall also be provided to the General Partner at the address set forth in Section 10.2.

          Section 1.5 Term. The term of the Partnership shall commence as of the Effective Date and shall continue, unless sooner terminated in accordance with other provisions of this Agreement until the Partners agree to its termination; provided, however, that the Partnership shall, if not sooner terminated, terminate on December 31, 2021, unless otherwise extended by mutual written agreement of the Partners. No Partner shall have the right and each Partner hereby agrees not to withdraw from the Partnership nor to dissolve, terminate or liquidate, or to petition a court for the dissolution, termination or liquidation of the Partnership, except as expressly permitted in this Agreement or approved by the Partners, and no Partner at any time shall have the right to petition or to take any action to subject the Property, the Project or any part thereof or the Partnership assets or any part thereof to the authority of any court of bankruptcy, insolvency, receivership or similar proceeding. The Partners irrevocably waive during the term of the Partnership and during the period of its liquidation following any dissolution, any right that they may have to maintain any action for partition with respect to any asset of the Partnership.

          Section 1.6 Tax Matters Partner. The General Partner shall be the Tax Matters Partner of the Partnership.

          Section 1.7 Definitions. For ease of reference, a list of all defined terms used in this Agreement and the exhibits and schedules hereto, together with the respective Sections of this Agreement in which such terms are defined, is attached hereto as Exhibit A.

ARTICLE II

CAPITAL CONTRIBUTIONS, CAPITAL ACCOUNTS

          Section 2.1 Percentage Interests and Capital Accounts.

                    2.1.1 Percentage Interests. The Partners shall have the following undivided percentage interests in the Partnership (individually a “Percentage Interest” and collectively “Percentage Interests”):

MSGI	99%
MSG Investments	1%
	100%

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                    2.1.2 Adjustments. No adjustment to the Percentage Interest of any Partner shall be made except as a result of a transfer of a Partner’s Partnership interest or a portion thereof pursuant to Article VII or IX hereof.

                    2.2.3 Capital Accounts Defined. As used herein, the term “Capital Account” shall mean the capital account of each Partner in the Partnership maintained in accordance with Section 2.4 below. The initial Capital Account balance of each Partner, after taking into account the amount of all contributions (including cash) contributed pursuant to Sections 2.2.1, 2.2.2 and 2.2.3, shall be as set forth in Exhibit B attached hereto.

          Section 2.2 Initial Capital Contributions. Upon execution of this Agreement, MSGI shall cause to be conveyed to the Partnership the Texas Assets, all Permits and contract rights affecting the Texas Assets, and other rights related thereto, and any and all other agreements, contracts, documents or data relating to the Texas Assets, all of which shall be conveyed, transferred or assigned to the Partnership, by separate written instruments, in form and substance as required by MSGI, subject only to the Permitted Encumbrances and the Permitted Liabilities.

          Section 2.3 Additional Capital Requirements.

                    2.3.1 General. If additional funds are required by the Partnership (“Excess Additional Capital Contribution Requirements”), the General Partner may give notice to the other Partners in the manner provided in Section 10.2. Such notice shall specify in reasonable detail the amount and purpose of any such additional capital requirement (the amount of any such inadequacy is hereinafter referred to as a “Shortfall”). The General Partner shall determine the method or methods by which the Partnership shall obtain the required funds. Such methods may include, without limitation, the making of additional capital contributions by the Partners or the borrowing of funds by the Partnership from the Partners or from third-party lenders.

                    2.3.2 Additional Capital Contributions. If the General Partner elects to require the Partners to fund the Shortfall through additional capital contributions, the General Partner shall send a second notice to the Partners requesting that each Partner make its respective additional capital contribution. Each Partner shall, within twenty (20) days after receipt of such notice from the General Partner, deliver to the General Partner for deposit in the Partnership’s bank account an additional capital contribution in an amount equal to such Partner’s share of the Shortfall, determined according to the Percentage Interests of the Partners, and the Capital Accounts of the Partners shall be credited and the obligations for which funds were required shall be satisfied.

                    2.3.3 Contribution Loans.

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                              (a) In the event any Partner (the “Non-Contributing Partner”) fails to make any additional capital contribution required of it under a particular Capital Contribution Notice pursuant to Section 2.3.2 or 2.3.3 within the time specified in Sections 2.3.2 or 2.3.3, respectively, then the General Partner (the “Contributing Partner”) shall have the right, but not the obligation, to advance directly to the Partnership as a loan to the Non-Contributing Partner (“Contribution Loan”) the funds required from the Non-Contributing Partner as an Initial Cash Capital Contribution or under such Capital Contribution Notice.

                              (b) Notwithstanding any provision of this Agreement to the contrary, in the event the Contributing Partner does not elect to advance the full amount of the additional funds required from the Non-Contributing Partner, then the Contributing Partner shall be entitled in its sole discretion to (i) withdraw its corresponding additional capital contribution made pursuant to such Capital Contribution Notice (or withdraw its corresponding Initial Cash Capital Contribution) (ii) treat the failure of the Non-Contributing Partner to make the Initial Cash Capital Contribution or additional capital contribution in question as an Event of Default, or (iii) act under both clauses (i) and (ii) above.

                    2.3.4 Repayment through Distributions. In the event the Contributing Partner elects to make a Contribution Loan, then the Contribution Loan shall bear interest at a rate equal to the lesser of (a) the Prime Rate (as announced from time to time in The Wall Street Journal) plus four percent (4%) per annum, or (b) the maximum legal rate of interest then permitted under applicable law and, except as set forth in Section 2.3.3, shall be repaid out of any subsequent distributions made pursuant to this Agreement to which the Non-Contributing Partner for whose account the Contribution Loan was made would otherwise be entitled, which amounts shall be applied first to interest and then to principal, until the Contribution Loan is paid in full. If not sooner repaid, all Contribution Loans shall become immediately due and payable upon the dissolution and liquidation of the Partnership.

                    2.3.5 Remedies. In the event any Contribution Loan has not been repaid in full within ninety (90) days of the date the Contribution Loan is made, then, in addition to any other rights or remedies available to the Contributing Partner at law or in equity or pursuant to this Agreement, at any time thereafter the Contributing Partner may elect to proceed under any of subparagraphs (a) or (b) below.

                              (a) Unless and until the Contributing Partner has elected to proceed under subparagraph (b) below or has elected to pursue any other remedy available to it at law or in equity, such Contribution Loan shall remain in place and shall bear interest and be repaid as provided in Section 2.3.4 above.

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                              (b) The Contributing Partner may elect to make written demand upon the Non-Contributing Partner for payment in full of such Contribution Loan, including accrued interest. Upon failure of the Non-Contributing Partner to pay such Contribution Loan and interest in full within ten (10) days of such demand, the Contributing Partner may elect to treat such failure to pay as an Event of Default as provided in Section 8.2 hereof.

                    2.3.6 Other Partner Loans. If capital contributions to fund a Shortfall are not approved by the General Partner, and if loans from third parties to the Partnership are not available or not approved by the General Partner for such purpose, if any Partner does not advance funds as required under Sections 2.2 or 2.3.3, any Partner at its sole option may loan the amount of such required funds (or any portion thereof), as applicable, to the Partnership, which loan shall bear interest at the rate specified in Section 2.3.4.

          Section 2.4 Adjustments to Capital Accounts. The Capital Account of each Partner shall be maintained strictly in accordance with the rules set forth in Section 1.7041(b)(2)(iv) of the Treasury Regulations. Subject to the preceding sentence, each Partner’s Capital Account shall be adjusted as follows:

                    2.4.1 Increases in Capital Accounts. The Capital Account of each Partner shall be increased by:

                              (a) the amount of money contributed by such Partner to the Partnership and the fair market value of any property contributed by such Partner to the Partnership (net of any liabilities secured by such contributed property that the Partnership is considered to assume or take subject to under Section 752 of the Internal Revenue Code of 1986, as amended (“Code”)); and

                              (b) the Profits allocated to such Partner and allocations to such Partner of other items of book income and gain, including income and gain exempt from tax and income and gain described in Treasury Regulations Section 1.704-1(b)(2)(iv)(g), but excluding income and gain described in Treasury Regulations Section 1.704-1(b)(4)(i).

                    2.4.2 Decreases in Capital Accounts. The Capital Account of each Partner shall be decreased by:

                              (a) the amount of money distributed to such Partner by the Partnership and the fair market value of property distributed to such Partner by the Partnership (net of liabilities secured by such distributed property that such Partner is considered to assume or take subject to under Code Section 752);

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                              (b) allocations of expenditures of the Partnership of the type described in Code Section 705(a)(2)(B); and

                              (c) allocations of Loss and other items of book loss, including items of loss and deduction described in Treasury Regulations Section 1.704-1(b)(2)(iv)(g), but excluding items described in Treasury Regulations Section 1.704-1(b)(4)(i) or (iii).

                    2.4.3 Capital Account of Transferee. If any Partnership interest is transferred in accordance with Article VII, the transferee of such interest shall succeed to the Capital Account of the transferor to the extent it relates to the interest transferred, except as provided in Treasury Regulations Section 1.704-1(b).

                    2.4.4 Adjustment to Book Values of Assets. In the event the Book Values of Partnership assets are adjusted pursuant to Treasury Regulations Section 1.704-1(b), the Capital Accounts of the Partners shall be adjusted simultaneously to reflect the allocations of gain or loss that would be made to the Partners if there were a taxable disposition of the Partnership’s property for its fair market value.

                    2.4.5 Distribution in Kind. If any assets of the Partnership are to be distributed in kind, such assets shall be distributed on the basis of their fair market values after the Partners’ Capital Accounts have been adjusted to reflect the manner in which any unrealized gain and loss with respect to such assets (that have not been reflected in the Capital Accounts previously) would be allocated between the Partners if there were a taxable disposition of the Property for its fair market value.

                    2.4.6 Regulations Controlling. It is the intent of the Partners that the Capital Accounts be determined and maintained in accordance with the principles of Treasury Regulations Sections 1.704-1 and 1.704-2 at all times throughout the full term of the Partnership and this Section 2.4 shall be so interpreted and applied.

          Section 2.5 Withdrawal of Capital. Except as otherwise provided herein, no portion of the capital of the Partnership may be withdrawn at any time without the Approval of the General Partner. Upon termination of the Partnership, the Partners’ capital shall be distributed pursuant to Section 8.5 hereof.

          Section 2.6 No Third Party Rights. The right of the Partnership, the General or any Partner, as applicable, to require any additional contributions or payments by the Partners under the terms of this Agreement shall not be construed as conferring any rights or benefits to or upon any person or entity not a party to this Agreement, including, but not limited to, any tenant or purchaser of any part of the Property, or any creditor of the Partnership.

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ARTICLE III

MANAGEMENT

          Section 3.1 Powers and Responsibilities of the Partners.

                    3.1.1 Management by General Partner. The overall management and control of the business and affairs of the Partnership shall be vested in the General Partner in the manner described below. Except where expressly provided to the contrary in this Agreement, the General Partner shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and the property, assets and business thereof. The General Partner shall have all right, power and authority conferred upon it by law (except where expressly provided to the contrary in this Agreement) or under the provisions of this Agreement.

          Section 3.2 Appointment and Replacement of Managing General Partner; Duties of Managing General Partner.

                    3.2.1 Appointment and Replacement of General Partner. The General Partner shall be designated pursuant to this Section 3.2.1. The affirmative vote or consent of holders of a majority of the Percentage Interests shall be sufficient to elect the General Partner. The General Partner may be removed at any time, for cause, by holders of a majority of the Percentage Interests; provided that no affirmative vote or consent of holders shall be required to elect the General Partner in the case of any General Partner that acquires its Partnership interest, either directly or indirectly, through (i) the sale, assignment, transfer, mortgage, charge or other encumbrance in connection with any Security Agreement or (ii) the enforcement of any remedy under any Security Agreement by any lender thereunder and, provided further, that upon any such actual sale, assignment, transfer, mortgage, charge or other encumbrance of any Partnership interest under the Security Agreement or foreclosure of any Partnership interest in connection with the enforcement of any remedy under the Security Agreement, the transferee of any such transfer shall be deemed to be the General Partner immediately thereafter.

                    3.2.2 Duties of General Partner. The General Partner shall conduct or cause to be conducted the ordinary and usual business and affairs of the Partnership in accordance with and as limited by this Agreement.

                    3.2.3 Authority of General Partner. The acts of the General Partner shall bind the Partners and the Partnership when within the scope of the General Partner’s authority.

                    3.2.4 Enumeration of Specific Duties of General Partner. The General Partner shall devote such time to the Partnership and its business as shall be reasonably

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necessary to conduct the business of the Partnership in an efficient manner and to carry out the General Partner’s responsibilities herein. Without limiting the generality of the foregoing, and subject to the provisions of Section 3.4 below, the General Partner shall have the right and duty to do, accomplish and complete, for and on behalf of the Partnership with reasonable diligence and in a prompt and businesslike manner, all of the following:

                              (a) the General Partner shall execute and deliver leases and other legal documents necessary to carry out the business of the Partnership;

                              (b) the General Partner shall demand, receive, acknowledge and institute legal action for recovery of any and all rents, revenues, receipts and consideration due and payable to the Partnership, in accordance with prudent business practices;

                              (c) the General Partner shall keep all books of account and other records of the Partnership and deliver all reports in the manner provided in Article IV below;

                              (d) the General Partner shall maintain all funds of the Partnership in a Partnership bank account in the manner provided in Article IV below;

                              (e) the General Partner shall defend any claims, liens, demands, suits or legal proceedings made or instituted against the Partnership or the Partners by other parties arising out of the business of the Partnership, through legal counsel for the Partnership giving the Partners prompt notice of the receipt of any material claim, lien or demand or the commencement of any suit or legal proceeding and promptly providing the Partners all information relevant or necessary thereto;

                              (f) the General Partner shall retain or employ and coordinate the services of all employees, supervisors, architects, engineers, contractors, accountants, attorneys and other persons necessary or appropriate to carry out the business of the Partnership;

                              (g) the General Partner shall pay, or cause to be paid, prior to delinquency, all insurance premiums, debts and other obligations of the Partnership;

                              (h) the General Partner shall make distributions from the funds of the Partnership periodically to the Partners in accordance with the provisions of this Agreement;

                              (i) the General Partner shall operate, maintain and otherwise manage the Partnership in an efficient manner and at all times maintain an organization

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sufficient to enable it to carry out all of its duties, obligations and functions as General Partner under this Agreement; and

                              (j) the General Partner shall promptly comply with, or cause to be complied with, all present and future laws, ordinances, orders, rules, regulations and requirements of all federal, state and municipal governments, courts, departments, commissions, boards and officers or any other body exercising functions similar to those of any of the foregoing (collectively, “Laws”), and when in the opinion of the General Partner a reason exists to contest compliance with such Laws, the General Partner shall contest or assist the Partners in contesting the validity or application of any such Laws.

                    3.2.5 Hiring Employees. The General Partner shall have the authority to hire employees of the Partnership.

          Section 3.3 Compensation of Partners. No payment will be made by the Partnership to any Partner or to any Affiliate thereof for any services performed for the Partnership by such Partner or any member, shareholder, director or employee of such Partner or any Affiliate of such Partner.

          Section 3.4 Right to Terminate General Partner. Any Partner shall have the right to terminate MSGI as the General Partner by written notice to MSGI upon the voluntary or involuntary liquidation, winding up or dissolution of MSGI.

          Section 3.5 Other Business Activities. Each of the Partners understands that the other Partners or their Affiliates may be interested, directly or indirectly, in various other businesses and undertakings not included in the Partnership. The Partners hereby agree that the creation of the Partnership and the assumption by each of the Partners of their duties hereunder shall be without prejudice to their rights (or the rights of their Affiliates) to have such other interests and activities and to receive and enjoy profits or compensation therefrom, and each Partner waives any rights it might otherwise have to share or participate in such other interests or activities of the other Partners or their Affiliates. Except as otherwise provided herein, the Partners and their Affiliates may engage in or possess any interest in any other business venture of any nature or description independently or with others and neither the Partnership nor the other Partners shall have any right by virtue of this Agreement in and to such venture or the income or profits derived therefrom.

ARTICLE IV

BOOKS AND RECORDS;
BANK ACCOUNTS; REPORTS

          Section 4.1 Books and Records

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                    4.1.1 General. At all times during the term hereof, the General Partner, at its own expense, shall cause accurate books and records of account to be maintained in which shall be entered all matters relating to the Partnership, including all income, expenditures, assets and liabilities thereof.

                    4.1.2 Accrual Basis. Such books and records of account shall be maintained on an accrual basis in accordance with generally accepted accounting principles or tax accounting principles, as appropriate, and shall be adequate to provide each Partner with all financial and tax information as may be needed by each Partner or any Affiliate of each Partner for purposes of satisfying the financial and tax reporting obligations of each Partner or its Affiliates.

                    4.1.3 Information to Partners. Each Partner shall be entitled to any additional information prepared at the expense of the Partnership necessary for the Partner to adjust the financial basis statements, reports and information received by such Partner from the Partnership to such other tax basis as the Partner’s individual needs may dictate.

          Section 4.2 Location and Rights of Inspection.

                    4.2.1 Location. The General Partner, at its own expense, shall keep, or cause to be kept, full and accurate records of all transactions of the Partnership, at the principal place of business of the Partnership as specified in Article I hereof, including, but not limited to, the following:

                              (a) A current list of the full name and last known business or residence address of each Partner, together with the amount of capital contributions, Capital Account and percentage share in Profits and Losses of each Partner.

                              (b) A copy of the Certificate and all amendments to the Statement.

                              (c) Copies of this Agreement and all amendments to this Agreement.

                              (d) Copies of the Partnership’s federal, state and local income tax or information returns and reports, if any, for the six (6) most recent tax years, as applicable.

                              (e) Financial statements of the Partnership for the six (6) most recent fiscal years, as applicable.

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                              (f) The Partnership’s books and records as they relate to the internal affairs of the Partnership for at least the current and past three (3) fiscal years, as applicable.

                    4.2.2 Inspection of Records. Each Partner or such Partner’s duly authorized representative shall have the right, upon reasonable request, to do each of the following:

                              (a) Inspect and copy, upon paying the reasonable cost thereof, during normal business hours any of the Partnership records required to be maintained under Section 4.2.1; and

                              (b) Obtain from the General Partner, promptly after their becoming available, a copy of the Partnership’s federal, state and local income tax or information returns for each year.

The General Partner shall send to each Partner within ninety (90) days after the end of each tax year the information, consistent with the provisions of Section 4.1, necessary for each Partner to complete such Partner’s federal and state income tax or information returns and a copy of the Partnership’s federal, state and local income tax or information returns for the year.

          Section 4.3 Fiscal Year. The tax and fiscal year of the Partnership shall end on December 31 of each year unless another fiscal year is required by the Code or the Treasury Regulations.

          Section 4.4 Statements of Financial Condition. The General Partner shall prepare a statement of the financial condition of the Partnership as of the last day of each quarter of each fiscal year, and an income statement and statement of Cash Flow for each calendar month. Each statement of financial condition shall be prepared in accordance with generally accepted accounting principles and shall be certified to be true and correct to the best of the General Partner’s knowledge and belief. Copies shall be furnished to the other Partners within forty-five (45) days after the end of each quarter as to the statements of financial condition, or within thirty (30) days after the end of each calendar month as to the income statements and statements of Cash Flow. An annual statement of the financial condition of the Partnership an annual income statement and an annual statement of Cash Flow (unaudited) shall be furnished to each Partner within ninety (90) days after the close of the fiscal year. Such annual statements shall be certified to be true and correct to the best of the General Partner’s knowledge and belief.

          Section 4.5 Audit. The Partnership shall, at the Partnership’s expense, engage a firm of independent certified public accountants which is approved by the General Partner. The initial accounting firm selected by the General Partner shall be either Ernst

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& Young LLP or another nationally recognized firm of independent certified public accountants approved by the General Partner. The independent auditors shall at the end of each fiscal year (a) audit the records and accounts of the Partnership, (b) render their opinion on the statement of financial condition of the Partnership as of the end of each fiscal year and of the results of its operations, the changes in its financial condition and its income for each fiscal year, as prepared by the General Partner, and (c) render their opinion on the annual computations of Cash Flow for each fiscal year made by the General Partner and as to whether distributions thereof are in accordance with Section 5.1 of this Agreement.

          Section 4.6 Bank Accounts. Funds of the Partnership shall be deposited in an account or accounts of a type, in form and name and in a bank or banks approved by the General Partner. Withdrawals from bank accounts shall be made by agents or officers of the General Partner.

          Section 4.7 Information from Partners. Each Partner shall furnish to the Partnership in a timely manner such information as the Partnership may require to comply with its tax or other reporting requirements under federal, state, local or foreign law.

ARTICLE V

DISTRIBUTIONS; ALLOCATIONS OF PROFITS
AND LOSSES TO THE PARTNERS

          Section 5.1 Distributions to Partners.

                    5.1.1 Definition of Cash Flow. “Cash Flow” shall be computed by the General Partner on a quarterly basis and shall consist of the gross cash receipts of the Partnership of any kind or description received during each calendar quarter, including not by way of limitation, the net proceeds received by the Partnership after deducting the following:

                              (a) all costs and expenses incurred in connection with the operations of the Partnership; and

                              (b) reserved cash to the extent of amounts approved by the General Partner.

                    5.1.2 Distribution of Cash Flow. Within thirty (30) days after the end of each calendar quarter, the General Partner shall distribute the entire Cash Flow available for distribution (as determined by the General Partner in accordance with Section 5.1.1). All distributions shall be made in accordance with:

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                              (a) First, to each of the Partners an amount equal to its Unreturned Additional Capital (defined below) pro rata in accordance with the amounts of the Partners’ respective Unreturned Additional Capital.

                              (b) Second, to each of the Partners an amount equal to its Unreturned Initial Capital (defined below), pro rata in accordance with the amounts of the Partners’ respective Unreturned Initial Capital.

                              (c) Last, to each of the Partners in accordance with the Partners’ respective Percentage Interests.

“Unreturned Initial Capital” with respect to a Partner means, as of any date of calculation, the aggregate amount of Initial Cash Capital Contributions contributed by such Partner pursuant to Sections 2.2.1, 2.2.2 or 2.2.3 (from the date such Initial Cash Capital Contributions are deposited in the Partnership account), reduced by all distributions to such Partner with respect to such initial capital contributions pursuant to Section 5.1.2(b).

“Unreturned Additional Capital” with respect to a Partner means, as of any date of calculation, the aggregate amount of additional capital contributions contributed by such Partner pursuant to Section 2.3 or treated as contributed under that Section pursuant to Section 2.3.4(b) (from the date such capital contributions are deposited in the Partnership account), reduced by all distributions to such Partner with respect to such additional capital contributions pursuant to Section 5.1.2(b).

                    5.1.3 Distributions in Liquidation. Notwithstanding Section 5.1.2, distributions made in connection with the liquidation of the Partnership or of any Partner’s interest in the Partnership (liquidation for this purpose to have the meaning set forth in Treasury Regulations Section 1.704-1(b)), shall be made to all Partners whose interests are being liquidated in accordance with their positive Capital Account balances (after taking into account any adjustments for the Partnership taxable year during which such liquidation occurs and after adjusting to reflect allocations that would be made if there were a taxable disposition of the Partnership’s property for its fair market value). Notwithstanding the foregoing, the General Partner may retain (on a proportional basis) from the liquidating distributions reasonable amounts for reserves or for contingent liabilities, provided such amounts are distributed as soon as is practicable. The timing and method of such distributions shall comply with Treasury Regulations Section 1.704-1(b) or any similar regulations promulgated in the future, or if no such regulations apply, as soon as possible. The distributions set forth in this Section 5.1.3 comply with the requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(2) that liquidating distributions be made in accordance with positive Capital Accounts. It is intended that such distributions will result in the Partners receiving aggregate distributions equal to the

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amount of distributions that would have been received if the liquidating distribution were made pursuant to Section 5.1.3. However, if the balances in the Capital Accounts do not result in such intention being satisfied, items of income, gain, loss, deduction and credit will be reallocated among the Partners so as to cause the balances in the Capital Accounts to be in the amounts necessary so that such result is achieved.

                    5.1.4 Withholding. As of the date hereof, each Partner represents that it is not subject to withholding pursuant to the Code with respect to allocations or distributions made under this Agreement. However, should any Partner (or its Transferee) be subject to any such withholding pursuant to the Code or any other provision of law after the date hereof, the Partnership shall withhold all amounts otherwise distributable to such Partner (or Transferee) as shall be required by law and any amounts so withheld shall be deemed to have been distributed to such Partner (or Transferee) under this Agreement. If any sums are withheld pursuant to this provision, the Partnership shall remit the sums so withheld to and file the required forms with the Internal Revenue Service (“IRS”), or other applicable government agency and, in the event of any claimed over-withholding, a Partner (or Transferee) shall be limited to an action against the IRS, or other applicable government agency for refund and hereby waives any claim or right of action against the Partnership on account of such withholding. Furthermore, if the amounts required to be withheld exceed the amounts which would otherwise have been distributed to such Partner (or Transferee), such Partner (or Transferee) shall pay any deficiency to the Partnership within ten (10) days of notice from the General Partner. If such deficiency is not paid within such time, any unpaid amounts shall be considered a demand loan from the Partnership to such Partner (or Transferee), with interest at a rate equal to the lesser of (a) the Prime Rate (as announced from time to time in The Wall Street Journal) per annum, or (b) the maximum legal rate of interest then permitted, which interest shall be treated as an item of Partnership income, until discharged by such Partner (or Transferee) by repayment. Such demand loan shall be repaid, without prejudice to other remedies at law or in equity that the Partnership may have, out of distributions to which the debtor Partner (or Transferee) would otherwise be subsequently entitled under this Agreement.

          Section 5.2 Allocations of Profits and Losses to Partners.

                    5.2.1 Allocation of Profit. Profit for each taxable year shall be allocated as follows:

                              (a) First, to each Partner with a deficit Adjusted Balance in proportion to all such deficits until no Partner has a deficit Adjusted Balance;

                              (b) Second, to the Partners in proportion to the amounts by which their respective Adjusted Balances are less than their respective Unreturned Additional Capital until each Partner’s Adjusted Balance is equal to such sum;

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                              (c) Third, to the Partners in proportion to the amounts by which their respective Adjusted Balances are less than the sum of their respective Unreturned Additional Capital plus Unpaid Initial Return until each Partner’s Adjusted Balance is equal to such sum;

                              (d) Thereafter, to the Partners in such amounts and proportions as shall cause the respective Adjusted Balances of the Partners to be in proportion to their respective Percentage Interests.

                    5.2.2 Allocation of Loss. Loss (as defined in Section 5.3, below) for each taxable year shall be allocated as follows:

                              (a) First, to the Partners to adjust their Adjusted Balances progressively as necessary to preserve the priorities of such balances described in Section 5.2.1(a) through (d) above, until the Adjusted Balances of the Partners have been reduced to zero; and

                              (b) Then, in accordance with the Partners’ respective Percentage Interests.

                    5.2.3 Minimum Gain Chargeback. In the event that there is a net decrease in the Minimum Gain of the Partnership during a taxable year of the Partnership, all Partners shall be allocated “book” income (including gross income, if necessary) and gain for that taxable year (and, if necessary, subsequent years) in the amount and in the proportions specified in Treasury Regulations Section 1.704-2(g). The allocation required by this Section 5.2.3 shall be made prior to any other allocation for such year. For purposes of this Section 5.2.3, Capital Accounts shall be decreased by the adjustments required by paragraphs (4), (5) and (6) of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. The Partners intend that the provisions set forth in this Section 5.2.3 shall constitute a “minimum gain chargeback” as described in Section 1.704-2(f) of the Treasury Regulations. Such section of the Treasury Regulations shall control in the case of any conflict between that section of the Treasury Regulations and this Section 5.2.3. In addition, the rules contained in Treasury Regulations Section 1.704-2(i) with respect to Minimum Gain attributable to “partner nonrecourse debt” and chargebacks of Minimum Gain attributable to “partner nonrecourse debt” shall control for purposes of this Agreement with respect to nonrecourse loans made by Partners. “Minimum gain attributed to partner nonrecourse debt” shall be defined as set forth in Section 1.704-2 of the Treasury Regulations.

                    5.2.4 Partner Nonrecourse Losses. All deductions, losses, and Section 705(a)(2)(B) expenditures of the Partnership, as the case may be (all computed for “book” purposes), that are treated under Section 1.704-2(i) of the Treasury Regulations

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as deductions, losses, and expenditures attributable to “partner nonrecourse debt” of the Partnership shall be allocated to the Partner or Partners bearing the risk of loss with respect to such liabilities in accordance with such Treasury Regulations.

          Section 5.3 Profit and Loss. The Partnership’s “Profit” or “Loss” means, for each taxable year, the Partnership’s taxable income or taxable loss for such taxable year, as determined under Section 703(a) of the Code and Section 1.703-1 of the Treasury Regulations (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or taxable loss), but with the following adjustments:

                              (a) Any tax-exempt income, as described in Section 705(a)(1)(B) of the Code, realized by the Partnership during such taxable year shall be taken into account in computing such taxable income or taxable loss as if it were taxable income.

                              (b) Any expenditures of the Partnership described in Section 705(a)(2)(B) of the Code for such taxable year, including any items treated under Section 1.704-1(b)(2)(iv)(i) of the Treasury Regulations as items described in Section 705(a)(2)(B) of the Code, shall be taken into account in computing such taxable income or taxable loss as if they were deductible items.

                              (c) Any item of income, gain, loss or deduction that is required to be allocated specially to the Partners under Sections 5.2.3, 5.2.4 or 5.2.5 hereof shall not be taken into account in computing such taxable income or taxable loss.

                              (d) In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, the Partnership shall compute such deductions based on the book value of Partnership property, in accordance with Treasury Regulations Section l.704-1(b)(2)(iv)(g)(3).

                              (e) Gain or loss resulting from any disposition of Partnership property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the book value of the property disposed of (as adjusted for “book” depreciation computed in accordance with Treasury Regulations Section l.7041(b)(2)(iv)(g)(3)), notwithstanding that the adjusted tax basis of such property differs from its book value.

If the Partnership’s taxable income or taxable loss for such taxable year, as adjusted in the manner provided in subparagraphs (a) through (e) above, is a positive amount, such amount shall be the Partnership’s Profit for such taxable year; and if negative, such amount shall be the Partnership’s Loss for such taxable year. “Book value” means, as of any particular date, the value at which any asset of the Partnership is properly reflected

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on the books of the Partnership as of such date in accordance with the provisions of Section 1.704-1(b) of the Treasury Regulations. The book value of all Partnership assets may, at the election of the General Partner, be adjusted to equal their respective gross fair market values, as determined by independent appraisal as of the following times: (A) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis capital contribution; (B) the distribution by the Partnership to a Partner of more than a de minimis amount of money or Partnership property other than money as consideration for an interest in the Partnership; (C) the liquidation of any Partner’s interest in the Partnership; and (D) the termination of the Partnership for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code.

          Section 5.4 Adjusted Balance. “Adjusted Balance” shall mean for each Partner, the balance in such Partner’s Capital Account increased by such Partner’s share of Partnership Minimum Gain and minimum gain attributable to partner nonrecourse debt. Each Partner’s share of such items shall be determined pursuant to Treasury Regulations Section 1.704-2. For purposes of computing the Adjusted Balances under Section 5.2, each dollar of income, gain or loss shall be treated as containing a proportionate share of each item of nonrecourse deductions of the Partnership (as defined and determined under Treasury Regulations Section 1.704-2) for such year, and in allocating each dollar of income, gain or loss, any items of nonrecourse deduction allocated with respect to such dollar of income, gain or loss shall be added to the Adjusted Balances of the Partners to whom such allocations are made prior to determining the next dollar of income, gain or loss to be allocated.

          Section 5.5 Allocation of Certain Tax Items. As stated in Treasury Regulations Section 1.704-1(b)(4)(i), when any property of the Partnership is reflected in the Capital Accounts of the Partners and on the books of the Partnership at a book value that differs from the adjusted tax basis of such property, then certain book items with respect to such property will differ from certain tax items with respect to that property. Since the Capital Accounts of the Partners are required to be adjusted solely for allocation of the book items, the Partners’ shares of the corresponding tax items are not independently reflected by adjustments to the Capital Accounts. These tax items must be shared among the Partners in a manner that takes account of the variation between the adjusted tax basis of the applicable property and its book value in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Partnership are taken into account in determining the Partners’ share of tax items under Code Section 704(c). In making allocations of tax items of the Partnership, the Partnership shall comply with the foregoing principles.

ARTICLE VI

INCOME TAX RETURNS, TAX ACCOUNTING, TAX ELECTIONS

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          Section 6.1 Preparation of Tax Returns. Federal, state and local income tax returns of the Partnership shall be prepared by the General Partner and reviewed by the independent auditors at Partnership expense. Copies of all tax returns of the Partnership shall be furnished for review and approval by the Partners at least thirty (30) days prior to the statutory date for filing, including extensions thereof, if any. If the Partners shall fail to approve any such return, an application for extension of time to file shall be timely filed by the General Partner.

          Section 6.2 Section 754 Election. The Partnership shall, if requested by either General Partner, make the election under Section 754 of the Code.

          Section 6.3 Tax Decisions Not Specified. Federal, state, local, foreign and other tax decisions and elections for the Partnership not expressly provided for herein must be approved by the General Partner. The General Partner is the Tax Matters Partner (“TMP”).

          Section 6.4 Notice of Tax Audit. Prompt notice shall be given to the Partners upon receipt of advice that the IRS or any other tax authority intends to examine Partnership income tax returns or books and records for any year.

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ARTICLE VII

SALE, TRANSFER OR MORTGAGE
OF PARTNERSHIP INTERESTS

          Section 7.1 Transfers by the Partners.

                    7.1.1 Required Consents. Except as expressly permitted herein, no Partner shall sell, assign, transfer, mortgage, charge or otherwise encumber, or suffer any third party to sell, assign, transfer, mortgage, charge or otherwise encumber, or contract to do or permit any of the foregoing, whether voluntarily or by operation of law, directly or indirectly (hereinafter sometimes referred to as a “Transfer” or “Assignment”), any part or all of its Partnership interest without the prior written consent of the other Partners and any attempt to do so shall be void; provided that (i) any Partner may sell, assign, transfer, mortgage, charge or otherwise encumber its Partnership interest to any person in connection with any Security Agreement and to any person acquiring such interest in connection with the enforcement of any remedy under any Security Agreement by any agent or lender thereunder or otherwise, (ii) such person shall automatically be substituted into and/or admitted to, as applicable, the Partnership (including as General Partner, if applicable) and (iii) no written consent from any other Partner shall be required with respect to any such assignment, sale, assignment, transfer, mortgage, charge or other encumbrance, as applicable. The giving of such consent in any one or more instances shall not limit or waive the need for such consent in any other or subsequent instances.

                    7.1.2 Indirect Transfers. In order to effectuate the purpose of this Section 7.1, each Partner agrees that to the extent its interest in the Partnership is at any time held by any partnership, corporation, trust or other entity, such Partner will seek to Transfer its interest in the Partnership only through a direct Transfer of such interest therein in the manner contemplated in this Article VII, and that no Transfer or other disposition of a controlling interest in any stock or partnership or other beneficial interest in any such entity which holds an interest in the Partnership will be effected, directly or indirectly, except with the prior written consent of the other Partners except as specifically provided below; provided that (i) any Partner may sell, assign, transfer, mortgage, charge or otherwise encumber its Partnership interest to any person in connection with any Security Agreement and to any person acquiring such interest in connection with the enforcement of any remedy under any Security Agreement by any agent or lender thereunder or otherwise, (ii) such person shall automatically be substituted into and/or admitted to, as applicable, the Partnership (including as General Partner, if applicable) and (iii) no written consent from any other Partner shall be required with respect to any such assignment, sale, assignment, transfer, mortgage, charge or other encumbrance, as applicable.

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                    7.1.3 Securities Laws; Indemnification. Notwithstanding anything to the contrary contained herein, no Partner shall transfer or assign any Partnership interest if such Transfer or Assignment would result (directly or indirectly) in a violation of the Securities Act of 1933, as amended, or any rules or regulations thereunder, or any applicable state securities law or any rules or regulations thereunder (collectively, “Securities Laws”), and any such Transfer or Assignment shall be conditioned upon the Transferee providing, at the other Partners’ request and at the Transferee’s sole cost and expense, an opinion of counsel reasonably satisfactory to the other Partners that such Transfer or Assignment will not result in a violation of any Securities Laws. Such transferring Partner shall indemnify, defend and hold harmless the Partnership, and the other Partners and their affiliates, from and against any and all claims, demands, losses, damages, liabilities, lawsuits and other proceedings, judgments and awards, and costs and expenses (including but not limited to attorneys’ fees and expenses) arising directly or indirectly, in whole or in part, out of any violation of Securities Laws resulting from any such Transfer or Assignment of a Partnership interest.

ARTICLE VIII

DEFAULT AND DISSOLUTION

          Section 8.1 Dissolution. Subject to the terms of the Credit Agreement, the Partnership shall be dissolved and terminated upon the earliest to occur of the following:

                              (a) at the election of the General Partner, the occurrence of an Act of Insolvency of a General Partner or the breach by a General Partner of its covenant not to withdraw pursuant to Section 1.5;

                              (b) the General Partner elects in writing to terminate the Partnership;

                              (c) the expiration of the term of the Partnership;

                              (d) the sale or other disposition of all the Property and all other Partnership Assets by the Partnership, or of substantially all of the Property and other Partnership Assets; or

                              (e) entry of a decree of judicial dissolution under the Act.

          Section 8.2 Events of Default.

                    8.2.1 Events of Default and Cure Periods. The occurrence of any of the following events shall constitute an event of default (“Event of Default”) hereunder on the part of a Partner if within thirty (30) days following notice of such default from the

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General Partner (twenty (20) days if the default is due solely to the nonpayment of monies), such Partner (i) fails to pay such monies, or, (ii) in the case of non-monetary defaults, fails to substantially cure such default or, if such default cannot reasonably be substantially cured within such thirty (30) day period, thereafter fails within a reasonable time to prosecute to completion with diligence and continuity the curing of such default, or (iii) in the case of a breach of a representation or warranty as to which the underlying factual circumstance making the representation or warranty not true when made can be corrected such that the representation or warranty would be true, fails to substantially correct such factual circumstance and to remedy any damage that may have resulted from such breach of such representation or warranty, or, if such breach cannot reasonably be substantially so cured within such thirty (30) day period, thereafter fails to prosecute to completion with diligence and continuity the correction of such factual circumstance and remedy any damage resulting from the breach of representation or warranty; provided, however, that the occurrence of any of the events described in subparagraphs (b)-(h);

                              (a) the failure of a Partner to make any additional capital contribution to the Partnership as and when required pursuant to Section 2.3;

                              (b) a general assignment by a Partner for the benefit of creditors; other than any sale, assignment, transfer, mortgage, charge or other encumbrance under the Security Agreement.

                              (c) the institution by a Partner of a case or other proceeding under any section or chapter of the federal or any state Bankruptcy act as now existing or hereafter amended or becoming effective, or under any other similar laws relating to the relief of debtors or the rights of creditors generally;

                              (d) the institution against a Partner of a case or other proceeding under any section or chapter of the federal or any state Bankruptcy Act as now existing or hereafter amended or becoming effective, or under any other similar laws relating to the relief of debtors or the rights of creditors generally, which proceeding is not dismissed, stayed or discharged within a period of sixty (60) days after the filing thereof or if stayed, which stay is thereafter lifted without a contemporaneous discharge or dismissal of such proceeding;

                              (e) a proposed plan of arrangement or other action taken by a Partner with its creditors;

                              (f) the appointment of a receiver, custodian, trustee or like officer, to take possession of the assets of a Partner if the pendency of said receivership would reasonably tend to have a materially adverse effect upon the performance by such Partner of its obligations under this Agreement, which receivership remains undischarged for a period of sixty (60) days from the date of its imposition;

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                              (g) admission by a Partner in writing of its inability to pay its debts as they mature;

                              (h) attachment, execution or other judicial seizure of all or any substantial part of a Partner’s assets of its Partnership interest, or any part thereof, not dismissed or discharged for a period of thirty (30) days after the levy thereof, if the occurrence of such attachment, execution or other judicial seizure would reasonably tend to have a materially adverse effect upon the performance by such Partner of its obligations under this Agreement; provided, however, that said attachment, execution or seizure shall not constitute an Event of Default hereunder if such Partner posts a bond sufficient to fully satisfy the amount of such claim or judgment within thirty (30) days after the levy thereof and such Partner’s assets are thereby released from the lien of such attachment;

                              (i) material default in performance of or failure to comply with any other agreements, obligations or undertakings of such Partner contained herein;

                              (j) any other act, event or omission which, by the specific language of the remaining provisions of this Agreement, constitutes an Event of Default.

                    Upon the occurrence of an Event of Default of a Partner, the Non-Defaulting Partner may enforce the Defaulting Partner’s obligations hereunder with respect to the payment of money by charging the same against any distributions of other amounts which the Defaulting Partner would be entitled to receive hereunder. In addition, the Non-Defaulting Partner shall have all other remedies available at law or in equity or under this Agreement, provided that the Non-Defaulting Partner shall not be entitled to recover any consequential or punitive damages alleged to have been incurred by the Non-Defaulting Partner, including but not limited to lost profits or lost opportunity.

                    8.2.2 Act of Insolvency. The occurrence of any events described in subparagraphs (b)-(h) of Section 8.2.1 shall also constitute an “Act of Insolvency,” as said term is used in this Agreement.

          Section 8.3 Purchase of the Defaulting Partner’s Interest.

                              (a) Upon the occurrence of an Event of Default of any Partner (the “Defaulting Partner”), the Partners who are not then a Defaulting Partner (the “Non-Defaulting Partner”) shall have the right to acquire the Partnership interest of the Defaulting Partner for cash. The price (the “Default Purchase Price”) each Partner shall be entitled to receive pursuant to this Section 8.3 shall be based on the total amount the Partner would be entitled to receive upon dissolution of the Partnership pursuant to the

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liquidation formula set forth in Article IX if the Partnership had sold the Partnership assets for cash to a third party based on the net fair market value of the Partnership assets (as determined by an appraisal conducted pursuant to Article X), which total price shall then be divided among the Partners by an accountant taking into account disproportionate liabilities or obligations of each Partner in the manner provided in Section 7.3.2. Such price shall be subject to further adjustment as set forth in Section 7.4.2 and Section 8.3(b). In furtherance of such right, the Non-Defaulting Partners may notify the Defaulting Partner at any time following an Event of Default of their election to institute the appraisal procedure set forth in Article X. Within fifteen (15) days of receipt of notice of determination of the Default Purchase Price to be paid for the Defaulting Partner’s Partnership interest, the Non-Defaulting Partners may notify the Defaulting Partner of their election to purchase the interest of the Defaulting Partner.

                              (b) Closing of the purchase pursuant to this Section 8.3 shall take place as provided in Section 7.4; provided that upon the closing of such purchase a Non-Defaulting Partner may elect to offset against the Default Purchase Price the amount of any loss, damage or injury, caused to it or the Partnership by the default of the Defaulting Partner (excluding consequential or punitive damages claimed to have been suffered by the Non-Defaulting Partner). The Non-Defaulting Partner shall have the right to either (i) purchase the Defaulting Partner’s interest by payment of the entire Default Purchase Price at the Closing, or (ii) purchase the Defaulting Partner’s interest by payment of twenty percent (20%) of the Default Purchase Price at the Closing, the balance of the Default Purchase Price to be payable in equal monthly installments over a period of five (5) years, the unpaid balance to bear interest at a rate equal to the lesser of (a) the Prime Rate (as announced from time to time in the Wall Street Journal) plus two percent (2%) per annum, or (b) the maximum legal rate of interest then permitted, with the right of prepayment of any amount at any time without premium.

          Section 8.4 Transmutation of Rights of Partner. Subject to the provisions of this Article IX, as of the date of an Event of Default with respect to a Partner (the “terminated Partner”), such terminated Partner shall have no voting rights, such terminated Partner shall have no further right to participate in the management or affairs of the Partnership or as General Partner (as applicable), and such Partner’s signature shall no longer be required in order to bind the Partnership under Article III or elsewhere, but shall nonetheless be bound by all decisions made by the other Partners and shall further continue to be bound by all of its obligations under this Agreement unless the other Partners elect upon written notice to the terminated Partner to have the interest of the terminated Partner transmuted to that of a limited partner. Such terminated Partner hereby waives any claims it may have against the other Partners that may arise out of the management of the Partnership by the other Partners so long as such Partners act in good faith and are not grossly negligent.

          Section 8.5 Procedure in Dissolution and Liquidation.

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                    8.5.1 Winding Up. Subject to the restrictions set forth in the Credit Agreement, upon dissolution of the Partnership pursuant to Section [9.4] hereof, the Partnership shall immediately commence to wind up its affairs and the Partners shall proceed with reasonable promptness to liquidate the business of the Partnership.

                    8.5.2 Management Rights During Winding Up. Except as described in Section 8.4, during the period of the winding up of the affairs of the Partnership, the rights and obligations of the Partners set forth herein with respect to the management of the Partnership shall continue. For purposes of such winding up, the General Partner shall continue to act as such and shall make all decisions relating to the conduct of any business or operations during the winding up period and to the sale or other disposition of Partnership assets subject to the approval rights of the other Partners hereunder; provided that if the termination of the Partnership results from the removal of the General Partner and that General Partner is a Partner or Affiliate of a Partner, the other Partners, or a receiver or trustee appointed by such Partners, shall conduct the winding up of the business of the Partnership and the General Partner shall have no further right to participate in the management or affairs of the Partnership but shall nonetheless be bound by all decisions made by such other Partners. The General Partner hereby waives any claims it may have against such other Partners that may arise out of the management of the Partnership by the other Partners during the period of winding up the Partnership, so long as such Partners act in good faith and are not grossly negligent.

                    8.5.3 Distributions in Liquidation. The assets of the Partnership shall be applied or distributed in liquidation in the following order of priority:

                              (a) In payment of debts and obligations of the Partnership owed to third parties, which shall include a Partner as the holder of any secured loan;

                              (b) In payment of debts and obligations of the Partnership to a Partner;

                              (c) To the Partners in accordance with Section [5.1.3]. As provided in Section [5.1.3], the timing of such distributions shall comply with Treasury Regulations Section 1.704-1(b) or any similar regulations promulgated in the future, or if no such regulations apply, as soon as possible.

                    No Partner shall be required to contribute any amounts to the Partnership by reason of a deficit balance in such Partner’s Capital Account at any time, including upon liquidation of such Partner’s interest in the Partnership.

                    8.5.4 Non-Cash Assets. Every reasonable effort shall be made to disclose of the assets of the Partnership so that the distribution may be made to the

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Partners in cash. If at the time of the termination of the Partnership, the Partnership owns any assets in the form of work in progress, notes, deeds of trust or other non-cash assets, such assets, if any, shall be distributed in kind to the Partners, in lieu of cash, proportionately to their right to receive the assets of the Partnership on an equitable basis reflecting the net fair market value of the assets so distributed, which net fair market value shall be determined by appraisal in accordance with Article X.

                    8.5.5 Termination. Upon the completion of the distribution of Partnership assets as provided in this Section 8.5, the Partner conducting the winding up of the business of the Partnership as provided in Section 8.5.2, shall take such other actions as may be necessary to terminate completely the Partnership.

          Section 8.6 Disposition of Document and Records. All documents and records of the Partnership including, without limitation, all financial records, vouchers, cancelled checks and bank statements, shall be held by the General Partner upon termination of the Partnership. Unless otherwise approved by the Partners, the General Partner shall retain such documents and records for a period of not less than seven (7) years at the main offices of the General Partner in the Los Angeles, California metropolitan area and shall make such documents and records available during normal business hours to the Partners for inspection and copying at such Partner’s cost and expense. In the event a Partner (“Withdrawing Partner”) for any reason ceases as provided herein to be a Partner at any time prior to termination of the Partnership, and the Partnership is continued without the Withdrawing Partner, the other Partners (collectively, “Surviving Partner”) agree that said documents and records of the Partnership up to the date of the termination of the Withdrawing Partner’s interest shall be maintained by the Surviving Partner, its successors and assigns, for a period of not less than seven (7) years thereafter; provided, however that if there is an audit or threat of audit, such documents and records shall be retained until the audit is completed and any tax liability finally determined. Said documents and records shall be available for inspection, examination and copying by the Withdrawing Partner upon reasonable notice, in the same manner as provided in Section 4.2 during said seven(7)-year period.

ARTICLE IX

APPRAISAL

          Section 9.1 General. Whenever this Agreement provides for the valuation of the assets of the Partnership or an interest in the Partnership to be purchased or sold, including, without limitation, pursuant to Section 8.3, the value of such interest in the Partnership shall be determined as follows. The General Partners shall first attempt to agree upon the “net fair market value” of the Partnership assets. The “net fair market value” of the Partnership assets shall mean the cash price which a sophisticated purchaser would pay on the effective date of the appraisal for all tangible assets owned

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by the partnership in excess of the financing then encumbering the Partnership assets, such valuation to be made on the assumption that such assets are subject to any agreements, including, without limitation, leases, management and service agreements then in effect, except this Agreement or any agreements between the Partnership and any Affiliates of the Partners that are terminable by any party upon the event causing the appraisal. A sophisticated purchaser shall be one who would take into account the nature, extent, maturity date and other terms of the liabilities of the Partnership, whether fixed or contingent, including the favorable or unfavorable nature of any financing then encumbering the Project or other Partnership assets, and the prospects that the income from the Partnership assets would be sufficient to satisfy such liabilities when due. The net fair market value shall be based on the assumption that the Project is the highest and best use of the Land and shall not include any value for any intangible assets of the Partnership, such as good will. Notwithstanding the foregoing, if the event causing the appraisal shall require the financing then encumbering the Property to be repaid, then such financing shall not be taken into account in determining the net fair market value of the Partnership assets.

          Section 9.2 Appraisal Procedure. In the event the General Partners are unable to mutually agree upon the net fair market value of the Partnership assets within ten (10) days of the date the appraisal procedure of this Article X is instituted as provided in this Agreement, they shall each select one appraiser to determine the net fair market value of the Partnership assets as of the date the appraisal procedure is instituted. Each appraiser so selected shall furnish the Partners and the certified public accountants for the Partnership or hired for purposes of the subject determination only with a written appraisal within thirty (30) days of his or her selection, setting forth his or her determination of the net fair market value. If only one appraisal is submitted within the requisite time period, the determination of the fair market value of the Partnership pursuant to such appraisal shall be final and binding on the Partners. If both appraisals are submitted within such time period, and of the two appraisals so submitted differ by less than five percent (5%) of the lower of the two, the average of the two shall be the determination of fair market value and shall be final and binding on the Partners. If the two appraisals differ by more than five percent (5%) of the lower of the two, then the two appraisers shall immediately select a third appraiser who shall within sixty (60) days after his or her selection make a determination of the fair market value of the Partnership assets and submit such determination to the Partners and such certified public accountants. The third appraisal will then be averaged with the closer of the two previous appraisals and the result shall be the determination of fair market value and shall be final and binding on the Partners, unless the first two appraisals differ from the third appraisal by the same amount, in which case the determination of the fair market value pursuant to the third appraisal shall be final and binding on the Partners. All appraisers appointed pursuant to this Article X shall be Partners of the American Institute of Real Estate Appraisers with not less than ten (10) years’ experience appraising projects similar to the Project. The cost of the appraisals shall be an expense of the Partnership, except

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that if the appraisal procedure is instituted pursuant to Section 8.3, the cost shall be an expense of the Defaulting Partner.

ARTICLE X

GENERAL PROVISIONS

          Section 10.1 Complete Agreement; Amendment. This Agreement constitutes the entire agreement between the parties and supersedes all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof, and no party hereto shall be bound by nor charged with any oral or written agreements, representations, warranties, statements, promises or understandings not specifically set forth in this Agreement or the exhibits hereto. This Agreement may not be amended, altered or modified except by a writing signed by both General Partners.

          Section 10.2 Notices. Any notice, consent, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, sent by reputable air courier, or sent by facsimile (with a confirmation copy by mail), and shall be deemed to have been given upon the date of receipt. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt. Such notices, consents, demands or other communications shall be addressed as follows:

To the General Partner:	Mobile Storage Group, Inc.
	7590 North Glenoaks Boulevard
	Burbank, California 91504-1052
	Attention: Chief Executive Officer
	Facsimile No.: (818) 253-3154
To the Limited Partner:	MSG Investments, Inc.
	7590 North Glenoaks Boulevard
	Burbank, California 91504-1052
	Facsimile No.: (818) 253-3154

                    Notwithstanding the foregoing, the failure to provide copies of any such notices, consents, demands or other communications to any attorneys as provided above shall not render any such notice, consent, demand or other communication ineffective.

          Section 10.3 Attorneys’ Fees. Should any litigation be commenced between the parties hereto or their representatives or should any party institute any proceeding in a bankruptcy or similar court which has jurisdiction over any other party hereto or any or all of such party’s or parties’ property or assets concerning any provision of this

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Agreement or the rights and duties of any person or entity in relation thereto, the party or parties prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for such party’s or parties’ attorneys’ fees and court costs in such litigation which shall be determined by the court in such litigation or in a separate action brought for that purpose. In addition, any ultimately prevailing party shall be entitled to recover costs of enforcing a judgment and costs of appeal, including attorneys’ fees.

          Section 10.4 Survival of Rights. Except as provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties signatory hereto, their respective heirs, executors, legal representatives and permitted successors and assigns.

          Section 10.5 Governing Law. This Agreement has been entered into in the State of Texas and all questions with respect to this Agreement and the rights and liabilities of the parties hereto shall be governed by the laws of that state.

          Section 10.6 Waiver. No consent or waiver, express or implied, by a Partner to or of any breach or default by any other Partner in the performance by such Partner of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such Partner of the same or any other obligations of such Partner hereunder. Failure on the part of a Partner to complain of any act or failure to act of any other Partner or to declare any other Partner in default, irrespective of how long such failure continues, shall not constitute a waiver by such Partner of such default or its rights hereunder. The giving of consent by a Partner in any one instance shall not limit or waive the necessity to obtain such Partner’s consent in any future instance.

          Section 10.7 Remedies In Equity. The rights and remedies of the Partners hereunder shall not be mutually exclusive, except as specifically provided herein to the contrary, i.e., the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provisions hereof. Each of the Partners confirms that damages at law will be an inadequate remedy for a breach or threatened breach of this Agreement and agree that, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be enforceable by specific performance, injunction or other equitable remedy, but nothing herein contained is intended to, nor shall it, limit or affect any rights at law or by statute or otherwise of any party aggrieved as against the other for a breach or threatened breach of any provision hereof, it being the intention by this Section to make clear the agreement of the Partners that the respective rights and obligations of the Partners hereunder shall be enforceable in equity as well as at law or otherwise. Nothing herein contained shall have the effect, or be construed to have the effect, of giving to, or vesting in, any persons not a party to this Agreement any

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rights or remedies of any kind whatsoever for a breach or threatened breach of this Agreement.

          Section 10.8 Terminology. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; and the singular shall include the plural and vice versa. Titles of Articles and Sections are for convenience only, and neither limit nor amplify the provisions of this Agreement itself. The use herein of the word “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation,” or “but not limited to,” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.

          Section 10.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement.

          Section 10.10 Survival of Indemnity Obligations. Any and all indemnity obligations of any party hereto shall survive any termination of this Agreement or of the Partnership.

          Section 10.11 Fees and Commissions. Each Partner hereby represents and warrants that as of the date of this Agreement there are no known claims for brokerage or other commissions or finder’s or other similar fees in connection with the transactions covered by this Agreement insofar as such claims shall be based on actions, arrangements or agreements taken or made by or on its behalf, and each Partner hereby agrees to indemnify and hold harmless the other Partner from and against any liabilities, costs, damages and expenses from any party making any such claims through such Partner.

          Section 10.12 Time is of the Essence. Time is of the essence of this Agreement.

                    10.12.1 One Authorization, Execution. This Agreement and the other agreements or instruments to be delivered in connection herewith (collectively, “related documents”) by the General Partner and any of its Affiliates, as applicable, have been duly authorized and validly executed and constitute the binding obligations of and are enforceable against the General Partner and its Affiliates, as applicable, in accordance with their respective terms. The General Partner and its Affiliates, as applicable, have full power, authority and capacity to enter into this Agreement and the related documents, as applicable, and to carry out their respective obligations as described in this Agreement and the related documents, as applicable. No community property or other similar interest exists with respect to any Partnership asset on the part

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of any Person that is not a party to this Agreement. Each partnership or corporate Affiliate of the General Partner is duly formed, validly existing and in good standing in the State of its formation and qualified, as necessary, to carry on its business operations as they are currently or anticipated to be carried on in the State of Texas.

                    10.12.2 Non Foreign Person. The General Partner is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended (“FIRPTA”).

                    10.12.3 Survival. The representations and warranties in this Section 10.12 shall survive the formation and the termination of the Partnership, provided that these representations shall only continue longer than one year after the termination of the Partnership to the extent that a notice of breach thereof is given to the General Partner within such one year period.

                    10.12.4 Certain Prohibitions. No General Partner shall borrow or withdraw for its own account any amount from the Partnership, except as expressly provided in this Agreement.

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ARTICLE XI

POWER OF ATTORNEY

          Section 11.1 Grant of Power. By executing this Agreement, each Partner hereby grants the General Partner a special power of attorney irrevocably making, constituting and appointing the General Partner with unrestricted power of substitution and re-substitution as the attorney-in-fact for such Partner with power and authority to act in its name and on its behalf to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices such ministerial documents and instruments as may be necessary or appropriate to carry out the provisions of this Agreement, including the following: (a) any certificates of limited partnership, as well as any amendments to such certificates which, under the laws of the State of Texas or the laws of any other state, are required to be filed, and which the General Partner deems to be desirable or appropriate to file in order to form the Partnership and to qualify and continue as a limited partnership and which are adopted in accordance with the provisions hereof; (b) any other instrument or document which may be required to be filed by the Partnership under the laws of any state or by any governmental agency, and which the General Partner deems desirable or appropriate to file; and (c) any instrument or document which may be necessary, desirable or appropriate to effect the continuation of the Partnership, the admission of a substituted Limited Partner or General Partner or the dissolution and termination of the Partnership, or to reflect any reductions in amount of capital contributions of Partners (provided such continuation, admission, dissolution, termination or reduction is in accordance with the terms of this Agreement).

          Section 11.2 Duration of Power. The foregoing power of attorney granted by each Partner: (a) is a special power of attorney coupled with an interest and is irrevocable; (b) may be exercised by the empowered person or entity acting alone for such Partner by a signature of such person or entity or by one of its partners on its behalf; and (c) shall survive a Transfer by such Partner of all or any portion of their respective interest in the Partnership. Each Partner hereby agrees to execute at any time in the future such additional documents or certificates as is deemed necessary or required by the General Partners in order to carry out and effectuate the intention of this Article 11.

(Signature page follows)

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          IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above set forth.

General Partner:	Mobile Storage Group, Inc.,
	a California corporation
	By:
		Douglas A. Waugaman
		President and Chief Executive Officer
	MSG Investments, Inc.,
	a California corporation
	By:
		Name:
		Title:

EXHIBIT A

INDEX OF DEFINED TERMS

Term	Page	Section
Act	2	1.1.1
Act of Insolvency	23	9.2.2
Adjusted Balance	18	5.4
Agreement	1	—
Assignment	20	7.1.1
Book Value	18	5.3
Capital Account	4	2.1.3
Cash Flow	13	5.1.1
Certificate	2	1.1.3
Code	7	2.4.1(a)
Contributing Partner	5	2.3.3(a)
Contribution Loan	5	2.3.3(a)
Default Purchase Price	23	8.3(a)
Defaulting Partner	23	8.3.1
Defaulting Partner’s	58	7.3.5
Effective Date	1	—
Event of Default	21	8.2.1
Excess Additional Capital Contribution Requirements	4	2.3.1
FIRPTA	30	10.12.2
General Partner	1	—
IRS	15	5.1.4
Laws	10	3.2.4(j)
Limited Partner	1	—
Loss	17	5.3
Minimum gain attributed to partner nonrecourse debt	17	5.2.3
Minimum Gain Chargeback	16	5.2.3
MSGI		—
MSG Investments		—
Net fair market value	26	9.1
Non-Contributing Partner	5	2.3.3
Non-Defaulting Partner	23	8.3.1 & 9.3(a)
Partner(s)	1 & 63	Recitals A
Partner Nonrecourse Debt	17	5.2.3
Partnership	1	1.1.1
Percentage Interest(s)	3	2.1.1
Profit	17	5.3
Related documents	30	10.12.1

Term	Page	Section
Securities Laws	20	7.1.3
Shortfall	4	2.3.1
Surviving Partner	26	8.6
Terminated Partner	24	8.4
Texas Assets		Recitals A
TMP	19	6.3
Transfer	20	7.1.1
Unreturned Initial Capital	14	5.1.2
Unreturned Additional Capital	14	5.1.2
Withdrawing Partner	26	8.6

Definitions

“Credit Agreements” shall mean (a) that certain Credit Agreement, dated as of December __, 2003 (including all annexes, exhibits and schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “US Credit Agreement”) among Mobile Storage Group, Inc. (“US Borrower”), certain financial institutions and Bank of America, N.A., as administrative agent and US agent (in such capacity the “Administrative Agent”) and (b) that certain Multicurrency Credit Agreement, dated as of December __, 2003 (including all annexes, exhibits and schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “UK Credit Agreement”, and together with the US Credit Agreement, the “Credit Agreements”) among Ravenstock MSG Limited (“UK Borrower”, and together with US Borrower and each other borrower under the Credit Agreements, the “Borrowers”) and Bank of America, N.A., as UK agent (in such capacity the “UK Agent”) and UK security trustee (in such capacity, the “UK Security Trustee”).

“Security Agreement” shall mean that certain Security Agreement, dated as of December __, 2003, by and among each of the Grantors party thereto and Bank of America, N.A., in its capacity as administrative agent and security agent for and on behalf of the Lenders party to the Credit Agreements.

EXHIBIT B

PARTNER CAPITAL AMOUNTS

________________	$	___________
________________	$	___________
________________	$	___________

EX-4.1

Exhibit 4.1

EXECUTION COPY

INDENTURE

MOBILE SERVICES GROUP, INC.

and

MOBILE STORAGE GROUP, INC.

as Issuers

and the SUBSIDIARY GUARANTORS named herein

Dated as of August 1, 2006

WELLS FARGO BANK, N.A., as
Trustee

9 3/4% SENIOR NOTES DUE 2014

TABLE OF CONTENTS

			Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE			1
	1.1	Definitions	1
	1.2	Other Definitions	24
	1.3	Incorporation by Reference of Trust Indenture Act	24
	1.4	Rules of Construction	25
	1.5	One Class of Notes	25
ARTICLE II THE NOTES			25
	2.1	Form and Dating	25
	2.2	Execution and Authentication	26
	2.3	Registrar and Paying Agent	27
	2.4	Paying Agent to Hold Money in Trust	27
	2.5	Holder Lists	28
	2.6	Transfer and Exchange	28
	2.7	Replacement Notes	39
	2.8	Outstanding Notes	40
	2.9	Treasury Notes	40
	2.10	Temporary Notes	40
	2.11	Cancellation	41
	2.12	Defaulted Interest	41
	2.13	CUSIP or Other Similar Numbers	41
	2.14	Issuance of Additional Notes	41
	2.15	Computation of Interest	42
ARTICLE III REDEMPTION AND PREPAYMENT			42
	3.1	Notices to Trustee	42
	3.2	Selection of Notes to be Redeemed	42
	3.3	Notice of Redemption	42
	3.4	Effect of Notice of Redemption	43
	3.5	Deposit of Redemption Price	43
	3.6	Notes Redeemed in Part	44
	3.7	Optional Redemption	44
	3.8	Mandatory Redemption	44
	3.9	Offer to Purchase by Application of Excess Proceeds	45
ARTICLE IV COVENANTS			46
	4.1	Payment of Notes	46
	4.2	Maintenance of Office or Agency	47
	4.3	Reports	47
	4.4	Compliance Certificate	48
	4.5	Taxes	49
	4.6	Stay, Extension and Usury Laws	49
	4.7	Restricted Payments	49

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	4.8	Dividend and Other Payment Restrictions Affecting Subsidiaries	52
	4.9	Incurrence of Indebtedness	54
	4.10	Asset Sales	57
	4.11	Transactions With Affiliates	59
	4.12	Liens	60
	4.13	Business Activities	61
	4.14	Corporate Existence	61
	4.15	Offer to Repurchase upon Change of Control	61
	4.16	Future Subsidiary Guarantees	62
	4.17	Designation of Restricted and Unrestricted Subsidiaries	63
	4.18	Payments for Consent	63
ARTICLE V SUCCESSORS			63
	5.1	Merger, Consolidation, or Sale of Assets	63
	5.2	Successor Corporation Substituted	64
ARTICLE VI EVENTS OF DEFAULT			64
	6.1	Events of Default	64
	6.2	Acceleration	65
	6.3	Other Remedies	66
	6.4	Waiver of Past Defaults	66
	6.5	Control By Majority	66
	6.6	Limitation on Suits	66
	6.7	Rights of Holders of Notes to Receive Payment	67
	6.8	Collection Suit by Trustee	67
	6.9	Trustee May File Proofs of Claim	67
	6.10	Priorities	68
	6.11	Undertaking for Costs	68
ARTICLE VII TRUSTEE			68
	7.1	Duties of Trustee	68
	7.2	Rights of Trustee	69
	7.3	Individual Rights of Trustee	70
	7.4	Trustee’s Disclaimer	71
	7.5	Notice of Defaults	71
	7.6	Reports by Trustee to Holders of the Notes	71
	7.7	Compensation and Indemnity	71
	7.8	Replacement of Trustee	72
	7.9	Successor Trustee by Merger, Etc	73
	7.10	Eligibility; Disqualification	73
	7.11	Preferential Collection of Claims Against Company	73
	7 12	Other Capacities	73
ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE			74
	8.1	Option to Effect Legal Defeasance or Covenant Defeasance	74
	8.2	Legal Defeasance and Discharge	74
	8.3	Covenant Defeasance	74

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	8.4	Conditions to Legal or Covenant Defeasance	75
	8.5	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	76
	8.6	Repayment to Issuers	76
	8.7	Reinstatement	76
ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER			77
	9.1	Without Consent of Holders of Notes	77
	9.2	With Consent of Holders of Notes	78
	9.3	Compliance With Trust Indenture Act	79
	9.4	Revocation and Effect of Consents	79
	9.5	Notation on or Exchange of Notes	79
	9.6	Trustee to Sign Amendments, Etc	79
ARTICLE X GUARANTEES			80
	10.1	Guarantee	80
	10.2	Limitation on Guarantor Liability	81
	10.3	Guarantors May Consolidate, etc., on Certain Terms	81
	10.4	Releases of Guarantees	81
	10.5	Notation of Guarantee	82
ARTICLE XI SATISFACTION AND DISCHARGE			82
	11.1	Satisfaction and Discharge	82
	11.2	Application of Trust Funds	83
	11.3	Repayment to Company	83
	11.4	Reinstatement	83
ARTICLE XII MISCELLANEOUS			84
	12.1	Trust Indenture Act Controls	84
	12.2	Notices	84
	12.3	Communication by Holders of Notes With Other Holders of Notes	85
	12.4	Certificate and Opinion as to Conditions Precedent	85
	12.5	Statements Required in Certificate or Opinion	85
	12.6	Rules by Trustee and Agents	86
	12.7	No Personal Liability of Directors, Officers, Employees and Shareholders	86
	12.8	Governing Law	86
	12.9	No Adverse Interpretation of Other Agreements	86
	12.10	Successors	86
	12.11	Severability	86
	12.12	Counterpart Originals	86
	12.13	Table of Contents, Headings, Etc	86
	12.14	Benefits of Indenture	87
	12.15	Legal Holidays	87

-iii-

EXHIBITS:
A	Form of Note
B	Form of Certificate of Transfer
C	Form of Certificate of Exchange
D	Form of Supplemental Indenture to be Delivered by Subsequent Guarantors

iv

CROSS-REFERENCE TABLE*

Trust Indenture Act Section		Indenture Section
310	(a)(l)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	7.10
	(b)	7.10
	(c)	N.A.
311	(a)	7.11
	(b)	7.11
312	(a)	2.5
	(b)	12.3
	(c)	12.3
313	(a)	7.6
	(b)(l)	N.A.
	(b)(2)	7.6; 7.7
	(c)	7.6; 12.2
	(d)	7.6
314	(a)	4.3; 12.2
	(b)	N.A.
	(c)(1)	12.4
	(c)(2)	12.4
	(c)(3)	N.A.
	(e)	12.5
	(f)	N.A.
315	(a)	7.1
	(b)	7.5; 12.2
	(c)	7.1
	(d)	7.1
	(e)	6.11
316	(a)(last sentence)	2.9
	(a)(1)(A)	6.5
	(a)(1)(B)	6.4
	(a)(2)	N.A.
	(b)	6.7
	(c)	2.12
317	(a)(l)	6.8
	(a)(2)	6.9
	(b)	2.4
318	(a)	12.1
	(b)	N.A.
	(c)	12.1

N.A. means not applicable.

*This Cross-Reference Table is not part of this Indenture.

v

                    INDENTURE dated as of August 1, 2006 among Mobile Services Group, Inc., a Delaware corporation (the “Company”), Mobile Storage Group, Inc., a Delaware corporation (“MSG” and, together with the Company, the “Issuers”), and Wells Fargo Bank, N.A., as trustee (the “Trustee”).

                    The Issuers, the Guarantors (as defined herein) and the Trustee agree as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Initial Notes, the Additional Notes and the Exchange Notes (in each case as defined herein):

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

                    1.1 Definitions.

                    “Acquired Debt” means, with respect to any specified Person: (i) Indebtedness of any other Person (a) existing at the time such other Person is merged or consolidated with or into or became a Subsidiary of such specified Person, or (b) assumed by such specified Person in connection with an acquisition of any Equity Interests or assets of such other Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

                    “Additional Interest” means all additional interest on the Notes then owing pursuant to a Registration Rights Agreement.

                    “Additional Notes” means 9 3/4% Senior Notes due 2014 of the Issuers issued in compliance with and under this Indenture after the Issue Date and having identical terms to the Initial Notes or the Exchange Notes, other than with respect to the date of issuance and issue price, first payment of interest and rights under a related Registration Rights Agreement, if any.

                    “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

                    “Agent” means any Registrar, Paying Agent, co-registrar, authenticating agent or securities custodian.

                    “Applicable Premium” means, with respect to a Note at any redemption date, the excess of (i) the present value at such time of (a) the redemption price of such Note at August 1, 2010 (such redemption price being described in Section 3.7 hereof plus (b) all required interest payments (excluding accrued and unpaid interest) due on such Note through August 1, 2010, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (ii) the outstanding principal amount of such Note.

                    “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear or Clearstream, as the case may be, that apply to such transfer or exchange.

                    “Asset Sale” means: (i) the sale, lease (other than operating leases), sublease, conveyance or other disposition of any assets or rights, other than sales of assets in the ordinary course of business;

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provided that the sale, lease, sublease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of this Indenture described under Section 4.15 and Section 5.1 hereof and not by the provisions of Section 4.10 hereof; and (ii) the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of the Company’s Restricted Subsidiaries. Notwithstanding the preceding, the following items will not be deemed to be Asset Sales: (i) any single transaction or series of related transactions that involves assets having a fair market value of less than $2.5 million; (ii) a transfer of assets (a) between or among the Company and its Restricted Subsidiaries (other than a Receivables Entity) or (b) between the Company or its Restricted Subsidiary, on the one hand, and another Person, on the other hand, if after giving effect to such transaction, the other Person becomes a Restricted Subsidiary (other than a Receivables Entity) of the Company; (iii) the sale, lease, sublease, conveyance or other disposition of equipment (including lease equipment), assets, inventory, accounts receivable or other assets from the lease fleet and the sales inventory of the Company and its Restricted Subsidiaries in the ordinary course of business; (iv) the sale, transfer or other disposition of obsolete, damaged or worn-out equipment, lease fleet and sales inventory; (v) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary (other than a Receivables Entity) of the Company; (vi) a Restricted Payment that is permitted by Section 4.7 hereof or a Permitted Investment; (vii) any conversion of Cash Equivalents into cash or any form of Cash Equivalents; (viii) any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other litigation claims; (ix) any termination or expiration of any lease or sublease of real property in accordance with its terms; (x) creating or granting of Liens (and any sale or disposition thereof or foreclosure thereon) not prohibited by the Indenture; (xi) any sublease of real property in the ordinary course of business; (xii) grants of credits and allowances in the ordinary course of business; (xiii) sales of accounts receivable and related assets or an interest therein of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Entity; and (xiv) condemnations on or the taking by eminent domain of property or assets.

                    “Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

                    “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or stale law for the relief of debtors.

                    “Beneficial Owner” has the meaning assigned to such term in Rule 13d -3 and Rule 13d-5 under the Exchange Act (as in effect on the date hereof). The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

                    “Board of Directors” means: (i) with respect to a corporation, the board of directors of the corporation; (ii) with respect to a partnership, the board of directors of the general partner of the partnership; and (iii) with respect to any other Person, the board of directors or committee of such Person serving a similar function.

                    “Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the trustee.

                    “Borrowing Base” means, as of any date, on a consolidated basis and without duplication, the sum of (i) 85.0% of the net book value of accounts receivable of the Company and its Restricted Subsidiaries, plus (ii) the lesser of 100.0% of the net book value and 90.0% of the net appraised recovery.

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value of lease fleet assets of the Company and its Restricted Subsidiaries, plus (iii) the lesser of 90.0% of the net book value and 80.0% of the net appraised recovery value of machinery and equipment of the Company and its Restricted Subsidiaries, plus (iv) 90.0% of the net book value of inventory of the Company and its Restricted Subsidiaries (subject to an aggregate $25.0 million inventory sublimit); provided, however, that if Indebtedness is being incurred to finance an acquisition pursuant to which any accounts receivable, lease fleet assets, machinery and equipment or inventory will be acquired (whether through the direct acquisition of assets or the acquisition of Capital Stock of a Person), the Borrowing Base shall include the applicable percentage of any accounts receivable, lease fleet assets, machinery and equipment and inventory to be acquired in connection with such acquisition.

                    “Broker-Dealer” has the meaning set forth in a Registration Rights Agreement.

                    “Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close.

                    “Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

                    “Capital Stock” means: (i) in the case of a corporation, corporate stock; (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

                    “Cash Equivalents” means: (i) United States dollars, Canadian dollars, British pounds or Euros and, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business; (ii) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition; (iii) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $250.0 million and a Thomson Bank Watch Rating of “B” or better; (iv) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (ii) and (iii) above entered into with any financial institution meeting the qualifications specified in clause (iii) above; (v) commercial paper having a rating of at least “P-2” (or the equivalent thereof) from Moody’s Investors Service, Inc. or at least “A-2” (or the equivalent thereof) from Standard & Poor’s Rating Services and in each case maturing within one year after the date of acquisition; and (vi) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (i) through (v) of this definition.

                    “Change of Control” means the occurrence of any of the following: (i) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than a Principal or a Related Party; (ii) the adoption of a plan relating to the liquidation or dissolution of the Company; (iii) any “person” (as defined above) other than any Principal or Related Party becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares;

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or (iv) the first day on which a majority of the members of the Board of Directors of the Company or any Parent Entity are not Continuing Directors.

                    “Clearstream” means Clearstream Banking, société anonyme, or any successor securities clearing agency.

                    “Company” has the meaning set forth to it in the preamble to this Indenture.

                     “Commission” means the United States Securities and Exchange Commission.

                    “Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker, having a maturity comparable to the first redemption date of the Notes, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the first redemption date of the Notes, “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company,

                    “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations, “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New York time, on the third Business Day preceding such redemption date.

                    “Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

          (i) provision For taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

          (ii) the interest expense of such Person and its Restricted Subsidiaries for such period, to the extent that such interest expense was deducted in computing such Consolidated Net Income; plus

          (iii) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses and charges (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses and charges were deducted in computing such Consolidated Net Income; plus

          (iv) losses arising from foreign currency or foreign currency exchange fluctuations related to Investments of the Company or its Restricted Subsidiaries in the Company or its Restricted Subsidiaries (other than Receivables Entities); plus

          (v) any fees, charges and expenses incurred in connection with any Equity Offering, Permitted Investment, acquisition, recapitalization or issuance or repayment of Indebtedness permitted to be incurred under the Indenture (in each case whether or not consummated) or the

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Transactions (including, without limitation, the fees payable to the Principal pursuant to the Management Agreement in connection with the Transactions) and, in each case, deducted in such period in computing Consolidated Net Income; minus

          (vi) gains arising from foreign currency or foreign currency exchange fluctuations related to Investments of the Company or its Restricted Subsidiaries in the Company or its Restricted Subsidiaries (other than Receivables Entities); minus

          (vii) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business (excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges made in any prior period that reduced Consolidated Cash Flow or which will result in the receipt of cash in a future period or the amortization of lease incentives),

in each case, on a consolidated basis and determined in accordance with GAAP.

                    “Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate, without duplication, of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

          (i) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or (subject to clause (ii) below) a Restricted Subsidiary of the Person;

          (ii) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its shareholders unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that the Consolidated Net Income of such Person shall be increased by the amount of dividends or similar distributions that are actually paid in cash (or to the extent converted into cash) to such Person or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

          (iii) the cumulative effect of a change in accounting principles will be excluded;

          (iv) any net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of the Company) and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person shall be excluded;

          (v) any non-cash compensation expense, including any such expense arising from stock options, restricted stock grants or other equity-incentive programs shall be excluded;

          (vi) any net after-tax gains or losses attributable to the early extinguishment of Indebtedness shall be excluded;

          (vii) the effect of any non-cash items resulting from any amortization, write-up, write-down or write-off of assets (including intangible assets, goodwill and deferred financing costs in connection with the Transactions or any future acquisition, disposition, merger,

5

consolidation or similar transaction or any other non-cash impairment charges incurred subsequent to the date of the Indenture resulting from the application at SFAS Nos. 141, 142 or 144 (excluding any such non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period except to the extent such item is subsequently reversed) shall be excluded; and

          (viii) any net gain or loss resulting from Hedging Obligations (including pursuant to the application of SFAS No. 133) shall be excluded.

                    “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who: (i) was a member of such Board of Directors on the date hereof; or (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election; or (iii) was nominated by a Principal or Related Party pursuant to a shareholders, voting or similar agreement.

                    “Contribution Indebtedness” means Indebtedness of the Company or any Restricted Subsidiary of the Company in an aggregate principal amount not greater than two times the net cash proceeds received by the Company after the date of the Indenture from the issue or sale of Equity Interests of the Company or cash contributions made to the capital of the Company (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Company or any of its Subsidiaries) (collectively, “Contribution Indebtedness Equity”) provided that such Contribution Indebtedness: (i) if the aggregate principal amount of such Contribution Indebtedness is greater than one times the net cash proceeds of such Contribution Indebtedness Equity, the amount of such excess shall be (a) subordinated Indebtedness (other than secured Indebtedness) and (b) Indebtedness with a Stated Maturity at least 91 days later than the Stated Maturity of the Notes, and (ii) (a) is incurred within 180 days alter the making of such cash contributions and (b) is so designated as Contribution Indebtedness (and the related Contribution Indebtedness Equity is so designated as Contribution Indebtedness Equity) pursuant to an Officers’ Certificate on the date of the incurrence thereof.

                    “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.2 hereof or such other address as to which the Trustee may give notice to the Issuers.

                    “Credit Agreement” means each of (i) the U.S. Credit Agreement and (ii) the U.K. Credit Agreement.

                    “Credit Agreement Note” means that certain Revolving Subordinated Intercompany Demand Note dated as of the date hereof by the Company in favor of Ravenstock MSG Limited in an amount not to exceed $15.0 million pursuant to the Credit Agreement and any Permitted Refinancing Indebtedness in respect thereof.

                    “Credit Facilities” means one or more debt facilities or agreements (including, without limitation, the Credit Agreement) or commercial paper facilities or indentures, in each case with banks or other institutional lenders or investors providing for revolving credit loans, term loans, debt securities, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, extended, replaced, restructured or refinanced in whole or in part from time to lime under the same or any other agent, lender or group of lenders.

                    “Custodian” means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

6

                    “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default

                    “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.1(b) hereof, in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

                    “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

                    “Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration; provided such cash proceeds are applied pursuant to Section 4.10 hereof.

                    “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the dale that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Issuers to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Issuers may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.7 hereof.

                    “Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia, other than (a) MSG Investments, Inc. and (b) any Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary.

                    “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

                    “Equity Offering” means any public offering or private sale for cash on a primary basis by the Company or any Parent Entity of the Company or private sale of Capital Stock (other than Disqualified Stock) after the date of the Indenture (other than any issuance (i) pursuant to employee benefit plans or otherwise in compensation to officers, directors or employees, (ii) made in connection with Change of Control transactions or (iii) constituting Contribution Indebtedness Equity).

                    “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system, or any successor securities clearing agency.

                    “Exchange Act” means the Securities Exchange Act of 1934, as amended.

7

                    “Exchange Notes” means the 9 3/4% Senior Notes due 2014 to be issued by the Issuers upon the expiration of an Exchange Offer pursuant to the terms of a Registration Rights Agreement containing terms substantially identical to the Initial Notes (except that (i) the transfer restrictions thereon shall be eliminated (other than as may be imposed by state securities laws) and (ii) there will be no provision for the payment of Additional Interest).

                    “Exchange Offer” means, subject to the terms of a Registration Rights Agreement, the offer by the Issuers to the Holders of the opportunity to exchange their Initial Notes (or Additional Notes) for Exchange Notes pursuant to a registration statement Filed with the Commission.

                    “Exchange Offer Registration Statement” has the meaning set forth for such term in a Registration Rights Agreement.

                    “Existing Indebtedness” means Indebtedness of the Issuers and their Restricted Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of the Indenture, until such amounts are repaid (unless replaced by Permitted Refinancing Indebtedness at the time of repayment).

                    “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period. the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock (or any preferred stock permanently ceases to accrue dividends or is converted into, or exchanged for, Capital Stock (other than Disqualified Stock)) subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, conversion, exchange, cessation of dividends, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period.

                    In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

          (i) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated on a pro forma basis; provided that such pro forma calculations shall be determined in good faith by the Chief Financial Officer of the Company and shall be set forth in an Officers’ Certificate signed by the Company’s Chief Financial Officer which states (a) the amount of such adjustment or adjustments, (b) that such adjustment or adjustments are based on the reasonable good faith belief of the Company at the time of such execution, and (c) that the steps necessary for the realization of such adjustments have been or are reasonably expected to be taken within 12 months following such transaction;

          (ii) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of on or prior to the Calculation Date, will be excluded;

8

          (iii) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of on or prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; and

          (iv) any interest expense of such Person attributable to interest on any Indebtedness or dividends on any Disqualified Stock bearing a floating interest (or dividend) rate will be computed on a pro forma basis as if the average rate of interest (or dividend) in effect from the beginning of the period referenced to the Calculation Date had been the applicable rate of interest (or dividend) for the entire period, unless such Person or any of its Restricted Subsidiaries is a party to a Hedging Obligation (which will remain in effect for the twelve-month period immediately following the Calculation Date) that has the effect of fixing the rate of interest on the date of determination, in which case such rate (whether higher or lower) will be used.

                    “Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

          (i) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates but excluding amortization of debt issuance costs; plus

          (ii) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

          (iii) any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

          (iv) Receivables Fees; plus

          (v) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock or any series of Disqualified Stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of such Person (other than Disqualified Stock) or to such Person or a Restricted Subsidiary of such Person, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis and in accordance with GAAP.

                    “Foreign Subsidiary” means a Restricted Subsidiary that is not a Domestic Subsidiary.

                    “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect as of the date of the Indenture.

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                    “Global Note Legend” means the legend set forth in Section 2.6(g)(ii), which is required to be placed on all Global Notes issued under this Indenture.

                    “Global Notes” means one or more global notes deposited with or on behalf of, and registered in the name of, the Depositary or its nominee and issued in accordance with Sections 2.1 and 2.7 hereof.

                    “Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

                    “guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

                    “Guarantee” means each Subsidiary Guarantee.

                     “Guarantors” means each Subsidiary Guarantor.

                    “Hedging Obligations” means, with respect to any specified Person, the obligations of such Person incurred not for speculative purposes under: (i) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements; (ii) foreign exchange contracts and currency protection agreements entered into with one or more financial institutions designed to protect the person or entity entering into the agreement against fluctuations in interest rates or currency exchanges rates with respect to Indebtedness incurred; (iii) any commodity futures contract, commodity option or other similar agreement or arrangement designed to protect against fluctuations in the price of commodities used by that entity at the time; and (iv) other agreements or arrangements designed to protect such person against fluctuations in interest rates or currency exchange rates.

                    “Holder” means any Person (which may include the Depositary or its nominee) in whose name the Notes are registered.

                    “Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose total assets (other than Capital Stock of a Foreign Subsidiary), as of the last day of the most recently ended four full fiscal quarter period for which internal financial statements are available immediately preceding such date, are less than $250,000 and whose total revenues (other than revenues attributable to a Foreign Subsidiary owned by such Restricted Subsidiary) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such date do not exceed $50,000; provided that a Restricted Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of the Issuers or any Guarantor.

                    “Indebtedness” means (without duplication), with respect to any specified Person, any indebtedness of such Person (it being understood that Indebtedness shall not include, among other things, deferred taxes, customer deposits, accrued expenses and trade payables), whether or not contingent: (i) in respect of borrowed money; (ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); (iii) in respect of letters of credit, banker’s acceptances or other similar instruments; (iv) representing Capital Lease Obligations and Attributable Debt; (v) representing the balance of the deferred and unpaid portion of the purchase price of any property except (a) any portion thereof that constitutes an accrued expense or trade payable, (b) obligations to consignors to pay under normal trade terms for consigned goods and (c) earn-out obligations; (vi) all obligations of such Person with respect to the redemption, repayment or other

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repurchase of any Disqualified Stock or, with respect to any Restricted Subsidiary that is not a Subsidiary Guarantor, any preferred stock (but excluding, in each case, any accrued dividends); (vii) representing any Hedging Obligations; or (viii) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to a Qualified Receivables Transaction, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes, without duplication, all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person. The amount of any Indebtedness outstanding as of any date will be: (i) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; (ii) in the case of any Disqualified Stock of the specified Person or any Subsidiary Guarantor or preferred stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, the repurchase price calculated in accordance with the terms of such Disqualified Stock or preferred stock as if such Disqualified Stock or preferred stock were repurchased on the date on which Indebtedness is required to be determined pursuant to the Indenture; provided that if such Disqualified Stock or preferred stock is not then permitted to be repurchased, the greater of the liquidation preference and the book value of such Disqualified Stock or preferred stock; (iii) in the case of Indebtedness of others secured by a Lien on any asset of the specified Person, the lesser of (A) the fair market value of such asset on the date on which Indebtedness is required to be determined pursuant to the Indenture and (B) the amount of the Indebtedness so secured; (iv) in the case of the guarantee by the specified Person of any Indebtedness of any other Person, the maximum liability to which the specified Person may be subject upon the occurrence of the contingency giving rise to the obligation; (v) in the case of any Hedging Obligations, the net amount payable if such Hedging Obligations were terminated at that time due to default by such Person (after giving effect to any contractually permitted set-off); (vi) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness; and (vii) the principal amount of any Indebtedness outstanding in connection with a Qualified Receivables Transaction is the Receivables Transaction Amount relating to such Qualified Receivables Transaction.

                    “Indenture” means this Indenture, as amended or supplemented from time to time.

                    “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

                    “Initial Notes” means the $200.0 million aggregate principal amount of 9 3/4% Senior Notes Due 2014 issued by the Issuers on the Issue Date.

                    “Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees, and deposits, extensions of trade credits and allowances on commercially reasonable terms, in each case, made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition in an amount equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of Section 4.7 hereof. The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such

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third Person on the date of any such acquisition in an amount determined as provided in the final paragraph of Section 4.7 hereof; provided that investments held by the acquired Person in such third person that do not exceed $1.0 million will not be deemed to be an Investment by the Company or any such Subsidiary for the purposes of this definition.

                    “Issue Date” means the date on which the Notes are originally issued under this Indenture.

                    “Issuers” has the meaning set forth to it in the preamble to this Indenture.

                    “Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

                    “Leverage Ratio” means, with respect to any Person, at any date the ratio of (i) Indebtedness of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) to (ii) Consolidated Cash Flow of such Person for the four full fiscal quarters For which internal financial statements are available immediately preceding such date on which such additional Indebtedness is incurred. In the event that such Person or any of its Restricted Subsidiaries incurs or redeems any Indebtedness subsequent to the commencement of the period for which the Leverage Ratio is being calculated but prior to the event for which the calculation of the Leverage Ratio is made, then the Leverage Ratio shall be calculated giving pro forma effect to such incurrence or redemption of Indebtedness as if the same had occurred at the beginning of the applicable four-quarter period. For purposes of making the computation referred to above, Consolidated Cash Flow of such Person shall be determined in accordance with the second paragraph of the definition of “Fixed Charge Coverage Ratio.”

                    “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

                    “Management Agreement” means the Management Agreement among the Company, MSG WC Holdings Corp. and WCAS Management Corporation dated the date of the Indenture.

                    “MSG” has the meaning set forth to it in the preamble to this Indenture.

                    “Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends; provided, that “Net Income” shall exclude: (i) any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with: (a) any Asset Sale or other disposition not in the ordinary course of business (including, without limitation, dispositions pursuant to sale and leaseback transactions); or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; (ii) any extraordinary, unusual or non-recurring gain (or loss), charge, cost or expense, together with any related provision for taxes on such extraordinary, unusual or non-recurring gain (or loss), charge, cost or expense; and (iii) any (a) non-cash charges relating to the grant, exercise or repurchase of options for, or shares of, the Capital Stock (other than Disqualified Stock) of such Person to any employee or director of such Person, (b) non-cash charges relating to the write-down of goodwill or other intangibles to the extent such items reduced the Net Income of such Person during any period and (c) non-cash gains or losses related to Hedging Obligations.

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                    “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale, including any Designated Non-cash Consideration), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale including any withholding taxes imposed on the repatriation of such proceeds, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness (including any interest or premium) and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

                    “Non-Recourse Debt” means Indebtedness: (i) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender (in each case, except for a pledge of the Equity Interests of Unrestricted Subsidiaries); and (ii) no default with respect to which (including any rights that the holders of the Indebtedness may have to lake enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity.

                    “Non-U.S. Person” means a Person who is not a U.S. Person.

                    “Note Custodian” means Wells Fargo Bank, N.A., as custodian for the Depositary with respect to the Notes in global form, or any successor entity thereto.

                    “Notes” means the Initial Notes, the Exchange Notes and any Additional Notes issued under this Indenture.

                    “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

                    “Offering” means the offering of the Initial Notes by the Issuers.

                    “Offering Memorandum” means the Offering Memorandum relating to the Notes and dated July 20, 2006, as amended or supplemented.

                    “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer or the Secretary of such Person.

                    “Officers’ Certificate” means a certificate signed by two Officers of each Issuer or by one Officer and any Assistant Treasurer or Assistant Secretary of each Issuer and which complies with the provisions of Section 12.5 hereof.

                    “144A Global Note” means one or more global notes in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that shall represent the aggregate principal amount of the Notes sold in reliance on Rule 144A.

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                    “Opinion of Counsel” means a written opinion from legal counsel which meets the requirements of Section 12.5 hereof. The counsel may be an employee of or counsel to the Issuers.

                    “Parent Entity” means any Person that is a direct or indirect parent of the Company.

                    “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to The Depository Trust Company, shall include Euroclear and Clearstream).

                    “Parent Subordinated Notes” means the $90.0 million in aggregate principal amount of Subordinated Notes due 2015 issued by MSG WC Holdings Corp. on the date of the Indenture.

                    “Permitted Business” means (i) the lines of business conducted by the Company and its Restricted Subsidiaries on the date of the Indenture and any business incidental or reasonably related thereto or which is a reasonable extension thereof as determined in good faith by the Company’s Board of Directors and (ii) any business which forms a part of a business (the “Acquired Business”) which is acquired by the Company or any of its Restricted Subsidiaries if the primary intent of the Company or such Restricted Subsidiary was to acquire that portion of the Acquired Business which meets the requirements of clause (i) of this definition and the portion of the Acquired Business which meets the requirements of clause (i) of this definition constitutes a majority of the Acquired Business.

                    “Permitted Investments” means:

          (i) any Investment in the Company or in a Restricted Subsidiary (other than a Receivables Entity) of the Company;

          (ii) any Investment in Cash and Cash Equivalents;

          (iii) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment: (a) such Person becomes a Restricted Subsidiary (other than a Receivables Entity) of the Company; or (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary (other than a Receivables Entity) of the Company;

          (iv) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof or any non-cash consideration received in connection with a disposition of assets excluded from the definition of “Asset Sales;”

          (v) workers’ compensation, utility, lease and similar deposits and prepaid expenses in the ordinary course of business and endorsements of negotiable instruments and documents in the ordinary course of business;

          (vi) any investments in any Person solely in exchange For the issuance of Equity Interests (other than Disqualified Stock) of the Company;

          (vii) any Investments arising from agreements of the Company or a Restricted Subsidiary of the Company providing for adjustment of purchase price, deferred payment, earn out or similar obligations, in each case acquired in connection with the disposition or acquisition of any business or assets of the Company or a Restricted Subsidiary (other than in connection with a Qualified Receivables Transaction);

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          (viii) any Investments received in compromise of obligations of any Person to the Company or any Restricted Subsidiary of the Company incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy, insolvency, reorganization, or liquidation of such Person or the good faith settlement of debts of such Person to the Company or a Restricted Subsidiary of the Company, as the case may be;

          (ix) Hedging Obligations permitted to be incurred under Section 4.9 hereof;

          (x) loans and advances made in settlement of accounts receivable, all in the ordinary course of business;

          (xi) guarantees of Indebtedness to the extent permitted by clause (ix) of the second paragraph of Section 4.9 hereof;

          (xii) Investments by the Company or a Restricted Subsidiary in a Receivables Entity or any Investment by a Receivables Entity in any other Person, in each case, in connection with a Qualified Receivables Transaction, provided, however, that any Investment in any such Person is in the form of a Purchase Money Note, or any equity interest or interests in Receivables and related assets generated by the Company or a Restricted Subsidiary and transferred to any Person in connection with a Qualified Receivables Transaction or any such Person owning such Receivables;

          (xiii) receivables owing to the Company or a Restricted Subsidiary of the Company if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as the Company or such Restricted Subsidiary, as the case may be, deems reasonable under the circumstances;

          (xiv) any Investments in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes;

          (xv) any Investments existing on the date of the Indenture;

          (xvi) loans and advances to employees (other than executive officers) of the Company and its Restricted Subsidiaries in the ordinary course of business for bona fide business purposes;

          (xvii) Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons;

          (xviii) Investments consisting of earnest money deposits required in connection a purchase agreement or other acquisition; and

          (xix) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (xix) that are at the time outstanding, not to exceed the greater of (a) $7.5 million and (b) 1.0% of Total Assets of the Company, provided that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (i) above and shall not be included as having been made pursuant to this clause (xix).

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                    “Permitted Liens” means:

          (i) Liens of the Company and any Restricted Subsidiary of the Company securing Indebtedness and other Obligations under the Credit Facilities, including the Credit Agreement, that were incurred and remain outstanding under clause (i) of the second paragraph of Section 4.9 hereof, or any exercise of remedies in connection therewith;

          (ii) Liens in favor of the Company or the Guarantors;

          (iii) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Restricted Subsidiary;

          (iv) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such acquisition;

          (v) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

          (vi) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (iv) of the second paragraph of Section 4.9 hereof covering only the assets acquired with such Indebtedness;

          (vii) Liens existing on the date of the Indenture or that remain in place in connection with the incurrence of Permitted Refinancing Indebtedness;

          (viii) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

          (ix) Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse Debt of Unrestricted Subsidiaries;

          (x) Liens in favor of customs and revenue authorities in connection with custom duties;

          (xi) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance, social security and other statutory obligations, including any Lien securing letters of credit issued in the ordinary course of business in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, governmental contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

          (xii) Liens imposed by law, such as carriers’, landlords’, material men’s, repairmen’s warehouse-men’s and mechanics’ Liens, in each case, for sums not yet due or being contested in good faith through diligent proceedings;

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          (xiii) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations with respect to letters of credit or bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

          (xiv) Liens arising from Uniform Commercial Code financing statement filings regarding leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

          (xv) Liens securing Hedging Obligations;

          (xvi) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building or other restrictions or any similar laws, ordinances, orders, rules or regulations as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties that do not, in the aggregate, materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

          (xvii) Liens encumbering property or assets under construction arising from progress or partial payments by a customer of the Company or one of its Subsidiaries relating to such property or assets;

          (xviii) Liens on assets that are the subject of a sale and leaseback transaction permitted by the provisions of the Indenture;

          (xix) Liens arising from licenses, leases and subleases entered into the ordinary course of business, provided such Liens are limited to the specific property that is the subject of such license, lease, or sublease;

          (xx) judgment Liens not giving rise to an Event of Default; and

          (xxi) Liens securing insurance premium financing; provided that such Liens do not extend to any property or assets other than the insurance policies and proceeds thereof;

          (xxii) Liens on assets transferred to a Receivables Entity or on assets of a Receivables Entity, in either case incurred in connection with a Qualified Receivables Transaction; and

          (xxiii) other Liens incurred in the ordinary course of business of the Company or any Subsidiary of the Company with respect to obligations that do not exceed $10.0 million at any one time outstanding.

          “Permitted Payments to Parent Entity” means without duplication as to amounts:

          (i) payments to the Parent Entity in an amount sufficient to permit the Parent Entity to pay reasonable accounting, legal, board and administrative expenses and other reasonable holding company expenses of the Parent Entity, and

          (ii) payments to the Parent Entity in respect of the United States, federal, state, local or non-United States tax liabilities of the Company and its Subsidiaries to the extent that the Parent Entity has an obligation to pay such tax liabilities (“Tax Payments”). Tax Payments shall not exceed the tax liabilities (including any penalties or interest for taxes and costs to contest any tax liability) that would otherwise be payable by the Company and its Subsidiaries to the

17

appropriate taxing authorities if the Company was not a Subsidiary of the Parent Entity (a “Tax Liability”). The amount of any Tax Payment that may be made with respect to a Tax Liability shall be reduced by any amount paid directly by the Company or any of its Subsidiaries to a taxing authority in satisfaction of such Tax Liability;

          (iii) payments to reimburse the Parent Entity for costs, fees and expenses incident to any debt or equity financing, to the extent that (a) the net proceeds of a primary offering (if it is completed) are, or the net proceeds from original issuance of such securities in the case of a secondary offering, were, contributed to, or otherwise used for the benefit of, the Company or any of its Restricted Subsidiaries, and (b) the costs, fees and expenses are allocated among the Parent Entity and any selling shareholders in such proportion as is required by an applicable shareholders agreement or, to the extent no applicable shareholders agreement exists, as is appropriate to reflect the relative proceeds received by the Parent Entity and such selling shareholders;

          (iv) obligations under the Management Agreement; and

          (v) payments to fund interest payments not in excess of 10% per annum on the outstanding Parent Subordinated Notes; provided, however, that a payment under this clause (v) will only be permitted (a) on and with respect to periods after the second anniversary of the date of the Indenture, (b) at the time of such payment and after giving pro forma effect thereto, no Default or Event of Default shall have occurred and be continuing or would occur as a result of such payment, (c) the Company would, at the time of such payment and after giving pro forma effect thereto as if such payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.9 hereof; and (d) the Leverage Ratio of the Company as of the most recent fiscal quarter end, after giving effect to such payments on a pro forma basis, shall not exceed 4.75:1.

                    “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to repay, redeem, extend, refinance, renew, replace, defease, discharge, refund or otherwise retire for value other Indebtedness of the Company or any of its Subsidiaries (other than intercompany Indebtedness between and among the Company and its Restricted Subsidiaries); provided that: (i) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness repaid, redeemed, extended, refinanced, renewed, replaced, defeased, discharged, refunded, or retired (plus all accrued interest on the Indebtedness and the amount of all fees and expenses and premiums and penalties incurred in connection therewith); (ii) such Permitted Refinancing Indebtedness has a final maturity date of or later than the final maturity dale of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being repaid, redeemed, extended, refinanced, renewed, replaced, defeased, discharged, or refunded or retired; (iii) if the Indebtedness being repaid, redeemed, extended, refinanced, renewed, replaced, defeased, discharged, refunded or retired is subordinated in right of payment to the Notes or any Guarantee, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or the Guarantees, as the case may be, on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being repaid, redeemed, extended, refinanced, renewed, replaced, defeased, refunded, discharged or retired; and (iv) such Indebtedness is incurred either by an Issuer or a Guarantor or if a Restricted Subsidiary that is not a Guarantor is the obligor on the Indebtedness being repaid, redeemed, extended, refinanced, renewed, replaced, defeased, refunded or discharged, then by any Restricted Subsidiary.

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                    “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

                    “Principal or Related Party” means Welsh Carson and its Affiliates.

                    “Private Placement Legend” means the legend set forth in Section 2.6(g)(i) to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

                    “Purchase Money Note” means a promissory note of a Receivables Entity evidencing the deferred purchase price of Receivables (and related assets) and a line of credit, which may be irrevocable, from the Company or any Restricted Subsidiary of the Company in connection with a Qualified Receivables Transaction with a Receivables Entity, which deferred purchase price or line is repayable from cash available to the Receivables Entity, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts owing to such investors and amounts paid in connection with the purchase of newly generated Receivables.

                    “QIB” means a “qualified institutional buyer” as defined in Rule 144A.

                    “Qualified Proceeds” means any of the following or any combination of the following: (i) cash, (ii) Cash Equivalents, (iii) assets that are used or useful in a Permitted Business (excluding Permitted Investments made in Persons other than Restricted Subsidiaries pursuant to clause (vi) of the definition of  “Permitted Investments”) by the Company or any Restricted Subsidiary of the Company and (iv) the Capital Stock of any Person engaged in a Permitted Business that becomes a Restricted Subsidiary of the Company as a result of the acquisition of such Capital Stock by the Company or any Restricted Subsidiary of the Company.

                    “Qualified Receivab1es Transaction” means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to (i) a Receivables Entity (in the case of a transfer by the Company or any of its Restricted Subsidiaries) and (ii) any other Person (in the case of a transfer by a Receivables Entity), or may grant a security interest in, any Receivables (whether now existing or arising in the future) of the Company or any of its Restricted Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such Receivables, all contracts and all guarantees or other obligations in respect of such accounts receivable, the proceeds of such Receivables and other assets which are customarily transferred, or in respect of which security interests are customarily granted, in connection with asset securitization involving Receivables.

                    “Receivable” means a right to receive payment arising from a sale or lease of goods or the performance of services by a Person pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay for goods or services under terms that permit the purchase of such goods and services on credit and shall include, in any event, any items of property that would be classified as an “account,” “chattel paper,” “payment intangible” or “instrument” under the Uniform Commercial Code as in effect in the Stale of New York and any “supporting obligations” as so defined.

                    “Receivables Entity” means a wholly-owned Subsidiary (or another Person in which the Company or any Restricted Subsidiary makes an Investment and to which the Company or any Restricted Subsidiary transfers Receivables and related assets) which engages in no activities other than in connection with the financing of Receivables and which is designated by the Board of Directors of the Company (as provided below) as a Receivables Entity: (i) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which: (a) is guaranteed by the Company or any Restricted

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Subsidiary (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings); (b) is recourse to or obligates the Company or any Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings; or (c) subjects any property or asset of the Company or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings; (ii) with which neither the Company nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding (except in connection with a Purchase Money Note or Qualified Receivables Transaction) other than on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing Receivables; and (iii) to which neither the Company nor any Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the Company shall be evidenced to the trustee by filing with the trustee a certified copy of the Board Resolution of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

                    “Receivables Fees” means any fees or interest paid to purchasers or lenders providing the financing in connection with a Qualified Receivables Transaction, factoring agreement or other similar agreement, including any such amounts paid by discounting the face amount of Receivables or participations therein transferred in connection with a Qualified Receivables Transaction, factoring agreement or other similar arrangement, regardless of whether any such transaction is structured as on-balance sheet or off-balance sheet or through a Restricted Subsidiary or an Unrestricted Subsidiary.

                    “Receivables Transaction Amount” means the amount of obligations outstanding under the legal documents entered into as part of such Qualified Receivables Transaction on any date of determination that would be characterized as principal if such Qualified Receivables Transaction were structured as a secured lending transaction rather than as a purchase.

                    “Reference Treasury Dealer” means Lehman Brothers Inc. and three other primary U.S. government securities dealers in The City of New York to be selected by the Company, and their respective successors.

                    “Registration Rights Agreement” means (a) with respect to the Initial Notes issued on the Issue Date, the Registration Rights Agreement, dated as of the date hereof, among the Issuers and the Initial Purchasers and (b) with respect to each issuance of Additional Notes issued in a transaction exempt from the registration requirements of the Securities Act, the registration rights agreement, if any, among the Issuers, the Guarantors and the Persons purchasing such Additional Notes under the related purchase agreement.

                    “Regulation S” means Regulation S promulgated under the Securities Act.

                    “Regulation S Global Note” means the Regulation S Temporary Global Note or the Regulation S Permanent Global Note, as the case may be.

                    “Regulation S Permanent Global Note” means a permanent global note bearing the Global Note Legend and the Private Placement Legend and deposited with, or on behalf of, and registered in the name of, the Depositary or its nominee, that shall equal the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

                    “Regulation S Temporary Global Note” means one or more global notes bearing the Global Note Legend, the Temporary Global Note Legend and the Private Placement Legend and

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deposited with, or on behalf of, and registered in the name of, the Depositary or its nominee, that shall represent the aggregate principal amount of the Notes sold in reliance on Regulation S.

                    “Responsible Officer” means, when used with respect to the Trustee, an officer within the Corporate Trust Office of the Trustee (or any successor unit, department or division of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

                    “Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

                    “Restricted Global Note” means a Global Note bearing the Private Placement Legend.

                     “Restricted Investment” means an Investment other than a Permitted Investment.

                    “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

                    “Restricted Period” means the 40-day restricted period as defined in Regulation S.

                     “Rule 144” means Rule 144 promulgated under the Securities Act.

                     “Rule 144A” means Rule 144A promulgated under the Securities Act.

                    “Rule 144A Global Note” means one or more Restricted Global Notes that shall represent the aggregate principal amount of Notes sold in reliance on Rule 144A.

                    “Rule 903” means Rule 903 promulgated under the Securities Act.

                    “Rule 904” means Rule 904 promulgated under the Securities Act.

                    “Securities” means the Notes and the Guarantees issued under this Indenture.

                    “Securities Act” means the Securities Act of 1933, as amended.

                    “Shelf Registration Statement” has the meaning set forth for such term in the Registration Rights Agreement.

                    “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

                    “Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Restricted Subsidiary which are reasonably customary in securitization of Receivables transactions.

                    “Stated Maturity” means, with respect to any installment of interest or payment of principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

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                    “Subsidiary” means, with respect to any specified Person: (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

                    “Subsidiary Guarantee” means the guarantee by each Subsidiary Guarantor of all Obligations of the Issuers under the Indenture and the Notes.

                    “Subsidiary Guarantor” means each of the Issuers’ current and future Domestic Subsidiaries (other than MSG Investments, Inc. and Immaterial Subsidiaries).

                    “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA.

                    “Total Assets” means, with respect to any Person, the total assets of such Person and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of such Person as determined in accordance with GAAP.

                    “Transactions” shall have the meaning specified in the Offering Memorandum.

                    “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

                    “Trustee” means the party named as such above until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

                    “U.K. Credit, Agreement” means that certain Credit Agreement, dated as of the dale of this Indenture, by and among Ravenstock MSG Limited, The CIT Group/Business Credit, Inc., as administrative agent, Lehman Brothers Inc., as sole bookrunner and syndication agent, the lenders party from time to time thereto and the agents named therein, providing for up to £85.0 million of revolving credit borrowings (as a sublimit to the Credit Agreement), including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, extended, replaced, restructured or refinanced in whole or in part from time to time under the same or any other agent, lender or group of lenders.

                    “U.S. Credit Agreement” means that certain Credit Agreement, dated as of the date of this Indenture, by and among the Issuers, The CIT Group/Business Credit, Inc., as administrative agent, Lehman Brothers Inc., as sole bookrunner and syndication agent, the lenders party from time to time thereto, and the agents named therein providing for up to $300.0 million of revolving credit borrowings, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, extended, replaced, restructured or refinanced in whole or in part from time to time under the same or any other agent, lender or group of lenders,

                    “U.S. Person” means a U.S. person as defined in Rule 902(o) under the Securities Act,

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                    “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

                    “Unrestricted Global Note” means a permanent global Note in the form of Exhibit A attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing a series of Notes that do not bear the Private Placement Legend.

                    “Unrestricted Subsidiary” means any Subsidiary of the Company (other than MSG) that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary, at the time of such designation: (i) has no Indebtedness other than Non-Recourse Debt; (ii) except as permitted by Section 4.11 hereof, is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (iii) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (iv) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.

                    Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.17 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.9, the Company shall be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.9 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

                    “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

                    “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that shall elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

                    “Welsh Carson” means Welsh, Carson, Anderson & Stowe X, L.P. and Affiliates of the foregoing that are directly or indirectly controlling or controlled by Welsh, Carson, Anderson & Stowe X, L.P. or under direct or indirect common control with Welsh, Carson, Anderson & Stowe X, L.P.,

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                    1.2 Other Definitions.

Term	Defined in Section
“Affiliate Transaction”		4.11
“Asset Sale Offer”		4.10
“Authentication Order”		2.2
“Authenticating Agent”		2.2
“Change of Control Offer”		4.15
“Change of Control Payment”		4.15
“Change of Control Payment Date”		4.15
“Covenant Defeasance”		8.3
“DTC”		2.1
“Event of Default”		6.1
“Excess Proceeds”		4.10
“incur”		4.9
“incurrence”		4.9
“Legal Defeasance”		8.2
“Offer Amount”		3.9
“Offer Period”		3.9
“Paying Agent”		2.3
“Payment Default”		6.1
“Permitted Debt”		4.9
“Purchase Date”		3.9
“Registrar”		2.3
“Restricted Payments”		4.7
“Special Record Date”		2.12
“Special Payment Date”		2.12

                    1.3 Incorporation by Reference of Trust Indenture Act.

                    Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

                    The following TIA terms used in this Indenture have the following meanings:

                    “indenture securities” means the Notes and the Guarantees;

                    “indenture security Holder” means a Holder of a Note;

                    “indenture to be qualified” means this Indenture;

                    “indenture trustee” or “institutional trustee” means the Trustee; and

                    “Obligor” on the indenture securities means the Issuers, the Guarantors and any successor obligor upon the indenture securities.

                    All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule under the TIA have the meanings so assigned to them.

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                    1.4 Rules of Construction.

                    Unless the context otherwise requires:

          (1) a term has the meaning assigned to it;

          (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

          (3) “or” is not exclusive;

          (4) words in the singular include the plural, and in the plural include the singular;

          (5) provisions apply to successive events and transactions;

          (6) “herein,” “hereof,” “hereunder” and other words of similar import refer to this Indenture (as amended or supplemented from time to time) and not to any particular Article, Section or other subdivision; and

          (7) references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the Commission from time to time,

                    1.5 One Class of Notes.

                    The Initial Notes and any Additional Notes (and any related Exchange Notes) shall vote and consent together on all matters as one class and none of the Initial Notes or any Additional Notes (and any related Exchange Notes) shall have the right to vote or consent as a separate class on any matter.

ARTICLE II

THE NOTES

                    2.1 Form and Dating.

          (a) General.

                    The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

                    The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

          (b) Global Notes

                    Notes issued in global form shall be substantially in the form of Exhibit A; provided that only Global Notes shall have the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Each Global Note shall be deposited with the Note Custodian and

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registered in the name of the Depositary or the nominee of the Depositary and shall represent such of the outstanding Notes as shall be specified therein, and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with written instructions given by the Holder thereof as required by Section 2.6 hereof. The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Trustee shall initially act as Note Custodian with respect to the Global Notes in accordance with its agreement with DTC.

                    Notes initially offered and sold to QIBs in reliance on Rule 144A shall be issued in the form of one or more Rule 144A Global Notes.

          (c) Temporary Global Notes

                    Notes initially offered and sold outside the United States in reliance on Regulation S shall be initially issued in the form of one or more Regulation S Temporary Global Notes, which shall be deposited with the Note Custodian and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, and duty executed by the Issuers and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will lake delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.6(e)(i) hereof). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for an equal amount of beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

          (d) Euroclear Clearstream Procedures Applicable.

                    The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream.

                    2.2 Execution and Authentication.

                    The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Trustee shall, upon a written order of each of the Issuers signed by two Officers of each Issuer (an “Authentication Order”), authenticate (i) on the Issue Date, the Initial Notes in aggregate principal amount of $200,000,000, (ii) subject to the provisions of Section 2.14, at any time and from time to time thereafter, Additional Notes in an aggregate principal amount specified in such authentication order and (iii) subject to the provisions of Section 2.6(f), Exchange Notes issued in

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exchange for a like principal amount of Initial Notes or Additional Notes tendered pursuant to an Exchange Offer. Such authentication order shall specify (i) the amount of the Notes to be authenticated, (ii) the date on which the Notes are to be authenticated, (iii) whether the Notes are to be Initial Notes, Exchange Notes or Additional Notes and (iv) whether such Notes shall bear the Global Note Legend, the Regulation S Temporary Global Note Legend and/or the Private Placement Legend. Furthermore, Notes may be authenticated and delivered upon registration or transfer, or in lieu of, other Notes pursuant to Section 2.6, 2.7, 2.10 or 9.5 or in connection with a Change of Control Offer pursuant to Section 4.15.

                    An Officer of each Issuer shall sign the Notes by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the Note has been duly and validly authenticated and issued under this Indenture.

                    The Trustee may (at the expense of the Issuers) appoint an authenticating agent (the “Authenticating Agent”) acceptable to the Issuers to authenticate Notes. An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers and has the same protections under Article VII herein.

                    2.3 Registrar and Paying Agent.

                    The Issuers shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Issuers shall cause each of the Registrar and the Paying Agent to maintain an office or agency in the United States of America. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.

                    The Issuers shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of their Subsidiaries may act as Paying Agent or Registrar.

                    The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent.

                    2.4 Paying Agent to Hold Money in Trust.

                    By no later than 11:00 a.m. (New York City time) on the date on which any principal of, premium or Additional Interest, if any, or interest on any Notes is due and payable, the Issuers shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such amount when due. The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium or Additional Interest, if any, or interest on the Notes, and shall notify the Trustee in writing of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon payment over to the Trustee, the Paying

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Agent (if other than an Issuer or a Subsidiary) shall have no further liability for the money. If an Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust funds for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuers, the Trustee shall serve as Paying Agent for the Notes.

                    2.5 Holder Lists.

                    The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA §312(a). If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with TIA §312(a).

                    2.6 Transfer and Exchange.

          (a) Transfer and Exchange of Global Notes.

                    A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuers for Definitive Notes if (i) the Issuers deliver to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers within 120 days after the date of such notice from the Depositary, (ii) the Issuers in their sole discretion determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and deliver a written notice to such effect to the Trustee or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.7 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.6 or Section 2.7, 2.10 or 9.5 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.6(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.6(b), (c) or (f) hereof.

          (b) Transfer and Exchange of Beneficial Interests in the Global Notes.

                    The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

                    (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend and any Applicable Procedures;

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provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Temporary Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser or a “distributor” (as defined in Rule 902(d) of Regulation S)). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. Except as may be required by Applicable Procedures, no written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.6(b)(i).
(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.6(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) if permitted under Section 2.6(a) hereof (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act. Upon consummation of an Exchange Offer by the Issuers in accordance with Section 2.6(f) hereof, the requirements of this Section 2.6(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon notification from the Registrar that all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act have been satisfied, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.6(h) hereof.
(iii) Transfer of Beneficial Interests in a Restricted Global Note to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.6(b)(ii) above and the Registrar receives the following:
	(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and
	(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Temporary Global Note or the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof,
(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an

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Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the exchange or transfer complies with the requirements of Section 2.6(b)(ii) above and:
	(A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications in the applicable Letter of Transmittal or is deemed to have made such certifications if delivery is made through the Applicable Procedures as may be required by a Registration Rights Agreement;
	(B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;
	(C) such transfer is effected by a participating Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with such Registration Rights Agreement; or
	(D) the Registrar receives the following:
		(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (l)(a) thereof; or
		(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;
and, in each such case set forth in this subparagraph (D), if the Registrar or the Issuers so request or the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

                    If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof or in accordance with a previously delivered Authentication Order, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

                    Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Note.

          (c) Transfer or Exchange of Beneficial Interests in Global Note for Definitive Notes.

                    (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. Subject to Section 2.6 hereof, if any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer

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such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:
	(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;
	(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;
	(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;
	(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;
	(E) if such beneficial interest is being transferred to the Issuers or any of their Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or
	(F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,
the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.6(h) hereof, and the Issuers shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof or in accordance with a previously delivered Authentication Order, the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.6(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall (at the expense of the Issuers) deliver such Restricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.6(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.
(ii) Notwithstanding Sections 2.6(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

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(iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Subject to Section 2.6(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:
	(A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications in the applicable Letter of Transmittal or is deemed to have made such certifications if delivery is made through the Applicable Procedures as may be required by a Registration Rights Agreement;
	(B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;
	(C) such transfer is effected by a participating Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or
	(D) the Registrar receives the following:
		(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or
		(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof,
	and, in each such case set forth in this subparagraph (D), if the Registrar or the Issuers so request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

                    Upon satisfaction of the conditions of any of the clauses of this Section 2.6(c)(iii), the Issuers shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof or in accordance with a previously delivered Authentication Order, the Trustee shall authenticate and deliver to the Person designated in the instructions an Unrestricted Definitive Note in the appropriate principal amount, and the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Note to be reduced in a corresponding amount pursuant to Section 2.6(h) hereof.

                    (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. Subject to Section 2.6(a) hereof, if any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note, then, upon satisfaction of the applicable conditions set forth in Section 2.6(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the

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applicable Unrestricted Global Note to be reduced accordingly pursuant to Section 2.6(h) hereof, and the Issuers shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof or in accordance with a previously delivered Authentication Order, the Trustee shall authenticate and (at the expense of the Issuers) deliver to the Person designated in the instructions an Unrestricted Definitive Note in the appropriate principal amount. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.6(c)(iii) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall (at the expense of the Issuers) deliver such Unrestricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.6(c)(iii) shall not bear the Private Placement Legend.
(d) Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes.
(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:
	(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;
	(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;
	(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;
	(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;
	(E) if such Restricted Definitive Note is being transferred to the Issuers or any of their Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or
	(F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,
the Trustee shall cancel the Restricted Definitive Note and increase or cause to be increased the aggregate principal amount of the appropriate Restricted Global Note pursuant to Section 2.6(h) hereof.
(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest

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in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:
	(A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications in the applicable Letter of Transmittal;
	(B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;
	(C) such transfer is effected by a participating Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or
	(D) the Registrar receives the following:
	(1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or
	(2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;
	and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.
	Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.6(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.
(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a written request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

                    All Unrestricted Definitive Note may not be exchanged for, or transferred to Persons who take delivery thereof in the form of beneficial interests in a Restricted Global Note.

                    If any such exchange or transfer from a Definitive Note to a beneficial interest in an Unrestricted Global Note is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue, and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof or in accordance with a previously delivered

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Authentication Order, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

          (e) Transfer and Exchange of Definitive Notes for Definitive Notes.

                    Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.6(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by such Holder’s attorney, duly authorized in writing, In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.6(e).

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
	(A) if the transfer shall be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;
	(B) if the transfer shall be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and
	(C) if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.
(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note only if:
	(A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications in the applicable Letter of Transmittal;
	(B) any such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;
	(C) any such transfer is effected by a participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or
	(D) the Registrar receives the following:
		(1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such

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	Holder in the form of Exhibit C hereto, including the certifications in item (l)(d) thereof; or
	(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;
and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

          Upon satisfaction of the conditions of any of the clauses of Section 2.6(e)(ii), the Trustee shall cancel the prior Restricted Definitive Note and the Issuers shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof or in accordance with a previously delivered Authentication Order, the Trustee shall authenticate and deliver to the Person designated in the instructions an Unrestricted Definitive Note in the appropriate principal amount.

                    (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

          (f) Exchange Offer.

                    Upon the occurrence of an Exchange Offer in accordance with a Registration Rights Agreement, the Issuers shall issue, and, upon receipt of an Authentication Order in accordance with Section 2.2, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the applicable Restricted Global Notes tendered for acceptance by Persons that make any and all certifications in the applicable Letters of Transmittal or are deemed to have made such certifications if delivery is made through the Applicable Procedures as may be required by such Registration Rights Agreement and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons who made the foregoing certifications and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and (at the expense of the Issuers) deliver to the Persons designated by the Holders of Restricted Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.

          (g) Legends.

                    The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

                    (i) Private Placement Legend.

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	(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the Following form:
“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER, THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL, NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE ISSUERS OR ANY AFFILIATE OF ANY ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE. THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE ISSUERS, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE, AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION”, “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.”
	(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(iv), (c)(ii), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.6, and any Additional Notes issued pursuant to a

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	registration statement that has been declared effective under the Securities Act, shall not bear the Private Placement Legend.
(ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:
“UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY ANY SUCH NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR NOMINEE OF A SUCCESSOR DEPOSITARY, OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. TRANSFERS OF THE GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO., OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THE GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE.”
“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”
(iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:
“THE RIGHTS ATTACHING TO THIS REGULATIONS TEMPORARY GLOBAL, NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.”

          (h) Cancellation and/or Adjustment of Global Notes.

                    At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be

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increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

          (i) General Provisions Relating to Transfers and Exchanges.

                    (i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof or upon receipt of a written request of the Registrar.

                    (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.6, 3.9, 4.10, 4.15 and 9.5 hereof).

                    (iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

                    (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

                    (v) The Issuers shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (c) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

                    (vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

                    (vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof.

                    (viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.6 to effect a registration of transfer or exchange may be submitted by facsimile.

                    2.7 Replacement Notes.

                    If any mutilated Note is surrendered to the Trustee or the Issuers and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuers shall issue, and, upon receipt of an Authentication Order, the Trustee shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by

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the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any Authenticating Agent from any loss that any of them may suffer if a Note is replaced. The Issuers and the Trustee may charge for their expenses in replacing a Note.

                    Every replacement Note issued in accordance with this Section 2.7 is an additional obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

                    2.8 Outstanding Notes.

                    The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.8 as not outstanding. Except as set forth in Section 2.9 hereof, a Note does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Note; however, Notes held by the Issuers or a Subsidiary of the Issuers shall not be deemed to be outstanding for purposes of Section 3.7(b) hereof.

                    If a Note is replaced pursuant to Section 2.7 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

                    If the principal amount of any Note is considered paid under Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to accrue.

                    If the Paying Agent (other than an Issuer, a Subsidiary or an Affiliate of any thereof) segregates and holds in trust, on a redemption date or other maturity date, money sufficient to pay all principal, premium and Additional Interest, if any, and interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

                    2.9 Treasury Notes.

                    In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by any Issuer or any Guarantor or by any Affiliate of any Issuer or any Guarantor shall be deemed not to be outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.

                    2.10 Temporary Notes.

                    In the event that Definitive Notes are to be issued under the terms of this Indenture, until such Definitive Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form, and shall carry all rights, of Definitive Notes but may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee.

                    Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate Definitive Notes. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at any office or agency maintained by the Issuers for that purpose and such exchange shall be without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Issuers shall execute, and the Trustee shall authenticate and make available for delivery in exchange therefor, one or more Definitive Notes

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representing an equal principal amount of Notes. Until so exchanged, the Holder of temporary Notes shall in all respects be entitled to the same benefits under this Indenture as a Holder of Definitive Notes.

                    2.11 Cancellation.

                    The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee, and no one else, shall cancel and destroy all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation in accordance with customary practices (subject to the record retention requirement of the Exchange Act) and, upon request, deliver a certificate of such destruction to the Issuers unless the Issuers direct the Trustee to deliver canceled Notes to the Issuers. The Issuers may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

                    2.12 Defaulted Interest.

                    If the Issuers default in a payment of interest on the Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent Special Record Date (as defined below), in each case at the rate provided in the Notes and in Section 4.1 hereof. The Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note, the proposed record date of the proposed payment (the “Special Record Date”) and the date of the proposed payment (the “Special Payment Date”). The Issuers shall fix or cause to be fixed each such Special Record Date and Special Payment Date, provided that no such Special Record Date shall be less than 10 days prior to the related Special Payment Date for such defaulted interest. At least 15 days before the Special Record Date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) shall mail or cause to be mailed to Holders a notice that states the Special Record Date, the related Special Payment Date and the amount of such interest to be paid.

                    2.13 CUSIP or Other Similar Numbers.

                    The Issuers in issuing the Notes may use “CUSIP,” “ISIN” or other similar numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP,” “ISIN” or other similar numbers in notices of redemption or offers to purchase as a convenience to Holders, provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption or offer to purchase and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or offer to purchase shall not be affected by any defect in or omission of such numbers.

                    In the event that the Issuers shall issue and the Trustee shall authenticate any Additional Notes pursuant to this Indenture, the Issuers shall use their best efforts to obtain the same CUSIP number for such Additional Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of Additional Notes is determined, as evidenced by an Officers’ Certificate, to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Issuers may obtain a CUSIP number for such series of Additional Notes that is different from the CUSIP number printed on the Notes then outstanding.

                    2.14 Issuance of Additional Notes.

                    The Issuers shall be entitled, subject to their compliance with Section 4.9, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the Issue Date or the Exchange Notes, other than with respect to the date of issuance and issue price, first payment of interest and rights under a related Registration Rights Agreement, if any.

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                    With respect to any Additional Notes, each Issuer shall set forth in a resolution of the Board of Directors and an Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:

          (a) the aggregate principal amount at maturity of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

          (b) the issue price, the issue date and the CUSIP number and corresponding ISIN of such Additional Notes; and

          (c) whether such Additional Notes shall be transfer restricted notes or shall be issued in the form of Exchange Notes.

                    2.15 Computation of Interest.

                    Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

ARTICLE III

REDEMPTION AND PREPAYMENT

                    3.1 Notices to Trustee.

                    If the Issuers elect to redeem Notes pursuant to the optional redemption provisions of Section 3.7 hereof, they shall furnish the notice to the Depositary and furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth (i) the provision of this Indenture and the Notes pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price (expressed as a percentage of principal amount).

                    3.2 Selection of Notes to be Redeemed.

                    If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed or purchased among the Holders of the Notes in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee deems fair and appropriate; provided that no Notes of $2,000 or less shall be redeemed in part.

                    The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 or whole integrals of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

                    3.3 Notice of Redemption.

                    Subject to the provisions of Section 3.9 hereof, at least 30 days but not more than 60 days before a redemption date, the Issuers shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that

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redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture.

          The notice shall identify the Notes to be redeemed and shall state:

          (a) the redemption date;

          (b) the redemption price;

          (c) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note shall be issued upon cancellation of the original Note;

          (d) the name and address of the Paying Agent;

          (e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

          (f) that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

          (g) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

          (h) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

                    At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ name and at their expense; provided, however, that the Issuers shall have delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

                    3.4 Effect of Notice of Redemption.

                    Once notice of redemption is mailed in accordance with Section 3.3 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional.

                    3.5 Deposit of Redemption Price.

                    Prior to 10:00 a.m. (New York City time) on the redemption date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest and Additional Interest, if any, on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed.

                    If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If the redemption date is on or after an interest payment record date and on or before the related interest payment date, the accrued and unpaid interest and Additional Interest, if any, shall be paid to the Holder in whose name the Note is registered at the close of business on such record date and no additional

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interest or Additional Interest, if any, will be payable to Holders whose Notes will be subject to redemption by the Issuers. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.1 hereof.

                    3.6 Notes Redeemed in Part.

                    Upon surrender of a Note that is redeemed in part, the Issuers shall issue, and, upon receipt of an Authentication Order, the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

                    3.7 Optional Redemption.

                    (a) At any time prior to August 1, 2010, the Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the date of redemption.

                    (b) In addition to clause (a) of this Section 3.7, at any time prior to August 1, 2009, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 109.750% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings by the Company or the net proceeds of any Equity Offerings by any Parent Entity that are contributed to common equity capital of the Company; provided that: (i) at least 65% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by any Parent Entity, any Issuer and any Subsidiary of any Issuer); and (ii) the such redemption shall occur within 90 days of the date of the closing of such Equity Offering.

                    (c) Except as set forth in clauses (a) and (b) of this Section 3.7, the Issuers shall not have the option to redeem the Notes pursuant to this Section 3.7 prior to August 1, 2010. On or after August 1, 2010, the Issuers shall have the option to redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 1 of the years indicated below:

Year	Redemption Price
2010	104.875	%
2011	102.438	%
2012 and thereafter	100.000	%

                    (d) Any redemption pursuant to this Section 3.7 shall be made in accordance with the provisions of Section 3.1 through 3.6 hereof.

                    3.8 Mandatory Redemption.

                    The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

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                    3.9 Offer to Purchase by Application of Excess Proceeds.

                    In the event that, pursuant to Section 4.10 hereof, the Issuers shall be required to commence an Asset Sale Offer, they shall follow the procedures specified below.

                    The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer, Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

                    If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest or Additional Interest, if any, shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

                    Upon the commencement of an Asset Sale Offer, the Issuers shall send, by first class mail, a written notice to the Trustee and to each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

          (a) that the Asset Sale Offer is being made pursuant to this Section 3.9 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

          (b) the Offer Amount, the purchase price and the Purchase Date;

          (c) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest;

          (d) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased;

          (e) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuers, a depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

          (f) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

          (g) that, if the aggregate accreted value of Notes and aggregate principal amount of such other pari passu Indebtedness tendered by Holders exceeds the Offer Amount, the Issuers shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate accreted value of Notes and the aggregate principal amount of such

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other pari passu Indebtedness tendered (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $2,000 aggregate principal amount at maturity, or integral multiples of $1,000 in excess thereof, shall be purchased); and

          (h) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

                    On or before the Purchase Date, the Issuers shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes and such other pari passu Indebtedness or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes, and such other pari passu Indebtedness or portions thereof tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes, and such other pari passu Indebtedness or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 3.9. The Issuers, the Depositary or the Paying Agent, as the case may be, shall on the Purchase Date mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date.

                    Other than as specifically provided in this Section 3.9, any purchase pursuant to this Section 3.9 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.

ARTICLE IV

COVENANTS

                    4.1 Payment of Notes.

                    The Issuers shall pay or cause to be paid the principal of or premium, if any, and interest and Additional Interest, if any, on the Notes on the dates and in the manner provided in the Notes Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. (New York City time) on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, and interest and Additional Interest, if any, on the Notes then due. The Issuers shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in a Registration Rights Agreement.

                    The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful.

                    The Issuers shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to such effect and reasonably satisfactory on or prior to the applicable record date. All other payments on Notes shall be made at the office or agency of the Paying Agent and Registrar unless the Issuers elect to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

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                    Payments in respect of Notes represented by a Global Note (including interest, premium, if any, Additional Interest, if any, and principal payments) shall be made by wire transfer of immediately available funds to the accounts specified by DTC.

                    4.2 Maintenance of Office or Agency.

                    The Issuers shall maintain in the United States of America an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

                    The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuers of their obligation to maintain an office or agency in the United States of America for such purposes. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

                    The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.3.

                    4.3 Reports.

                    (a) The Company shall furnish to the Trustee and, upon request, to beneficial owners of, and prospective investors (that are qualified institutional buyers as defined in Rule 144A under the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act)) in, the Notes a copy of all of the information and reports referred to in clauses (i) and (ii) below:

          (i) (A) within 90 days of the end of each fiscal year, annual audited financial statements for such fiscal year (along with customary comparative results) and (B), within 45 days of the end of each of the first three fiscal quarters of every fiscal year, unaudited financial statements for the interim period as of, and for the period ending on, the end of such fiscal quarter (along with comparative results for the corresponding interim period in the prior year), in each case, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to the periods presented and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants (all of the foregoing financial information to be prepared on a basis substantially consistent with the corresponding financial information included the Offering Memorandum or the then applicable Commission requirements);

          (ii) within 10 Business Days of the occurrence of an event required to be therein reported, such other reports containing substantially the same information required to be contained in a Current Report on Form 8-K under the Exchange Act (other than Items 3.01 (Notice of delisting or failure to satisfy a continued listing rule or standard; transfer of listing), 3.02 (Unregistered sales of equity securities) and 5.04 (Temporary suspension of trading under registrant’s employee benefit plans) thereof).

                    If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then

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the quarterly and annual financial information required by clause (a)(i) of this Section 4.3 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

(b) The Company shall:

          (i) hold a quarterly conference call to discuss the information contained in the annual and quarterly reports required under clause (a)(i) of this Section 4.3 not later than five Business Days from the time the Company furnishes such reports to the Trustee;

          (ii) no fewer than three Business Days prior to the date of the conference call required to be held in accordance with clause (b)(i) above, issue a press release to the appropriate U.S. wire services announcing the time and date of such conference call and directing the beneficial owners of, and prospective investors in, the Notes and securities analysts to contact an individual at the Company (for whom contact information shall be provided in such press release) to obtain the financial reports and information on how to access such conference call; and

          (iii) (A) (1) maintain a non-public website to which beneficial owners of, and prospective investors in, the Notes and securities analysts are given access and to which the reports required by this Section 4.3 are posted along with, as applicable, details on the time and date of the conference call required by clause (b)(i) of this paragraph and information on how to access that conference call and (2) distribute via electronic mail such reports and conference call details to beneficial owners of, and prospective investors in, the Notes and securities analysts who request to receive such distributions or (B) file such reports electronically with the Commission through its Electronic Data Gathering, Analysis and Retrieval System (or any successor system).

                    (c) In addition, the Company shall furnish to the Holders of the Notes and to securities analysts and prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.

                    (d) The Company shall be entitled to require certification as to a person’s bona fide status as a beneficial owner, prospective investor or securities analyst, as applicable, prior to distributing to such person the reports and other information to be provided by the Company.

                    4.4 Compliance Certificate.

                    (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee annually, within 120 days after the end of each fiscal year of the Company, an Officers’ Certificate stating that a review of the activities of the Issuers and their Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and farther stating that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are taking or propose to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of

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the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

                    (b) The Issuers shall, so long as any of the Notes are outstanding, deliver to the Trustee, as soon as possible and in any event within five Business Days after becoming aware of any Default or Event of Default, a written notice specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto, unless such default shall have been previously cured or waived.

                    4.5 Taxes.

                    The Issuers shall pay or discharge, and shall cause each of their Subsidiaries to pay or discharge, before the same shall become delinquent, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to pay or discharge the same would not have a material adverse effect on the ability of the Issuers to perform their obligations under the Notes or this Indenture.

                    4.6 Stay, Extension and Usury Laws.

                    Each of the Issuers and the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuers and each Guarantor (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

                    4.7 Restricted Payments.

                    The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

          (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or other payments or distributions accrued or payable in Equity Interests (other than Disqualified Stock) of the Company or payable to the Company or a Restricted Subsidiary of the Company);

          (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of any Issuer or any Parent Entity of the Company;

          (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is contractually subordinated to the Notes or any Guarantee, except any payment of interest or principal at the Stated Maturity thereof; or

          (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”),

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unless, at the time of and after giving effect to such Restricted Payment:

          (a) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and

          (b) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.9 hereof; and

          (c) such Restricted Payment, together with the aggregate amount of all other Restricted Payments declared or made by the Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (i) (but only to the extent the declaration of such Restricted Payment shall have already reduced such amount), (ii), (iii), (iv), (vi), (vii), (viii), (ix), (xii) and (xiii) of the next succeeding paragraph), is less than the sum, without duplication, of:

	(i) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus
	(ii) 100% of the fair market value of the Qualified Proceeds received by the Company since the Issue Date as a contribution to its common equity capital from the issue or sale of Equity Interests (other than Disqualified Stock) of the Company or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted or exchanged for such Equity Interests (other than Equity Interests or Disqualified Stock or debt securities sold to a Subsidiary of the Company or an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); provided, however, that this clause (ii) shall not include the proceeds from Contributions Indebtedness Equity; plus
	(iii) to the extent that any Restricted Investment that was made after the Issue Date is sold or otherwise liquidated or repaid 100% of the Qualified Proceeds received with respect to such Restricted Investment (less the cost of disposition, if any); plus
	(iv) to the extent that any Unrestricted Subsidiary of the Company designated as such after the Issuer Date is redesignated as a Restricted Subsidiary after the Issue Date, the fair market value of the Company’s Investment in such Subsidiary as of the date of such redesignation.
	The preceding provisions shall not prohibit:
(i) the payment of any dividend or the making of any distribution or other payment on account of any Equity Interest of the Company or any of its Restricted Subsidiaries within 60 days after the date of declaration of such payment, if at the date of declaration such payment would have complied with the provisions of this Indenture;

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          (ii) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests (other than Disqualified Stock and other than Equity Interests issued or sold to an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination) of the Company; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance, replacement, extension, renewal, or other acquisition shall be excluded from clause (c)(ii) of the preceding paragraph;

          (iii) the defeasance, redemption, repurchase replacement, extension, renewal, refinancing or retirement, or other acquisition of subordinated Indebtedness of the Company or any Guarantor in exchange for, or with the net cash proceeds from, an incurrence (other than to a Subsidiary of the Company) of Permitted Refinancing Indebtedness;

          (iv) the payment of any dividend or distribution by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;

          (v) so long as no Default or Event of Default shall have occurred and be continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of any Parent Entity, the Company or any Restricted Subsidiary of the Company or any Parent Entity of the Company held by any current or former employee, officer, director or agent of the Company or any Restricted Subsidiary of the Company (including the heirs and estates of such Persons) pursuant to any management equity subscription agreement, stock option plan or agreement, shareholders agreement, or similar agreement, plan or arrangement, including amendments thereto; provided, however, that the aggregate price paid for all such Equity Interests repurchased, redeemed, acquired or retired pursuant to this clause (v) may not exceed $2.0 million in any fiscal year; provided that unused amounts in any fiscal year may be carried forward and utilized in any subsequent fiscal year up to a maximum (without giving effect to the following proviso) of all such repurchases not to exceed $6.0 million in any fiscal year; provided further that such amount in any fiscal year may be increased in an amount not to exceed (a) the net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, Equity Interests of any Parent Entity of the Company, in each case to any employee, officer, director or agent of the Company or any Restricted Subsidiary of the Company that occurs after the date of the Indenture, to the extent such net cash proceeds have not otherwise been applied to make Restricted Payments pursuant to clause (c)(ii) of the preceding paragraph, plus (b) the net cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries subsequent to the date of the Indenture, less (c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (v);

          (vi) any Permitted Payments to a Parent Entity;

          (vii) the repurchase of Equity Interests deemed to occur upon the exercise of stock options, warrants or other convertible securities to the extent such Equity Interests represents a portion of the exercise price thereof and the repurchase of fractional shares;

          (viii) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries issued in accordance with and to the extent permitted by Section 4.9 hereof to the extent such dividends are included in the definition of “Fixed Charges;”

          (ix) any payments made in connection with the consummation of the Transactions on

51

substantially the terms described in the Offering Memorandum;

          (x) so long as no Default or Event of Default shall have occurred and be continuing, the payment of dividends on the Company’s common Capital Stock (or the payment of dividends to any Parent Entity to fund the payment by such Parent Entity of dividends on such entity’s common Capital Stock) following the consummation of an underwritten public Equity Offering of the Company’s or any Parent Entity’s common Capital Stock of up to 6% per annum of the net cash proceeds received by the Company from any public Equity Offering of common Capital Stock of the Company or contributed to the Company by any Parent Entity from any public Equity Offering of common Capital Stock of the Parent Entity;

          (xi) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Indebtedness subordinated to the Notes or the Guarantees (a) at a purchase price not greater than 101% of the principal amount of such Indebtedness in the event of a change of control as defined under such Indebtedness in accordance with provisions similar to the Section 4.15 hereof or (b) at a purchase price not greater than 100% of the principal amount thereof in accordance with provisions similar to Section 4.10 hereof; provided that, prior to such purchase, repurchase, redemption, defeasance or acquisition or retirement, the Company has made the Change of Control Offer or Asset Sale Offer, as applicable, as provided in such covenant, and has completed, if applicable, the repurchase or redemption of all Notes validly tendered for payment in connection with such Change of Control Offer or Asset Sale Offer;

          (xii) distributions of Capital Stock of Unrestricted Subsidiaries; or

          (xiii) other Restricted Payments made pursuant to this clause (xiii) in an aggregate amount since the Issue Date not to exceed $20.0 million (or the equivalent thereof, at the time of incurrence, in applicable foreign currency).

                    The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the assets or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any non-cash Restricted Payment shall be determined by the Board of Directors of the Company, whose resolution with respect thereto shall be delivered to the Trustee. Not later than the date of making any Restricted Payment, the Issuers shall deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 4.7 were computed, together with a copy of any fairness opinion or appraisal required by this Indenture.

                    4.8 Dividend and Other Payment Restrictions Affecting Subsidiaries.

                    The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

          (i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

          (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or

          (iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

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          However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

          (a) any agreement in effect on or entered into on the Issue Date, including, without limitation, the Credit Agreement and any agreement governing Hedging Obligations entered into with respect to Indebtedness under the Credit Agreement (as amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced in accordance with this clause (a)) so long as the encumbrances and restrictions under such agreement governing the Hedging Obligations are no more restrictive than those under such Credit Agreement, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the Indenture;

          (b) this Indenture, the Notes and the related Guarantees to be issued on the Issue Date and the Exchange Notes and the related Guarantees to be issued in exchange therefor pursuant to the Registration Rights Agreement;

          (c) applicable law, rule, regulation or order;

          (d) any instrument governing Indebtedness (including Acquired Debt) or Capital Stock of the Company or any of its Restricted Subsidiaries or of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, including any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments, provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument, provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;

          (e) customary non-assignment or subletting provisions in leases, licenses or contracts entered into in the ordinary course of business;

          (f) capital leases or purchase money obligations for property acquired or leased in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii) of the preceding paragraph;

          (g) any Purchase Money Note or other Indebtedness or contractual requirements incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors of the Company, are necessary to effect such Qualified Receivables Transaction;

          (h) any agreement for the sale or other disposition of assets or Capital Stock of a Restricted Subsidiary permitted under this Indenture that restricts the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending its sale or other disposition;

          (i) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

53

          (j) leases or licenses entered into in the ordinary course of business that impose restrictions solely on the property so leased;

          (k) Liens securing Indebtedness otherwise permitted to be incurred pursuant to Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;

          (l) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements; provided that such restrictions apply only to the assets or property subject to such joint venture;

          (m) restrictions on cash or other deposits or net worth under contracts or leases entered into in the ordinary course of business; and

          (n) any agreement relating to a sale and leaseback transaction or Capital Lease Obligation otherwise permitted by the Indenture, but only on the assets subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or a capital lease.

                    4.9 Incurrence of Indebtedness.

                    The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”, and “incurrence” shall have a correlative meaning) any Indebtedness (including Acquired Debt); provided, however, that the Issuers and any Guarantor may incur Indebtedness (including Acquired Debt) if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period.

                    The first paragraph of this Section 4.9 shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

          (i) the incurrence by the Company and any Restricted Subsidiary of Indebtedness and letters of credit under one or more Credit Facilities together with the principal component of amounts outstanding under Qualified Receivables Transactions in an aggregate principal amount at any one time outstanding under this clause (i) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and the Restricted Subsidiaries thereunder) not to exceed the greater of (a) $300.0 million and (b) the Borrowing Base; provided, that the maximum amount permitted to be outstanding under this clause (i) shall not be deemed to limit additional Indebtedness under one or more Credit Facilities that is permitted to be incurred pursuant to any of the other provisions of this Section 4.9;

          (ii) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness;

          (iii) the incurrence by the Issuers and the Guarantors of Indebtedness represented by the Notes (other than Additional Notes) and the related Guarantees to be issued on the Issue Date and the Exchange Notes and the related Guarantees to be issued in exchange therefor pursuant to the Registration Rights Agreement;

54

          (iv) the incurrence by the Company and its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, repair, or improvement of property, plant or equipment or lease fleet (including through the purchase of Equity Interests of a Person up to the amount of the fair market value of such assets held by such Person) used in a Permitted Business, in an aggregate principal amount at any time outstanding pursuant to this clause (iv) not to exceed the greater of (a) $15.0 million (or the equivalent thereof, at the time of incurrence, in applicable foreign currency) and (b) 2.0% of the Total Assets of the Company (determined as of the time of incurrence);

          (v) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, defease, renew, extend or replace Indebtedness, other than intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, that was permitted by the Indenture to be incurred under the first paragraph of this Section 4.9 or clauses (ii), (iii), (iv) or (v) of this paragraph;

          (vi) the incurrence by any Foreign Subsidiary of any Indebtedness, together with the amount of any other outstanding Indebtedness incurred pursuant to this clause (vi), in an aggregate principal amount not to exceed the greater of $7.5 million (or the equivalent thereof, at the time of incurrence, in the applicable foreign currency) and 1.0% of Total Assets of the Company;

          (vii) the incurrence by the Company or any of its Restricted Subsidiaries (other than a Receivables Entity) of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries (other than a Receivables Entity); provided, however, that:

                    (a) except with respect to the Credit Agreement Note, if an Issuer or any Guarantor is the obligor on such Indebtedness and the payee is not an Issuer or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of such Issuer, or such Guarantee, in the case of a Guarantor; and

                    (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary (other than a Receivables Entity) of the Company, (ii) any sale or other transfer of any such Indebtedness to a Person that is neither the Company nor a Restricted Subsidiary (other than a Receivables Entity) of the Company or (iii) the designation of a Restricted Subsidiary which holds Indebtedness as an Unrestricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vii);

          (viii) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations;

          (ix) the guarantee by any Issuer or any of the Guarantors of Indebtedness of the Company or any Restricted Subsidiary of the Company, provided that, in each case, the Indebtedness was permitted to be incurred by another provision of this Section 4.9; provided further that in the event such Indebtedness that is being guaranteed is (a) pari passu in right of payment to the Notes or any Guarantee, then the related guarantee shall rank equally in right of payment to the Notes or such Guarantee, as the case may be, or (b) subordinated in right of

55

payment to the Notes or any Guarantee, then the related guarantee shall be subordinated in right of payment to the same extent to the Notes or such Guarantee, as the case may be;

          (x) Indebtedness arising from agreements of the Company or a Restricted Subsidiary of the Company providing for adjustment of purchase price, deferred payment, earn out or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business or assets of the Company or a Restricted Subsidiary;

          (xi) Indebtedness incurred in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, letters of credit (not supporting Indebtedness for borrowed money), performance, surety, appeal and similar bonds and completion guarantees or similar obligations provided by an Issuer or a Guarantor in the ordinary course of business;

          (xii) Indebtedness arising from (a) agreements of the Company or any Restricted Subsidiary of the Company pursuant to which the Company or any such Restricted Subsidiary incurs an indemnification obligation or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days of the later of such honoring or notice thereof;

          (xiii) obligations with respect to letters of credit issued in the ordinary course of business and securing obligations for trade payables to the extent such letters of credit are not drawn and have not remained outstanding for more than 180 days from the date of issuance (including letters of credit issued in substitution therefor);

          (xiv) Indebtedness of a Person incurred and outstanding on or prior to the date on which such Person was acquired by the Company or any Restricted Subsidiary of the Company or merged into the Company or a Restricted Subsidiary of the Company in accordance with the terms of this Indenture; provided that such Indebtedness is not incurred in connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, such acquisition or merger; and provided, further, that after giving pro forma effect to such incurrence of Indebtedness the Company would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of this Section 4.9;

          (xv) Indebtedness of the Company or any Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease the Notes as described under Articles VIII and XI;

          (xvi) the incurrence by the Company or any Restricted Subsidiary of the Company of Contribution Indebtedness; and

          (xvii) the incurrence by the Company or any Restricted Subsidiary of the Company of additional Indebtedness, together with the amount of any other outstanding Indebtedness incurred pursuant to this clause (xvii), in an aggregate principal amount (or accreted value, as applicable) not to exceed $20.0 million (or the equivalent thereof, at the time of incurrence, in the applicable foreign currency).

          For purposes of determining compliance with this Section 4.9, in the event that an item of proposed Indebtedness (including Acquired Debt) meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xvii) above, or is entitled to be incurred pursuant to the first paragraph of this Section 4.9, the Issuers shall be permitted to classify all or a portion of that item of Indebtedness on the date of its incurrence in their sole discretion (or on a later date reclassify in whole or in part so long as such Indebtedness is permitted to be incurred pursuant to such provision at the time of reclassification) in any manner that complies with this Section 4.9; provided that Indebtedness under the

56

Credit Agreement outstanding on the Issue Date shall initially be deemed to have been incurred in reliance on the exception provided by clause (i) of the second paragraph of this Section 4.9. Notwithstanding any other provision of this Section 4.9, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary of the Company may incur pursuant to this Section 4.9 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

          Accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock or preferred stock of a Restricted Subsidiary that is not a Guarantor in the form of additional shares of the same class of Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this Section 4.9; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued.

                    4.10 Asset Sales.

                    The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of (such fair market value to be determined on the date of contractually agreeing to such Asset Sale);
(2) the fair market value is determined by the Company’s Board of Directors and evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee; and
(3) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents.
	For purposes of this provision, each of the following shall be deemed to be cash:
	(a) the amount of any liabilities, as shown on the Company’s most recent consolidated balance sheet or in the notes thereto, of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Guarantee) that are assumed by the transferee of any such assets; provided, that the Company or such Restricted Subsidiary is contractually released from further liability with respect to such liabilities;
	(b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly, but in any event within 120 days after the date of the Asset Sale, converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion;
	(c) property received as consideration for such Asset Sale that would otherwise constitute a permitted application of Net Proceeds (or other cash in such amount) under clauses (3), (4) and (6) under the next succeeding paragraph below; and
	(d) any Designated Non-cash Consideration received by the Company or such Restricted Subsidiary having an aggregate fair market value (as determined in good faith by the Company), taken together with all other Designated Non-cash Consideration

57

received pursuant to this clause (d), not exceeding the greater of $15.0 million and 2.0% of the Total Assets of the Company at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value.

          Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any of its Restricted Subsidiaries may apply those Net Proceeds at the option of the Company to:

          (1) permanently repay Indebtedness and other Obligations under the revolving loan portion of any Credit Facility;

          (2) repay (a) the term loan portion of any Credit Facility, (b) any Indebtedness secured by a Lien, (c) repay other Indebtedness ranking pari passu with the Notes that has a Stated Maturity prior to the Stated Maturity of the Notes or (d) any Indebtedness of a Restricted Subsidiary that is not a Guarantor;

          (3) acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business;

          (4) acquire Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary of the Company;

          (5) make a capital expenditure relating to an asset used or useful in a Permitted Business; or

          (6) acquire non-current assets (including lease fleet and transportation equipment) that are used or useful in a Permitted Business

Pending the final application of any Net Proceeds, the Company or any of its Restricted Subsidiaries may temporarily reduce other borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

                    Any Net Proceeds from an Asset Sale not applied in accordance with the preceding paragraph within 365 days from the date of the receipt of such Net Proceeds (or at the Issuers’ option, an earlier date) shall constitute “Excess Proceeds” unless binding contractual commitments to apply such Net Proceeds in accordance with the preceding paragraph have been entered into prior to the end of such 365-day period and shall not have been completed or abandoned; provided, however, that the amount of any Net Proceeds that is not actually reinvested within 545 days from the date of the receipt of such Net Proceeds shall also constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuers shall make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of the principal amount (or accreted value, as applicable) of the Notes and such other pari passu Indebtedness in each case equal to $2,000 or an integral multiple of $1,000 in excess thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and shall be payable in cash. If any Excess Proceeds remain after the consummation of an Asset Sale Offer, the Company or any of its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in such Asset Sale Offer exceeds the amount of Excess Proceeds, the Excess Proceeds shall be allocated by the Issuers to the Notes and such other pari passu Indebtedness on a pro rata basis (based upon the respective

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principal amounts (or accreted value, if applicable) of the Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer) and the portion of each Note to be purchased shall thereafter be determined by the Trustee on a pro rata basis among the Holders of such Notes with appropriate adjustments such that the Notes may only be purchased in integral multiples of $1,000. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

                    If the Asset Sale purchase date is on or after an interest payment record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, shall be paid to the Holder in whose name a Note is registered at the close of business on such record date, and no interest or Additional Interest, if any, shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

                    The Issuers shall comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.

                    4.11 Transactions With Affiliates.

                    The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of any Issuer (each, an “Affiliate Transaction”), unless:

	(i) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction in arm’s-length dealings by the Company or such Restricted Subsidiary with an unrelated Person; and
	(ii) the Company delivers to the Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such Affiliate Transaction has been approved by a majority of the disinterested members, if any, of the Board of Directors of the Company; and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, a written opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an independent accounting, appraisal or investment banking firm of national standing.
The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:
	(i) reasonable and customary (a) directors’ fees and indemnification and similar arrangements, (b) employee, officer or director loans, advances, salaries, bonuses and employment, non-competition and confidentiality agreements (including indemnification arrangements), and (c) compensation, confidentiality or employee benefit arrangements (including stock option plans) and incentive arrangements with any officer, director or employee entered into in the ordinary course of business (including customary benefits thereunder);

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          (ii) transactions between or among the Company and its Restricted Subsidiaries (other than a Receivables Entity);

          (iii) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or indirectly, an Equity Interest in, or controls, such Person;

          (iv) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Indebtedness thereof;

          (v) issuances and sales of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company or the receipt of the proceeds of capital contributions in respect of Equity Interests;

          (vi) Restricted Payments permitted by the provisions of this Indenture described in Section 4.7 hereof or Permitted Investments (other than pursuant to clause (iii) of such definition);

          (vii) sales or other transfers or dispositions of accounts receivable and other related assets customarily transferred in an asset securitization transaction involving accounts receivable to a Receivables Entity in a Qualified Receivables Transaction, and acquisitions of Permitted Investments in connection with a Qualified Receivables Transaction;

          (viii) transactions pursuant to agreements or other arrangements, each as in effect on the Issue Date, as described in the Offering Memorandum in the section entitled “Certain Relationships and Related Party Transactions” and as the same may be amended, modified or replaced from time to time so long as such amendment, modification or replacement is no less favorable to the Company and the Restricted Subsidiaries in any material respect than the original agreement or arrangement in effect on the date of the Indenture;

          (ix) payments made by the Company or any Restricted Subsidiary to any Principal Related Party for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by a majority of the disinterested members, if any, of the Board of Directors of the Company in good faith; and

          (x) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture that are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Company, or are on terms at least as favorable as would reasonably have been entered into at such time with an unaffiliated party.

                    4.12 Liens.

                    The Company shall not and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur or otherwise cause or suffer to exist or become effective any Lien of any kind securing Indebtedness or Attributable Debt (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under this Indenture and the Notes are contemporaneously secured on an equal and ratable basis with the Obligations so secured until such time as such Obligations are no longer secured by a Lien; provided that to the extent any such Lien secures Indebtedness that is subordinate to the Notes or the Guarantees, such Lien shall be subordinate to the Lien on such property or assets granted to the Holders of the Notes to the same extent as such Indebtedness is subordinate to the Notes or such Guarantee, as the case may be.

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                    4.13 Business Activities.

                    The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Subsidiaries taken as a whole.

                    4.14 Corporate Existence.

                    Subject to Article V hereof, the Issuers shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) their corporate existence, and the corporate, partnership, limited liability company or other existence of each of their Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuers or any such Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Issuers and their Subsidiaries; provided, however, that the Issuers shall not be required to preserve any such right, license or franchise, or the corporate, partnership, limited liability company or other existence of any of their Subsidiaries, if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuers and their Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes.

                    4.15 Offer to Repurchase upon Change of Control.

                    If a Change of Control occurs, the Issuers shall be required to make an offer (a “Change of Control Offer”) to each Holder of Notes, unless the Issuers have exercised their right to redeem all the Notes pursuant to Section 3.7 hereof, to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth in this Section 4.15. In the Change of Control Offer, the Issuers shall offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to the date of purchase (the “Change of Control Payment Date”). Within 30 days following any Change of Control, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by this Indenture and described in such notice.

                    The Issuers shall comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such conflict.

                    On the Change of Control Payment Date, the Issuers shall, to the extent lawful:

          (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

          (2) deposit with, the Paying Agent, an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

          (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers.

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                    The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Dale.

                    If the Change of Control Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, will be paid to the Holder in whose name a Note is registered at the close of business on such record date, and no other interest or Additional Interest, if any, will be payable to Holders who tender pursuant to the Change of Control Offer.

                    The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

                    The Issuers shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.

                    4.16 Future Subsidiary Guarantees.

                    If the Company or any of its Restricted Subsidiaries (other than a Receivables Entity) acquire or create another Domestic Subsidiary after the date hereof or an Immaterial Subsidiary ceases to qualify as an Immaterial Subsidiary, then that newly acquired or created Domestic Subsidiary or such former Immaterial Subsidiary shall on the date on which it was acquired, created or ceased to so qualify become a Guarantor and promptly execute a supplemental indenture in form and substance set forth in Exhibit D pursuant to which such Subsidiary shall guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes on a senior basis; provided that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary. In addition, if any of the Company’s Foreign Subsidiaries or Immaterial Subsidiaries guarantee any Indebtedness of any Issuer or any Guarantor, such Foreign Subsidiary or Immaterial Subsidiary, as the case may be, shall simultaneously become a Guarantor and promptly execute a supplemental indenture in form and substance set forth in Exhibit D pursuant to which such Person shall guarantee, on a joint and several basis, the prompt payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes on a senior basis and to the same extent as such Person’s guarantee of such other Indebtedness.

                    The foregoing provisions shall not apply to Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries.

                    Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Guarantor without rendering the Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

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                    4.17 Designation of Restricted and Unrestricted Subsidiaries.

                    The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary (other than MSG) if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and shall reduce the amount available for Restricted Payments under the first paragraph (or clause (xiii) of the second paragraph) of Section 4.7 or under one or more clauses of the definition of Permitted Investments, as determined by the Company. Such designation shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

                    All Subsidiaries of Unrestricted Subsidiaries shall be automatically deemed to be Unrestricted Subsidiaries. All designations of Subsidiaries as Unrestricted Subsidiaries and revocations thereof must be evidenced by filing with the Trustee resolutions of the Board of Directors of the Company and an Officers’ Certificate certifying compliance with the foregoing provisions.

                    4.18 Payments for Consent.

                    The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend the Indenture or the Notes in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

ARTICLE V

SUCCESSORS

                    5.1 Merger, Consolidation, or Sale of Assets.

                    Neither Issuer may, directly or indirectly: (A) consolidate or merge with or into another Person (whether or not such Issuer is the surviving corporation) or (B) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person; unless:

          (i) either: (a) such Issuer is the surviving corporation or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia and assumes all of the obligations of such Issuer under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; provided, that at all times at least one Issuer shall be a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

          (ii) immediately after such transaction no Default or Event of Default exists; and

          (iii) (a) such Issuer or the Person formed by or surviving any such consolidation or merger (if other than such Issuer), or to which such sale, assignment, transfer, conveyance or

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other disposition has been made shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.9 hereof or (b) have a Fixed Charge Coverage Ratio equal to or greater than the Fixed Charge Coverage Ratio of such Issuer immediately prior to such transaction.

                    In no event shall the Company or MSG enter into any transaction that results in, or otherwise permit, MSG to cease being a Restricted Subsidiary of the Company. For purposes of this Section 5.1, the sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of any Issuer, which properties and assets, if held by such Issuer instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of such Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of such Issuer.

                    Notwithstanding the preceding clause (iii), (x) any Restricted Subsidiary may consolidate with, merge into, sell, assign, convey, lease or otherwise transfer all or part of its properties and assets to any Issuer or to any Guarantor and (y) an Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating such Issuer in another jurisdiction so long as such jurisdiction is the United States, any state of the United States or the District of Columbia.

                    5.2 Successor Corporation Substituted.

                    Upon any transfer, consolidation or merger in accordance with Section 5.1 hereof, the successor entity in such transaction shall succeed to and (except in the case of a lease) be substituted for, and may exercise every right and power of, such Issuer under this Indenture and the Registration Rights Agreement with the same effect as if such successor entity had been named herein as an Issuer, and (except in the case of a lease) such Issuer shall be released from the obligations under the Notes, the Indenture and the Registration Rights Agreement except with respect to any obligations that arise from, or are related to, such transaction.

ARTICLE VI

EVENTS OF DEFAULT

                    6.1 Events of Default.

                    Each of the following is an “Event of Default”:

          (a) default for 30 days in the payment when due of interest on, or Additional Interest, if any, with respect to, the Notes;

          (b) default in payment when due of the principal of, or premium, if any, on the Notes;

          (c) failure by the Company or any of its Restricted Subsidiaries for 30 days or more to comply with the provisions of Sections 4.15 or 5.1 hereof;

          (d) failure by the Company, or any of its Restricted Subsidiaries, for 60 days after written notice by the Trustee or Holders of at least 25% in principal amount of the then outstanding Notes to comply with any of the other covenants or agreements in this Indenture;

          (e) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by the Company or any of its

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Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default (i) is caused by a failure to pay principal of such Indebtedness at final maturity prior to the expiration of the grace period provided in such Indebtedness (a “Payment Default”) or (ii) results in the acceleration of such Indebtedness prior to its Stated Maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $12.5 million or more;

          (f) failure by the Company or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction (not subject to appeal) aggregating in excess of $12.5 million (net of any amounts covered by a reputable and creditworthy insurance company), which judgments are not paid, discharged or stayed for a period of 60 days after the date on which the right to appeal has expired;

          (g) any Issuer or any of their Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of Bankruptcy Law: (i) commence a voluntary case, (ii) consent to the entry of an order for relief against them in an involuntary case, (iii) consent to the appointment of a Custodian of them or for all or substantially all of their property, (iv) make a general assignment for the benefit of their creditors, or (v) generally are not paying their debts as they become due;

          (h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against any Issuer or any of their Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary in an involuntary case; (ii) appoints a Custodian of any Issuer or any of their Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of any Issuer or any of their Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or (iii) orders the liquidation of any Issuer or any of their Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and the order or decree remains unstayed and in effect for 60 consecutive days; and

          (i) except as permitted by this Indenture, any Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor; shall deny or disaffirm its obligations under its Guarantee.

                    6.2 Acceleration.

                    In the case of an Event of Default specified in clauses (g) or (h) of Section 6.1 hereof, with respect to the Issuers, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, by notice in writing to the Trustee and the Issuers, may declare all the Notes to be due and payable.

                    In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.1(e) has occurred and is continuing, the declaration of acceleration of the Notes

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shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.1(e) shall be remedied or cured by the Issuers or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 30 days after the declaration of acceleration with respect thereto and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium, or interest or Additional Interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. In the event of an Event of Default pursuant to Section 6.0l(c) or Section 6.0l(d) caused solely by a breach of the specified covenant resulting from the existence of an unknown Default under another covenant, such Event of Default shall be deemed remedied or cured by the Issuers if the underlying Default is promptly remedied upon becoming known to the Issuers.

                    6.3 Other Remedies.

                    If an Event of Default occurs and is continuing, the Trustee, in its sole discretion, may pursue any available remedy to collect the payment of principal, premium, if any, interest and Additional Interest, if any, on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

                    The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

                    6.4 Waiver of Past Defaults.

                    Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium or Additional Interest, if any, or interest on, the Notes (including in connection with an offer to purchase) (provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

                    6.5 Control By Majority.

                    Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. The Trustee may take any other action consistent with this Indenture relating to any such direction.

                    6.6 Limitation on Suits.

                    Except to enforce the right to receive payment of principal, premium, if any, or interest or Additional Interest, if any, when due, no Holder of a Note may pursue any remedy with respect to this Indenture, the Notes or any Guarantee unless:

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          (a) such Holder has previously given the Trustee notice that an Event of Default is continuing;

          (b) Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee to pursue the remedy;

          (c) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

          (d) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

          (e) Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

                    A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

                    6.7 Rights of Holders of Notes to Receive Payment.

                    Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

                    6.8 Collection Suit by Trustee.

                    If an Event of Default specified in Section 6.1(a) or (b) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the compensation, fees, expenses, disbursements and advances of the Trustee, its agents and counsel.

                    6.9 Trustee May File Proofs of Claim.

                    The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, fees, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the compensation, fees, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under or in connection with this Indenture To the extent that the payment of any such compensation, fees, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under or in connection with this Indenture out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a perfected, first priority Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or

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otherwise, and such Lien in favor of a predecessor Trustee shall be senior to the Lien in favor of the current Trustee. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

                    6.10 Priorities.

                    If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order:

                    First: to the Trustee (including any predecessor Trustee), its agents and attorneys for amounts due under Section 7.7 hereof, including payment of all compensation, fees, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

                    Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium and Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and Additional Interest, if any and interest, respectively; and

                    Third: to the Issuers or to such party as a court of competent jurisdiction shall direct.

                    The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

                    6.11 Undertaking for Costs.

                    In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.7 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE VII

TRUSTEE

                    7.1 Duties of Trustee.

                    (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

                    (b) Except during the continuance of an Event of Default:

                    (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

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                    (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of opinions or certificates specifically required by any provision hereof to be provided to it, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

                    (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

                    (i) this paragraph does not limit the effect of paragraph (b) or (d) of this Section 7.1;

                    (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

                    (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5 hereof.

                    (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.1.

                    (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request or direction of any Holders, unless such Holder shall have offered and, if requested, provided to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

                    (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

                    7.2 Rights of Trustee.

                    (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the expense of the Issuers and shall incur no liability by reason of such inquiry or investigation, except as provided in Section 7.1.

                    (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

                    (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

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                    (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

                    (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer of each of the Issuers.

                    (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered and, if requested, provided to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

                    (g) No permissive right of the Trustee to act hereunder shall be construed as a duty.

                     (h) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate, an Opinion of Counsel, or both.

                    (i) Except with respect to Section 4.1 hereof, the Trustee shall have no duty to inquire as to the performance of the Issuers’ covenants in Article IV hereof. In addition, the Trustee shall not be deemed to have knowledge (including actual knowledge) of any Default or Event of Default except (i) any Event of Default occurring pursuant to Sections 6.1(a) and 6.1(b) hereof or (ii) any Default or Event of Default of which a Responsible Officer of the Trustee shall have received written notification or obtained actual knowledge. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest or Additional Interest.

                    (j) The Trustee shall not be deemed to have notice or knowledge (including actual knowledge) of any matter unless a Responsible Officer has actual knowledge thereof or unless written notice thereof is received by the Trustee at the Corporate Trust Office of the Trustee and such notice references the Notes generally, the Issuers or this Indenture.

                    (k) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

                    (l) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

                    7.3 Individual Rights of Trustee.

                    The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee, However, in the event that the Trustee acquires any conflicting interest as described in the TIA (as in effect at such time) it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

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                    7.4 Trustee’s Disclaimer.

                    The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Notes, any Registration Rights Agreement or the Offering Memorandum; it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture; it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

                    7.5 Notice of Defaults.

                    If a Default or Event of Default occurs and is continuing and if the Trustee receives written notice thereof, the Trustee shall (at the expense of the Issuers) mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, Additional Interest, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

                    7.6 Reports by Trustee to Holders of the Notes.

                    Within 60 days after each May 15 beginning with the May 15 following the Issue Date, and for so long as Notes remain outstanding, the Trustee shall (at the expense of the Issuers) mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA § 313(c).

                    A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuers and filed with the Commission and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Issuers shall promptly notify the Trustee when the Notes are listed on any stock exchange or any delisting thereof.

                    7.7 Compensation and Indemnity.

                    The Issuers and the Guarantors jointly and severally agree to pay to the Trustee from time to time compensation as agreed upon by the Trustee and the Issuers, and, in the absence of any such agreement, reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers and the Guarantors shall reimburse the Trustee promptly upon request for all disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

                    The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee against any and all losses, liabilities, claims, damages or expenses incurred by if arising out of or In connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.7) and defending itself against any claim (whether asserted by the Issuers, the Guarantors or any Holder or any other person) or liability in connection with, relating to, or arising out of (i) the exercise or performance of any of its powers or duties hereunder, or in connection herewith, and (ii) the validity, invalidity, adequacy or inadequacy of this Indenture, the Guarantees, the Notes, any Registration Rights Agreement

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and the Offering Memorandum, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence, bad faith or willful misconduct. The Trustee shall notify the Issuers and the Guarantors promptly of any claim for which it intends to seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors shall not relieve the Issuers and the Guarantors of their obligations hereunder unless the failure to notify the Issuers and the Guarantors materially impairs the Issuers’ and Guarantors’ ability to defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld.

                    The obligations of the Issuers and the Guarantors to the Trustee under this Section 7.7 shall survive the satisfaction and discharge of this Indenture and shall be secured by a Lien as provided in Section 6.9 hereof.

                    To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.7, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

                    When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(g) or (h) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

                    The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

                    7.8 Replacement of Trustee.

                    A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.8.

                    The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of Notes of a majority in principal amount of the then outstanding Notes may remove the Trustee by providing 30 days prior written notice of such removal to the Trustee and the Issuers. The Issuers may by a Board Resolution remove the Trustee if:

          (a) the Trustee fails to comply with Section 7.10 hereof;

          (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

          (c) a Custodian or public officer takes charge of the Trustee or its property; or

          (d) the Trustee becomes incapable of acting.

                    If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.

                    If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers, or the Holders of Notes of at least 10% in principal

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amount of the then outstanding Notes may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee.

                    If the Trustee, after receiving a written request by any Holder of a Note who has been a bona fide Holder of a Note for at least six months, fails to comply with Section 7.10, such Holder of a Note may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

                    A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of the Notes. The retiring Trustee shall, upon payment of its charges hereunder, promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.7 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Issuers’ and the Guarantors’ obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee.

                    7.9 Successor Trustee by Merger, Etc.

                    If the Trustee or any Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another Person, the successor Person without any further act shall be the successor Trustee or Agent, as the case may be.

                    7.10 Eligibility; Disqualification.

                    There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that together with its direct parent, if any, or in the case of a corporation included in a bank holding company system, its related bank holding company, has a combined capital and surplus of at least $50 million as set forth in its most recent published annual report of condition.

                    This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(l), (2) and (5). The Trustee is subject to TIA § 310(b).

                    7.11 Preferential Collection of Claims Against Company.

                    The Trustee is subject to TIA § 31l(a), excluding any creditor relationship listed in TIA § 31l(b). A Trustee who has resigned or been removed shall be subject to TIA § 31l(a) to the extent indicated therein.

                    7.12 Other Capacities.

                    All references in this Indenture to the Trustee shall be deemed to refer to the Trustee in its capacity as Trustee and in its capacities as any Agent, to the extent acting in such capacities, and every provision of this Indenture relating to the conduct or affecting the liability or offering protection, immunity or indemnity to the Trustee shall be deemed to apply with the same force and effect to the Trustee acting in its capacities as any Agent.

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ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

                    8.1 Option to Effect Legal Defeasance or Covenant Defeasance.

                    The Issuers may, at their option and at any time, elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding Notes and the Guarantees upon compliance with the conditions set forth below in this Article VIII.

                    8.2 Legal Defeasance and Discharge.

                    Upon the Issuers’ exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and to have each Guarantor’s obligations discharged with respect to its Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.4 hereof, and as more fully set forth in Section 8.4, payments in respect of the principal of or interest or premium and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust, (c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ and the Guarantors’ obligations in connection therewith; and (d) this Article VIII. Subject to compliance with this Article VIII, the Issuers may exercise their option under this Section 8.2 notwithstanding the prior exercise of its option under Section 8.3 hereof.

                    8.3 Covenant Defeasance.

                    Upon the Issuers’ exercise under Section 8.1 hereof of the option applicable to this Section 8.3, the Issuers and each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be released from its obligations under the covenants contained in Sections 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and 5.1 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.4 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.1 hereof of the option applicable to this Section 8.3 hereof, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.l(d) and 6.1(e) hereof shall not constitute Events of Default.

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                    8.4 Conditions to Legal or Covenant Defeasance.

                    The following shall be the conditions to the application of either Section 8.2 or 8.3 hereof to the outstanding Notes:

                    In order to exercise either Legal Defeasance or Covenant Defeasance:

          (a) (i) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank or firm of independent public accountants, to pay the principal of, or interest and premium and Additional Interest, if any, on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, (ii) the Issuers must specify whether the Notes are being defeased to maturity or to a particular redemption date and (iii) the Trustee must have, for the benefit of the Holders, a valid, perfected, exclusive security interest in the trust;

          (b) in the case of an election under Section 8.2 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions) to the effect that (i) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income lax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

          (c) in the case of an election under Section 8.3 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

          (d) the deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) or insofar as Sections 6.1(g) or 6.1(h) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit;

          (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Issuers or any of their Subsidiaries are a party or by which the Issuers or any of their Subsidiaries are bound;

          (f) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, no trust funds will be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

          (g) the Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over the

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other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and

          (h) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

                    8.5 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

                    Subject to Section 8.6 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively For purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including an Issuer acting as Paying Agent), to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

                    The Issuers and the Guarantors jointly and severally agree to pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

                    Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable Government Securities held by it as provided in Section 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(a)(i) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

                    8.6 Repayment to Issuers.

                    Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium, if any, Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, Additional Interest, if any, or interest has become due and payable shall be paid to the Issuers on their request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter; as a secured creditor, look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuers cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Issuers.

                    8.7 Reinstatement.

                    If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.2 or 8.3 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or

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otherwise prohibiting such application, then the Issuers’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is permitted by such court or governmental authority to apply all such money in accordance with Section 8.2 or 8.3 hereof, as the case may be; provided, however, that, if the Issuers make any payment of principal of, premium, if any, Additional Interest, if any, or interest on any Note following the reinstatement of their obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER

                    9.1 Without Consent of Holders of Notes.

                    Notwithstanding Section 9.2 of this Indenture, the Issuers and the Trustee may amend or supplement this Indenture, the Guarantees or the Notes without the consent of any Holder of a Note:

          (a) to cure any ambiguity, defect or inconsistency;

          (b) to provide for uncertificated Notes in addition to or in place of certificated Notes;

          (c) to provide for the assumption of the obligations of the Issuers or any Guarantor to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of their assets in accordance with this Indenture;

          (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;

          (e) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture;

          (f) to evidence and provide for the acceptance of an appointment of a successor trustee;

          (g) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA;

          (h) secure the Notes;

          (i) add to the covenants of the Issuers and their Restricted Subsidiaries for the benefit of the Holders or to surrender any rights or power herein conferred upon the Issuers and their Restricted Subsidiaries;

          (j) to provide for additional Guarantors in accordance with the terms of the Indenture; or

          (k) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum.

                    Upon the request of the Issuers accompanied by a resolution of their respective Boards of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.2 hereof, the Trustee shall join with the Issuers in the

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execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

                    9.2 With Consent of Holders of Notes.

                    Except as provided in Section 9.1 hereof and as provided below in this Section 9.2, the Issuers and the Trustee may amend, supplement or waive any provision of this Indenture or the Notes or the Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes or the Guarantees may be waived by the consent of the Holders (other than the Issuers and their Affiliates) of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.8 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.2.

                    Without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Notes held by a non-consenting Holder):

          (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

          (b) reduce the principal of (or the premium on) or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than provisions relating to the covenants described in Sections 4.10 and 4.15 hereof);

          (c) reduce the rate of or change the time for payment of interest or Additional Interest on any Note;

          (d) waive a Default or Event of Default in the payment of principal of, or interest or premium or Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);

          (e) make any Note payable in currency other than that stated in the Notes;

          (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the rights of Holders of Notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on the Notes;

          (g) waive a redemption payment with respect to any Note (other than a payment required by one of the covenants described in 4.10 and 4.15 hereof);

          (h) release any Guarantor from any of its obligations under its Guarantee or this Indenture, except in accordance with the terms of this Indenture; or

          (i) make any change in the preceding amendment and waiver provisions.

                    Upon the request of the Issuers accompanied by a resolution of their respective Boards of Directors, as the case may be, authorizing the execution of any such amended or supplemental Indenture

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or waiver, and upon receipt by the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental Indenture or waiver unless such amended or supplemental Indenture or waiver directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture waiver.

                    It shall not be necessary for the consent of the Holders of Notes under each of Section 9.1 and this Section 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

                    After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver.

                    9.3 Compliance With Trust Indenture Act.

                    Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental Indenture that complies with the TIA as then in effect.

                    9.4 Revocation and Effect of Consents.

                    Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

                    9.5 Notation on or Exchange of Notes.

                    The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

                    Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

                    9.6 Trustee to Sign Amendments, Etc.

                    The Trustee shall sign any amended or supplemental Indenture or waiver authorized pursuant to this Article IX if the amendment or supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuers may not sign an amendment or supplemental Indenture or waiver until the Board of Directors of the Company approves it in writing. In executing any amended or supplemental indenture or waiver, the Trustee shall be provided to it and (subject to Section 7.1 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 12.4 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture or waiver is authorized or permitted by this Indenture.

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ARTICLE X

GUARANTEES

                    10.1 Guarantee.

                    (a) Each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:

                    (i) the principal of, premium and Additional Interest, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof, and

                    (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise.

                    (b) The Guarantors hereby agree that, subject to Section 10.2 hereof, their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against any Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.

                    (c) Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of any Issuer, any right to require a proceeding first against any Issuer, protest, notice and all demands whatsoever and covenant that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

                    (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

                    (e) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee.

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                    (f) The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

                    10.2 Limitation on Guarantor Liability.

                    Each Guarantor, and by its acceptance of Notes, each Holder and the Trustee, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article X, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent transfer or conveyance.

                    10.3 Guarantors May Consolidate, etc., on Certain Terms.

          A Guarantor may not sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or riot such Guarantor is the surviving Person), another Person, other than either Issuer or another Guarantor, unless:

(1) immediately after giving effect to such transaction, no Default or Event of Default exists; and
(2) either:
	(a)	the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all of the obligations of that Guarantor under this Indenture, its Guarantee and the Registration Rights Agreement pursuant to agreements satisfactory to the Trustee; or
	(b)	the sale or other disposition is in compliance with this Indenture, including Section 4.10 hereof.

                    10.4 Releases of Guarantees.

          The Guarantee of a Guarantor may be released at the option of the Issuers:

          (1) in connection with any sale, disposition or other transfer (including through merger or consolidation) of the Equity Interests of such Guarantor following which such Guarantor is no longer a Subsidiary of either Issuer to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of an Issuer (other than a Receivables Entity) if such sale, disposition or other transfer is made in compliance with the applicable provisions of this Indenture;

          (2) with respect to any Foreign Subsidiary, if the guarantee which resulted in the creation of the Guarantee of such Foreign Subsidiary is released or discharged, except a discharge or release by or as a result of payment under such guarantee;

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          (3) if the Issuers designate any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or

          (4) upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Notes and the Subsidiary Guarantees as pursuant to Article VIII and Article XI hereof.

                    10.5 Notation of Guarantee.

          Nothing herein shall require that the Notes bear a notation evidencing any Guarantee and the failure of a Note to bear such a notation shall not impair or affect the validity of any Guarantee.

ARTICLE XI

SATISFACTION AND DISCHARGE

                    11.1 Satisfaction and Discharge.

                    This Indenture shall be discharged and will cease to be of further effect as to all Notes and Guarantees issued hereunder, except as to surviving rights of registration of transfer or exchange of the Notes, when:

                    (a) either:

                    (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or

                    (ii) all Notes that have not been delivered to the Trustee for cancellation (A) have become due and payable by reason of the mailing of a notice of redemption or otherwise or (B) will become due and payable within one year or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Issuers and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption;

                    (b) no Default or Event of Default has occurred and is continuing on the date of the deposit or shall occur as a result of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit shall not result in a breach or violation of, or constitute a default under, any other material instrument to which the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound;

                    (c) the Trustee, for the benefit of the Holders, has a valid, perfected, first priority security interest in the trust;

                    (d) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

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                    (e) the Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

                    In addition, the Issuers must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfied.

                    Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuers to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (C) of Clause (ii) of this Section 11.1, the obligations of the Trustee under Section 11.3 shall survive such satisfaction and discharge.

                    11.2 Application of Trust Funds.

                    Subject to Section 11.4 hereof, all cash and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 11.1 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest and Additional Interest, if any, but such cash and securities need not be segregated from other funds except to the extent required by law.

                    11.3 Repayment to Company.

                    Any cash or non-callable Government Securities deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium, if any, or interest or Additional Interest, if any, on, any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest or Additional Interest, if any, has become due and payable shall be paid to the Issuers on its request or (if then held by the Issuers) shall be discharged from such trust; and the Holder shall thereafter, as an unsecured creditor, look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such cash and securities, and all liability of the Issuers as trustee thereof, shall thereupon cease; provided that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuers cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such cash and securities remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such cash and securities then remaining will be repaid to the Issuers.

                    11.4 Reinstatement.

                    If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 11.2, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.2 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 11.2 hereof; provided that, if the Issuers makes any payment of principal of, premium on, if any, or interest or Additional Interest, if any, on any Note following the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

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ARTICLE XII

MISCELLANEOUS

                    12.1 Trust Indenture Act Controls.

                    If any provision hereof limits, qualifies or conflicts with a provision of the TIA which is required under the TIA to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the TIA which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

                    12.2 Notices.

                    Any notice or communication by the Issuers, the Guarantors or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address

If to the Issuers and/or any Guarantor:

Mobile Services Group, Inc.
Mobile Storage Group, Inc.
7590 North Glenoaks Boulevard
Burbank, California 91504
Facsimile No.: (818) 253-3154
Attention: Chief Financial Officer

With a copy to:

Kirkland & Ellis LLP
153 East 53rd Street
New York, New York 10022
Facsimile No.: (212) 446-6460
Attention: Joshua N. Korff, Esq.

If to the Trustee:

Wells Fargo Bank, N.A.
Corporate Trust Services
MAC N9303-120
Sixth & Marquette
Minneapolis, Minnesota 55479
Facsimile No.: (612) 667-9825
Attention: MSG Account Manager

                    The Issuers, the Guarantors or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

                    All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt

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acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

                    Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA §313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

                    If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it, except for notices or communications to the Trustee, which shall be effective only upon actual receipt thereof.

                    If the Issuers mail a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

                    12.3 Communication by Holders of Notes With Other Holders Notes.

                    Holders may communicate pursuant to TIA §312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of TIA §312(c).

                    12.4 Certificate and Opinion as to Conditions Precedent.

                    Upon any request or application by the Issuers to the Trustee to take any action under this Indenture, the Issuers shall furnish to the Trustee:

          (a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

          (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants, if any, have been satisfied.

                    12.5 Statements Required in Certificate or Opinion.

                    Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA §314(a)(4)) shall comply with the provisions of TIA §314(e) and shall include:

          (a) a statement that the Person making such certificate or opinion has read such covenant or condition;

          (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions-contained in such certificate or opinion are based;

          (c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

85

          (d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

                    12.6 Rules by Trustee and Agents.

                    The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

                    12.7 No Personal Liability of Directors, Officers, Employees and Shareholders.

                    No director, officer, employee, incorporator or stockholder of the Issuers or any Guarantor, as such, shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

                    12.8 Governing Law.

                    THIS INDENTURE, THE GUARANTEES AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                    12.9 No Adverse Interpretation of Other Agreements.

                    This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuers or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

                    12.10 Successors.

                    All agreements of the Issuers in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor under this Indenture shall bind its successors.

                    12.11 Severability.

                    In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby to the extent permitted by applicable law.

                    12.12 Counterpart Originals.

                    The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

                    12.13 Table of Contents, Headings, Etc.

                    The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

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                    12.14 Benefits of Indenture.

                    Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture, except as may otherwise be provided pursuant to this Indenture with respect to such Notes.

                    12.15 Legal Holidays.

                    In any case where any interest payment date, redemption date or maturity of any Note, or any date on which a Holder has the right to convert his Note, shall not be a Business Day at any place of payment, then (notwithstanding any other provision of this Indenture or of the Notes (other than a provision of any Note which specifically states that such provision shall apply in lieu of this Section 12.15) payment of principal of or premium, if any, and interest and Additional Interest, if any, or conversion of such Note need not be made at such place of payment on such date, but may be made on the next succeeding Business Day at such place of payment with the same force and effect as if made on the interest payment date or redemption date, or at the maturity, or on such date for conversion, as the case may be.

[Signatures on following page]

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

MOBILE SERVICES GROUP, INC.
By:
Name: Christopher A. Wilson
Title: General Counsel and Assistant Secretary
MOBILE STORAGE GROUP, INC.
By:
Name: Christopher A. Wilson
Title: General Counsel and Assistant Secretary
A BETTER MOBILE STORAGE COMPANY
By:
Name: Christopher A. Wilson
Title: General Counsel and Assistant Secretary
MOBILE STORAGE GROUP (TEXAS), L.P.
By: MOBILE STORAGE GROUP, INC. its General Partner
		By:
		Name: Christopher A. Wilson   Title: General Counsel and Assistant   Secretary
WELLS FARGO BANK, N.A., as Trustee
By:
	Name: Lynn M. Steiner Title: Vice President

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

MOBILE SERVICES GROUP, INC.
By:
Name: Christopher A. Wilson
Title: General Counsel and Assistant Secretary
MOBILE STORAGE GROUP, INC.
By:
Name: Christopher A. Wilson
Title: General Counsel and Assistant Secretary
A BETTER MOBILE STORAGE COMPANY
By:
Name: Christopher A. Wilson
Title: General Counsel and Assistant Secretary
MOBILE STORAGE GROUP (TEXAS), L.P.
By: MOBILE STORAGE GROUP, INC. its General Partner
	By:
		Name: Christopher A. Wilson Title: General Counsel and Assistant Secretary
WELLS FARGO BANK, N.A., as Trustee
By:
	Name: Lynn M. Steiner Title: Vice President

EXHIBIT A

[Insert the Global Note Legend, if applicable, pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable, pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable, pursuant to the provisions of the
Indenture]

[FACE OF NOTE]

CUSIP No. ______
ISIN No. ______

9 3/4% Senior Notes due 2014

No. _____ Principal amount at Maturity $_________

MOBILE SERVICES GROUP, INC.
MOBILE STORAGE GROW, INC.

Mobile Services Group, Inc., a Delaware corporation (the “Company”), and Mobile Storage Group, Inc., a Delaware corporation (“MSG” and, together with the Company, the “Issuers”), promise to pay to ______________, or registered assigns, the principal sum of ______________ Dollars on August 1, 2014 [or such greater or lesser amount as may be indicated on Schedule A hereto]¹.

Interest Payment Dates: February 1 and August 1, commencing February 1, 2007.

Record Dates: January 15 and July 15.

Additional provisions of this Note are set forth on the reverse of this Note.

1 If this Note is a Global Note, include this provision.

1

Dated:

MOBILE SERVICES GROUP, INC.
By:
	Name: Title:
MOBILE STORAGE GROUP, INC.
By:
	Name: Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the [Global] Notes referred
to in the within-mentioned Indenture:

WELLS FARGO BANK, N.A.,
as Trustee

By:
	Authorized Signatory

2

[FORM OF REVERSE OF NOTES]

9 3/4% Senior Notes due 2014

                    Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

                    (1) Interest. Mobile Services Group, Inc., a Delaware corporation (the “Company”), and Mobile Storage Group, Inc., a Delaware corporation (“MSG” and, together with the Company, the “Issuers”), promise to pay interest on the principal amount of this Note at 9 3/4% per annum until maturity and shall pay Additional Interest, to the extent required by the Registration Rights Agreement. The Issuers shall pay interest and Additional Interest, if any, semi-annually in arrears on February 1 and August 1 of each such year, commencing February 1, 2007 or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

                    (2) Method of Payment. The Issuers shall pay interest on the Notes (except defaulted interest) and Additional Interest, if any, to the Persons in whose name(s) this Note is registered at the close of business on the January 15 or July 15 next preceding the Interest Payment Date (each, a “Record Date”), even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and Additional Interest, if any, and interest at the office or agency of the Issuers maintained for such purpose within the United States of America, or, at the option of the Issuers, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that all payments of $1,000 or more principal, premium, if any, interest and Additional Interest, if any, with respect to Notes the Holders of which have given wire transfer instructions to the Issuers at least ten Business Days prior to the applicable payment date will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

                    (3) Paying Agent and Registrar. Initially, Wells Fargo Bank, N.A, the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Issuers or any of its Subsidiaries may act in any such capacity.

                    (4) Indenture. The Issuers issued the Notes under an Indenture, dated as of August 1, 2006 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are obligations of the Issuers initially in the aggregate principal amount of $200,000,000.

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                    (5) Guarantees. Subject to the conditions set forth in Article X of the Indenture, the payment of the Issuers of the principal of, and premium, if any, interest and Additional Interest, if any, on, the Notes will be fully and unconditionally guaranteed on a joint and several senior unsecured basis by each of the Guarantors to the extent set forth in the Indenture.

                    (6) Optional Redemption.

                    (a) At any time prior to August 1, 2010, the Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the date of redemption.

                    (b) In addition to clause (a) of this Paragraph 6, at any time prior to August 1, 2009, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 109.750% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings by the Company or the net proceeds of any Equity Offerings by any Parent Entity that are contributed to common equity capital of the Company; provided that: (i) at least 65% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by any Parent Entity, any Issuer and any Subsidiary of any Issuer); and (ii) the such redemption shall occur within 90 days of the date of the closing of such Equity Offering.

                    (c) Except as set forth in clauses (a) and (b) of this Paragraph 6, the Issuers shall not have the option to redeem the Notes pursuant to Section 3.7 of the Indenture prior to August 1, 2010. On or after August 1, 2010, the Issuers shall have the option to redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 1 of the years indicated below:

Year	Redemption Price
2010	104.875%
2011	102.438%
2012 and thereafter	100.000%

                    (7) Mandatory Redemption.

                    The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

                    (8) Repurchase at Option of Holder.

                    (a) If a Change of Control occurs, the Issuers shall be required to make a Change of Control Offer to each Holder of Notes, unless the Issuers have exercised their right to redeem all the Notes pursuant to Section 3.7 of the Indenture, to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at an offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to the date of purchase. Within 30 days following any Change

4

of Control, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice.

                    (b) If the Issuers or a Restricted Subsidiary consummate any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuers shall commence an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of the principal amount (or accreted value, as applicable) of the Notes and such other pari passu Indebtedness in each case equal to $2,000 or an integral multiple of $1,000 in excess thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and shall be payable in cash. If any Excess Proceeds remain after the consummation of an Asset Sale Offer, the Company or any of its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in such Asset Sale Offer exceeds the amount of Excess Proceeds, the Excess Proceeds shall be allocated by the Issuers to the Notes and such other pari passu Indebtedness on a pro rata basis (based upon the respective principal amounts (or accreted value, if applicable) of the Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer) and the portion of each Note to be purchased shall thereafter be determined by the Trustee on a pro rata basis among the Holders of such Notes with appropriate adjustments such that the Notes may only be purchased in integral multiples of $1,000. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

                    (9) Notice of Redemption. Except as otherwise specified in the Indenture, notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in integral multiples of $1,000 in excess thereof, unless all of the Notes held by a Holder are to be redeemed on the basis of the aggregate principal amount (or accreted value, as applicable) of Notes and other pari passu Indebtedness tendered. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption.

                    (10) Denominations, Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

                    (11) Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.

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                    (12) Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture, the Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing default or compliance with any provision of the Indenture, the Guarantees or the Notes or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; provide for uncertificated Notes in addition to or in place of certificated Notes; provide for the assumption of the obligations of the Issuers or any Guarantor to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of their assets in accordance with the Indenture; make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any Holder; provide for the issuance of Additional Notes in accordance with the provisions set forth in the Indenture; evidence and provide for the acceptance of an appointment of a successor trustee; comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA; secure the Notes; add to the covenants of the Issuers and their Restricted Subsidiaries for the benefit of Holders or to surrender any rights or power conferred in the Indenture upon the Issuers and their Restricted Subsidiaries; provide for additional Guarantors in accordance with the terms of the Indenture; or conform the text of the Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum.

                    (13) Events of Default. Each of the following is an “Event of Default”: (a) default for 30 days in the payment when due of interest on, or Additional Interest, if any, with respect to, the Notes; (b) default in payment when due of the principal of, or premium, if any, on the Notes; (c) failure by the Company or any of its Restricted Subsidiaries for 30 days or more to comply with the provisions of Sections 4.15 or 5.1 of the Indenture; (d) failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice by the Trustee or Holders of at least 25% in principal amount of the then outstanding Notes to comply with any of the other covenants or agreements in the Indenture; (e) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default (i) is caused by a failure to pay principal of such Indebtedness at final maturity prior to the expiration of the grace period provided in such Indebtedness (a “Payment Default”) or (ii) results in the acceleration of such Indebtedness prior to its Stated Maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $12.5 million or more; (f) failure by the Company or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction (not subject to appeal) aggregating in excess of $12.5 million (net of any amounts covered by a reputable and creditworthy insurance company), which judgments are not paid, discharged or stayed for a period of 60 days after the date on which the right to appeal has expired; (g) any Issuer or any of their Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of Bankruptcy Law: (i) commence a voluntary case, (ii) consent to the entry of an order for relief against them in an involuntary case, (iii) consent to the appointment of a Custodian of them or for all or substantially all of their property, (iv) make a general assignment for the benefit of their creditors, or (v) generally are not paying their debts as they become due; (h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against any Issuer or any of their Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary in an involuntary case; (ii) appoints a Custodian of any Issuer or any of their Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted

6

Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of any Issuer or any of their Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or (iii) orders the liquidation of any Issuer or any of their Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and the order or decree remains unstayed and in effect for 60 consecutive days; and (i) except as permitted by this Indenture, any Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee.

                    In the case of an Event of Default specified in clauses (g) and (h) above, with respect to the Issuers, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, by notice in writing to the Trustee and the Issuers, may declare all the Notes to be due and payable.

                    Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may in writing direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, premium, interest or Additional Interest. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium and Additional Interest, if any, or interest on, or the principal of, the Notes. The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

                    (14) Defeasance and Discharge; Satisfaction and Discharge. The Notes are subject to defeasance and discharge and satisfaction and discharge upon the terms and conditions specified in the Indenture.

                    (15) Trustee Dealings with Issuers. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuers or their Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not the Trustee.

                    (16) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Issuers or any Guarantor, as such, shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Indenture, the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

                    (17) Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an Authenticating Agent.

7

                    (18) Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

                    (19) Registration Rights Agreement. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in a Registration Rights Agreement dated as of_______ ___, 2___ among the Issuers, the Guarantors and the Initial Purchasers.

                    (20) CUSIP, ISIN or Other Similar Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP, ISIN or other similar numbers to be printed on the Notes and the Trustee may use CUSIP, ISIN or other similar numbers in notices of redemption as a convenience to Holders, No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

                    (21) Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York.

8

ASSIGNMENT FORM

To assign this Note, fill in the form below and have your signature guaranteed: (I) or (we) assign and transfer this Note to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint _____________________________________________________ agent to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date:		Your Name:
		(Print your name exactly as it appears on the face
		of this Note)
		Your Signature:
		(Sign exactly as your name appears on the face
		of this Note)
	Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

9

OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

          [_] Section 4.10 [_] Section 4.15

          If you want to elect to have only part of the Note purchased by the Issuers pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

$ __________
Date: __________	Your Signature:
		(Sign exactly as your name appears on the face
		of this Note)
	Tax Identification No:
Signature Guarantee*:

(*Participant in a Recognized Signature
Guarantee Medallion Program)

10

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE²

                    The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of
decrease in
Principal Amount
of this Global Note Amount of
increase in
Principal Amount
of this Global Note Principal Amount
of this Global Note
following such
decrease (or
increase) Signature of
authorized officer
of Trustee or
Note Custodian

2 If this Note is a Global Note, include this schedule.

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EXHIBIT B - FORM OF CERTIFICATE OF TRANSFER

Mobile Services Group, Inc.
Mobile Storage Group, Inc.
7590 North Glenoaks Boulevard
Burbank, California 91504
Attention: Chief Financial Officer

Wells Fargo Bank, N.A.
Corporate Trust Services
MAC N9303-120
Sixth & Marquette
Minneapolis, Minnesota 55479
Attention: MSG Account Manager

                    Re:          9 3/4% Senior Notes due 2014

                    Reference is hereby made to the Indenture, dated as of August 1, 2006 (the “Indenture”), among Mobile Services Group, Inc. and Mobile Storage Group, Inc., as issuers (the “Issuers”), the guarantors named therein and Wells Fargo Bank, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                    ______, (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount at maturity of $____ in such Note[s] or interests (the “Transfer”), to ___________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

1. [_] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

2. [_] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATIONS TEMPORARY GLOBAL NOTE; THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been

B-1

made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Distribution Compliance Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note, the Temporary Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

3. [_] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE I44A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

                    (a) [_] such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

                    (b) [_] such Transfer is being effected to the Company or a subsidiary thereof;

or

                    (c) [_] such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

or

                    (d) [_] such Transfer is being effected to an Accredited Investor or an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial Interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and in the Indenture and the Securities Act.

4. [_] Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

B-2

                    (a) [_] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

                    (b) [_] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities taws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

                    (c) [_] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any Stale of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

                    This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

	[Insert Name of Transferor]
	By:
		Name: Title:
Dated: ________, ___

B-3

ANNEX A TO CERTIFICATE OF TRANSFER

1.	The Transferor owns and proposes to transfer the following:
[CHECK ONE]
	(a)	[_]	a beneficial interest in the:
		(i)	[_]	144A Global Note (CUSIP _______); or
		(ii)	[_]	Regulation S Global Note (CUSIP _______); or
	(b)	[_]	a Restricted Definitive Note; or
2.	After the Transfer the Transferee will hold:
[CHECK ONE]
	(a)	[_]	a beneficial interest in the:
		(i)	[_]	144A Global Note (CUSIP _______); or
		(ii)	[_]	Regulation S Global Note (CUSIP _______); or
		(iii)	[_]	IAI Global Note (CUSIP _______); or
		(iv)	[_]	Unrestricted Global Note (CUSIP _______); or
	(b)	[_]	a Restricted Definitive Note; or
	(c)	[_]	an Unrestricted Definitive Note,
in accordance with the terms of the Indenture.

B-4

EXHIBIT C - FORM OF CERTIFICATE OF EXCHANGE

Mobile Services Group, Inc.
Mobile Storage Group, Inc.
7590 North Glenoaks Boulevard
Burbank, California 91504
Attention: Chief Financial Officer

Wells Fargo Bank, N.A.
Corporate Trust Services
MAC N9303-120
Sixth & Marquette
Minneapolis, Minnesota 55479
Attention: MSG Account Manager

          Re:          9 3/4% Senior Notes due 2014

(CUSIP __________________)

                    Reference is hereby made to the Indenture, dated as of August 1, 2006 (the “Indenture”), among Mobile Services Group, Inc. and Mobile Storage Group, Inc. (the “Issuers”), the guarantors named therein and Wells Fargo Bank, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                    ________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $______ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

                    (a) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

                    (b) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii)

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the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

                    (c) [_] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

                    (d) [_] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL, INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

                    (a) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

                    (b) [_] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] 144A Global Note, Regulation S Global Note, IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

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                    This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

	[Insert Name of Transferor]
	By:
		Name: Title:
Dated: ________, ____

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EXHIBIT D - FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS

                    This SUPPLEMENTAL INDENTURE, dated as of _______________, 200__, among _______________ (the “New Guarantor”), a subsidiary of Mobile Services Group, Inc. (or its permitted successor), a Delaware corporation (the “Company”) and Mobile Storage Group, Inc. (or its permitted successor), a Delaware corporation (“MSG” and, together with the Company, the “Issuers”), the Issuers, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, N.A., as Trustee.

WITNESSETH

                    WHEREAS, the Company, Mobile Storage Group, Inc. (“MSG” and, together with the Company, the “Issuers”) and the Trustee entered into an Indenture (the “Indenture”), dated as of August 1, 2006, pursuant to which the Company and MSG have issued $200,000,000 in principal amount of 9¾% Senior Notes due 2014 (the “Notes”);

                    WHEREAS, Section 4.16 of the Indenture provides that under certain circumstances the Issuers are required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the Issuers’ obligations under the Notes pursuant to a Guarantee on the terms and conditions set forth in the Indenture;

                    WHEREAS, Section 9.l(j) of the Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture in order to provide for additional Guarantors in accordance with the terms of the Indenture, without the consent of the Holders of the Notes; and

                    WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of incorporation and the Bylaws (or comparable constituent documents) of the Issuers, the Guarantors and the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Issuers, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

                    NOW THEREFORE, to comply with the provisions of the Indenture, and in consideration of the foregoing, the New Guarantors, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE 1

                    Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

                    Section 1.02. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the New Guarantors, the Issuers and the Trustee.

ARTICLE 2

                    Section 2.01. Each of the New Guarantors hereby agrees to be bound by the terms, conditions and other provisions of the Indenture with all attendant rights, duties and obligations stated therein, on a joint and several basis with the parties hereto and thereto, with the same force and effect as if originally named as a Guarantor therein and as if such party executed the Indenture on the date thereof.

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ARTICLE 3

                    Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms.

                    Section 3.02. All capitalized terms used but not defined herein shall have the same respective meanings ascribed to them in the Indenture,

                    Section 3.03. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all of the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

                    Section 3.04. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                    Section 3.05. The parties may sign any number of copies of this Supplemental Indenture, Each signed copy shall be an original, but all of them together represent the same agreement.

                    Section 3.06. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this letter agreement.

                    Section 3.07. The recitals hereto are statements only of the Issuers and the New Guarantors and shall not be considered statements of or attributable to the Trustee.

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

[NEW GUARANTOR]
By:
	Name: Title:
MOBILE SERVICES GROUP, INC.
By:
	Name: Title:
MOBILE STORAGE GROUP, INC.
By:
	Name: Title:
WELLS FARGO BANK, N.A., as Trustee
By:
	Name: Title:

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EX-4.2

Exhibit 4.2

CONTRACTUAL RIGHTS AGREEMENT

          This Contractual Rights Agreement (this “Agreement”) is entered into by and between Foxkirk, LLC, a Delaware limited liability company (“Foxkirk”), and WCAS Capital Partners IV, L.P, (“WCAS”) as of this 1^st day of August, 2006.

          WHEREAS, WCAS holds an approximately 55.5556% interest (the “WCAS Interest”) and Foxkirk holds an approximately 44.4444% interest (the “Foxkirk Interest”) in the aggregate $90,000,000 of Subordinated Notes due 2015 dated as of the date hereof (the “Mezzanine Notes”) issued by MSG WC Holdings Corp. (the “Debtor”);

          WHEREAS, Foxkirk acquired the Foxkirk Interest pursuant to the Note Purchase Agreement dated as of the date hereof between the Debtor and Foxkirk as a Purchaser party thereto (the “Purchase Agreement”) and, as part of the consideration in connection with the acquisition of the Foxkirk Interest and as condition precedent to the effectiveness thereof, Foxkirk has agreed that, until a Termination Event has occurred and is continuing, and subject to the terms hereof, WCAS will be solely entitled and authorized and shall have, to the exclusion of Foxkirk, the sole right to exercise all necessary, required or desirable actions, and have sole power and control to act vis-à-vis the Debtor in any and all matters related to the Mezzanine Notes (all such matters and any indebtedness created pursuant to the Mezzanine Notes and the Purchase Agreement, the “Mezzanine Indebtedness”), as determined by WCAS in its sole discretion and business judgment pursuant to the terms and conditions hereof;

          WHEREAS, terms used and not otherwise defined herein shall have the meaning given to them in the Purchase Agreement;

          THEREFORE, in consideration of the provisions and obligations hereunder, and for other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, Foxkirk and WCAS agree as follows:

1. WCAS’s EXCLUSIVE CONTRACTUAL RIGHTS.

          (a) Subject to the terms hereof, Foxkirk hereby irrevocably consents, authorizes and instructs WCAS to exercise any and all rights, and undertake any and all necessary, required or desirable actions, including such actions that Foxkirk would otherwise be entitled to take, and agrees that WCAS shall have sole power and control, to the exclusion of Foxkirk, to act vis-à-vis the Debtor in any and all matters related to the Mezzanine Indebtedness, until such time as a Termination Event (as defined below) has occurred and is continuing.

          Accordingly, subject to the terms hereof, WCAS shall have the sole and exclusive right, to the exclusion of Foxkirk, to manage, perform and enforce the terms and conditions of the Mezzanine Indebtedness, and to exercise all privileges and rights thereunder according to its sole

discretion and the exercise of its business judgment, together with such other actions and powers as are reasonably incidental thereto.

          Without limiting the generality of the foregoing, subject to clause (b) of this Section 1, WCAS is hereby expressly and irrevocably empowered, authorized and instructed by Foxkirk to:

          (i) execute any and all documents (including, subject to the terms hereof, any amendments to the Mezzanine Notes and the Purchase Agreement) with respect to the Mezzanine Indebtedness and to exercise any and all rights and privileges of Foxkirk with respect thereto;

          (ii) manage, perform, administer and enforce the terms and conditions of the Mezzanine Notes and the Purchase Agreement, and exercise or refrain from exercising (including negotiating and granting waivers) any rights against any person (including the Debtor);

          (iii) exercise any and all voting rights of Foxkirk as a holder of the Foxkirk Interest;

          (iv) negotiate and agree with the Debtor on waivers to the terms and conditions of the Mezzanine Indebtedness;

          (iv) change the manner, place, terms or time of payment of the Mezzanine Notes; and

          (v) sell, exchange, release or otherwise deal with property, if any, pledged, mortgaged or otherwise securing the Mezzanine Indebtedness

          (b) Notwithstanding the foregoing Section l(a), without the prior written consent of Foxkirk, WCAS shall not:

          (i) change any of the provisions of the sixth paragraph of the Mezzanine Notes with respect to Catch-up Payments,

          (ii) agree to any amendment or waiver to the Purchase Agreement or the Mezzanine Notes which (x) decreases the rate of interest or changes the method of computation or capitalization of interest on the Mezzanine Notes, (y) decreases the amount of redemption premium or principal due pursuant to the terms of the Purchase Agreement and the Mezzanine Notes, or (z) extends the time for payment of interest or redemption premium on, or principal of the Mezzanine Notes; provided, however, that (A) the foregoing shall not affect the rights of the Debtor to capitalize interest at any time prior to the Maturity Date pursuant to the fourth paragraph of the Mezzanine Notes, and (B) WCAS shall be permitted in its sole discretion and on behalf of Foxkirk to extend the Maturity Date of the Mezzanine Notes until no later than February 1, 2016;

          (iii) change the percentage of principal amount of the Mezzanine Notes the holders of which are required to consent to any such amendment or waiver pursuant to the Note Purchase Agreement; or

          (iv) amend any of Sections 4.6, 7.l(a) or 7.l(b) of the Purchase Agreement,

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2. WCAS’S ACTIONS IN RESPECT OF WCAS INTEREST AND FOXKIRK INTEREST.

          WCAS shall exercise any and all rights and actions hereunder in a manner such that its rights and actions affect the WCAS Interest and the Foxkirk Interest in a consistent, similarly beneficial or detrimental manner.

3. NO FIDUCIARY OR IMPLIED OBLIGATIONS.

          WCAS shall have no duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) WCAS shall not be subject to any Fiduciary or other implied duties, regardless of whether a Default and Event of Default, a “Default” (as defined in the Senior Credit Agreement), a Senior Credit Event of Default (as defined below) and/or a Termination Event has occurred and is continuing, (b) WCAS shall have no duty to take any discretionary action or exercise any discretionary powers, and (c) WCAS shall have no duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Debtor or any of its subsidiaries that is communicated to or obtained by WCAS or any of its affiliates in any capacity. WCAS may consult with legal counsel (who may be counsel to the Debtor or to WCAS), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

          Under no circumstance whatsoever shall WCAS be liable for any amounts owed pursuant to the Mezzanine Indebtedness.

4. RESTRICTION ON TRANFER.

          Until such time as WCAS and/or any Affiliate thereof ceases to hold the WCAS Interest, Foxkirk may not sell, transfer, convey, pledge, create liens or security interests, or otherwise grant any interest in the Foxkirk Interest other than with WCAS’s prior written consent (which may be withheld or conditioned in WCAS’s sole discretion’ provided, however, that Foxkirk may without such consent sell, transfer all or any portion of the Foxkirk Interest to one or more of its Affiliates, and subject to the condition precedent that such Affiliate shall execute a joinder to become bound by the terms and conditions of this Agreement in form and substance reasonably satisfactory to WCAS.

          Any transfer in breach of this Section 4 shall be null and void and shall not transfer the Foxkirk Interest.

5. NO RELIANCE.

          Foxkirk acknowledges that it has, independently and without reliance upon WCAS or any of its affiliates (other than the Debtor and its subsidiaries), and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this agreement and acquire the Foxkirk interest. Foxkirk also acknowledges that it will, independently and without reliance upon WCAS or any of its affiliates (other than the Debtor and its subsidiaries), and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or

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based upon this agreement or the Mezzanine Note, and any related agreement or any document furnished hereunder or thereunder.

6. REINSTATEMENT.

          The provisions of this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment in respect of the Mezzanine Indebtedness is rescinded or must otherwise be returned by any holder of any such indebtedness, as though such payment had not been made.

7. IRREVOCABILITY.

          The rights granted to WCAS by Foxkirk hereunder are irrevocable and coupled with an interest. This Agreement is being entered into in connection with and as a condition precedent to the acquisition of the Foxkirk Interest. All power and authority of WCAS to act in respect of the Mezzanine Indebtedness (including on behalf of Foxkirk) may not be terminated by any act of Foxkirk whatsoever or by operation of law, lack of appropriate power or authority, or by any other act or event, except as set forth in Section 8 below.

8. TERMINATION AND REINSTATEMENT.

          This Agreement shall terminate upon the earliest of (each a “Termination Event”) (i) such time as the WCAS Interest is not held by WCAS and/or an Affiliate of WCAS, (ii) irrevocable final payment in full of all the Mezzanine Indebtedness, (iii) the occurrence and continuation of an “Event of Default” pursuant to, and as defined in, the Credit Agreement dated as of August 1, 2006 (a “Senior Credit Event of Default”) among the Financial Institutions named therein as Lenders, The CIT Group/Business Credit, Inc., as the Administrative Agent, Mobile Storage Group, Inc. and Mobile Services Group, Inc., as US Borrowers, the Debtor, as Parent Guarantor, CIT Capital Securities LLC and Lehman Brothers, Inc. as Joint Lead Arrangers, Lehman Brothers Inc. as Sole Bookrunner and Syndication Agent and Wachovia Bank, National Association as Documentation Agent (the “Senior Credit Agreement”); or (iv) the occurrence and continuation of an Event of Default (as defined in the Purchase Agreement); provided, however, that if a Senior Credit Event of Default and/or an Event of Default specified in clause (c), (d), (e) or (f) of Section 7.1 of the Purchase Agreement has occurred and is continuing, and such Senior Credit Event of Default and/or Event of Default is subsequently waived pursuant to the terms and conditions of the Senior Credit Agreement or the Purchase Agreement (as applicable), WCAS’s rights to act in respect of the Mezzanine Indebtedness pursuant to this Agreement shall once again become effective and be reinstated.

9. MISCELLANEOUS.

          (i) Governing Law. Issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the

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interpretation and construction of this Agreement even though under New York’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

          (ii) Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent to the Foxkirk and WCAS at the addresses indicated below:

If to WCAS, to:

WCAS Capital Partners IV, L.P.
c/o Welsh, Carson, Anderson & Stowe

250 Park Avenue
Suite 2500
New York, NY 10022
Facsimile:          (212) 893-9575

Attention:          Sanjay Swani
                           Michael Donovan

with a copy to (which shall not constitute notice to WCAS Capital Partners IV, L.P.):

Kirkland & Ellis LLP
153 East 53rd Street
New York, NY 10022
Facsimile:      (212) 446-6460

Attention:       Michael Movsovich, Esq.

Foxkirk, LLC
c/o The Northwestern Mutual Life Company

720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Facsimile (414) 665-7124
Attention: Lisa Cadotte

          or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

          (iii) No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

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          (iv) Submission to Jurisdiction. Each of WCAS and Foxkirk hereby irrevocably and unconditionally submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof.

          (v) Waiver of Jury Trial. WCAS and Foxkirk each irrevocably waive their respective rights to a trial by jury of any claim or cause of action based upon or arising out of or related to this Agreement, the Mezzanine Notes, the Purchase Agreement, or the transactions contemplated hereby or thereby, in any action, proceeding or other litigation of any type brought by any of the parties against any other party or any agent-related person, participant or assignee, whether with respect to contract claims, tort claims, or otherwise. WCAS and Foxkirk each agree that any such claim or cause of action shall be tried by a court trial without a jury.

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          In witness whereof, the parties has caused this Agreement to be duly executed as of the day and year above written.

FOXKIRK, LLC
By:    NML Securities Holdings, LLC, its Sole Member
By:    The Northwestern Mutual Life Insurance Company, its Sole Member
By:
Name:	Howard Stern
Its:	Its Authorized Representative
WCAS CAPITAL PARTNERS IV, L.P.
By:  WCAS CP IV Associates LLC, its General Partner

By:

Name:

Its:       Managing Member

Signature Page to Contractual Right Agreement

          In witness whereof, the parties has caused this Agreement to be duly executed as of the day and year above written.

FOXKIRK, LLC

By:    NML Securities Holdings, LLC, its Sole Member

By:    The Northwestern Mutual Life Insurance Company, its Sole Member

By:

   Name:

   Its:

WCAS CAPITAL PARTNERS IV, L.P.

By:  WCAS CP IV Associates LLC, its
General Partner

By:
Name:          Sanjay Swani
Its:       Managing Member

Signature Page to Contractual Right Agreement

EX-4.3

Exhibit 4.3

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

Dated as of August 1, 2006

by and among

Mobile Services Group, Inc.
and
Mobile Storage Group, Inc.

as Issuers,

The Guarantors Named Herein

and

Lehman Brothers Inc.
Goldman, Sachs & Co.
and
Wachovia Capital Markets, LLC

as Initial Purchasers

                    This Registration Rights Agreement (this “Agreement”) is dated as of August 1, 2006 by and among Mobile Services Group, Inc., a Delaware corporation (the “Company”), Mobile Storage Group, Inc., a Delaware corporation (“MSG” and together with the Company, the “Issuers”), the subsidiaries listed on Schedule A attached hereto (the “Guarantors”) and Lehman Brothers Inc., Goldman, Sachs & Co. and Wachovia Capital Markets, LLC (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 9¾% Senior Notes due 2014 (the “Notes”) pursuant to the Purchase Agreement (as defined below).

                    This Agreement is made pursuant to the Purchase Agreement, dated July 20, 2006 (the “Purchase Agreement”), by and among the Issuers, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Notes, the Issuers and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7(m) of the Purchase Agreement.

                    Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among the Issuers, the Guarantors and Wells Fargo Bank, N.A., as Trustee (the “Trustee”), relating to the Notes and the Exchange Notes (as defined below).

                    The parties hereby agree as follows:

SECTION 1. DEFINITIONS

                    As used in this Agreement, the following capitalized terms shall have the following meanings:

                    Act: The U.S. Securities Act of 1933, as amended, or any successor statute and the rules and regulations promulgated by the Commission (as defined below) thereunder.

                    Affiliate: As defined in Rule 144 of the Act.

                    Broker-Dealer: Any broker or dealer registered under the Exchange Act.

                    Business Day: Any day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close. If the time to perform any action hereunder falls on a day that is not a Business Day, such time will be extended to the next Business Day and no additional interest shall accrue on such payment for the intervening period.

                    Certificated Securities: Definitive Notes, as defined in the Indenture.

                    Closing Date: The date of this Agreement.

                   Commission: The U.S. Securities and Exchange Commission.

                    Consummate: An Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof and (c) the delivery by the Issuers to the Registrar (as defined in the Indenture) under the Indenture of Exchange

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Notes in the same aggregate principal amount as the aggregate principal amount of Notes validly tendered by Holders thereof pursuant to the Exchange Offer.

                    Consummation Deadline: As defined in Section 3(b) hereof.

                    Effectiveness Deadline: The Exchange Offer Effectiveness Deadline or the Shelf Effectiveness Deadline, as applicable.

                    Exchange Act: The U.S. Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the Commission thereunder.

                    Exchange Notes: The Issuers’ 9¾ Senior Notes due 2014, registered under the Act, and the related guarantees to be issued pursuant to the Indenture in the Exchange Offer.

                    Exchange Offer: The exchange and issuance by the Issuers of a principal amount of Exchange Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to the outstanding principal amount of Notes that are validly tendered by such Holders in connection with such exchange and issuance.

                    Exchange Offer Effectiveness Deadline: As defined in Section 3(a) hereof.

                    Exchange Offer Filing Deadline: As defined in Section 3(a) hereof.

                    Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.

                    Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Notes to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Act, and certain persons who are not U.S. Persons (as defined in Regulation S) in offshore transactions pursuant to Regulation S under the Act.

                    Filing Deadline: The Exchange Offer Filing Deadline or the Shelf Filing Deadline, as applicable.

                    Free Writing Prospectus: Each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of any Issuer or used or referred to by any Issuer in connection with the sale of the Notes or the Exchange Notes.

                    Holders: As defined in Section 2 hereof.

                    Interest Payment Date: As defined in the Notes and the Exchange Notes.

                    Person: As defined in the Indenture.

                    Prospectus: The prospectus included in a Registration Statement, including any preliminary prospectus, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

                    Recommencement Date: As defined in Section 6(e) hereof.

                    Registration Default: As defined in Section 5 hereof.

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                    Registration Period: As defined in Section 3(c) hereof.

                    Registration Statement: Any registration statement of the Issuers and the Guarantors relating to (a) an offering of Exchange Notes and related Subsidiary Guarantees pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case (i) that is filed pursuant to the provisions of this Agreement and (ii) including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

                    Regulation S: Regulation S promulgated under the Act.

                    Rule 144: Rule 144 promulgated under the Act.

                    Shelf Effectiveness Deadline: As defined in 4(a) hereof.

                    Shelf Filing Deadline: As defined in Section 4(a) hereof.

                    Shelf Registration Statement: As defined in Section 4(a) hereof.

                    Shelf Period: As defined in Section 4(a) hereof.

                    Subsidiary Guarantees: The guarantees of the Notes and Exchange Notes of the Guarantors under the Indenture, as amended from time to time.

                    Suspension Notice: As defined in Section 6(e) hereof.

                    TIA: The U.S. Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as amended, or any successor statute and the rules and regulations promulgated thereunder.

                    Transfer Restricted Securities: (a) Each Note, and the related Subsidiary Guarantees, until the earliest to occur of (i) the date on which such Note has been exchanged by a Person other than a Broker-Dealer for an Exchange Note in the Exchange Offer and is entitled to be resold to the public by such Person without complying with the prospectus delivery requirements of the Act, (ii) the date on which such Note has been effectively registered under the Act and disposed of in accordance with the Shelf Registration Statement, (iii) the date on which such Note is distributed to the public pursuant to Rule 144 under the Act, or (iv) the date on which such Note is eligible to be distributed to the public pursuant to Rule 144(k) under the Act, and (b) each Exchange Note and the related Subsidiary Guarantees acquired by a Broker-Dealer in the Exchange Offer of a Note for such Exchange Note, until the date on which such Exchange Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement.

SECTION 2. HOLDERS

                    A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

                    (a) The Issuers and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission on or prior to 455 days after the Closing Date (such 455th day being the “Exchange Offer Filing Deadline”), (ii) use their commercially reasonable efforts to cause.

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such Exchange Offer Registration Statement to become effective on or prior to 547 days after the Closing Date (such 547th day being the “Exchange Offer Effectiveness Deadline”), (iii) in connection with the foregoing use their commercially reasonable efforts to, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer provided, however, that neither the Issuers nor the Guarantors shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already subject, and (iv) as promptly as practicable after the effectiveness of such Exchange Offer Registration Statement, unless the Exchange Offer shall not be permitted by applicable law or Commission policy, commence the Exchange Offer and use their commercially reasonable efforts to Consummate the Exchange Offer on or prior to 60 days, or longer, if required by federal securities laws after the date on which the Exchange Offer Registration Statement was declared effective by the Commission. The Exchange Offer shall be on the appropriate form permitting (I) registration of the Exchange Notes to be offered in exchange for the Transfer Restricted Securities and (II) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Notes that such Broker-Dealers acquired for their own account as a result of market-making activities or other trading activities (other than Notes acquired directly from any Issuer or any of their Affiliates) as contemplated by Section 3(c) below.

                    (b) Unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(A) have been complied with), the Issuers and the Guarantors shall use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuers and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Issuers and the Guarantors shall use their commercially reasonable efforts to cause the Exchange Offer to be Consummated within 60 days after the Exchange Offer Registration Statement has become effective, but in no event (unless required by federal securities laws) later than 607 days after the Closing Date (such 607th day being the “Consummation Deadline”).

                    (c) The Issuers and the Guarantors shall include a “Plan of Distribution” section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Issuers or any Affiliate of the Issuers), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker -Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993).

                    Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the

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Issuers and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Issuers and the Guarantors agree to use their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and 6(c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of one year from the date on which the Exchange Offer is Consummated or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto (the “Registration Period”). The Issuers shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, at any time during such period.

SECTION 4. SHELF REGISTRATION

                    (a) Shelf Registration. If (i) the Issuers and the Guarantors are not required to file the Exchange Offer Registration Statement, (ii) the Exchange Offer is not permitted by applicable law or Commission policy (after the Issuers and the Guarantors have complied with the procedures set forth in Section 6(a)(A) hereof), (iii) the Commission shall notify the Issuers that it shall refuse to declare effective the Exchange Offer Registration Statement filed with the Commission or (iv) if any Holder of Transfer Restricted Securities shall notify the Issuers prior to the 20th Business Day following the Consummation of the Exchange Offer that (A) such Holder was prohibited by applicable law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Issuers or any Affiliate of the Issuers, then the Issuers and the Guarantors shall:

                    (I) use their commercially reasonable efforts to cause to be filed, on or prior to 30 days after the earlier of (x) the date on which the Issuers determine that the Exchange Offer Registration Statement is not required to be filed or cannot be filed as a result of clause (a)(i) or (a)(ii) of this Section 4(a) and (y) the date on which the Issuers receive the notice specified in clause (a)(iii) or (a)(iv)of this Section 4(a) (the 30th day after such earlier date (and in any event within 607 days after the Closing Date), the “Shelf Filing Deadline”), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the “Shelf Registration Statement”)), relating to all Transfer Restricted Securities of Holders that have provided information pursuant to Section 4(b) hereof; and

                    (II) use their commercially reasonable efforts to cause such Shelf Registration Statement to become effective on or prior to 60 days after the Filing Deadline for the Shelf Registration Statement (such 60th day the “Shelf Effectiveness Deadline”).

                    If, after the Issuers and the Guarantors have filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Issuers and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law or Commission policy (i.e., clause (a)(ii) of this Section 4), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (I) above; provided that, in such event, the Issuers and the Guarantors shall remain obligated to meet the Effectiveness Deadline set forth in clause (II) above.

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                    To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Issuers and the Guarantors shall use their commercially reasonable efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and 6(c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(d)(i) hereof) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto (the “Shelf Period”).

                    (b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until (i) such Holder furnishes to the Issuers in writing, within 20 days after receipt of a written request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein, and (ii) in the case of an underwritten offering, such Holder completes and executes all questionnaires, powers of attorney, underwriting agreements, lock-up letters and other documents reasonably requested by the Issuers in connection with the terms of the underwritten offering. Furthermore, no Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Issuers in writing, within 10 Business Days after receipt of a request therefor, such Holder’s comments to the disclosure relating to such Holder in the Shelf Registration Statement. No Holder of Transfer Restricted Securities shall be entitled to additional interest pursuant to Section 5 hereof unless and until such Holder shall have provided all such information. By its acceptance of Transfer Restricted Securities, each Holder agrees to notify the Issuers promptly if any of the information previously furnished is misleading or inaccurate in any material respect and to promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Issuers by such Holder not materially misleading.

SECTION 5. ADDITIONAL INTEREST

                    If (a) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (b) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (c) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (d) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the Registration Period or Shelf Period, as applicable, without being succeeded immediately by a post-effective amendment or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable (each such event referred to in clauses (a) through (d), a “Registration Default”), then the Issuers and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the additional interest shall increase by an additional $.05 per week per $ 1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of $.20 per week per $1,000 in principal amount of Transfer Restricted Securities;

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provided that the Issuers and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (i) upon Filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (a) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of clause (b) above, (iii) upon Consummation of the Exchange Offer, in the case of clause (c) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of clause (d) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (a), (b), (c) or (d), as applicable, shall cease on the date of such cure and the interest rate on such Transfer Restricted Securities will revert to the interest rate on such Transfer Restricted Securities prior to the applicable Registration Default.

                    All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest are due cease to be Transfer Restricted Securities, all obligations of the Issuers and the Guarantors to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

                    A Holder of Notes or Exchange Notes who is not entitled to the benefits of a Shelf Registration Statement shall not be entitled to additional interest with respect to a Registration Default that pertains to such Shelf Registration Statement.

SECTION 6. REGISTRATION PROCEDURES

                    (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers and the Guarantors shall (i) comply with all applicable provisions of Section 6(c) below, (ii) use their respective commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Notes by any Broker-Dealer that tendered Notes in the Exchange Offer that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Notes acquired directly from any Issuer or any Affiliate of any Issuer) being sold in accordance with the intended method or methods of distribution thereof set forth in the Registration Statement, and (iii) comply with all of the following provisions:

          (A) If, following the date hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, that in the reasonable opinion of counsel to the Issuers raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Issuers and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Issuers and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change in Commission policy. In connection with the foregoing, the Issuers and the Guarantors hereby agree to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (I) participating in telephonic conferences with the Commission staff, (II) delivering to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (III) diligently pursuing a resolution (which need not be favorable) by the Commission staff.

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          (B) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Issuers, prior to the Consummation of the Exchange Offer, a written representation to the Issuers and the Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (I) it is not an Affiliate of the Issuers, (II) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (III) it is acquiring the Exchange Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Notes will be required to acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired directly from any Issuer or any Affiliate of any Issuer, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s fetter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (A) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective Registration Statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K.

          (C) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers and the Guarantors shall, to the extent required by the Commission, provide a supplemental letter to the Commission (I) stating that the Issuers and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (A) above, (II) including a representation that neither the Issuers nor any Guarantor has entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Issuers’ and each Guarantor’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer and (III) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (A) above, if applicable.

                    (b) Shelf Registration Statement. In connection with the Shelf Registration Statement, the Issuers and the Guarantors shall:

                              (i) comply with all the provisions of Section 6(c) and (d) below and use their commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Issuers pursuant to Section 4(b) hereof), and pursuant thereto the Issuers and the Guarantors will prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof; and

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                              (ii) issue, upon the request of any Holder or purchaser of Notes covered by any Shelf Registration Statement contemplated by this Agreement, Exchange Notes having an aggregate principal amount equal to the aggregate principal amount of Notes sold pursuant to the Shelf Registration Statement and surrendered to the Issuers for cancellation; provided that such Holder provides all documentation reasonably requested by the Issuers in connection with such issuance; the Issuers and the Guarantors shall register Exchange Notes and the related Subsidiary Guarantees on the Shelf Registration Statement for this purpose and issue the Exchange Notes to the purchaser(s) of securities subject to the Shelf Registration Statement in the names as such purchaser(s) shall designate.

                    (c) General Provisions. In connection with any Registration Statement and any related Prospectus required by this Agreement, the Issuers and the Guarantors shall:

                              (i) use their commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 or 4 hereof, as applicable. Upon the occurrence of any event that would cause (A) any such Registration Statement to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or the Prospectus contained in such Registration Statement to contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (B) such Registration Statement or the Prospectus contained therein not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Issuers and the Guarantors shall file as promptly as practicable an appropriate amendment to such Registration Statement curing such defect, and, if Commission review is required, use their commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. If at any time the Commission shall issue any stop order suspending the effectiveness of any Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under slate securities or Blue Sky laws, the Issuers and the Guarantors shall use their respective commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest practicable time;

                              (ii) prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as the case may be; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Act in a timely manner; and comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

                              (iii) in connection with any sale of Transfer Restricted Securities that will result in such securities no longer being Transfer Restricted Securities, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and to enable such Transfer Restricted Securities to be registered in such denominations and such names as the selling Holders may request at least three Business Days prior to such sale of Transfer Restricted Securities;

                              (iv) use their commercially reasonable efforts to cause the disposition of the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities other than as set forth in Section

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6(d)(x) hereof; provided, however, that neither the Issuers nor any Guarantor shall be required to register or qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject;

                              (v) provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of a Registration Statement covering such Transfer Restricted Securities and provide the Trustee under the Indenture with certificates for the Transfer Restricted Securities which are in a form eligible for deposit with The Depository Trust Company;

                              (vi) otherwise use their respective commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders with regard to any applicable Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under the Act (which need not be audited) covering a twelve-month period beginning after the effective date of the registration statement (as such term is defined in paragraph (c) of Rule 158 under the Act); and

                              (vii) cause the Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement required by this Agreement and, in connection therewith, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the TIA; and execute and use their respective commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner.

                    (d) Additional Provisions Applicable to Shelf Registration Statements and Certain Exchange Offer Prospectuses. In connection with each Shelf Registration Statement, and each Exchange Offer Registration Statement if and to the extent that an Initial Purchaser has notified the Issuers that it is a holder of Transfer Restricted Securities (for so long as such Notes are Transfer Restricted Securities or for the period provided in Section 3 hereof, whichever is shorter), with respect to any Holder selling pursuant to the Shelf Registration Statement or with respect to any such Initial Purchaser, the Issuers and the Guarantors shall:

                              (i) advise such Holder as promptly as practicable and, if requested by such Holder, confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any applicable Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop older suspending the effectiveness of the Registration Statement under the Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

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                              (ii) subject to Section 6(c)(i) hereof, if any fact or event contemplated by Section 6(d)(i)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

                              (iii) furnish to such Holder in connection with such exchange or sale, if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein (except the Prospectus included in the Exchange Offer Registration Statement at the time it was declared effective) or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders in connection with such sale, if any, for a period of not less than five Business Days, and the Issuers will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which such Holders shall reasonably object within five Business Days after the receipt thereof. A Holder shall be deemed to have reasonably objected to such filing if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Act;

                              (iv) promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document, upon request, to such Holder in connection with such exchange or sale, if any, make the Issuers’ and the Guarantors’ representatives reasonably available for discussion of such document and other customary due diligence matters and include such information in such document prior to the filing thereof as such Holders may reasonably request;

                              (v) subject to a confidentiality agreement reasonable acceptable to the Issuers and the Guarantors, make available, at reasonable times, for inspection by such Holder and any attorney or accountant retained by such Holders, all financial and other records, pertinent corporate documents of the Issuers and the Guarantors reasonably requested by such persons and cause the Issuers’ and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder, attorney or accountant, in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness;

                              (vi) if requested by any such Holders in connection with such exchange or sale, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Issuers are notified of the matters to be included in such Prospectus supplement or post-effective amendment;

                              (vii) upon request, furnish to such Holder in connection with such exchange or sale, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto (without all documents incorporated by reference therein or exhibits thereto, unless requested);

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                              (viii) upon request, deliver to such Holder without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Holder reasonably may request. The Issuers and the Guarantors hereby consent to the use (in accordance with law) of the Prospectus and any amendment or supplement thereto by each selling Holder in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

                              (ix) upon the reasonable request of any such Holder, enter into such agreements (including underwriting agreements containing customary terms) and make such reasonable and customary representations and warranties and take all such other reasonable and customary actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any applicable Registration Statement contemplated by this Agreement as may be reasonably requested by any such Holder in connection with any sale or resale pursuant to any applicable Registration Statement. In such connection, the Issuers and the Guarantors shall:

          (A) upon the reasonable request of such Holder, furnish (or in the case of paragraphs (2) and (3), use their commercially reasonable efforts to cause to be furnished) to each such Holder, upon Consummation of the Exchange Offer or upon the effectiveness of the Shelf Registration Statement, as the case may be:

          (1) a certificate in customary form, dated such date, signed on behalf of the Issuers and each Guarantor by (x) the President or any Vice President and (y) a principal financial or accounting officer of each Issuer, confirming, as of the date thereof, the type of matters set forth in Section 7(j) of the Purchase Agreement with respect to the Registration Statement and the securities registered thereunder and such other similar matters as such Holders may reasonably request;

          (2) an opinion in customary form, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Issuers and the Guarantors covering matters set forth in the opinions provided on the Closing Date pursuant to Sections 7(c) through (f) of the Purchase Agreement and such other matters as such Holder may reasonably request; and

          (3) a customary comfort letter, dated the date of Consummation of the Exchange Offer, or as of the date of effectiveness of the Shelf Registration Statement, as the case may be, from the Issuers’ independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Section 7(g) of the Purchase Agreement; and

          (B) deliver such other documents and certificates as may be reasonably requested by the selling Holders and as are customarily delivered in similar offerings to evidence compliance with the matters covered in clause (A) above and with any customary conditions contained in any agreement entered into by the Issuers and the Guarantors pursuant to this clause (ix);

                              (x) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders and their counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders may reasonably request and use their respective commercially reasonable efforts to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the applicable Registration Statement; provided, however, that

13

neither the Issuers nor any Guarantor shall be required to register or qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject; and

                              (xi) provide as promptly as practicable to each such Holder, upon request, each document filed with the Commission pursuant to the requirements of Section 13 or Section 15(d) of the Exchange Act.

                    (e) Restrictions on Holders. Each Holder’s acquisition of a Transfer Restricted Security constitutes such Holder’s agreement that, upon receipt of the notice referred to in Section 6(d)(i)(C) or any notice from the Issuers of the existence of any fact of the kind described in Section 6(d)(i)(D) hereof (in each case, a “Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(d)(ii) hereof, or (ii) such Holder is advised in writing by the Issuers that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”). Each Holder receiving a Suspension Notice shall be required to either (I) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession that have been replaced by the Issuers with a more recently dated Prospectus or (II) deliver to the Issuers (at the Issuers’ expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectuses covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time periods regarding such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date.

SECTION 7. REGISTRATION EXPENSES

                    (a) All expenses incident to the Issuers’ and the Guarantors’ performance of or compliance with this Agreement (other than underwriting discounts and commissions) will be borne by the Issuers, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantor’s and all reasonable fees and disbursements of one counsel for the Holders of Transfer Restricted Securities (which shall be Simpson Thacher & Bartlett LLP or such other counsel as may be selected by a majority of such Holders); (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).

                    The Issuers will, in any event, bear their and the Guarantors’ internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the Guarantors.

                    (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration

14

Statement), the Issuers and the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering Notes into in the Exchange Offer and/or selling or reselling Notes or Exchange Notes pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel (who shall be Simpson Thacher & Bartlett LLP unless another firm shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared). The Issuers shall not be required to pay any underwriting discounts, commissions or similar fees related to the sale of any securities.

SECTION 8. INDEMNIFICATION

                    (a) Each Issuer and each Guarantor hereby agrees, jointly and severally, to indemnify and hold harmless each Holder, its directors, officers and each Person, if any, who controls such Holder (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, liabilities or judgments (including without limitation, any reasonable legal or other expenses incurred in connection with investigating or defending any matter, including any action that could give rise to any such losses, claims, damages, liabilities or judgments) to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities, judgments and expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, Free Writing Prospectus or any “issuer information” (as defined in Rule 433 of the Securities Act) filed or required to be filed pursuant to Rule 433(d) under the Securities Act (or any amendment or supplement thereto) provided by the Issuers to any Holder or any prospective purchaser of Exchange Notes or registered Notes, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or judgments are caused by an untrue statement or omission or alleged untrue statement or omission that is based upon information relating to such Holder furnished in writing to the Issuers by such Holder.

                    (b) By its acquisition of Transfer Restricted Securities, each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Issuers and the Guarantors, and their respective directors and officers, and each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Issuers or the Guarantors to the same extent as the foregoing indemnity from the Issuers and the Guarantors set forth in Section 8(a) hereof, but only with reference to information relating to such Holder furnished in writing to the Issuers by such Holder expressly for use in any Registration Statement, any Prospectus and any Free Writing Prospectus. In no event shall any Holder, its directors, officers or any Person who controls such Holder be liable or responsible for any amount in excess of the amount by which the total amount received by such Holder with respect to its sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds (i) the amount paid by such Holder for such Transfer Restricted Securities and (ii) the amount of any damages that such Holder, its directors, officers or any Person who controls such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

                    (c) In case any action shall be commenced involving any Person in respect of which indemnity may be sought pursuant to Section 8(a) or (b) hereof (the “indemnified party”), the indemnified party shall promptly notify the Person against whom such indemnity may be sought (the “indemnifying person”) in writing and the indemnifying party shall assume the defense of such action, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all fees and expenses of such counsel, as incurred (except that in the case of any action in respect of

15

which indemnity may be sought pursuant to both Sections 8(a) and (b) hereof, a Holder shall not be required to assume the defense of such action pursuant to this Section 8(c), but may employ separate counsel and participate in the defense thereof, but the fees and expenses of such counsel, except as provided below, shall be at the expense of the Holder). Any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the employment of such counsel shall have been specifically authorized in writing by the indemnifying party, (ii) the indemnifying party shall have failed to assume the defense of such action or employ counsel reasonably satisfactory to the indemnified party within a reasonable time after notice of commencement of the action or (iii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party, and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party). In any such case, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties and all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by a majority of the Holders, in the case of the parties indemnified, pursuant to Section 8(a) hereof, and by the Issuers and the Guarantors, in the case of parties indemnified, pursuant to Section 8(b) hereof. The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action (A) effected with its written consent or (B) effected without its written consent if the settlement is entered into more than 20 Business Days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (I) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter of such action and (II) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party.

                    (d) To the extent that the indemnification provided for in this Section 8 is unavailable to an indemnified party in respect of any losses, claims, damages, liabilities or judgments referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuers and the Guarantors on the one hand, and the Holders, on the other hand, from the initial sale by the Issuers of Transfer Restricted Securities (or in the case of Exchange Notes that are Transfer Restricted Securities, the sale of the Notes for which such Exchange Notes were exchanged) or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause 8(d)(i) but also the relative fault of the Issuers and the Guarantors, on the one hand, and of the Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any other relevant equitable considerations. The relative fault of the Issuers and the Guarantors, on the one hand, and of the Holder, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the

16

omission or alleged omission to state a material fact relates to information supplied by the Issuers or such Guarantor, on the one hand, or by the Holder, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and judgments referred to above shall be deemed to include, subject to the limitations set forth in Section 8(c) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

                    The Issuers, the Guarantors and, by its acquisition of Transfer Restricted Securities, each Holder agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any matter, including any action that could have given rise to such losses, claims, damages, liabilities or judgments. Notwithstanding the provisions of this Section 8, no Holder, its directors, its officers or any Person, if any, who controls such Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total received by such Holder with respect to the sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds (i) the amount paid by such Holder for such Transfer Restricted Securities and (ii) the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 1l(f) of the Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of Transfer Restricted Securities held by each Holder hereunder and not joint.

SECTION 9. RULE 144A AND RULE 144

                    The Issuers and each Guarantor agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Issuer or such Guarantor (a) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (b) is subject to Section 13 or 15(d) of the Exchange Act, to use their commercially reasonable efforts to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

SECTION 10. MISCELLANEOUS

                    (a) Remedies. The Issuers and the Guarantors acknowledge and agree that any failure by the Issuers and/or the Guarantors to comply with their respective obligations under Sections 3 and 4 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Issuers’ and the Guarantor’s obligations under Sections 3 and 4 hereof. The Issuers and the Guarantors further agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

17

                    (b) Free Writing Prospectus. The Issuers represent, warrant and covenant that they (including their agents and representatives) will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) in connection with the issuance and sale of the Notes and the Exchange Notes, other than any communication pursuant to Rule 134, Rule 135 or Rule 135c under the Securities Act, any document constituting an offer to sell or solicitation of an offer to buy the Notes or the Exchange Notes that falls within the exception from the definition of prospectus in Section 2(a)(10)(a) of the Securities Act or a prospectus satisfying the requirements of section 10(a) of the Securities Act or of Rule 430, Rule 430A, Rule 430B, Rule 430C or Rule 431 under the Securities Act.

                    (c) No Inconsistent Agreements. The Issuers and the Guarantors will not, on or after the date of this Agreement, enter into any agreement with respect to their respective securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The Issuers and the Guarantors have not previously entered into any agreement granting any registration rights with respect to their respective securities to any Person that would require such securities to be included in any Registration Statement filed hereunder. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Issuers’ and the Guarantors’ securities under any agreement in effect on the date hereof.

                    (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless (i) in the case of Section 5 hereof and this Section 10(d)(i), the Issuers have obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, the Issuers have obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding Transfer Restricted Securities held by the Issuers or its Affiliates). Notwithstanding the foregoing, a waiver of or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose Transfer Restricted Securities are being tendered pursuant to the Exchange Offer, and that does not affect directly or indirectly the rights of other Holders whose Transfer Restricted Securities are not being tendered pursuant to such Exchange Offer, may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities subject to such Exchange Offer.

                    (e) Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the Issuers and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect their rights hereunder.

                    (f) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telecopier, or air courier guaranteeing overnight delivery:

                              (i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

                              (ii) if to the Issuers or any of the Guarantors:

c/o Mobile Services Group, Inc.

7590 North Glenoaks Boulevard

Burbank, California 91504

Attention: General Counsel

18

(Fax: (818) 253-3154)

with a copy to:

Kirkland & Ellis LLP

153 East 53rd Street

New York, New York 10022

Attention: Joshua N. Korff, Esq.

(Fax: (212) 446-6460)

                    All such notices and communications shall be deemed to have been duly given at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

                    Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

                    (g) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms hereof or of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits hereof.

                    (h) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

                    (i) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

                    (j) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                    (k) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

                    (l) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted with respect to the Transfer Restricted Securities. This

19

Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

[Signature Pages to Follow]

                    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

MOBILE SERVICES GROUP, INC.
By:
Name: Christopher A. Wilson
Title: General Counsel and Assistant Secretary
MOBILE STORAGE GROUP, INC.
By:
Name: Christopher A. Wilson
Title: General Counsel and Assistant Secretary
A BETTER MOBILE STORAGE COMPANY
By:
Name: Christopher A. Wilson
Title: General Counsel and Assistant Secretary
MOBILE STORAGE GROUP (TEXAS), L.P.
By:	MOBILE STORAGE GROUP, INC. its General Partner
	By:
		Name: Christopher A. Wilson
		Title: General Counsel and Assistant Secretary

LEHMAN BROTHERS INC.
GOLDMAN, SACHS & CO.
WACHOVIA CAPITAL MARKETS, LLC

By: LEHMAN BROTHERS INC.

By:
	Authorized Representative

On behalf of each of the Initial Purchasers

Schedule A

Guarantors

A Better Mobile Storage Company
Mobile Storage Group (Texas), L.P.

EX-4.4

Exhibit 4.4

EXECUTION COPY

NOTE PURCHASE AGREEMENT

BY AND AMONG

MSG WC HOLDINGS CORP.

AND

TEE PURCHASERS NAMED HEREIN

Dated as of August 1, 2006

TABLE OF CONTENTS

			Page
ARTICLE I DEFINITIONS			1
	Section 1.1	Definitions	1
	Section 1.2	Rules of Construction	18
ARTICLE II AUTHORIZATION; CLOSING; CLOSING CONDITIONS			18
	Section 2.1	Authorization of the Notes	18
	Section 2.2	Purchase and Sale of the Notes	19
	Section 2.3	The Closing	19
	Section 2.4	Conditions of each Purchaser’s Obligation at the Closing	19
	Section 2.5	Register	20
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY			20
	Section 3.1	Representations and Warranties of the Company	20
ARTICLE IV REDEMPTION AND PREPAYMENT			25
	Section 4.1	Notices to the Purchasers	25
	Section 4.2	Notice of Redemption	26
	Section 4.3	Effect of Notice of Redemption	26
	Section 4.4	Notes Redeemed in Part	26
	Section 4.5	Optional Redemption	26
	Section 4.6	Mandatory Redemption	27
	Section 4.7	Offer to Purchase by Application of Excess Proceeds	27
ARTICLE V COVENANTS			28
	Section 5.1	Payment of Notes	28
	Section 5.2	Reports	28
	Section 5.3	Compliance Certificate	29
	Section 5.4	Taxes	29
	Section 5.5	Stay, Extension and Usury Laws	29
	Section 5.6	Restricted Payments	29
	Section 5.7	Dividend and Other Payment Restrictions Affecting Subsidiaries	33
	Section 5.8	Incurrence of Indebtedness	35
	Section 5.9	Asset Sales	38
	Section 5.10	Transactions With Affiliates	40
	Section 5.11	Business Activities	41
	Section 5.12	Corporate Existence	41
	Section 5.13	Designation of Restricted and Unrestricted Subsidiaries	41
	Section 5.14	Payments for Consent	42
ARTICLE VI SUCCESSORS			42
	Section 6.1	Merger, Consolidation, or Sale of Assets	42
	Section 6.2	Successor Corporation Substituted	43
ARTICLE VII EVENTS OF DEFAULT			43
	Section 7.1	Events of Default	43
	Section 7.2	Acceleration	44

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	Section 7.3	Other Remedies	44
	Section 7.4	Waiver of Past Defaults	45
ARTICLE VIII MISCELLANEOUS			45
	Section 8.1	Expenses	45
	Section 8.2	Remedies	45
	Section 8.3	Note Legend	45
	Section 8.4	Consent to Amendments	46
	Section 8.5	Survival of Representations and Warranties	46
	Section 8.6	Successors and Assigns	46
	Section 8.7	Consideration for Common Stock	46
	Section 8.8	Indemnification	46
	Section 8.9	Severability	47
	Section 8.10	Counterparts	47
	Section 8.11	Descriptive Headings; Interpretation	47
	Section 8.12	Governing Law	47
	Section 8.13	Notices	47
	Section 8.14	No Strict Construction	49
	Section 8.15	Payments on the Notes	49

ii

EXHIBITS:
A	Form of Note
B	Stock Purchase Agreement
SCHEDULES:
3.1(b)	Subsidiaries
3.1(v)	Environmental Matters
5.10(viii)	Transactions with Affiliates

iii

                    This NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of August 1, 2006 by and between MSG WC Holdings Corp., a Delaware corporation (the “Company”), and the purchasers listed on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).

ARTICLE I

DEFINITIONS

                    Section 1.1 Definitions.

                    “Acquired Debt” means, with respect to any specified Person: (i) Indebtedness of any other Person (a) existing at the time such other Person is merged or consolidated with or into or became a Subsidiary of such specified Person, or (b) assumed by such specified Person in connection with an acquisition of any Equity Interests or assets of such other Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

                    “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

                    “Affiliate Transaction” has the meaning set forth in Section 5.10.

                    “Asset Sale” means: (i) the sale, lease (other than operating leases), sublease, conveyance or other disposition of any assets or rights, other than sales of assets in the ordinary course of business; provided that the sale, lease, sublease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of this Agreement described under Sections 4.6 and 6.1 hereof and not by the provisions of Section 5.9 hereof; and (ii) the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of the Company’s Restricted Subsidiaries. Notwithstanding the preceding, the following items will not be deemed to be Asset Sales: (i) any single transaction or series of related transactions that involves assets having a fair market value of less than $3.5 million; (ii) a transfer of assets (a) between or among the Company and its Restricted Subsidiaries (other than a Receivables Entity) or (b) between the Company or its Restricted Subsidiary, on the one hand, and another Person, on the other hand, if after giving effect to such transaction, the other Person becomes a Restricted Subsidiary (other than a Receivables Entity) of the Company; (iii) the sale, lease, sublease, conveyance or other disposition of equipment (including lease equipment), assets, inventory, accounts receivable or other assets from the lease fleet and the sales inventory of the Company and its Restricted Subsidiaries in the ordinary course of business; (iv) the sale, transfer or other disposition of obsolete, damaged or worn-out equipment, lease fleet and sales inventory; (v) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary (other than a Receivables Entity) of the Company; (vi) a Restricted Payment that is permitted by Section 5.6 hereof or a Permitted Investment; (vii) any conversion of Cash Equivalents into cash or any form of Cash Equivalents; (viii) any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other litigation claims; (ix) any termination or expiration of any lease or sublease of real property in accordance with its terms; (x) creating or granting of Liens (and any sale or disposition

thereof or foreclosure thereon) not prohibited by this Agreement; (xi) any sublease of real property in the ordinary course of business; (xii) grants of credits and allowances in the ordinary course of business; (xiii) sales of accounts receivable and related assets or an interest therein of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Entity; and (xiv) condemnations on or the taking by eminent domain of property or assets.

                    “Asset Sale Offer” has the meaning set forth in Section 5.9.

                    “Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended, Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

                    “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

                    “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act (as in effect on the date hereof). The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

                    “Board of Directors” means: (i) with respect to a corporation, the board of directors of the corporation; (ii) with respect to a partnership, the board of directors of the general partner of the partnership; and (iii) with respect to any other Person, the board of directors or committee of such Person serving a similar function.

                    “Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification.

                    “Borrowing Base” means, as of any date, on a consolidated basis and without duplication, the sum of (i) 85.0% of the net book value of accounts receivable of the Company and its Restricted Subsidiaries, plus (ii) the lesser of 100.0% of the net book value and 90.0% of the net appraised recovery value of lease fleet assets of the Company and its Restricted Subsidiaries, plus (iii) the lesser of 90.0% of the net book value and 80.0% of the net appraised recovery value of machinery and equipment of the Company and its Restricted Subsidiaries, plus (iv) 90.0% of the net book value of inventory of the Company and its Restricted Subsidiaries (subject to an aggregate $25.0 million inventory sublimit); provided, however, that if Indebtedness is being incurred to finance an acquisition pursuant to which any accounts receivable, lease fleet assets, machinery and equipment or inventory will be acquired (whether through the direct acquisition of assets or the acquisition of Capital Stock of a Person), the Borrowing Base shall include the applicable percentage of any accounts receivable, lease fleet assets, machinery and equipment and inventory to be acquired in connection with such acquisition.

                    “Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close.

                    “Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

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                    “Capital Stock” means: (i) in the case of a corporation, corporate stock; (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

                    “Cash Equivalents” means: (i) United States dollars, Canadian dollars, British pounds or Euros and, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business; (ii) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition; (iii) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $250.0 million and a Thomson Bank Watch Rating of “B” or better; (iv) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (ii) and (iii) above entered into with any financial institution meeting the qualifications specified in clause (iii) above; (v) commercial paper having a rating of at least “p-2” (or the equivalent thereof) from Moody’s Investors Service, Inc. or at least “A-2” (or the equivalent thereof) from Standard & Poor’s Rating Services and in each case maturing within one year after the date of acquisition; and (vi) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (i) through (v) of this definition.

                    “Catch-up Payment” has the meaning ascribed to such term in the Notes.

                    “Change of Control” means the occurrence of any of the following: (i) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company or Mobile Services and their respective Restricted Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than a Principal or a Related Party; (ii) the adoption of a plan relating to the liquidation or dissolution of the Company or Mobile Services; (iii) any “person” (as defined above) other than any Principal or Related Party becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company or Mobile Services, measured by voting power rather than number of shares; or (iv) the first day on which a majority of the members of the Board of Directors of the Company or Mobile Services are not Continuing Directors.

                    “Closing” has the meaning set forth in Section 2.3.

                    “Code” has the meaning set forth in Section 3.1(p).

                    “Common Stock” has the meaning set forth in Section 2.3.

                    “Company” has the meaning set forth to it in the preamble to this Agreement.

                    “Commission” means the United States Securities and Exchange Commission.

                    “Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication: (i) provision for

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taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus (ii) the interest expense of such Person and its Restricted Subsidiaries for such period, to the extent that such interest expense was deducted in computing such Consolidated Net Income; plus (iii) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses and charges (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses and charges were deducted in computing such Consolidated Net Income; plus (iv) losses arising from foreign currency or foreign currency exchange fluctuations related to Investments of the Company or its Restricted Subsidiaries in the Company or its Restricted Subsidiaries (other than Receivables Entities); plus (v) any fees, charges and expenses incurred in connection with any Equity Offering, Permitted Investment, acquisition, recapitalization or issuance or repayment of Indebtedness permitted to be incurred under this Agreement (in each case whether or not consummated) or the Transactions (including, without limitation, the fees payable to the Principal pursuant to the Management Agreement in connection with the Transactions) and, in each case, deducted in such period in computing Consolidated Net Income; minus (vi) gains arising from foreign currency or foreign currency exchange fluctuations related to Investments of the Company or its Restricted Subsidiaries in the Company or its Restricted Subsidiaries (other than Receivables Entities); minus (vii) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business (excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges made in any prior period that reduced Consolidated Cash Flow or which will result in the receipt of cash in a future period or the amortization of lease incentives), in each case, on a consolidated basis and determined in accordance with GAAP.

                    “Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate, without duplication, of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: (i) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; (ii) the cumulative effect of a change in accounting principles will be excluded; (iii) any net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of the Company) and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person shall be excluded; (iv) any non-cash compensation expense, including any such expense arising from stock options, restricted stock grants or other equity-incentive programs shall be excluded; (v) any net after-tax gains or losses attributable to the early extinguishment of Indebtedness shall be excluded; (vi) the effect of any non-cash items resulting from any amortization, write-up, write-down or write-off of assets (including intangible assets, goodwill and deferred financing costs in connection with the Transactions or any future acquisition, disposition, merger, consolidation or similar transaction or any other non-cash impairment charges incurred subsequent to the date of this Agreement resulting from the application at SFAS Nos. 141, 142 or 144 (excluding any such non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period except to the extent such item is subsequently reversed) shall be excluded; and (vii) any net gain or loss resulting from Hedging Obligations (including pursuant to the application of SFAS No. 133) shall be excluded.

                    “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company: (i) who was a member of such Board of Directors on the date hereof; or (ii) who was nominated for election or elected to such Board of Directors with the approval of a majority of

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the Continuing Directors who were members of such Board of Directors at the time of such nomination or election; or (iii) whose election to the Board of Directors included the affirmative vote of a Principal or Related Party pursuant to a shareholders, voting or similar agreement.

                    “Contribution Indebtedness” means Indebtedness of the Company or any Restricted Subsidiary of the Company in an aggregate principal amount not greater than three times the net cash proceeds received by the Company after the date of this Agreement from the issue or sale of Equity Interests of the Company or cash contributions made to the capital of the Company (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Company or any of its Subsidiaries) (collectively, “Contribution Indebtedness Equity”) provided that such Contribution Indebtedness: (i) if the aggregate principal amount of such Contribution Indebtedness is greater than one times the net cash proceeds of such Contribution Indebtedness Equity, the amount of such excess shall be (a) subordinated Indebtedness (other than secured Indebtedness) and (b) Indebtedness with a Stated Maturity at least 91 days later than the Stated Maturity of the Notes, and (ii) (a) is inclined within 180 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness (and the related Contribution Indebtedness Equity is so designated as Contribution Indebtedness Equity) pursuant to an Officers’ Certificate on the date of the incurrence thereof.

                    “Credit Agreement” means each of (i) the U.S. Credit Agreement and (ii) the U.K. Credit Agreement.

                    “Credit Agreement Note” means that certain Revolving Subordinated Intercompany Demand Note dated as of the date hereof by Mobile Services in favor of Ravenstock MSG Limited in an amount not to exceed $15.0 million pursuant to the Credit Agreement and any Permitted Refinancing Indebtedness in respect thereof.

                    “Credit Facilities” means one or more debt facilities or agreements (including, without limitation, the Credit Agreement) or commercial paper facilities or indentures, in each case with banks or other institutional lenders or investors providing for revolving credit loans, term loans, debt securities, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, extended, replaced, restructured or refinanced in whole or in part from time to time under the same or any other agent, lender or group of lenders.

                    “Custodian” means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

                    “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

                    “Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration; provided such cash proceeds are applied pursuant to Section 5.9 hereof.

                    “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital

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Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 5.6 hereof.

                    “Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia, other than (a) MSG Investments, Inc., and (b) any Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary.

                    “Environmental Laws” has the meaning set forth in Section 3.1(v).

                    “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

                    “Equity Offering” means any public offering or private sale for cash on a primary basis by the Company or Mobile Services or private sale of Capital Stock (other than Disqualified Stock) after the date of this Agreement (other than any issuance (i) pursuant to employee benefit plans or otherwise in compensation to officers, directors or employees, (ii) made in connection with Change of Control transactions or (iii) constituting Contribution Indebtedness Equity).

                    “ERISA” has the meaning set forth in Section 3.1(p).

                    “Event of Default” has the meaning set forth in Section 7.1.

                    “Excess Proceeds” has the meaning set forth in Section 5.9.

                    “Exchange Act” means the Securities Exchange Act of 1934, as amended.

                    “Existing Indebtedness” means Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of this Agreement, until such amounts are repaid (unless replaced by Permitted Refinancing Indebtedness at the time of repayment).

                    “Exchange Notes” has the meaning ascribed to such term in the Indenture.

                    “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock (or any preferred stock permanently ceases to accrue dividends or is converted into, or exchanged for, Capital Stock (other than Disqualified Stock)) subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, conversion, exchange, cessation

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of dividends, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period. In addition, for purposes of calculating the Fixed Charge Coverage Ratio: (i) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated on a pro forma basis; provided that such pro forma calculations shall be determined in good faith by the Chief Financial Officer of the Company and shall be set forth in an Officers’ Certificate signed by the Company’s Chief Financial Officer which states (a) the amount of such adjustment or adjustments, (b) that such adjustment or adjustments are based on the reasonable good faith belief of the Company at the time of such execution, and (c) that the steps necessary for the realization of such adjustments have been or are reasonably expected to be taken within 12 months following such transaction; (ii) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of on or prior to the Calculation Date, will be excluded; (iii) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of on or prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; and (iv) any interest expense of such Person attributable to interest on any Indebtedness or dividends on any Disqualified Stock bearing a floating interest (or dividend) rate will be computed on a pro forma basis as if the average rate of interest (or dividend) in effect from the beginning of the period referenced to the Calculation Date had been the applicable rate of interest (or dividend) for the entire period, unless such Person or any of its Restricted Subsidiaries is a party to a Hedging Obligation (which will remain in effect for the twelve-month period immediately following the Calculation Date) that has the effect of fixing the rate of interest on the date of determination, in which case such rate (whether higher or lower) will be used.

                    “Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of: (i) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates but excluding amortization of debt issuance costs; plus (ii) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus (iii) any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus (iv) Receivables Fees; plus (v) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock or any series of Disqualified Stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of such Person (other than Disqualified Stock) or to such Person or a Restricted Subsidiary of such Person, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis and in accordance with GAAP.

                    “Foreign Subsidiary” means a Restricted Subsidiary that is not a Domestic Subsidiary.

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                    “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect as of the date of this Agreement.

                    “Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

                    “guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

                    “Hedging Obligations” means, with respect to any specified Person, the obligations of such Person incurred not for speculative purposes under: (i) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements; (ii) foreign exchange contracts and currency protection agreements entered into with one or more financial institutions designed to protect the person or entity entering into the agreement against fluctuations in interest rates or currency exchanges rates with respect to Indebtedness incurred; (iii) any commodity futures contract, commodity option or other similar agreement or arrangement designed to protect against fluctuations in the price of commodities used by that entity at the time; and (iv) other agreements or arrangements designed to protect such person against fluctuations in interest rates or currency exchange rates.

                    “Holder” means any Person in whose name the Notes are registered.

                    “Indebtedness” means (without duplication), with respect to any specified Person, any indebtedness of such Person (it being understood that Indebtedness shall not include, among other things, deferred taxes, customer deposits, accrued expenses and trade payables), whether or not contingent: (i) in respect of borrowed money; (ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); (iii) in respect of letters of credit, banker’s acceptances or other similar instruments; (iv) representing Capital Lease Obligations and Attributable Debt; (v) representing the balance of the deferred and unpaid portion of the purchase price of any property except (a) any portion thereof that constitutes an accrued expense or trade payable, (b) obligations to consignors to pay under normal trade terms for consigned goods and (c) earn-out obligations; (vi) all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Restricted Subsidiary, any preferred stock (but excluding, in each case, any accrued dividends); (vii) representing any Hedging Obligations; or (viii) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to a Qualified Receivables Transaction, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes, without duplication, all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person. The amount of any Indebtedness outstanding as of any date will be: (i) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; (ii) in the case of any Disqualified Stock of the specified Person or preferred stock of a Restricted Subsidiary, the repurchase price calculated in accordance with the terms of such Disqualified Stock or preferred stock as if such Disqualified Stock or preferred stock were repurchased on the date on which Indebtedness is required to be determined pursuant

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to this Agreement; provided that if such Disqualified Stock or preferred stock is not then permitted to be repurchased, the greater of the liquidation preference and the book value of such Disqualified Stock or preferred stock; (iii) in the case of Indebtedness of others secured by a Lien on any asset of the specified Person, the lesser of (A) the fair market value of such asset on the date on which Indebtedness is required to be determined pursuant to this Agreement and (B) the amount of the Indebtedness so secured; (iv) in the case of the guarantee by the specified Person of any Indebtedness of any other Person, the maximum liability to which the specified Person may be subject upon the occurrence of the contingency giving rise to the obligation; (v) in the case of any Hedging Obligations, the net amount payable if such Hedging Obligations were terminated at that time due to default by such Person (after giving effect to any contractually permitted set-off); (vi) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness; and (vii) the principal amount of any Indebtedness outstanding in connection with a Qualified Receivables Transaction is the Receivables Transaction Amount relating to such Qualified Receivables Transaction.

                    “Indemnitees” has the meaning set forth in Section 8.8.

                    “Indenture” means the Indenture dated as of August 1, 2006, by and among Mobile Services, MSG and Wells Fargo Bank, N.A., as trustee.

                    “Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees, and deposits, extensions of trade credits and allowances on commercially reasonable terms, in each case, made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition in an amount equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of Section 5.6 hereof. The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person on the date of any such acquisition in an amount determined as provided in the final paragraph of Section 5.6 hereof; provided that investments held by the acquired Person in such third person that do not exceed $2.0 million will not be deemed to be an Investment by the Company or any such Subsidiary for the purposes of this definition.

                    “Issue Date” means the date on which the Notes are originally issued under this Agreement.

                    “Leverage Ratio” means, with respect to any Person, at any date the ratio of (i) Indebtedness of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) to (ii) Consolidated Cash Flow of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is incurred. In the event that such Person or any of its Restricted Subsidiaries incurs or redeems any Indebtedness subsequent to the commencement of the period for which the Leverage Ratio is being calculated but prior to the event for which the calculation of the Leverage Ratio is made, then the Leverage Ratio shall be calculated giving pro forma effect to such

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incurrence or redemption of Indebtedness as if the same had occurred at the beginning of the applicable four-quarter period. For purposes of making the computation referred to above, Consolidated Cash Flow of such Person shall be determined in accordance with the second paragraph of the definition of “Fixed Charge Coverage Ratio.”

                    “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

                    “Loss” has the meaning set forth in Section 8.8.

                    “Management Agreement” means the Management Agreement among Mobile Services, the Company and WCAS Management Corporation dated the date of this Agreement.

                    “Material Adverse Effect” has the meaning set forth in Section 3.1(b).

                    “Merger” has the meaning set forth in Section 2.4(c).

                    “Merger Agreement” has the meaning set forth in Section 2.4(c).

                    “Merger Sub” has the meaning set forth in Section 2.4(c).

                    “Mobile Services” means Mobile Services Group, Inc., a Delaware corporation.

                    “Money Laundering Laws” has the meaning set forth in Section 3.1(y).

                    “MSG” means Mobile Storage Group, Inc., a Delaware corporation.

                    “Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends; provided, that “Net Income” shall exclude: (i) any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with: (a) any Asset Sale or other disposition not in the ordinary course of business (including, without limitation, dispositions pursuant to sale and leaseback transactions); or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; (ii) any extraordinary, unusual or non-recurring gain (or loss), charge, cost or expense, together with any related provision for taxes on such extraordinary, unusual or non-recurring gain (or loss), charge, cost or expense; and (iii) any (a) non-cash charges relating to the grant, exercise or repurchase of options for, or shares of, the Capital Stock (other than Disqualified Stock) of such Person to any employee or director of such Person, (b) non-cash charges relating to the write-down of goodwill or other intangibles to the extent such items reduced the Net Income of such Person during any period and (c) non-cash gains or losses related to Hedging Obligations.

                    “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale, including any Designated Non-cash Consideration), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation

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expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale including any withholding taxes imposed on the repatriation of such proceeds, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness (including any interest or premium) and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

                    “Non-Recourse Debt” means Indebtedness: (i) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any land (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender (in each case, except for a pledge of the Equity Interests of Unrestricted Subsidiaries); and (ii) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity.

                    “Note” has the meaning set forth in Section 2.1.

                    “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

                    “OFAC” has the meaning set forth in Section 3.1(z).

                    “Offer Amount” has the meaning set forth in Section 4.7.

                    “Offer Period” has the meaning set forth in Section 4.7.

                    “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer or the Secretary of such Person.

                    “Officers’ Certificate” means a certificate signed by two Officers of the Company or by one Officer and any Assistant Treasurer or Assistant Secretary of the Company.

                    “Payment Default” has the meaning set forth in Section 7.1.

                    “Permits” has the meaning set forth in Section 3.1(l).

                    “Permitted Business” means (i) the lines of business conducted by the Company and its Restricted Subsidiaries on the date of this Agreement and any business incidental or reasonably related thereto or which is a reasonable extension thereof as determined in good faith by the Company’s Board of Directors and (ii) any business which forms a part of a business (the “Acquired Business”) which is acquired by the Company or any of its Restricted Subsidiaries if the primary intent of the Company or such Restricted Subsidiary was to acquire that portion of the Acquired Business which meets the requirements of clause (i) of this definition and the portion of the Acquired Business which meets the requirements of clause (i) of this definition constitutes a majority of the Acquired Business.

                    “Permitted Debt” has the meaning set forth in Section 5.8.

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                    “Permitted Investments” means: (i) any Investment in the Company or in a Restricted Subsidiary (other than a Receivables Entity) of the Company; (ii) any Investment in Cash and Cash Equivalents; (iii) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment: (a) such Person becomes a Restricted Subsidiary (other than a Receivables Entity) of the Company; or (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary (other than a Receivables Entity) of the Company; (iv) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 5.9 hereof or any non-cash consideration received in connection with a disposition of assets excluded from the definition of “Asset Sales;” (v) workers’ compensation, utility, lease and similar deposits and prepaid expenses in the ordinary course of business and endorsements of negotiable instruments and documents in the ordinary course of business; (vi) any investments in any Person solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company; (vii) any Investments arising from agreements of the Company or a Restricted Subsidiary of the Company providing for adjustment of purchase price, deferred payment, earn out or similar obligations, in each case acquired in connection with the disposition or acquisition of any business or assets of the Company or a Restricted Subsidiary (other than in connection with a Qualified Receivables Transaction); (viii) any Investments received in compromise of obligations of any Person to the Company or any Restricted Subsidiary of the Company incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy, insolvency, reorganization, or liquidation of such Person or the good faith settlement of debts of such Person to the Company or a Restricted Subsidiary of the Company, as the case may be; (ix) Hedging Obligations permitted to be incurred under Section 5.8 hereof; (x) loans and advances made in settlement of accounts receivable, all in the ordinary course of business; (xi) guarantees of Indebtedness to the extent permitted by clause (ix) of the second paragraph of Section 5.8 hereof; (xii) Investments by the Company or a Restricted Subsidiary in a Receivables Entity or any Investment by a Receivables Entity in any other Person, in each case, in connection with a Qualified Receivables Transaction, provided, however, that any Investment in any such Person is in the form of a Purchase Money Note, or any equity interest or interests in Receivables and related assets generated by the Company or a Restricted Subsidiary and transferred to any Person in connection with a Qualified Receivables Transaction or any such Person owning such Receivables; (xiii) receivables owing to the Company or a Restricted Subsidiary of the Company if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as the Company or such Restricted Subsidiary, as the case may be, deems reasonable under the circumstances; (xiv) any Investments in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes; (xv) any Investments existing on the date of this Agreement; (xvi) loans and advances to employees (other than executive officers) of the Company and its Restricted Subsidiaries in the ordinary course of business for bona fide business purposes; (xvii) Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons; (xviii) Investments consisting of earnest money deposits required in connection a purchase agreement or other acquisition; and (xix) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (xix) that are at the time outstanding, not to exceed the greater of (a) $10 million and (b) 1.5% of Total Assets of the Company, provided that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (i) above and shall not be included as having been made pursuant to this clause (xix).

                    “Permitted Liens” means: (i) Liens of the Company and any Restricted Subsidiary of the Company securing Indebtedness and other Obligations under the Credit Facilities, including the Credit

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Agreement and the Indenture, that were incurred and remain outstanding under clause (i) of the second paragraph of Section 5.8 hereof, or any exercise of remedies in connection therewith; (ii) Liens in favor of the Company; (iii) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Restricted Subsidiary; (iv) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such acquisition; (v) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business; (vi) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (iv) of the second paragraph of Section 5.8 hereof covering only the assets acquired with such Indebtedness; (vii) Liens existing on the date of this Agreement or that remain in place in connection with the incurrence of Permitted Refinancing Indebtedness; (viii) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; (ix) Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse Debt of Unrestricted Subsidiaries; (x) Liens in favor of customs and revenue authorities in connection with custom duties; (xi) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance, social security and other statutory obligations, including any Lien securing letters of credit issued in the ordinary course of business in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, governmental contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money); (xii) Liens imposed by law, such as carriers, landlords’, material men’s, repairmen’s warehouse-men’s and mechanics’ Liens, in each case, for sums not yet due or being contested in good faith through diligent proceedings; (xiii) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations with respect to letters of credit or bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (xiv) Liens arising from Uniform Commercial Code financing statement filings regarding leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business; (xv) Liens securing Hedging Obligations; (xvi) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building or other restrictions or any similar laws, ordinances, orders, rules or regulations as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties that do not, in the aggregate, materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; (xvii) Liens encumbering property or assets under construction arising from progress or partial payments by a customer of the Company or one of its Subsidiaries relating to such property or assets; (xviii) Liens on assets that are the subject of a sale and leaseback transaction permitted by the provisions of this Agreement; (xix) Liens arising from licenses, leases and subleases entered into the ordinary course of business, provided such Liens are limited to the specific property that is the subject of such license, lease, or sublease; (xx) judgment Liens not giving rise to an Event of Default; and (xxi) Liens securing insurance premium financing; provided that such Liens do not extend to any property or assets other than the insurance policies and proceeds thereof; (xxii) Liens on assets transferred to a Receivables Entity or on assets of a Receivables Entity, in either case incurred in connection with a Qualified Receivables Transaction; and (xxiii) other Liens incurred in the ordinary course of business of the Company or any Subsidiary of the Company with respect to obligations that do not exceed $12.5 million at any one time outstanding.

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                    “Permitted Payments” means without duplication as to amounts: (i) payments in an amount sufficient to permit the Company to pay reasonable accounting, legal, board and administrative expenses and other reasonable holding company expenses of the Company, and (ii) payments by the Company for costs, fees and expenses incident to any debt or equity financing, to the extent that (a) the net proceeds of a primary offering (if it is completed) are, or the net proceeds from original issuance of such securities in the case of a secondary offering, were, contributed to, or otherwise used for the benefit of, any of its Restricted Subsidiaries, and (b) the costs, fees and expenses are allocated among the Company and any selling shareholders in such proportion as is required by an applicable shareholders agreement or, to the extent no applicable shareholders agreement exists, as is appropriate to reflect the relative proceeds received by the Company and such selling shareholders; and (iii) obligations under the Management Agreement.

                    “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to repay, redeem, extend, refinance, renew, replace, defease, discharge, refund or otherwise retire for value other Indebtedness of the Company or any of its Subsidiaries (other than intercompany Indebtedness between and among the Company and its Restricted Subsidiaries); provided that: (i) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness repaid, redeemed, extended, refinanced, renewed, replaced, defeased, discharged, refunded, or retired (plus all accrued interest on the Indebtedness and the amount of all fees and expenses and premiums and penalties incurred in connection therewith); (ii) such Permitted Refinancing Indebtedness has a final maturity date of or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being repaid, redeemed, extended, refinanced, renewed, replaced, defeased, discharged, or refunded or retired; (iii) if the Indebtedness being repaid, redeemed, extended, refinanced, renewed, replaced, defeased, discharged, refunded or retired is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes, as the case may be, on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being repaid, redeemed, extended, refinanced, renewed, replaced, defeased, refunded, discharged or retired; and (iv) such Indebtedness is incurred either by the Company or a Restricted Subsidiary.

                    “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

                    “Plan” has the meaning set forth in Section 3.1(p).

                    “Principal or Related Party” means Welsh Carson and its Affiliates.

                    “Purchase Date” has the meaning set forth in Section 4.7.

                    “Purchase Money Note” means a promissory note of a Receivables Entity evidencing the deferred purchase price of Receivables (and related assets) and a line of credit, which may be irrevocable, from the Company or any Restricted Subsidiary of the Company in connection with a Qualified Receivables Transaction with a Receivables Entity, which deferred purchase price or line is repayable from cash available to the Receivables Entity, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts owing to such investors and amounts paid in connection with the purchase of newly generated Receivables.

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                    “Qualified Proceeds” means any of the following or any combination of the following: (i) cash, (ii) Cash Equivalents, (iii) assets that are used or useful in a Permitted Business (excluding Permitted Investments made in Persons other than Restricted Subsidiaries pursuant to clause (vi) of the definition of “Permitted Investments”) by the Company or any Restricted Subsidiary of the Company and (iv) the Capital Stock of any Person engaged in a Permitted Business that becomes a Restricted Subsidiary of the Company as a result of the acquisition of such Capital Stock by the Company or any Restricted Subsidiary of the Company.

                    “Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to (i) a Receivables Entity (in the case of a transfer by the Company or any of its Restricted Subsidiaries) and (ii) any other Person (in the case of a transfer by a Receivables Entity), or may grant a security interest in, any Receivables (whether now existing or arising in the future) of the Company or any of its Restricted Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such Receivables, all contracts and all guarantees or other obligations in respect of such accounts receivable, the proceeds of such Receivables and other assets which are customarily transferred, or in respect of which security interests are customarily granted, in connection with asset securitization involving Receivables.

                    “Receivable” means a right to receive payment arising from a sale or lease of goods or the performance of services by a Person pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay for goods or services under terms that permit the purchase of such goods and services on credit and shall include, in any event, any items of property that would be classified as an “account,” “chattel paper,” “payment intangible” or “instrument” under the Uniform Commercial Code as in effect in the State of New York and any “supporting obligations” as so defined.

                    “Receivables Entity” means a wholly-owned Subsidiary (or another Person in which the Company or any Restricted Subsidiary makes an Investment and to which the Company or any Restricted Subsidiary transfers Receivables and related assets) which engages in no activities other than in connection with the financing of Receivables and which is designated by the Board of Directors of the Company (as provided below) as a Receivables Entity: (i) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which: (a) is guaranteed by the Company or any Restricted Subsidiary (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings); (b) is recourse to or obligates the Company or any Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings; or (c) subjects any property or asset of the Company or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings; (ii) with which neither the Company nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding (except in connection with a Purchase Money Note or Qualified Receivables Transaction) other than on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing Receivables; and (iii) to which neither the Company nor any Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the Company shall be evidenced to the trustee by filing with the trustee a certified copy of the Board Resolution of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

                    “Receivables Fees” means any fees or interest paid to purchasers or lenders providing the financing in connection with a Qualified Receivables Transaction, factoring agreement or other similar

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agreement, including any such amounts paid by discounting the face amount of Receivables or participations therein transferred in connection with a Qualified Receivables Transaction, factoring agreement or other similar arrangement, regardless of whether any such transaction is structured as on-balance sheet or off-balance sheet or through a Restricted Subsidiary or an Unrestricted Subsidiary.

                    “Receivables Transaction Amount” means the amount of obligations outstanding under the legal documents entered into as part of such Qualified Receivables Transaction on any date of determination that would be characterized as principal if such Qualified Receivables Transaction were structured as a secured lending transaction rather than as a purchase.

                    “Register” has the meaning set forth in Section 2.5.

                    “Registration Rights Agreement” has the meaning ascribed to such term in the Indenture.

                    “Restricted Payments” has the meaning set forth in Section 5.6.

                    “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

                    “Required Noteholders” has the meaning ascribed to such term in the Notes.

                    “Rule 144” means Rule 144 promulgated under the Securities Act.

                     “Rule 144A” means Rule 144A promulgated under the Securities Act.

                     “Securities Act” means the Securities Act of 1933, as amended.

                    “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

                    “Solvent” has the meaning set forth in Section 3.1(aa).

                    “Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Restricted Subsidiary which are reasonably customary in securitization of Receivables transactions.

                    “Stated Maturity” means, with respect to any installment of interest or payment of principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

                    “Stock Purchase Agreement has the meaning set forth in Section 2.4(b).

                    “Subsidiary” means, with respect to any specified Person: (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person

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(or a combination thereof); and (ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

                    “Total Assets” means, with respect to any Person, the total assets of such Person and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of such Person as determined in accordance with GAAP.

                    “Transactions” the transactions contemplated by this Agreement, the Notes, the Merger Agreement, the Credit Agreement and the Indenture.

                    “U.K. Credit Agreement” means that certain Credit Agreement, dated as of the date of this Agreement, by and among Ravenstock MSG Limited, the Company (as a guarantor), The CIT Group/Business Credit, Inc., as administrative agent, Lehman Brothers Inc., as sole bookrunner and syndication agent, the lenders party from time to time thereto and the agents named therein, providing for up to £85.0 million of revolving credit borrowings (as a sublimit to the Credit Agreement), including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, extended, replaced, restructured or refinanced in whole or in part from time to time under the same or any other agent, lender or group of lenders.

                    “U.S. Credit Agreement” means that certain Credit Agreement, dated as of the date of this Agreement, by and among Mobile Services, MSG, the Company (as a guarantor), MSG WC Intermediary Co, The CIT Group/Business Credit, Inc., as administrative agent, Lehman Brothers Inc., as sole bookrunner and syndication agent, the lenders party from time to time thereto, and the agents named therein providing for up to $300.0 million of revolving credit borrowings, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, extended, replaced, restructured or refinanced in whole or in part from time to time under the same or any other agent, lender or group of lenders.

                    “Unrestricted Subsidiary” means any Subsidiary of the Company (other than Mobile Services and MSG) that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary, at the time of such designation: (i) has no Indebtedness other than Non-Recourse Debt; (ii) except as permitted by Section 5.10 hereof, is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (iii) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (iv) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.

                    If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 5.8, the Company shall be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary;

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provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 5.8 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

                    “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

                    “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that shall elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

                    “Welsh Carson” means Welsh, Carson, Anderson & Stowe X, L.P. and Affiliates thereof that are directly or indirectly controlling or controlled by Welsh, Carson, Anderson & Stowe X, L.P. or under direct or indirect common control with Welsh, Carson, Anderson & Stowe X, L.P.

                    Section 1.2 Rules of Construction.

                    Unless the context otherwise requires:

          (1) a term has the meaning assigned to it;

          (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

          (3) “or” is not exclusive;

          (4) words in the singular include the plural, and in the plural include the singular;

          (5) provisions apply to successive events and transactions;

          (6) “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement (as amended or supplemented from time to time) and not to any particular Article, Section or other subdivision; and

          (7) references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the Commission from time to time.

ARTICLE II

AUTHORIZATION; CLOSING;
CLOSING CONDITIONS

                    Section 2.1 Authorization of the Notes. The Company shall authorize the issuance and sale to the Purchasers of its 10% Subordinated Notes in an aggregate principal amount of

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$90,000,000 and containing the terms and conditions and in the form set forth in Exhibit A attached hereto (each, a “Note” and collectively, the “Notes”).

                    Section 2.2 Purchase and Sale of the Notes. At the Closing, the Company shall sell to each Purchaser and, subject to the terms and conditions set forth herein, each Purchaser shall purchase from the Company the principal amount of Notes, at a price equal to face value, set forth opposite such Purchaser’s name on Annex I attached hereto.

                    Section 2.3 The Closing. The closing of the purchase and sale of the Notes (the “Closing”) shall take place immediately prior to the closing of the Merger. At the Closing, the Company shall deliver to each Purchaser the instruments evidencing the Notes to be purchased by such Purchaser, in each case registered in the applicable Purchaser’s or its nominee’s name, respectively, upon payment of the aggregate purchase price for the Note purchased by each Purchaser as set forth opposite such Purchaser’s name on Annex I, by a cashier’s or certified check, or by wire transfer of immediately available funds to the account specified by the Company to each Purchaser in writing not less than one (1) Business Day prior to the Closing Date. In addition, at the Closing the Company shall issue to each Purchaser the number of shares of its common stock, par value $0.01 pet share (the “Common Stock”), for no additional consideration pursuant to the Stock Purchase Agreement, as set forth opposite such Purchaser’s name on Annex I attached hereto.

                    Section 2.4 Conditions of each Purchaser’s Obligation at the Closing. The obligation of each Purchaser to purchase and pay for the Notes at the Closing is subject to the satisfaction (or waiver in writing) as of the Closing of the following conditions:

                    (a) The representations and warranties contained in Article III hereof shall be true and correct in all material respects at and as of the Closing as though then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

                    (b) The Company and each of the other parties signatory thereto (other than the particular Purchaser for which the determination of the fulfillment of the conditions in Section 2 is being made) shall have entered into a stock purchase agreement in form and substance as set forth in Exhibit B attached hereto (the “Stock Purchase Agreement”), and the Stock Purchase Agreement shall be in full force and effect as of the Closing. All conditions to the transactions contemplated by the Stock Purchase Agreement set forth in Section 2 of the Stock Purchase Agreement shall have been satisfied in full or waived in writing by such Purchaser.

                    (c) The Agreement and Plan of Merger, dated as of May 24, 2006 and as amended June 9, 2006, by and among the Company, and MSG WC Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), MSG WC Intermediary Co., on the one hand, and Mobile Services and Windward Capital Management, LLC, a Delaware limited liability company, on the other hand (the “Merger Agreement”), shall be in full force and effect as of the Closing and shall not have been amended or modified in any material respect. All conditions to the transactions contemplated by the Merger Agreement (the “Merger”) set forth in Article IX of the Merger Agreement shall have been satisfied in full or waived in writing by the Purchasers.

                    (d) Concurrently with or prior to the issue and sale of the Notes by the Company, the applicable Subsidiaries of the Company shall have entered into the Credit Agreement and the Indenture.

                    (e) The Company shall have delivered to each Purchaser a certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing Date and certifying on behalf

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of the Company: (1) that attached thereto is a true, correct and complete copy of all resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the Notes, and that all such resolutions are in full force and effect and (2) the incumbency and specimen signature of all officers of the Company executing this Agreement and the Notes.

                    (f) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement and the Notes, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to the Purchasers.

                    Section 2.5 Register. The Company shall maintain a register of the Notes that records names and addresses of each Holder and the principal amount of and interest on the Notes (the “Register”). The Register shall include a record of any transfer or exchanges of the Notes. The entries in the Register shall be conclusive and binding on the parties, absent manifest error.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                    Section 3.1 Representations and Warranties of the Company. The Company hereby represents and warrants as follows:

                    (a) Neither the Company nor any of its Subsidiaries is, and after giving effect to the offer and sale of the Notes and the application of the proceeds therefrom will be, an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

                    (b) Each of the Company and its Subsidiaries has been duly organized and is validly existing and in good standing as a corporation or other business entity under the laws of its jurisdiction of organization and is duly qualified to do business and in good standing as a foreign corporation or other business entity in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, except where the failure to be so qualified or in good standing would not, in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, stockholders’ equity, properties, business or prospects of the Company and its Subsidiaries taken as a whole or a material adverse effect on the performance by the Company of this Agreement or the Notes or the consummation of any of the transactions contemplated hereby or thereby (a “Material Adverse Effect”); each of the Company and its Subsidiaries has all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the entities listed on Schedule 3.1(b) hereto.

                    (c) Each of the Company and its Subsidiaries has all requisite corporate or limited liability company power and authority, as applicable, to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized by the Company, and upon its execution and delivery and, assuming due authorization, execution and delivery by the Purchasers, will constitute the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles.

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                    (d) The Company has all requisite corporate power and authority to execute, issue, sell and perform its obligations under the Notes. The Notes have been duly authorized by the Company and, when duly executed by the Company in accordance with the terms of this Agreement, upon delivery to the Purchasers against payment therefor in accordance with the terms hereof, will be validly issued and delivered and will constitute valid and binding obligations of the Company entitled to the benefits of this Agreement, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles.

                    (e) This Agreement has been duly and validly authorized, executed and delivered by the Company.

                    (f) The issue and sale of the Notes, the execution, delivery and performance by the Company of the Notes and this Agreement and compliance by the Company with the terms thereof and the consummation of the transactions contemplated hereby and thereby, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any property or assets of the Company or its Subsidiaries or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws of the Company or any of its Subsidiaries or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties or assets, except, in regard to clauses (i) and (iii), conflicts or violations that would not reasonably be expected to have a Material Adverse Effect.

                    (g) No consent, approval, authorization or order of, or filing, registration or qualification with any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries is required for the issue and sale of the Notes, the execution, delivery and performance by the Company of the Notes and this Agreement and compliance by the Company with the terms thereof and the consummation of the transactions contemplated hereby and thereby.

                    (h) Neither the Company nor any of its Subsidiaries has sustained, since January 1, 2006, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, and, since such date, there has not been any change in the capital stock or limited liability company interests, as applicable, or long-term debt of the Company or any of its Subsidiaries or any adverse change, or any development involving a prospective adverse change, in or affecting the condition (financial or otherwise), results of operations, stockholders’ equity, properties, management, business or prospects of the Company and its Subsidiaries, taken as a whole, in each case except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

                    (i) True and complete copies of the following documents have previously been delivered to the Purchasers: (i) the audited consolidated balance sheets of Mobile Services and its consolidated Subsidiaries as of December 31, 2004 and December 31, 2005, and the related audited statements of income and cash flows for the respective twelve-month periods then ended and (ii) the unaudited consolidated balance sheet of Mobile Services and its consolidated Subsidiaries as at March 31, 2006, together with consolidated statements of income and cash flows for the three-month period ended on March 31, 2006. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and on such basis fairly present the financial position,

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results of operations and cash flows of Mobile Services and its Subsidiaries as of the respective dates thereof and for the respective periods indicated, except (a) that such unaudited financial statements are subject to normal year-end adjustments and (b) for the absence of footnotes.

                    (j) The Company and each of its Subsidiaries has good and marketable title in fee simple to all real property and good and marketable title to all personal property and all other real and personal property owned by them, in each case free and clear of all Liens (other than Permitted Liens) and such as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries; and all real property and other assets held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as do not materially interfere with the use made and proposed to be made of such assets by the Company or any of its Subsidiaries.

                    (k) The Company and each of its Subsidiaries carry, or are covered by, insurance from insurers of recognized financial responsibility in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar businesses in similar industries. All policies of insurance of the Company and its Subsidiaries are in full force and effect; the Company and its Subsidiaries are in compliance with the terms of such policies in all material respects; and neither the Company nor any of its Subsidiaries has received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance; there are no claims by the Company or any of its Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; and neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect.

                    (l) The Company and each of its Subsidiaries have such permits, licenses, patents, franchises, certificates of need and other approvals or authorizations of governmental or regulatory authorities (“Permits”) as are necessary under applicable law to own their properties and conduct their businesses in the manner currently conducted, except for any of the foregoing that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; each of the Company and its Subsidiaries has fulfilled and performed all of its obligations with respect to the Permits, and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the holder or any such Permits, except for any of the foregoing that would not reasonably be expected to have a Material Adverse Effect.

                    (m) The Company and its Subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, know-how, software, systems and technology (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses and have no reason to believe that the conduct of their respective businesses will conflict with, and have not received any notice of any claim of conflict with, any such rights of others in each case except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

                    (n) There are no legal or governmental proceedings pending to which the Company or any of its Subsidiaries is a party or of which any property or assets of the Company or any of its Subsidiaries is the subject that would, in the aggregate, reasonably be expected to have a Material

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Adverse Effect; and to the Company’s actual knowledge, no such proceedings are threatened or contemplated by governmental authorities or others.

                    (o) No labor disturbance by the employees of the Company or any of its Subsidiaries exists or, to the actual knowledge of the Company, is imminent that would reasonably be expected to have a Material Adverse Effect.

                    (p) (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) with respect to each Plan subject to Title IV of ERISA (1) no “reportable event” (within the meaning of Section 4043 (c) of ERISA) has occurred or is reasonably expected to occur, (2) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (3) the fair market value of the assets under each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan) and (4) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the PBGC in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

                    (q) The Company and its Subsidiaries have filed all federal, state, local and foreign income and franchise tax returns required to be filed through the date hereof, subject to permitted extensions, and have paid all taxes due thereon, and no tax deficiency has been determined adversely to the Company or any of its Subsidiaries, nor does the Company have any actual knowledge of any such tax deficiencies that would, in the aggregate, reasonably be expected to have a Material Adverse Effect.

                    (r) [Intentionally Omitted.]

                    (s) The Company and each of its Subsidiaries (i) makes and keeps accurate books and records and (ii) maintains and has maintained effective internal control over financial reporting as defined in Rule 13a-5 under the Exchange Act and a system of internal accounting controls sufficient to provide reasonable assurance that (1) transactions are executed in accordance with management’s general or specific authorization, (2) transactions are recorded as necessary to permit preparation of its financial statements in conformity with accounting principles generally accepted in the United States and to maintain accountability for its assets, (3) access to its assets is permitted only in accordance with management’s general or specific authorization and (4) the reported accountability for its assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

                    (t) Neither the Company nor any of its Subsidiaries (i) is in violation of its charter or by-laws (or similar organizational documents), (ii) is in default, arid no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant, condition or other obligation contained in any indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject or (iii) is in violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property or

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assets or has failed to obtain any Permit necessary to the ownership of its property or to the conduct of its business, except in the case of clauses (ii) and (iii), to the extent any such conflict, breach, violation or default would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

                    (u) Neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company or any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

                    (v) The Company and each of its Subsidiaries (i) are, and at all times prior hereto were, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, national, state, provincial, regional, or local authority, relating to the protection of human health or safety, the environment, or natural resources, or to hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) have not received notice of any actual or alleged violation of Environmental Laws, or of any potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.1(v), (A) there are no proceedings that are pending, or known to be contemplated, against the Company or any of its subsidiaries under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (B) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (C) none of the Company or any of its subsidiaries anticipates material capital expenditures relating to Environmental Laws.

                    (w) Except as set forth in the Credit Agreement and the Indenture, no Subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company.

                    (x) Neither the Company nor any Subsidiary is in violation of or has received notice of any violation with respect to any federal or state law relating to discrimination in the hiring, promotion or pay of employees, nor any applicable federal or state wage and hour laws, nor any state law precluding the denial of credit due to the neighborhood in which a property is situated, the violation of any of which would, in the aggregate, reasonably be expected to have a Material Adverse Affect.

                    (y) The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money

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Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the actual knowledge of the Company, threatened, except, in each case, as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

                    (z) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

                    (aa) Immediately after the consummation of the Transactions, the Company and its Subsidiaries, on a consolidated basis, will be Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company and its Subsidiaries are not less than the total amount required to pay the probable liabilities of the Company and its Subsidiaries on their total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) the Company and its Subsidiaries are able to realize upon their assets and pay their debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (iii) assuming the sale of the Notes as contemplated by this Agreement, the Company and its Subsidiaries are not incurring debts or liabilities beyond their ability to pay as such debts and liabilities mature and (iv) the Company is not engaged in any business or transaction, and are not about to engage in any business or transaction, for which the property of the Company and its Subsidiaries would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company is engaged. In computing the amount of such contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

                    (bb) None of the representations or warranties made by the Company in this Agreement as of the date such representations and warranties are made or deemed made, and none of the statements contained in any exhibit, report, statement or certificate furnished by or on behalf of the Company or any of its Subsidiaries in connection with this Agreement, contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading in any material respect as of the time when made or delivered.

                    (cc) The proceeds received by the Company from the sale of the Notes shall be used to pay the merger consideration due and payable under the Merger Agreement and the costs and expenses of the transactions contemplated by the Merger Agreement.

ARTICLE IV

REDEMPTION AND PREPAYMENT

                    Section 4.1 Notices to the Purchasers.

                    If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 4.5 hereof, they shall furnish the notice to the Holders in accordance with the terms of the Notes,

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an Officers’ Certificate setting forth (i) the provision of this Agreement and the Notes pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price.

                    Section 4.2 Notice of Redemption.

                    Subject to the provisions of Section 4.7 hereof, in accordance with the terms of the Notes, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder at its registered address.

                    The notice shall identify the Notes to be redeemed and shall state:

                    (a) the redemption date;

                    (b) the redemption price;

                    (c) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note shall be issued upon cancellation of the original Note;

                    (d) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; and

                    (e) the paragraph of the Notes and/or Section of this Agreement pursuant to which the Notes called for redemption are being redeemed.

                    Section 4.3 Effect of Notice of Redemption.

                    Once notice of redemption is mailed in accordance with Section 4.2 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional.

                    Section 4.4 Notes Redeemed in Part.

                    Upon surrender of a Note that is redeemed in part, the Company shall issue a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

                    Section 4.5 Optional Redemption.

                     (a) At any time and from time to time after the date hereof, the Company may redeem all or any portion of the Notes at a redemption price (the “Redemption Price”) equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest thereon to the date of redemption.

                     (b) Any redemption pursuant to this Section 4.5 shall be made in accordance with the provisions of Sections 4.1 through 4.4 hereof.

                     (c) If less than all of the Notes are to be redeemed at any time, the Notes shall be redeemed on a pro rata basis (based upon the respective outstanding principal amounts of the Notes).

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                    Section 4.6 Mandatory Redemption.

                     (a) Concurrently with the consummation of a Change of Control, the Company shall redeem in full all Notes for an amount in cash equal to the Redemption Price.

                     (b) Any redemption pursuant to this Section 4.6 shall be made in accordance with the provisions of Sections 4.1 through 4.4 hereof.

                    Section 4.7 Offer to Purchase by Application of Excess Proceeds.

                    In the event that, pursuant to Section 5.9 hereof, the Company shall be required to commence an Asset Sale Offer, they shall follow the procedures specified below.

                    The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 5.9 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

                    If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

                    Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a written notice to each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

          (a) that the Asset Sale Offer is being made pursuant to this Section 4.7 and Section 5.9 hereof and the length of time the Asset Sale Offer shall remain open;

          (b) the Offer Amount, the purchase price and the Purchase Date;

          (c) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest;

          (d) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased;

          (e) that Holders shall be entitled to withdraw their election if the Company receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

          (f) that, if the aggregate accreted value of Notes and aggregate principal amount of such other pari passu Indebtedness tendered by Holders exceeds the Offer Amount, the Company

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shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate accreted value of Notes and the aggregate principal amount of such other pari passu Indebtedness tendered; and

          (g) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

                    On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes and such other pari passu Indebtedness or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes, and such other pari passu Indebtedness or portions thereof tendered. The Company shall on the Purchase Date mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.

                    Other than as specifically provided in this Section 4.7, any purchase pursuant to this Section 4.7 shall be made pursuant to the provisions of Sections 4.1 through 4.4 hereof.

ARTICLE V

COVENANTS

                    Section 5.1 Payment of Notes.

                    The Company shall pay or cause to be paid the principal of or premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes.

                    Section 5.2 Reports.

                    (a) The Company shall furnish to each Holder a copy of all of the information and reports referred to in clauses (i) and (ii) below:

                    (i) (A) within 90 days of the end of each fiscal year, annual audited financial statements for such fiscal year (along with customary comparative results) and (B), within 45 days of the end of each of the first three fiscal quarters of every fiscal year, unaudited financial statements for the interim period as of, and for the period ending on, the end of such fiscal quarter (along with comparative results for the corresponding interim period in the prior year), in each case, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to the periods presented and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and

                    (ii) within 10 Business Days of the occurrence of an event required to be therein reported, such other reports containing substantially the same information required to be contained in a Current Report on Form 8-K under the Exchange Act (other than Items 3.01 (Notice of delisting or failure to satisfy a continued listing rule or standard; transfer of listing), 3.02 (Unregistered sales of equity securities) and 5.04 (Temporary suspension of trading under registrant’s employee benefit plans) thereof).

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                    If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by clause (a)(i) of this Section 5.2 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

                    Section 5.3 Compliance Certificate.

                    (a) The Company shall deliver to each Holder annually, within 120 days after the end of each fiscal year of the Company, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled their obligations under this Agreement, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Agreement and are not in default in the performance or observance of any of the terms, provisions and conditions of this Agreement (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company and/or its Subsidiaries have taken or propose to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or propose to take with respect thereto.

                    (b) The Company shall, so long as any of the Notes are outstanding, deliver to each Holder, as soon as possible and in any event within ten days after any Officer becoming aware of any Default or Event of Default, a written notice specifying such Default or Event of Default and what action the Company is taking or propose to take with respect thereto.

                    Section 5.4 Taxes.

                    The Company shall pay or discharge, and shall cause each of its Subsidiaries to pay or discharge, before the same shall become delinquent, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to pay or discharge the same would not have a Material Adverse Effect.

                    Section 5.5 Stay, Extension and Usury Laws.

                    The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Agreement; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to any Holder, but shall suffer and permit the execution of every such power as though no such law had been enacted.

                    Section 5.6 Restricted Payments.

                    The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

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                    (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or other payments or distributions accrued or payable in Equity Interests (other than Disqualified Stock) of the Company or payable to the Company or a Restricted Subsidiary of the Company);

                    (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company;

                    (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is contractually subordinated to the Notes, except any payment of interest or principal at the Stated Maturity thereof; or

                    (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

                    (a) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and

                    (b) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 5.8 hereof; and

                    (c) such Restricted Payment, together with the aggregate amount of all other Restricted Payments declared or made by the Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (i) (but only to the extent the declaration of such Restricted Payment shall have already reduced such amount), (ii), (iii), (iv), (vi), (vii), (viii), (ix), (xii) and (xiii) of the next succeeding paragraph), is less than the sum, without duplication, of:

                    (i) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

                    (ii) 100% of the fair market value of the Qualified Proceeds received by the Company since the Issue Date as a contribution to its common equity capital from the issue or sale of Equity Interests (other than Disqualified Stock) of the Company or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted or exchanged for such Equity Interests (other than Equity Interests or Disqualified Stock or debt securities sold to a Subsidiary of the Company or an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior

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to the date of determination); provided, however, that this clause (ii) shall not include the proceeds from Contributions Indebtedness Equity; plus

                    (iii) to the extent that any Restricted Investment that was made after the Issue Date is sold or otherwise liquidated or repaid 100% of the Qualified Proceeds received with respect to such Restricted Investment (less the cost of disposition, if any); plus

                    (iv) to the extent that any Unrestricted Subsidiary of the Company designated as such after the Issue Date is redesignated as a Restricted Subsidiary after the Issue Date, the fair market value of the Company’s Investment in such Subsidiary as of the date of such redesignation.

                    The preceding provisions shall not prohibit:

                    (i) the payment of any dividend or the making of any distribution or other payment on account of any Equity Interest of the Company or any of its Restricted Subsidiaries within 60 days after the date of declaration of such payment, if at the date of declaration such payment would have complied with the provisions of this Agreement;

                    (ii) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests (other than Disqualified Stock and other than Equity Interests issued or sold to an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination) of the Company; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance, replacement, extension, renewal, or other acquisition shall be excluded from clause (c)(ii) of the preceding paragraph;

                    (iii) the defeasance, redemption, repurchase, replacement, extension, renewal, refinancing or retirement, or other acquisition of subordinated Indebtedness of the Company or any Restricted Subsidiary in exchange for, or with the net cash proceeds from, an incurrence (other than to a Restricted Subsidiary) of Permitted Refinancing Indebtedness;

                    (iv) the payment of any dividend or distribution by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;

                    (v) so long as no Default or Event of Default shall have occurred and be continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any current or former employee, officer, director or agent of the Company or any Restricted Subsidiary of the Company (including the heirs and estates of such Persons) pursuant to any management equity subscription agreement, stock option plan or agreement, shareholders agreement, or similar agreement, plan or arrangement, including amendments thereto; provided, however, that the aggregate price paid for all such Equity Interests repurchased, redeemed, acquired or retired pursuant to this clause (viii) may not exceed $3.5 million in any fiscal year; provided that unused amounts in any fiscal year may be carried forward and utilized in any subsequent fiscal year up to a maximum (without giving effect to the following proviso) of all such repurchases not to exceed $7.5 million in any fiscal year; provided further that such amount in any fiscal year may be increased in an amount not to exceed (a) the net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company to any

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employee, officer, director or agent of the Company or any Restricted Subsidiary of the Company that occurs after the date of this Agreement, to the extent such net cash proceeds have not otherwise been applied to make Restricted Payments pursuant to clause (c)(ii) of the preceding paragraph, plus (b) the net cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries subsequent to the date of this Agreement, less (c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (v);

                    (vi) any Permitted Payments;

                    (vii) the repurchase of Equity Interests deemed to occur upon the exercise of stock options, warrants or other convertible securities to the extent such Equity Interests represents a portion of the exercise price thereof and the repurchase of fractional shares;

                    (viii) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries issued in accordance with and to the extent permitted by Section 5.7 hereof to the extent such dividends are included in the definition of “Fixed Charges;”

                    (ix) any payments made in connection with the consummation of the Transactions;

                    (x) so long as no Default or Event of Default shall have occurred and be continuing, the payment of dividends on the Company’s or Mobile Services’ common Capital Stock following the consummation of an underwritten public Equity Offering of the Company’s or Mobile Services’ common Capital Stock of up to 8% per annum of the net cash proceeds received by the Company or Mobile Services from any public Equity Offering of common Capital Stock of the Company or Mobile Services, as the case may be;

                    (xi) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Indebtedness subordinated to the Notes (a) at a purchase price not greater than 101% of the principal amount of such Indebtedness in the event of a change of control as defined under such Indebtedness in accordance with provisions similar to Section 4.6 hereof or (b) at a purchase price not greater than 100% of the principal amount thereof in accordance with provisions similar to Section 5.9 hereof; provided that, prior to such purchase, repurchase, redemption, defeasance or acquisition or retirement, the Company has made the mandatory redemption or Asset Sale Offer, as applicable, as provided in such covenant, and has completed, if applicable, the repurchase or redemption of all Notes validly tendered for payment in connection with mandatory redemption or Asset Sale Offer;

                    (xii) distributions of Capital Stock of Unrestricted Subsidiaries; or

                    (xiii) other Restricted Payments made pursuant to this clause (xiii) in an aggregate amount since the Issue Date not to exceed $25.0 million (or the equivalent thereof, at the time of Incurrence, in applicable foreign currency).

                    The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the assets or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.

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                    Section 5.7 Dividend and Other Payment Restrictions Affecting Subsidiaries.

                    The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

                    (i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

                    (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or

                    (iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

          However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

          (a) any agreement in effect on or entered into on the Issue Date, including, without limitation, the Indenture (including the related guarantees to be issued thereunder on the Issue Date and the Exchange Notes and the related guarantees to be issued in exchange therefor pursuant to the Registration Rights Agreement), the Credit Agreement and any agreement governing Hedging Obligations entered into with respect to Indebtedness under the Credit Agreement (as amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced in accordance with this clause (a)) so long as the encumbrances and restrictions under such agreement governing the Hedging Obligations are no more restrictive than those under such Credit Agreement, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Agreement;

          (b) this Agreement and the Notes;

          (c) applicable law, rule, regulation or order;

          (d) any instrument governing Indebtedness (including Acquired Debt) or Capital Stock of the Company or any of its Restricted Subsidiaries or of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, including any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments, provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument, provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred;

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          (e) customary non-assignment or subletting provisions in leases, licenses or contracts entered into in the ordinary course of business;

          (f) capital leases or purchase money obligations for property acquired or leased in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii) of the preceding paragraph;

          (g) any Purchase Money Note or other Indebtedness or contractual requirements incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors of the Company, are necessary to effect such Qualified Receivables Transaction;

          (h) any agreement for the sale or other disposition of assets or Capital Stock of a Restricted Subsidiary permitted under this Agreement that restricts the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending its sale or other disposition;

          (i) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

          (j) leases or licenses entered into in the ordinary course of business that impose restrictions solely on the property so leased;

          (k) Liens securing Indebtedness otherwise permitted to be incurred hereunder that limit the right of the debtor to dispose of the assets subject to such Liens;

          (l) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements; provided that such restrictions apply only to the assets or property subject to such joint venture;

          (m) restrictions on cash or other deposits or net worth under contracts or leases entered into in the ordinary course of business;

          (n) any agreement relating to a sale and leaseback transaction or Capital Lease Obligation otherwise permitted by this Agreement, but only on the assets subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or a capital lease; and

          (o) other Indebtedness of Mobile Services or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to the date of this Agreement in accordance with the covenant described under Section 5.8; provided that either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Company, taken as a whole, as determined by the Board of Directors of the Company in good faith than the provisions contained in the Credit Agreement or the Indenture, in each case, as in effect on the date hereof or (B) any encumbrance or restriction contained in such Indebtedness that does not prohibit (except upon a default or event of default thereunder) the payment of dividends in an amount sufficient, as determined by the Board of Directors of the Company in good faith, to make scheduled payments of cash interest on the Notes when due.

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                    Section 5.8 Incurrence of Indebtedness.

                    The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”, and “incurrence” shall have a correlative meaning) any Indebtedness (including Acquired Debt); provided, however, that the Company and any of its Subsidiaries may incur Indebtedness (including Acquired Debt) if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 1.5 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period.

                    The first paragraph of this Section 5.8 shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

                    (i) the incurrence by the Company and any Restricted Subsidiary of Indebtedness and letters of credit under one or more Credit Facilities together with the principal component of amounts outstanding under Qualified Receivables Transactions in an aggregate principal amount at any one time outstanding under this clause (i) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and the Restricted Subsidiaries thereunder) not to exceed the greater of (a) $300.0 million and (b) the Borrowing Base; provided, that the maximum amount permitted to be outstanding under this clause (i) shall not be deemed to limit additional Indebtedness under one or more Credit Facilities that is permitted to be incurred pursuant to any of the other provisions of this Section 5.8; and the incurrence of Indebtedness under the Indenture;

                    (ii) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness;

                    (iii) the incurrence by the Company of Indebtedness represented by the Notes;

                    (iv) the incurrence by the Company and its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, repair, or improvement of property, plant or equipment or lease fleet (including through the purchase of Equity Interests of a Person up to the amount of the fair market value of such assets held by such Person) used in a Permitted Business, in an aggregate principal amount at any time outstanding pursuant to this clause (iv) not to exceed the greater of (a) $20 million (or the equivalent thereof, at the time of incurrence, in applicable foreign currency) and (b) 2.25% of the Total Assets of the Company (determined as of the time of incurrence);

                    (v) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, defease, renew, extend or replace Indebtedness, other than intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, that was permitted by this Agreement to be incurred under the first paragraph of this Section 5.8 or clauses (ii), (iii), (iv) or (v) of this paragraph;

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                    (vi) the incurrence by any Foreign Subsidiary of any Indebtedness, together with the amount of any other outstanding Indebtedness incurred pursuant to this clause (vi), in an aggregate principal amount not to exceed the greater of $10 million (or the equivalent thereof, at the time of incurrence, in the applicable foreign currency) and 1.25% of Total Assets of the Company;

                    (vii) the incurrence by the Company or any of its Restricted Subsidiaries (other than a Receivables Entity) of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries (other than a Receivables Entity); provided, however, that:

                              (a) if the Company is the obligor on such Indebtedness and the payee is not the Company, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes; and

                              (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary (other than a Receivables Entity) of the Company, (ii) any sale or other transfer of any such Indebtedness to a Person that is neither the Company nor a Restricted Subsidiary (other than a Receivables Entity) of the Company or (iii) the designation of a Restricted Subsidiary which holds Indebtedness as an Unrestricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vii);

                    (viii) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations;

                    (ix) the guarantee by the Company of Indebtedness of any Restricted Subsidiary of the Company, provided that, in each case, the Indebtedness was permitted to be incurred by another provision of this Section 5.8; provided further that in the event such Indebtedness that is being guaranteed is (a) pari passu in right of payment to the Notes or any guarantee, then the related guarantee shall rank equally in right of payment to the Notes or such guarantee, as the case may be, or (b) subordinated in right of payment to the Notes or any guarantee, then the related guarantee shall be subordinated in right of payment to the same extent to the Notes or such guarantee, as the case may be;

                    (x) Indebtedness arising from agreements of the Company or a Restricted Subsidiary of the Company providing for adjustment of purchase price, deferred payment, earn out or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business or assets of the Company or a Restricted Subsidiary;

                    (xi) Indebtedness incurred in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, letters of credit (not supporting Indebtedness for borrowed money), performance, surety, appeal and similar bonds and completion guarantees or similar obligations provided by the Company in the ordinary course of business;

                    (xii) Indebtedness arising from (a) agreements of the Company or any Restricted Subsidiary of the Company pursuant to which the Company or any such Restricted Subsidiary incurs an indemnification obligation or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days of the later of such honoring or notice thereof;

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                    (xiii) obligations with respect to letters of credit issued in the ordinary course of business and securing obligations for trade payables to the extent such letters of credit are not drawn and have not remained outstanding for more than 180 days from the date of issuance (including letters of credit issued in substitution therefor);

                    (xiv) Indebtedness of a Person incurred and outstanding on or prior to the date on which such Person was acquired by the Company or any Restricted Subsidiary of the Company or merged into the Company or a Restricted Subsidiary of the Company in accordance with the terms of this Agreement; provided that such Indebtedness is not incurred in connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, such acquisition or merger; and provided, further, that after giving pro forma effect to such incurrence of Indebtedness the Company would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of this Section 5.8;

                    (xv) Indebtedness of the Company or any Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease the notes as described under Articles VIII and XI of the Indenture;

                    (xvi) the incurrence by the Company or any Restricted Subsidiary of the Company of Contribution Indebtedness; and

                    (xvii) the incurrence by the Company or any Restricted Subsidiary of the Company of additional Indebtedness, together with the amount of any other outstanding Indebtedness incurred pursuant to this clause (xvi), in an aggregate principal amount (or accreted value, as applicable) not to exceed $25.0 million (or the equivalent thereof, at the time of incurrence, in the applicable foreign currency).

          For purposes of determining compliance with this Section 5.8, in the event that an item of proposed Indebtedness (including Acquired Debt) meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xvii) above, or is entitled to be incurred pursuant to the first paragraph of this Section 5.8, the Company shall be permitted to classify all or a portion of that item of Indebtedness on the date of its incurrence in its sole discretion (or on a later date reclassify in whole or in part so long as such Indebtedness is permitted to be incurred pursuant to such provision at the time of reclassification) in any manner that complies with this Section 5.8; provided that Indebtedness under the Credit Agreement and the Indenture outstanding on the Issue Date shall initially be deemed to have been incurred in reliance on the exception provided by clause (i) of the second paragraph of this Section 5.8, Notwithstanding any other provision of this Section 5.8, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary of the Company may incur pursuant to this Section 5.8 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

          Accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock or preferred stock of a Restricted Subsidiary in the form of additional shares of the same class of Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this Section 5.8; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued.

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                    Section 5.9 Asset Sales.

                    The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

	(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of (such fair market value to be determined on the date of contractually agreeing to such Asset Sale);
	(2) the fair market value is determined by the Company’s Board of Directors and evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to each Holder; and
	(3) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents.
	For purposes of this provision, each of the following shall be deemed to be cash:
	(a) the amount of any liabilities, as shown on the Company’s most recent consolidated balance sheet or in the notes thereto, of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; provided, that the Company or such Restricted Subsidiary is contractually released from further liability with respect to such liabilities;
	(b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly, but in any event within 120 days after the date of the Asset Sale, converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion;
	(c) property received as consideration for such Asset Sale that would otherwise constitute a permitted application of Net Proceeds (or other cash in such amount) under clauses (3), (4) and (6) under the next succeeding paragraph below; and
	(d) any Designated Non-cash Consideration received by the Company or such Restricted Subsidiary having an aggregate fair market value (as determined in good faith by the Company), taken together with all other Designated Non-cash Consideration received pursuant to this clause (d), not exceeding the greater of $20.0 million and 2.5% of the Total Assets of the Company at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value.
Within 425 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any of its Restricted Subsidiaries may apply those Net Proceeds at the option of the Company to:
	(1) permanently repay Indebtedness and other Obligations under the revolving loan portion of any Credit Facility;

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          (2) repay (a) the term loan portion of any Credit Facility, (b) any Indebtedness secured by a Lien, (c) repay other Indebtedness ranking pari passu with the Notes that has a Stated Maturity prior to the Stated Maturity of the Notes, (d) any Indebtedness of a Restricted Subsidiary or (e) any Indebtedness under the Indenture;

          (3) acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business;

          (4) acquire Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary of the Company;

          (5) make a capital expenditure relating to an asset used or useful in a Permitted Business; or

          (6) acquire non-current assets (including lease fleet and transportation equipment) that are used or useful in a Permitted Business.

Pending the final application of any Net Proceeds, the Company or any of its Restricted Subsidiaries may temporarily reduce other borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Agreement.

                    Any Net Proceeds from an Asset Sale not applied in accordance with the preceding paragraph within 425 days from the date of the receipt of such Net Proceeds (or at the Company’s option, an earlier date) shall constitute “Excess Proceeds” unless binding contractual commitments to apply such Net Proceeds in accordance with the preceding paragraph have been entered into prior to the end of such 425-day period and shall not have been completed or abandoned; provided, however, that the amount of any Net Proceeds that is not actually reinvested within 605 days from the date of the receipt of such Net Proceeds shall also constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $12.5 million, the Company shall make an offer (an “Asset Sale Offer”) to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Agreement with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of the principal amount (or accreted value, as applicable) of the Notes and such other pari passu Indebtedness in each case equal to $2,000 or an integral multiple of $1,000 in excess thereof, plus accrued and unpaid interest to the date of purchase, and shall be payable in cash. If any Excess Proceeds remain after the consummation of an Asset Sale Offer, the Company or any of its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Agreement. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in such Asset Sale Offer exceeds the amount of Excess Proceeds, the Excess Proceeds shall be allocated by the Company to the Notes and such other pari passu Indebtedness on a pro rata basis (based upon the respective principal amounts (or accreted value, if applicable) of the Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

                    If the Asset Sale purchase date is on or after an interest payment record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Holder in whose name a Note is registered at the close of business on such record date, and no interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

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                    The Company shall comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Agreement, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of this Agreement by virtue of such conflict.

                    Section 5.10 Transactions With Affiliates.

                    The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”), unless the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction in arm’s-length dealings by the Company or such Restricted Subsidiary with an unrelated Person.

          The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

                    (i) reasonable and customary (a) directors’ fees and indemnification and similar arrangements, (b) employee, officer or director loans, advances, salaries, bonuses and employment, non-competition and confidentiality agreements (including indemnification arrangements), and (c) compensation, confidentiality or employee benefit arrangements (including stock option plans) and incentive arrangements with any officer, director or employee entered into in the ordinary course of business (including customary benefits thereunder);

                    (ii) transactions between or among the Company and its Restricted Subsidiaries (other than a Receivables Entity);

                    (iii) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or indirectly, an Equity Interest in, or controls, such Person;

                    (iv) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Indebtedness thereof;

                    (v) issuances and sales of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company or the receipt of the proceeds of capital contributions in respect of Equity Interests;

                    (vi) Restricted Payments permitted by the provisions of this Agreement described in Section 5.6 hereof or Permitted Investments (other than pursuant to clause (iii) of such definition);

                    (vii) sales or other transfers or dispositions of accounts receivable and other related assets customarily transferred in an asset securitization transaction involving accounts receivable to a Receivables Entity in a Qualified Receivables Transaction, and acquisitions of Permitted Investments in connection with a Qualified Receivables Transaction;

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                    (viii) transactions pursuant to agreements or other arrangements, each as set forth on Schedule 5.10(viii), and as the same may be amended, modified or replaced from time to time so long as such amendment, modification or replacement is no less favorable to the Company and the Restricted Subsidiaries in any material respect than the original agreement or arrangement in effect on the date of this Agreement;

                    (ix) payments made by the Company or any Restricted Subsidiary to any Principal Related Party for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by a majority of the disinterested members, if any, of the Board of Directors of the Company in good faith; and

                    (x) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Company, or are on terms at least as favorable as would reasonably have been entered into at such time with an unaffiliated party.

                    Section 5.11 Business Activities.

                    The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Subsidiaries taken as a whole.

                    Section 5.12 Corporate Existence.

                    Subject to Article VI hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership, limited liability company or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership, limited liability company or other existence of any of its Subsidiaries, if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

                    Section 5.13 Designation of Restricted and Unrestricted Subsidiaries.

                    The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary (other than MSG and Mobile Services) if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation arid shall reduce the amount available for Restricted Payments under the first paragraph (or clause (xiii) of the second paragraph) of Section 5.6 or under one or more clauses of the definition of Permitted Investments, as determined by the Company. Such designation shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

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                    All Subsidiaries of Unrestricted Subsidiaries shall be automatically deemed to be Unrestricted Subsidiaries.

                    Section 5.14 Payments for Consent. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Agreement or the Notes unless such consideration is offered to be paid and is paid to all Holders that consent, waive or agree to amend this Agreement or the Notes in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

ARTICLE VI

SUCCESSORS

                    Section 6.1 Merger, Consolidation, or Sale of Assets.

                    None of the Company, Mobile Services or MSG may, directly or indirectly: (A) consolidate or merge with or into another Person (whether or not the Company, Mobile Services or MSG, as the case may be, is the surviving corporation) or (B) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person; unless:

                    (i) either: (a) the Company, Mobile Services or MSG, as the case may be, is the surviving corporation or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company, Mobile Services or MSG, as the case may be) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia and, if applicable, assumes all of the obligations of the Company under the Notes and this Agreement pursuant to agreements reasonably satisfactory to the Required Noteholders; provided, that at all times the Company and either Mobile Services or MSG shall be a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

                    (ii) immediately after such transaction no Default or Event of Default exists; and

                    (iii) (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 5.8 hereof or (b) have a Fixed Charge Coverage Ratio equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction.

                    In no event shall the Company, Mobile Services or MSG enter into any transaction that results in, or otherwise permits, MSG or Mobile Services to cease being a Restricted Subsidiary of the Company. For purposes of this Section 6.1, the sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a

42

consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

                    Notwithstanding the preceding clause (iii), (x) any Restricted Subsidiary may consolidate with, merge into, sell, assign, convey, lease or otherwise transfer all or part of its properties and assets to the Company and (y) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction so long as such jurisdiction is the United States, any state of the United States or the District of Columbia.

                    Section 6.2 Successor Corporation Substituted.

                    Upon any transfer, consolidation or merger in accordance with Section 6.1 hereof, the successor entity in such transaction shall succeed to and (except in the case of a lease) be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor entity had been named herein as the Company, and (except in the case of a lease) the Company shall be released from the obligations under the Notes and this Agreement except with respect to any obligations that arise from, or are related to, such transaction.

ARTICLE VII

EVENTS OF DEFAULT

                    Section 7.1 Events of Default.

                    Each of the following is an “Event of Default”:

                    (a) default for 30 days in the payment when due of interest on the Notes;

                    (b) default in payment when due of the principal (including, for the avoidance of doubt, any Catch-up Payment) of, or premium, if any, on the Notes;

                    (c) failure by the Company or any of its Restricted Subsidiaries for 30 days or more to comply with the provisions of Section 6.1 hereof;

                    (d) failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice by the Required Noteholders to comply with any of the other covenants or agreements in this Agreement;

                    (e) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default (i) is caused by a failure to pay principal of such Indebtedness at final maturity prior to the expiration of the grace period provided in such Indebtedness (a “Payment Default”) or (ii) results in the acceleration of such Indebtedness prior to its Stated Maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more;

                    (f) failure by the Company or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction (not subject to appeal) aggregating in

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excess of $15.0 million (net of any amounts covered by a reputable and creditworthy insurance company), which judgments are not paid, discharged or stayed for a period of 60 days after the date on which the right to appeal has expired;

                    (g) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of Bankruptcy Law: (i) commence a voluntary case, (ii) consent to the entry of an order for relief against them in an involuntary case, (iii) consent to the appointment of a Custodian of them or for all or substantially all of their property, (iv) make a general assignment for the benefit of their creditors, or (v) generally are not paying their debts as they become due; and

                    (h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary in an involuntary case; (ii) appoints a Custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or (iii) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and the order or decree remains unstayed and in effect for 60 consecutive days.

                    Section 7.2 Acceleration.

                    In the case of an Event of Default specified in clauses (g) or (h) of Section 7.1 hereof, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Required Holders, by notice in writing to the Company, may declare all the Notes to be due and payable.

                    In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 7.1(e) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 7.1(e) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 30 days after the declaration of acceleration with respect thereto and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium, or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. In the event of an Event of Default pursuant to Section 7.1(c) or Section 7.1(d) caused solely by a breach of the specified covenant resulting from the existence of an unknown Default under another covenant, such Event of Default shall be deemed remedied or cured by the Company if the underlying Default is promptly remedied upon becoming known to the Company.

                    Section 7.3 Other Remedies.

                    If an Event of Default occurs and is continuing, the Holders, may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Agreement. A delay or omission by any Holder in

44

exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

                    Section 7.4 Waiver of Past Defaults.

                    The Required Noteholders may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium or interest on, the Notes (including in connection with an offer to purchase), the waiver of which shall require the consent of 100% of the Holders (provided, however, that the Required Noteholders may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Agreement; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

ARTICLE VIII

MISCELLANEOUS

                    Section 8.1 Expenses. The Company shall pay, and hold the Holders harmless against, any liability for the payment of (i) the fees and expenses of their counsel arising in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement which shall be payable at the Closing, (ii) the fees and expenses incurred with respect to any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement and the Notes, (iii) stamp and other taxes which may be payable in respect of the execution and delivery of this Agreement or the issuance, delivery or acquisition of the Notes, (iv) the fees and expenses incurred with respect to the enforcement of the rights granted under this Agreement and the Notes and (v) the fees and expenses incurred by each such Person in any Filing with any governmental agency with respect to its investment in the Company or in any other filing with any governmental agency with respect to the Company which mentions such Person.

                    Section 8.2 Remedies. Each Holder shall have all rights and remedies set forth in this Agreement and the Notes and all of the rights which such Holder has under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law.

                    Section 8.3 Note Legend. Each Note shall be imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY WERE ORIGINALLY ISSUED ON AUGUST 1, 2006 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

THIS DEBT INSTRUMENT IS BEING ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (“OID”) WITHIN THE MEANING OF SECTION 1273(a) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). THE HOLDER MAY OBTAIN THE “ISSUE PRICE”, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT,

45

THE “ISSUE DATE” AND THE YIELD TO MATURITY OF THIS DEBT INSTRUMENT BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO: MSG WC HOLDINGS CORP., C/O WELSH, CARSON, ANDERSON & STOWE, 320 PARK AVENUE, SUITE 2500, NEW YORK, NY 10022-6815.”

                    Section 8.4 Consent to Amendments. Except as otherwise expressly provided herein, the provisions of this Agreement and the Notes may be amended and the Company may take any action herein prohibited, or fail to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Required Noteholders; provided, however, that without the prior written consent of the Holder of each Note at the time outstanding affected thereby, no such amendment or waiver may (i) change any of the provisions of the sixth paragraph of the Notes with respect to “Catch-up Payments”, (ii) (x) decrease the rate or change the method of computation or capitalization of interest on the Notes, (y) decrease the amount of redemption premium or principal due pursuant to the terms of this Agreement and the Notes or (z) extend the time for payment of interest or redemption premium on, or principal of, the Notes (other than, in the case of the Notes, the extension of the Maturity Date to a date no later than February 1, 2016, which shall only require the consent of the Required Holders), (iv) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or (v) amend any of Sections 4,6, 7.1 (a) or 7.l(b) of this Agreement. The foregoing shall not affect the rights of the Company to capitalize interest at any time prior to the Maturity Date pursuant to the fourth paragraph of the Notes. No other course of dealing between the Company and any Holder or any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any lights of any Holder.

                    Section 8.5 Survival of Representations and Warranties. All representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, regardless of any investigation made by any Purchaser or on its behalf.

                    Section 8.6 Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. In addition, and whether or not any express assignment has been made, the provisions of this Agreement which are for any Holder’s benefit as a purchaser or holder of a Note are also for the benefit of, and enforceable by, any subsequent holder of such Note.

                    Section 8.7 Consideration for Common Stock. Each Purchaser and the Company acknowledge and agree that the fair market value of the Notes issued hereunder is $77,965,165.88 and the fair market value of the 9,585 shares of Common Stock issued to the Purchasers pursuant to the Stock Purchase Agreement is $12,034,834,12 and that, for all purposes (including tax and accounting), the consideration for the issuance of the Notes and the shares of Common Stock shall be allocated as set forth above. Each Purchaser and the Company shall file their respective federal, state and local tax returns in a manner which is consistent with such valuation and allocation and shall not take any contrary position with any taxing authority.

                    Section 8.8 Indemnification. In consideration of the Purchasers’ execution and delivery of this Agreement and acquiring the Notes hereunder and in addition to all of the Company’s other obligations under this Agreement and the Notes, the Company agrees to, and the Company agrees to cause its Subsidiaries to, indemnify and defend, protect and hold harmless each Purchaser, its Affiliates and each of their respective directors, officers, employees, stockholders, members, partners, agents (including those retained in connection with the transactions contemplated by this Agreement), successors and assigns (collectively, the “Indemnitees”) from and against any and all claims, costs, damages,

46

deficiencies, expenses (including interest, court costs, fees of attorneys, accountants and other experts or other expenses of litigation or other proceedings or of any claim, default or assessment), fees, fines, liabilities, losses and penalties (hereinafter individually, a “Loss” and collectively, “Losses”) which, directly or indirectly, arise out of, result from or relate to (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought): (a) any facts or circumstances which constitute a misrepresentation or breach by the Company or any of its Subsidiaries of any representation, warranty or covenant set forth in this Agreement (including any annex, exhibit or schedule attached hereto), any Note or in any instrument or document delivered by the Company pursuant to this Agreement; (b) any non-fulfillment or breach of any covenant or agreement of the Company or any of its Subsidiaries set forth in this Agreement or any Note; or (c) the execution, delivery, performance or enforcement of this Agreement and any other instrument, document or agreement executed pursuant hereto by any of the Indemnitees To the extent that the foregoing undertakings by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of the Losses described above incurred by any Indemnitee which is permissible under applicable law.

                    Section 8.9 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

                    Section 8.10 Counterparts. This Agreement may be executed simultaneously in two or more counterparts (including facsimile signatures), any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

                    Section 8.11 Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

                    Section 8.12 Governing Law. Issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement even though under New York’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

                    Section 8.13 Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent to the Purchasers and the Company at the addresses indicated below:

If to the Company, to:

MSG WC Holdings Corp.

c/o Welsh, Carson, Anderson & Stowe

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	320 Park Avenue
	Suite 2500
	New York, NY 10022
	Facsimile:  (212) 893-9575
	Attention:  Sanjay Swani
	Michael Donovan
	and to:
	Kirkland & Ellis LLP
	153 East 53rd Street
	New York, NY 10022
	Facsimile:	(212) 446-6460
	Attention:	Michael Movsovich, Esq.
	If to the Purchasers, to:
	WCAS Capital Partners IV, L.P.
	c/o Welsh, Carson, Anderson & Stowe
	250 Park Avenue
	Suite 2500
	New York, NY 10022
	Facsimile:	(212) 893-9575
	Attention:	Sanjay Swani
		Michael Donovan
	with a copy to (which shall not constitute notice to WCAS Capital Partners IV, L.P.):
	Kirkland & Ellis LLP
	153 East 53rd Street
	New York, NY 10022
	Facsimile:	(212) 446-6460
	Attention:	Michael Movsovich, Esq.
	FOXKIRK, LLC
	c/o The Northwestern Mutual Life Insurance Company
	720 East Wisconsin Avenue
	Milwaukee, Wisconsin 53202
	Facsimile:	(414) 665-5714
	Attention:	Lisa Cadotte
All payments to Foxkirk, LLC shall be made by wire transfer of immediately available funds to:
	Mellon Bank
	Boston, MA
	ABA #011-001-234
	For the account of:
	Foxkirk, LLC
	Account No. 06-33630

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With sufficient information to identify the source of the payment and the amount of interest, principal or redemption amount. All notices of payments and written confirmations of such wire transfers shall be sent to:

Foxkirk, LLC
c/o The Northwestern Mutual Life Insurance Company
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Facsimile:	(414) 625-6998
Attention:	Investment Operations

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

                    Section 8.14 No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

                    Section 8.15 Payments on the Notes. So long as a Purchaser shall be the Holder of any Note, the Company will pay all sums becoming due on such Note for principal, redemption premium, if any, and interest by the method and at the address specified for such purpose below such Purchaser’s address in Section 8.13 or by such other method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or repayment of the Note in full, such Holder shall surrender such Note for cancellation to the Company at its principal executive office.

[Signatures on following page]

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          In witness whereof, the parties has caused this Agreement to be duly executed as of the day and year above written.

MSG WC HOLDINGS CORP.
By:
Name:	Christopher A. Wilson
Its:	General Counsel & Assistant Secretary
WCAS CAPITAL PARTNERS IV, L.P.
By: WCAS CP IV Associates LLC, its General Partner
By:
Name:	Sanjay Swani
Its:	Managing Member
FOXKIRK, LLC
By: NML Securities Holdings, LLC, its Sole Member
By: The Northwestern Mutual Life Insurance Company, its Sole Member
By:
Name:
Its:

Signature page to Note Purchase Agreement

          In witness whereof, the parties has caused this Agreement to be duly executed as of the day and year above written.

MSG WC HOLDINGS CORP.
By:
Name:
Its:
WCAS CAPITAL PARTNERS IV, L.P.
By: WCAS CP IV Associates LLC, its General Partner
By:
Name:
Its:	Managing Member
FOXKIRK, LLC
By: NML Securities Holdings, LLC, its Sole Member
By: The Northwestern Mutual Life Insurance Company, its Sole Member
By:
Name:	Howard Stern
Its:	Its Authorized Representative

Signature page to Note Purchase Agreement

Annex I

Purchasers	Principal Amount of Note			Number of Shares of Common Stock
WCAS Capital Partners IV, L.P.		$	50,000,000		5,325
FOXKIRK, LLC		$	40,000,000		4,260

Signature page to Note Purchase Agreement

THE SECURITIES REPRESENTED HEREBY WERE ORIGINALLY ISSUED ON AUGUST 1, 2006 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

THIS DEBT INSTRUMENT IS BEING ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (“OID”) WITHIN THE MEANING OF SECTION 1273(a) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). THE HOLDER MAY OBTAIN THE “ISSUE PRICE”, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE “ISSUE DATE” AND THE YIELD TO MATURITY OF THIS DEBT INSTRUMENT BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO: MSG WC HOLDINGS CORP., C/O WELSH, CARSON, ANDERSON & STOWE, 320 PARK AVENUE, SUITE 2500, NEW YORK, NY 10022-6815.

No. 2 $40,000,000.00

MSG WC HOLDINGS CORP.
SENIOR SUBORDINATED NOTE DUE 2015

          This SENIOR SUBORDINATED NOTE (this “Note”) is one of a duly authorized issue of Notes of MSG WC Holdings Corp., a corporation duly organized and existing under the laws of the State of Delaware (together with any Successor Issuer pursuant to Article 4 of this Note, the “Issuer”), designated as its Senior Subordinated Notes Due 2015, in an aggregate principal amount of forty million U.S. Dollars ($40,000,000) (the “Notes”) issued pursuant to the Note Purchase Agreement, and is entitled to the benefits thereof.

          FOR VALUE RECEIVED, the Issuer promises to pay to Foxkirk, LLC, the holder hereof (“Foxkirk”), the principal sum of $40,000,000.00 (less any amount of such principal sum that has been paid prior to the Maturity Date) on the earlier to occur of (A) Maturity Date, or (B) any date required pursuant to Sections 4 or 7 of the Note Purchase Agreement.

          The Issuer promises to pay interest (each such payment, an “Interest Payment”) on the principal sum outstanding from time to time under this Note, as adjusted as described below (as so adjusted, the “Outstanding Principal Amount”), at the rate of 10% per annum (except as described below). Interest shall be cumulative, accrue daily from the Issue Date on the basis of six-month periods (or any fraction thereof) ending on June 30 and December 31 of each year (each an “Interest Period”). Except as described below, Interest Payments in respect of any Interest Period shall be due and payable in arrears on the last Business Day of each Interest Period (commencing with December 31, 2006), on the Maturity Date, and on any date required pursuant to Sections 4 or 7 of the Note Purchase Agreement (each, an “Interest Payment Date”).

          If an Interest Payment Date is not a Business Day, then the Interest Payment otherwise payable on such Interest Payment Date shall be due and payable on the Business Day

immediately following such Interest Payment Date. The interest payable on any Interest Payment Date shall be paid in cash on such Interest Payment Date; provided that (A) until the second anniversary of the Issue Date, or (B)(x) if any of the Senior Agreements prohibits any of the Borrowers (and/or any of its Subsidiaries) from paying a cash dividend to the Issuer or otherwise distributing or making funds available to the Issuer for purposes of enabling the Issuer to make any such cash payment, or (B)(y) if the Board of Directors of Issuer so decides in its sole and exclusive discretion (which decision may be revoked at any time), for any reason whatsoever, such interest shall be capitalized and payable at a rate of 12% per annum and the amount of such payment shall accrue and, on the applicable Interest Payment Date, be added to the Outstanding Principal Amount hereof for purposes of calculating the Interest Payments due on the succeeding Interest Payment Dates; and provided, further, that the foregoing proviso shall not apply to Catch-up Payments which shall be unconditionally payable in accordance with the terms of the Note. Any interest so accrued and added to the Outstanding Principal Amount hereof shall be paid in full, in cash, on the earliest to occur of (a) the Maturity Date, or (b) any date required pursuant to Section 4 or 7 of the Note Purchase Agreement.

          Any principal or accrued and unpaid interest (other than any such interest added to the Outstanding Principal Amount hereof pursuant to the fourth sentence of this paragraph) which is not paid when due shall bear interest, payable on demand, at a rate per annum equal to the otherwise applicable interest rate plus 2% (or, if less, the maximum interest rate then permitted by applicable law), compounded semi-annually, from the due date thereof (whether on an Interest Payment Date, at maturity, upon acceleration or otherwise) until the same is paid in full in cash.

          Notwithstanding anything to the contrary herein, on each Interest Payment Date commencing with the first such date following the fifth anniversary of the date of this Note, if the aggregate amount that would be includible in income of the Holder with respect to this Note for periods ending on or before such Interest Payment Date (within the meaning of Section 163(i) of the Code) (the “Aggregate Accrual”) would otherwise exceed the sum of (i) the aggregate amount of interest to be paid (within the meaning of Section 163(i) of the Code) under this Note on or before such Interest Payment Date (determined without regard to the amounts payable on such Interest Payment Date), and (ii) the product of (A) the issue price (as defined in Sections 1273(b) and 1274(a) of the Code) of this Note and (B) the yield to maturity (interpreted in accordance with Section 163(i) of the Code) of this Note (such sum, the “Maximum Accrual”), then the Borrower shall prepay on each such Interest Payment Date, in cash, a portion of the outstanding stated principal amount of this Note equal to the excess, if any, of the Aggregate Accrual over the Maximum Accrual (each, a “Catch-up Payment”), and the amount of such payment shall be treated for federal income tax purposes as an amount of interest to be paid (within the meaning of Section 163(i)(2)(B)(i) of the Code) under this Note.

          The Issuer shall have the right, subject to the applicable terms and conditions of the Senior Agreements, to redeem all or any portion of Outstanding Principal Amount at the Redemption Price, giving written notice with at least five (5) Business Days prior to the date of payment. The Outstanding Principal Amount shall be reduced in each case by the corresponding amount of the Redemption Price.

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          Interest will be computed on the basis of a 360-day year. Interest Payments will be paid to the Person in whose name this Note is registered on the records of the Issuer regarding registration and transfers of the Notes (together, the “Notes Register”) on the Business Day prior to the applicable payment date. The Issuer shall maintain the Notes Register at its principal office.

          This Note is subject to the following additional provisions:

ARTICLE 1
EXCHANGE

          This Note is exchangeable for an equal aggregate principal amount of Notes of different denominations (in integral multiples of $1,000 principal amount), as requested by the Holder surrendering the same. No service charge will be charged to the Holder for any registration, transfer or exchange.

ARTICLE 2
TRANSFERS

          Subject to WCAS CPIV’s written consent (which consent (a) may be withheld or conditioned in its sole discretion, and (b) shall not be required (x) for a transfer or assignment to any Person who is an Affiliate of the Holder or (y) at any time when WCAS CPIV and/or any Affiliate thereof does not collectively hold at least a majority of the principal amount of the Notes issued pursuant to the Note Purchase Agreement at the time outstanding) the Holder may transfer or assign this Note or any portion hereof and pledge, encumber and transfer its rights or interest in and to this Note or any portion hereof (a “Transfer”) to one or more Persons if such Transfer is made in compliance with all applicable federal and state securities laws. Each such permitted assignee, transferee and pledgee pursuant to a Transfer shall have all of the rights of the Holder under this Note. The Issuer agrees that in connection with any Transfer permitted pursuant to the terms hereof, the Issuer shall cause such Transfer to be reflected in the Notes Register upon being apprised of such Transfer, and all principal, interest and other amounts which are then, and thereafter become, due under this Note shall be paid to such permitted assignee, transferee or pledgee at the place and in the manner set forth in Section14.01. The Issuer may not assign this Note or any of its rights or obligations hereunder except as permitted under Article 4. This Note shall be binding upon the Issuer and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns. Prior to due presentment for Transfer of this Note, the Issuer may treat the Person in whose name this Note is duly registered on the Notes Register as the owner hereof for the purpose of receiving payment as herein provided and all other purposes, whether or not this Note be overdue, and the Issuer shall not be affected by notice to the contrary.

          Subject to WCAS CPIV’s written consent (which consent may be withheld or conditioned in its sole discretion), upon the request of any Holder, the Issuer shall promptly supply to the Holder or its prospective transferees all information regarding any of the Borrowers

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required to be delivered in connection with a Transfer pursuant to Rule I44A of the Securities and Exchange Commission.

          If the Note becomes eligible for sale pursuant to Rule 144(k) of the Securities and Exchange Commission, the Issuer shall, upon the request of the Holder and WCAS CPIV, remove the first sentence of the legends set forth on the face of this Note (the “Legends”).

ARTICLE 3
DEFINITIONS

          The following terms shall have the following meanings.

          “Act” shall have the meaning set forth in the Legends.

          “Borrowers” means, collectively, the US Borrowers and the UK Borrowers.

          “Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close.

          “Capital Securities” means, with respect to any Person, all shares, membership or other interests, participations, units or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued after the Issue Date.

          “Catch-up Payment” shall have the meaning set forth in the sixth paragraph of this Note.

          “Code” shall have the meaning set forth in the legends on this Note.

          “Governmental Authority” means the government of the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or similar body exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

          “Holder” means any Person in whose name the Notes are registered pursuant to the Note Purchase Agreement.

          “Indebtedness” shall have the meaning set forth in the Note Purchase Agreement.

          “Interest Payment” shall have the meaning set forth in the second paragraph of this Note.

          “Interest Payment Date” shall have the meaning set forth in the second paragraph of this Note.

          “Issuer” shall have the meaning set forth in the first paragraph of this Note.

          “Legends” shall have the meaning set forth in Article 2.

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          “Maturity Date” means February 1, 2015

          “Note” shall have the meaning set forth in the first paragraph of this Note.

          “Noteholders” means the registered holders from time to time of the Notes.

          “Note Purchase Agreement” means the Note Purchase Agreement dated as of August 1, 2006 between the Issuer, Foxkirk, LLC and WCAS CPIV (as amended, modified or otherwise supplemented from time to time).

          “Notes” shall have the meaning set forth in the first paragraph of this Note.

          “Notes Register” shall have the meaning set forth in the fourth paragraph of this Note.

          “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

          “OID” shall have the meaning set forth in the Legends.

          “Outstanding Principal Amount” shall have the meaning set forth in the second paragraph of this Note.

          “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

          “Redemption Price” means, in respect of any redemption of this Note, an amount equal to the principal amount subject to redemption plus accrued and unpaid interest on the then Outstanding Principal Amount (immediately prior to giving effect to the corresponding redemption).

          “Required Noteholders” means, as of any date, Noteholders holding at least a majority of the Outstanding Principal Amount of Notes outstanding on such date.

          “Senior Agreements” means, collectively: (i) the US Credit Agreement; (ii) the UK Credit Agreement; (iii) the Indenture governing the Senior Notes due 2014 between Mobile Services Group, Inc. and Mobile Storage Group, Inc. and Wells Fargo Bank, N.A., as Indenture Trustee; and (iv) and each guarantee, security agreement or other agreement or document entered into in connection therewith, in each case, as amended, increased, restated, supplemented, extended, modified, renewed, refunded, restructured, replaced or refinanced in whole or in part from time to time.

          “Subsidiary” means, with respect to any specified Person: (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business

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entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

          “Successor Issuer” shall have the meaning set forth in Article 4.

          “Transfer” shall have the meaning set forth in Article 2.

          “UK Borrowers” means Ravenstock MSG Limited, a company formed under the laws of England and Wales, and any other Person that becomes a “Borrower” pursuant to the UK Credit Agreement.

          “UK Credit Agreement” shall have the meaning set forth in the US Credit Agreement.

          “US Borrowers” means Mobile Storage Group, Inc., a Delaware corporation, and Mobile Services Group Inc., a Delaware corporation, and any other Person that becomes a “Borrower” pursuant to the US Credit Agreement.

          “US Credit Agreement” means the Credit Agreement, dated as of the Issue Date among the Issuer, the US Borrowers, as US Borrowers, MSG WC Intermediary Co., the various Financial institutions named therein as lenders, The CIT Group/Business Credit, Inc., as Administrative Agent, CIT Capital Securities LLC and Lehman Brothers Inc. as Joint Lead Arrangers, Lehman Brothers Inc. as Sole Bookrunner and Syndication Agent and Wachovia Bank, National Association as Documentation Agent.

          “Voting Securities” means, with respect to any Person, Capital Securities of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

          “WCAS CPIV” means WCAS Capital Partners IV, L.P., a Delaware limited partnership.

          Terms used and not otherwise defined herein shall have the meaning assigned to them in the Note Purchase Agreement.

ARTICLE 4
SUCCESSOR ISSUER; MERGER

          The Issuer will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all its assets to, any Person, other than in a transaction permitted pursuant to Section 6.1 of the Note Purchase Agreement.

          The resulting, surviving or transferee Person in any such transaction (“Successor Issuer”) will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Note, but the predecessor Issuer in the case of a conveyance, transfer or lease of all its

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assets or substantially all its assets will be released from its obligations under this Note, including without limitation the obligation to pay the principal of and interest on this Note.

ARTICLE 5
NO REISSUANCE OF NOTE

          No Notes acquired by the Issuer by reason of redemption, purchase, conversion or otherwise shall be reissued, and all such Notes shall be retired. No additional Notes (other than the Note issued pursuant to the terms of the Note Purchase Agreement) shall be authorized or issued without the consent of WCAS CPIV.

ARTICLE 6
OBLIGATIONS ABSOLUTE

          No provision of this Note shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place and rate, and in the manner, herein prescribed.

ARTICLE 7
WAIVERS OF DEMAND, ETC.

          The Issuer hereby expressly waives (to the extent permitted by applicable law) demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, bringing of suit and diligence in taking any action to collect amounts called for hereunder and will be directly and primarily liable for the payment of all sums owing and to be owing hereon, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for hereunder.

ARTICLE 8
REPLACEMENT NOTES

          In the event that the Holder notifies the Issuer that this Note has been lost, stolen or destroyed, a replacement Note identical in all respects to the original Note (except for registration number and Outstanding Principal Amount, if different than that shown on the original Note) shall be issued by the Issuer to the Holder; provided that the Holder executes and delivers to the Issuer an agreement reasonably satisfactory to the Issuer to indemnify the Issuer from any loss incurred by it in connection with such lost, stolen or destroyed Note.

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ARTICLE 9
PAYMENT OF EXPENSES

          The Issuer agrees to pay all reasonable expenses, including reasonable attorneys’ fees, which may be incurred by the Holder hereof in enforcing the provisions of this Note and/or collecting any amount due under this Note.

ARTICLE 10
SAVINGS CLAUSE

          In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

ARTICLE 11
ENTIRE AGREEMENT; AMENDMENTS

          This Note, the Note Purchase Agreement, the Senior Agreements and the other agreements referred to herein and therein constitute the full and entire understanding and agreement between the Issuer and the Holder with respect to the subject hereof. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than in accordance with the terms of the Note Purchase Agreement.

ARTICLE 12
NO WAIVER

          No failure on the part of the Holder to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Holder of any right, remedy or power hereunder preclude any other or future exercise of any other right, remedy or power. Each and every right, remedy or power hereby granted to the Holder or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Holder from time to time.

ARTICLE 13
NOTICES

          Unless otherwise provided herein, all notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid) or mailed to the recipient by

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certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent to the Issuer at the addresse indicated below:

MSG WC Holdings Corp. c/o Welsh, Carson, Anderson & Stowe 320 Park Avenue Suite 2500 New York, NY 10022
Facsimile: (212) 893-9575
Attention:	Sanjay Swani
	Michael Donovan
and to:
Kirkland & Ellis LLP 153 East 53rd Street New York, NY 10022
Facsimile:	(212) 446-6460
Attention:	Michael Movsovich, Esq.
	Christopher Butler, Esq.

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

          If to the Holder, to its address and facsimile number appearing in the Notes Register which, in the case of the initial Holder, shall be as set forth in Section 2.5 the Note Purchase Agreement, with copies to such Holder’s representatives as set forth in such section of the Note Purchase Agreement, or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

ARTICLE 14
HOME OFFICE PAYMENT; MISCELLANEOUS

          Section 14.01. Home Office Payment. The Issuer shall make all payments due on this Note in immediately available funds to a bank account of the Holder specified in writing by the Holder to the Issuer.

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          Section 14.02. Miscellaneous. Whenever the sense of this Note requires, words in the singular shall be deemed to include the plural and words in the plural shall be deemed to include the singular. Paragraph headings are for convenience only and shall not affect the meaning of this document.

ARTICLE 15
CHOICE OF LAW AND VENUE; WAIVER OF JURY TRIAL

          This Note shall be governed by and construed in accordance with the law of the State of New York. The Issuer and, by accepting this Note, the Holder hereby irrevocably consents to the jurisdiction of the United States District Court for the Southern District of New York or any New York State court sitting in New York City (and of the appropriate appellate courts therefrom) in any suit, action or proceeding seeking to enforce any provision of, or based on any suit, action or proceeding arising out of or in connection with, this Note or the transactions contemplated hereby and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Article 14 shall be deemed effective service of process on such party, EACH OF THE ISSUER AND, BY ACCEPTING THIS NOTE, THE HOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS NOTE.

[END OF PAGE]
[SIGNATURE PAGE FOLLOWS]

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SIGNATURE PAGE TO SENIOR SUBORDINATED NOTE DUE 2015

          IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed by its officer thereunto duly authorized.

Dated: August 1, 2006

MSG WC HOLDINGS CORP.
By:
	Name:	Christopher A. Wilson
	Title:	Assistant Secretary
	Address:	c/o Welsh, Carson, Anderson & Stowe 320 Park Avenue Suite 2500 New York, NY 10022-6815
	Telephone:	(212) 893-9500
	Facsimile:	(212) 893-9575

THE SECURITIES REPRESENTED HEREBY WERE ORIGINALLY ISSUED ON AUGUST 1, 2006 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

THIS DEBT INSTRUMENT IS BEING ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (“OID”) WITHIN THE MEANING OF SECTION 1273(a) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). THE HOLDER MAY OBTAIN THE “ISSUE PRICE”, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE “ISSUE DATE” AND THE YIELD TO MATURITY OF THIS DEBT INSTRUMENT BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO: MSG WC HOLDINGS CORP., C/O WELSH, CARSON, ANDERSON & STOWE, 320 PARK AVENUE, SUITE 2500, NEW YORK, NY 10022-6815.

No. 1 $50,000,000.00

MSG WC HOLDINGS CORP.
SENIOR SUBORDINATED NOTE DUE 2015

          This SENIOR SUBORDINATED NOTE (this “Note”) is one of a duly authorized issue of Notes of MSG WC Holdings Corp., a corporation duly organized and existing under the laws of the State of Delaware (together with any Successor Issuer pursuant to Article 4 of this Note, the “Issuer”), designated as its Senior Subordinated Notes Due 2015, in an aggregate principal amount of fifty million U.S. Dollars ($50,000,000.00) (the “Notes”) issued pursuant to the Note Purchase Agreement, and is entitled to the benefits thereof.

          FOR VALUE RECEIVED, the Issuer promises to pay to WCAS Capital Partners IV, L.P., the holder hereof (“WCAS CPIV”), the principal sum of $50,000,000.00 (less any amount of such principal sum that has been paid prior to the Maturity Date) on the earlier to occur of (A) Maturity Date, or (B) any date required pursuant to Sections 4 or 7 of the Note Purchase Agreement.

          The Issuer promises to pay interest (each such payment, an “Interest Payment”) on the principal sum outstanding from time to time under this Note, as adjusted as described below (as so adjusted, the “Outstanding Principal Amount”), at the rate of 10% per annum (except as described below). Interest shall be cumulative, accrue daily from the Issue Date on the basis of six-month periods (or any fraction thereof) ending on June 30 and December 31 of each year (each an “Interest Period”). Except as described below, Interest Payments in respect of any Interest Period shall be due and payable in arrears on the last Business Day of each Interest Period (commencing with December 31, 2006), on the Maturity Date, and on any date required pursuant to Sections 4 or 7 of the Note Purchase Agreement (each, an “Interest Payment Date”).

          If an Interest Payment Date is not a Business Day, then the Interest Payment otherwise payable on such Interest Payment Date shall be due and payable on the Business Day immediately following such Interest Payment Date. The interest payable on any Interest Payment Date shall be paid in cash on such Interest Payment Date; provided that (A) until the second anniversary of the Issue Date, or (B)(x) if any of the Senior Agreements prohibits any of the Borrowers (and/or any of its Subsidiaries) from paying a cash dividend to the Issuer or otherwise distributing or making funds available to the Issuer for purposes of enabling the Issuer to make any such cash payment, or (B)(y) if the Board of Directors of Issuer so decides in its sole and exclusive discretion (which decision may be revoked at any time), for any reason whatsoever, such interest shall be capitalized and payable at a rate of 12% per annum and the amount of such payment shall accrue and, on the applicable Interest Payment Date, be added to the Outstanding Principal Amount hereof for purposes of calculating the Interest Payments due on the succeeding Interest Payment Dates; and provided, further, that the foregoing proviso shall not apply to Catch-up Payments which shall be unconditionally payable in accordance with the terms of the Note. Any interest so accrued and added to the Outstanding Principal Amount hereof shall be paid in full, in cash, on the earliest to occur of (a) the Maturity Date, or (b) any date required pursuant to Section 4 or 7 of the Note Purchase Agreement.

          Any principal or accrued and unpaid interest (other than any such interest added to the Outstanding Principal Amount hereof pursuant to the fourth sentence of this paragraph) which is not paid when due shall bear interest, payable on demand, at a rate per annum equal to the otherwise applicable interest rate plus 2% (or, if less, the maximum interest rate then permitted by applicable law), compounded semi-annually, from the due date thereof (whether on an Interest Payment Date, at maturity, upon acceleration or otherwise) until the same is paid in full in cash.

          Notwithstanding anything to the contrary herein, on each Interest Payment Date commencing with the first such date following the fifth anniversary of the date of this Note, if the aggregate amount that would be includible in income of the Holder with respect to this Note for periods ending on or before such Interest Payment Date (within the meaning of Section 163(i) of the Code) (the “Aggregate Accrual”) would otherwise exceed the sum of (i) the aggregate amount of interest to be paid (within the meaning of Section 163(i) of the Code) under this Note on or before such Interest Payment Date (determined without regard to the amounts payable on such Interest Payment Date), and (ii) the product of (A) the issue price (as defined in Sections 1273(b) and 1274(a) of the Code) of this Note and (B) the yield to maturity (interpreted in accordance with Section 163(i) of the Code) of this Note (such sum, the “Maximum Accrual”), then the Borrower shall prepay on each such Interest Payment Date, in cash, a portion of the outstanding stated principal amount of this Note equal to the excess, if any, of the Aggregate Accrual over the Maximum Accrual (each, a “Catch-up Payment”), and the amount of such payment shall be treated for federal income tax purposes as an amount of interest to be paid (within the meaning of Section 163(i)(2)(B)(i) of the Code) under this Note.

          The Issuer shall have the right, subject to the applicable terms and conditions of the Senior Agreements, to redeem all or any portion of Outstanding Principal Amount at the Redemption Price, giving written notice with at least five (5) Business Days prior to the date of payment. The Outstanding Principal Amount shall be reduced in each case by the corresponding amount of the Redemption Price.

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          Interest will be computed on the basis of a 360-day year. Interest Payments will be paid to the Person in whose name this Note is registered on the records of the Issuer regarding registration and transfers of the Notes (together, the “Notes Register”) on the Business Day prior to the applicable payment date. The Issuer shall maintain the Notes Register at its principal office.

          This Note is subject to the following additional provisions:

ARTICLE 1
EXCHANGE

          This Note is exchangeable for an equal aggregate principal amount of Notes of different denominations (in integral multiples of $1,000 principal amount), as requested by the Holder surrendering the same. No service charge will be charged to the Holder for any registration, transfer or exchange.

ARTICLE 2
TRANSFERS

          Subject to WCAS CPIV’s written consent (which consent (a) may be withheld or conditioned in its sole discretion, and (b) shall not be required (x) for a transfer or assignment to any Person who is an Affiliate of the Holder or (y) at any time when WCAS CPIV and/or any Affiliate thereof does not collectively holds at least a majority of the principal amount of the Notes issued pursuant to the Note Purchase Agreement at the time outstanding) the Holder may transfer or assign this Note or any portion hereof and pledge, encumber and transfer its rights or interest in and to this Note or any portion hereof (a “Transfer”) to one or more Persons if such Transfer is made in compliance with all applicable federal and state securities laws. Each such permitted assignee, transferee and pledgee pursuant to a Transfer shall have all of the rights of the Holder under this Note. The Issuer agrees that in connection with any Transfer permitted pursuant to the terms hereof, the Issuer shall cause such Transfer to be reflected in the Notes Register upon being apprised of such Transfer, and all principal, interest and other amounts which are then, and thereafter become, due under this Note shall be paid to such permitted assignee, transferee or pledgee at the place and in the manner set forth in Section 14.01. The Issuer may not assign this Note or any of its rights or obligations hereunder except as permitted under Article 4. This Note shall be binding upon the Issuer and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns. Prior to due presentment for Transfer of this Note, the Issuer may treat the Person in whose name this Note is duly registered on the Notes Register as the owner hereof for the purpose of receiving payment as herein provided and all other purposes, whether or not this Note be overdue, and the Issuer shall not be affected by notice to the contrary.

          Subject to WCAS CPIV’s written consent (which consent may be withheld or conditioned in its sole discretion), upon the request of any Holder, the Issuer shall promptly supply to the Holder or its prospective transferees all information regarding any of the Borrowers

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required to be delivered in connection with a Transfer pursuant to Rule 144A of the Securities and Exchange Commission.

          If the Note becomes eligible for sale pursuant to Rule 144(k) of the Securities and Exchange Commission, the Issuer shall, upon the request of the Holder and WCAS CPIV, remove the first sentence of the legends set forth on the face of this Note (the “Legends”).

ARTICLE 3
DEFINITIONS

          The following terms shall have the following meanings.

          “Act” shall have the meaning set forth in the Legends.

          “Borrowers” means, collectively, the US Borrowers and the UK Borrowers.

          “Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close.

          “Capital Securities” means, with respect to any Person, all shares, membership or other interests, participations, units or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued after the Issue Date.

          “Catch-up Payment” shall have the meaning set forth in the sixth paragraph of this Note.

          “Code” shall have the meaning set forth in the legends on this Note.

          “Governmental Authority” means the government of the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or similar body exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

          “Holder” means any Person in whose name the Notes are registered pursuant to the Note Purchase Agreement.

          “Indebtedness” shall have the meaning set forth in the Note Purchase Agreement.

          “Interest Payment” shall have the meaning set forth in the second paragraph of this Note.

          “Interest Payment Date” shall have the meaning set forth in the second paragraph of this Note.

          “Issuer” shall have the meaning set forth in the first paragraph of this Note.

          “Legends” shall have the meaning set forth in Article 2.

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          “Maturity Date” means February 1, 2015

          “Note” shall have the meaning set forth in the first paragraph of this Note.

          “Noteholders” means the registered holders from time to time of the Notes.

          “Note Purchase Agreement” means the Note Purchase Agreement dated as of August 1, 2006 between the Issuer, Foxkirk, LLC and WCAS CPIV (as amended, modified or otherwise supplemented from time to time).

          “Notes” shall have the meaning set forth in the first paragraph of this Note.

          “Notes Register” shall have the meaning set forth in the fourth paragraph of this Note.

          “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

          “OID” shall have the meaning set forth in the Legends.

          “Outstanding Principal Amount” shall have the meaning set forth in the second paragraph of this Note.

          “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

          “Redemption Price” means, in respect of any redemption of this Note, an amount equal to the principal amount subject to redemption plus accrued and unpaid interest on the then Outstanding Principal Amount (immediately prior to giving effect to the corresponding redemption).

          “Required Noteholders” means, as of any date, Noteholders holding at least a majority of the Outstanding Principal Amount of Notes outstanding on such date.

          “Senior Agreements” means, collectively: (i) the US Credit Agreement; (ii) the UK Credit Agreement; (iii) the Indenture governing the Senior Notes due 2014 between Mobile Services Group, Inc. and Mobile Storage Group, Inc. and Wells Fargo Bank, N.A., as Indenture Trustee; and (iv) and each guarantee, security agreement or other agreement or document entered into in connection therewith, in each case, as amended, increased, restated, supplemented, extended, modified, renewed, refunded, restructured, replaced or refinanced in whole or in part from time to time.

          “Subsidiary” means, with respect to any specified Person: (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business

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entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

          “Successor Issuer” shall have the meaning set forth in Article 4.

          “Transfer” shall have the meaning set forth in Article 2.

          “UK Borrowers” means Ravenstock MSG Limited, a company formed under the laws of England and Wales, and any other Person that becomes a “Borrower” pursuant to the UK Credit Agreement.

          “UK Credit Agreement” shall have the meaning set forth in the US Credit Agreement.

          “US Borrowers” means Mobile Storage Group, Inc., a Delaware corporation, and Mobile Services Group Inc., a Delaware corporation, and any other Person that becomes a “Borrower” pursuant to the US Credit Agreement.

          “US Credit Agreement” means the Credit Agreement, dated as of the Issue Date among the Issuer, the US Borrowers, as US Borrowers, MSG WC Intermediary Co., the various financial institutions named therein as lenders, The CIT Group/Business Credit, Inc., as Administrative Agent, CIT Capital Securities LLC and Lehman Brothers Inc. as Joint Lead Arrangers, Lehman Brothers Inc. as Sole Bookrunner and Syndication Agent and Wachovia Bank, National Association as Documentation Agent.

          “Voting Securities” means, with respect to any Person, Capital Securities of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

          “WCAS CPIV” means WCAS Capital Partners IV, L.P., a Delaware limited partnership.

          Terms used and not otherwise defined herein shall have the meaning assigned to them in the Note Purchase Agreement.

ARTICLE 4
SUCCESSOR ISSUER; MERGER

          The Issuer will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all its assets to, any Person, other than in a transaction permitted pursuant to Section 6.1 of the Note Purchase Agreement.

          The resulting, surviving or transferee Person in any such transaction (“Successor Issuer”) will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Note, but the predecessor Issuer in the case of a conveyance, transfer or lease of all its

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assets or substantially all its assets will be released from its obligations under this Note, including without limitation the obligation to pay the principal of and interest on this Note.

ARTICLE 5
NO REISSUANCE OF NOTE

          No Notes acquired by the Issuer by reason of redemption, purchase, conversion or otherwise shall be reissued, and all such Notes shall be retired. No additional Notes (other than the Note issued pursuant to the terms of the Note Purchase Agreement) shall be authorized or issued without the consent of WCAS CPIV.

ARTICLE 6
OBLIGATIONS ABSOLUTE

          No provision of this Note shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place and rate, and in the manner, herein prescribed.

ARTICLE 7
WAIVERS OF DEMAND, ETC.

          The Issuer hereby expressly waives (to the extent permitted by applicable law) demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, bringing of suit and diligence in taking any action to collect amounts called for hereunder and will be directly and primarily liable for the payment of all sums owing and to be owing hereon, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for hereunder.

ARTICLE 8
REPLACEMENT NOTES

          In the event that the Holder notifies the Issuer that this Note has been lost, stolen or destroyed, a replacement Note identical in all respects to the original Note (except for registration number and Outstanding Principal Amount, if different than that shown on the original Note) shall be issued by the Issuer to the Holder; provided that the Holder executes and delivers to the Issuer an agreement reasonably satisfactory to the Issuer to indemnify the Issuer from any loss incurred by it in connection with such lost, stolen or destroyed Note.

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ARTICLE 9
PAYMENT OF EXPENSES

          The Issuer agrees to pay all reasonable expenses, including reasonable attorneys’ fees, which may be incurred by the Holder hereof in enforcing the provisions of this Note and/or collecting any amount due under this Note.

ARTICLE 10
SAVINGS CLAUSE

          In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

ARTICLE 11
ENTIRE AGREEMENT; AMENDMENTS

          This Note, the Note Purchase Agreement, the Senior Agreements and the other agreements referred to herein and therein constitute the full and entire understanding and agreement between the Issuer and the Holder with respect to the subject hereof. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than in accordance with the terms of the Note Purchase Agreement.

ARTICLE 12
NO WAIVER

          No failure on the part of the Holder to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Holder of any right, remedy or power hereunder preclude any other or future exercise of any other right, remedy or power. Each and every right, remedy or power hereby granted to the Holder or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Holder from time to time.

ARTICLE 13
NOTICES

          Unless otherwise provided herein, all notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid) or mailed to the recipient by

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certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent to the Issuer at the addresse indicated below:

MSG WC Holdings Corp.
c/o Welsh, Carson, Anderson & Stowe
320 Park Avenue
Suite 2500
New York, NY 10022
Facsimile: (212) 893-9575
Attention:	Sanjay Swani
	Michael Donovan
and to:
Kirkland & Ellis LLP
153 East 53rd Street
New York, NY 10022
Facsimile:	(212) 446-6460
Attention:	Michael Movsovich, Esq.
	Christopher Butler, Esq.

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

          If to the Holder, to its address and facsimile number appearing in the Notes Register which, in the case of the initial Holder, shall be as set forth in Section 2.5 the Note Purchase Agreement, with copies to such Holder’s representatives as set forth in such section of the Note Purchase Agreement, or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

ARTICLE 14
HOME OFFICE PAYMENT; MISCELLANEOUS

          Section 14.01. Home Office Payment. The Issuer shall make all payments due on this Note immediately available funds to a bank account of the Holder specified in writing by the Holder to the Issuer.

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          Section 14.02. Miscellaneous. Whenever the sense of this Note requires, words in the singular shall be deemed to include the plural and words in the plural shall be deemed to include the singular. Paragraph headings are for convenience only and shall not affect the meaning of this document.

ARTICLE 15
CHOICE OF LAW AND VENUE; WAIVER OF .JURY TRIAL

          This Note shall be governed by and construed in accordance with the law of the State of New York. The Issuer and, by accepting this Note, the Holder hereby irrevocably consents to the jurisdiction of the United States District Court for the Southern District of New York or any New York State court sitting in New York City (and of the appropriate appellate courts therefrom) in any suit, action or proceeding seeking to enforce any provision of, or based on any suit, action or proceeding arising out of or in connection with, this Note or the transactions contemplated hereby and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Article 14 shall be deemed effective service of process on such party. EACH OF THE ISSUER AND, BY ACCEPTING THIS NOTE, THE HOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL, BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS NOTE.

[END OF PAGE]
[SIGNATURE PAGE FOLLOWS]

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SIGNATURE PAGE TO SENIOR SUBORDINATED NOTE DUE 2015

          IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed by its officer thereunto duly authorized.

Dated: August 1, 2006

MSG WC HOLDINGS CORP.
By:
	Name:	Christopher A. Wilson
	Title:	Assistant Secretary
	Address:	c/o Welsh, Carson,
		Anderson & Stowe 320 Park Avenue Suite 2500 New York, NY 10022-6815
	Telephone:	(212) 893-9500
	Facsimile:	(212) 893-9575

EX-4.5

Exhibit 4.5

EXECUTION COPY

MSG WC HOLDINGS CORP.

STOCKHOLDERS AGREEMENT

                    THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of August 1, 2006 by and among (i) MSG WC Holdings Corp., a Delaware corporation (the “Company”), (ii) Welsh, Carson, Anderson & Stowe X, L.P., a Delaware limited partnership (“WCAS X”), (iii) WCAS Capital Partners IV, L.P., a Delaware limited partnership (“CP IV”), (iv) WCAS Management Corporation, a Delaware corporation (“WCAS Management Corporation”), (v) de Nicola Holdings, L.P. (together with WCAS X, CP IV and WCAS Management Corporation, the “WCAS Investors”), (vi) the Persons set forth on Schedule Aattached hereto as Co-Investors (the “Co-Investors”), (vii) the Persons set forth on Schedule A attached hereto as Management Stockholders (the “Management Stockholders” and together with the WCAS Investors and the Co-Investors, the “Initial Stockholders”), and (viii) each holder of Acquired Securities after the date hereof (individually, an “Additional Stockholder” and collectively the “Additional Stockholders”, together with the Initial Stockholders, the “Stockholders”, and each individually, a “Stockholder”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 1 hereof.

                    WHEREAS, the WCAS Investors, the Co-Investors and certain Management Stockholders shall purchase or acquire shares of Common Stock pursuant to a stock purchase agreement between such purchasers and the Company dated as of the date hereof (as such agreement may be amended or otherwise modified from time to time, the “Purchase Agreement”) and the Company has granted options to purchase shares of Common Stock to certain Management Stockholders pursuant to option agreements dated as of the date hereof (the “Option Agreements”); and

                    WHEREAS, the Company and the Stockholders desire to enter into this Agreement for the purposes, among others, of (i) establishing the composition of the Company’s Board of Directors (the “Board”), (ii) assuring continuity in the management and ownership of the Company and (iii) limiting the manner and terms by which the Stockholder Shares may be transferred. The execution and delivery of this Agreement is a condition to each purchaser’s purchase of the Common Stock pursuant to the Purchase Agreement.

                    NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

                    1. Definitions.

                    “Acquired Securities” has the meaning set forth in Section 13.

                    “Additional Stockholder” has the meaning set forth in the preamble.

                    “Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession,

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directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise (provided that the Company or any of its Subsidiaries shall not be deemed an Affiliate of any Stockholder).

                    “Agreement” has the meaning set forth in the preamble.

                    “Approved Sale” has the meaning set forth in Section 9.

                    “Attorney-In-Fact” has the meaning set forth in Section 3.

                    “Board” has the meaning set forth in the preamble.

                    “Co-Investors” has the meaning set forth in the preamble.

                    “Common Stock” means the Company’s Common Stock, par value $0.01 per share.

                    “Company” has the meaning set forth in the preamble.

                    ‘‘Electing Offeree” has the meaning set forth in Section 5(a)(ii).

                    “Election Notice” has the meaning set forth in Section 5(a)(ii).

                    “Election Period” has the meaning set forth in Section 5(a)(ii).

                    “Equity Securities” of a Person means, as applicable, (i) any capital stock, membership interests or other share capital of such Person, (ii) any securities of such Person, directly or indirectly convertible into or exchangeable for any capital stock, membership interests or other share capital of such Person or containing any profit participation features with respect to such Person, (iii) any rights or options directly or indirectly to subscribe for or to purchase any capital stock, membership interests, other share capital of such Person or securities containing any profit participation features with respect to such Person or directly or indirectly to subscribe for or to purchase any securities directly or indirectly convertible into or exchangeable for any capital stock, membership interests, other share capital of such Person or securities containing any profit participation features with respect to such Person, (iv) any share appreciation rights, phantom share rights or other similar rights relating to such Person, or (v) any Equity Securities of such Person issued or issuable with respect to the securities referred to in clauses (i) through (iv) above in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

                    “Exempt Transfer” means any Transfer pursuant to a Public Sale.

                    “Family Group” means, with respect to any natural person, such person’s spouse, ancestors and descendants (whether natural or adopted) and any trust or other entity (including a partnership or limited liability company) solely for the benefit of such person and/or such person’s spouse, their respective ancestors and/or descendants.

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                    “First Refusal Notice” has the meaning set forth in Section 5(a)(i).

                     “Independent Third Party” means any Person who, immediately prior to the contemplated transaction, (i) does not own in excess of five percent (5%) of the Common Stock on a fully-diluted basis (any Person owning in excess of five percent (5%) of the Common Stock on a fully-diluted basis being referred to herein as a “5% Owner”), (ii) is not an Affiliate of any such 5% Owner or any WCAS Investor, and (iii) is not a member of the Family Group of any such 5% Owner.

                    “Initial Public Offering” means an initial public offering of shares of Common Stock registered under the Securities Act.

                    “Initial Stockholders” has the meaning set forth in the preamble.

                    “Management Services Agreement” means the Management Services Agreement, dated as of the date hereof, by and among the Company, Mobile Services Group, Inc. and WCAS Management Corporation, as such agreement may be amended or otherwise modified from time to time.

                    “Management Stockholders” has the meaning set forth in the preamble.

                    “Maximum Amount” has the meaning set forth in Section 11.

                    “Merger Agreement” means the Agreement and Plan of Merger, dated as of May 24, 2006, by and among the Company, MSG WC Acquisition Corp., Mobile Services Group and Windward Capital Management, LLC (as stockholder representative), as such agreement may be amended or otherwise modified from time to time.

                    “Mobile Services Group” means Mobile Services Group, Inc., a Delaware corporation.

                    “Mobile Storage Group” means Mobile Storage Group, Inc., a Delaware corporation.

                    “MSG WC Intermediary” means MSG WC Intermediary Co., a Delaware corporation.

                    “Offered Securities” has the meaning set forth in Section 10(a).

                     “Offerees” has the meaning set forth in Section 5(a)(i).

                    “Option Agreements” has the meaning set forth in the recitals.

                     “Option Period” has the meaning set forth in Section 11.

                    “Other Stockholders” has the meaning set forth in Section 5(b).

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                    “Permitted Issuance” means any issuance of Equity Securities (i) to any director, prospective director, employee, prospective employee or consultant of or to the Company or any of its Subsidiaries pursuant to the Company’s 2006 Stock Option Plan, any other equity incentive plan approved by the Board or any benefit plan approved by the Board not made for the purpose of raising capital, (ii) as a stock dividend or other pro rata distribution or upon any subdivision, split or combination of outstanding Stockholder Shares, (iii) pursuant to an Initial Public Offering, (iv) issued as consideration in any merger, acquisition or joint venture with another business enterprise approved by the Board and the WCAS Majority Holders, not made for the purpose of raising capital, (v) by any Subsidiary of the Company to the Company or to any other Subsidiary of the Company, (vi) to any debt financing source of the Company (so long as such source is not an Affiliate of the Company (excluding CP IV and any of its Affiliates, but including WCAS X) or holder of ten percent (10%) or more of any class of Equity Securities of the Company and such debt financing is approved by the Board), in connection with a so-called “equity-kicker,” and (vii) upon conversion, exchange or redemption of any outstanding convertible or exchangeable securities issued in accordance with the terms of this Agreement and the terms of such securities.

                    “Permitted Transferee” has the meaning set forth in Section 5(c).

                    “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

                    “PR Notice” has the meaning set forth in Section 10(a).

                    “Public Sale” means any sale of Stockholder Shares to the public pursuant to an effective registration statement or to the public through a broker, dealer or market maker on a securities exchange or in the over-the-counter market pursuant to the provisions of Rule 144 (if such rule is available) adopted under the Securities Act (or any other similar rule or rules then in effect); provided, that a Public Sale shall not include an offering made in connection with a business acquisition or combination pursuant to a registration statement on Form S-4 or any similar form, or an employee benefit plan pursuant to a registration statement on Form S-8 or any similar form.

                    “Purchase Agreement” has the meaning set forth in the recitals.

                    “Purchasing Holder” has the meaning set forth in Section 10(e).

                    “Sale Notice” has the meaning set forth in Section 5(b).

                    “Sale of the Company” means the sale of the Company, including in one transaction or a series of related transactions, to an Independent Third Party or group of Independent Third Parties pursuant to which such party or parties acquire (i) Equity Securities of the Company representing more than 50% of the voting power of all outstanding voting equity interests (whether by way of merger or consolidation or otherwise), together with the loss by

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WCAS X and its Affiliates, collectively, to elect a majority of the Board, or (ii) all or substantially all of the assets of the Company and its Subsidiaries determined on a consolidated basis.

                    “SEC” means the Securities and Exchange Commission.

                    “Securities Act” means the Securities Act of 1933, as amended from time to time.

                    “Selling Investor Stockholder” has the meaning set forth in Section 5(b).

                    “Stockholder Shares” means (i) any Common Stock issued to or acquired by the Stockholders on or after the date hereof and (ii) any Equity Securities of the Company issued or issuable directly or indirectly with respect to the securities referred to in clause (i) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular shares constituting Stockholder Shares, such shares will cease to be Stockholder Shares when they have been sold in a Public Sale. For purposes of this Agreement, except as otherwise set forth herein, a Person will be deemed to be a holder of Stockholder Shares whenever such Person has the right to acquire directly or indirectly such Stockholder Shares (upon conversion or exercise (without duplication) in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected.

                    “Stockholders” has the meaning set forth in the preamble.

                    “Sub Board” has the meaning set forth in Section 2(a).

                    “Sub Debt” means the indebtedness under the Note Purchase Agreement, dated as of the date hereof, by and among the Company and the purchasers party thereto, as such agreement may be amended or otherwise modified from time to time.

                    “Subject Shares” has the meaning set forth in Section 5(a)(i).

                    “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the limited liability company, partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such limited liability company, partnership, association or other business entity.

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                    “Transaction Documents” means (i) this Agreement, (ii) the Merger Agreement, (iii) the Management Services Agreement, (iv) the Registration Agreement, dated as of the date hereof, between the Company and the Stockholders, (v) the Purchase Agreement, (vi) the Amended and Restated Certificate of Incorporation of the Company, (vii) the Employment Agreements, dated as of the date hereof, between the Company and certain Management Stockholders, and (viii) the Option Agreements.

                    “Transfer” has the meaning set forth in Section 5.

                    “Transferring Stockholder” has the meaning set forth in Section 5(a)(i).

                    “WCAS Directors” has the meaning set forth in Section 2(a).

                    “WCAS Investors” has the meaning set forth in the preamble.

                    “WCAS Majority Holders” means a Stockholder or Stockholders which holds or hold, as the case may be, a majority of the WCAS Shares.

                    “WCAS Purchase Right” has the meaning set forth in Section 11.

                    “WCAS Shares” means any of the Stockholder Shares held by the WCAS Investors or any of their Affiliates, and any other Person to whom such shares are transferred.

                    “WCAS X” has the meaning set forth in the preamble.

                    “Wholly-Owned Subsidiary” means, with respect to any Person, a Subsidiary of which all of the outstanding capital stock or other ownership interests are owned by such Person or another Wholly-Owned Subsidiary of such Person.

                    2. Board of Directors.

                    (a) Until the provisions of this Section 2 cease to be effective, each Stockholder shall vote all of his, her or its Stockholder Shares which are voting shares and any other voting securities of the Company over which such Stockholder has voting control and, to the extent permitted by applicable law, shall take all other necessary or desirable actions within his, her or its control (whether in such Stockholder’s capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings, but which shall not include converting or exercising any securities or option convertible or exercisable for voting shares), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that:

                    (i) the Board, and the boards of directors of each of MSG WC Intermediary, Mobile Services Group, and Mobile Storage Group, shall be comprised of at least five (5) and up to nine (9) directors or such other maximum number, not less than five (5), determined by the WCAS Majority Holders from time to time;

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(ii) the following individuals shall be elected to the Board:
	(A) the then duly elected and acting chief executive officer of the Company, who initially shall be Douglas A. Waugaman;
	(B) up to six (6) representatives designated by the WCAS Majority Holders, four (4) of whom initially shall be Anthony J. de Nicola, Ronald Valenta and James Robertson;
	(C) one (1) representative designated by WCAS X who initially shall be Sanjay Swani; and
	(D) one (1) representative designated by CP IV who initially shall be Michael Donovan (such representative, and the representatives referred to in Sections 2(a)(ii)(B) and 2(a)(ii)(C), the “WCAS Directors”);
(iii) at all times, the board of directors of each of the Company’s Subsidiaries (a “Sub Board”), except for the Sub Board of LIKO Luxembourg International S.à.r.l., shall be comprised of (A) two (2) representatives designated by the WCAS Majority Holders, who shall initially be Sanjay Swani and Michael Donovan and (B) the Company’s CEO, who shall initially be Douglas A. Waugaman;
(iv) the Sub Board of LIKO Luxembourg International S.a.r.1. shall be comprised of (A) two (2) managers of Category A, who shall initially be Dominique Ransquin and Romain Thillens and (B) three (3) managers of Category B, who shall be comprised of (x) two (2) representatives designated by the WCAS Majority Holders, who shall initially be Sanjay Swani and Michael Donovan and (y) the Company’s Assistant Secretary, who shall initially be Christopher Wilson;
(v) any committees of the Board or a Sub Board shall be created only upon the approval of a majority of the members of the Board and the composition of each such committee shall, except as provided below, be proportionately equivalent to that of the Board; provided, that any such committee shall include at least one (1) WCAS Director, unless no such director is willing to serve on such committee;
(vi) any director other than the CEO shall be removed from the Board, a Sub Board or any committee thereof (with or without cause) at the written request of the stockholder or Stockholders who has or have, as the case may be, the right to designate such director hereunder, but only upon such written request and under no other circumstances (in each case, determined on the basis of a vote or consent of the relevant Stockholders); provided, that if any director elected pursuant to subparagraph (ii)(A) above ceases to be an employee of the Company and its Subsidiaries, he shall be removed as a director promptly after his employment ceases;
(vii) in the event that any representative designated hereunder ceases to serve as a member of the Board or a Sub Board during his term of office, the resulting vacancy on the Board or the Sub Board shall be filled by a representative designated by

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the Stockholder or Stockholders who has or have, as the case may be, the right to designate the director who ceases to serve;

                    (viii) a quorum for a meeting of the Board, any Sub Board or committee of the Board or any Sub Board shall not exist unless at least one (1) WCAS Director is present in person or by proxy, and in the case of the Executive Committee, at least two (2) WCAS Directors;

                    (ix) the Board shall establish and at all times maintain a Compensation Committee and an Audit Committee composed of such directors as are designated by the Executive Committee; and

                    (x) the Board shall establish and at all times maintain an Executive Committee consisting of five (5) directors, composed of the then duly elected and acting chief executive officer of the Company (who shall initially be Douglas A. Waugaman), the director designated by WCAS X (who shall initially be Sanjay Swani), the director designated by CP IV (who shall initially be Michael Donovan) and two (2) directors designated by the WCAS Majority Holders (who shall initially be Anthony J. de Nicola and Jim Martell), and provided that the prior written approval of the Executive Committee will be required with respect to any action set forth on Exhibit A hereto proposed to be taken by the Company or any of its Subsidiaries.

                    (b) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with attending the meetings of the Board, any Sub Board and any committee thereof.

                    (c) In the event that any provision of the Company’s bylaws or certificate of incorporation is inconsistent with any provision of this Section 2, the Stockholders shall take such action as may be necessary to amend any such provision in the Company’s bylaws or certificate of incorporation to remedy such inconsistency.

                    (d) If any party fails to designate a representative to fill a directorship pursuant to the terms of this Section 2, such directorship shall remain vacant until such party exercises its right to designate a director hereunder.

                    3. Irrevocable Proxy. In order to secure each Stockholder’s obligation to vote his, her or its Stockholder Shares and other voting securities of the Company in accordance with the provisions of Sections 2 and 9 hereof, each Stockholder hereby appoints each of Sanjay Swani and Michael Donovan (each, an “Attorney-In-Fact”) as such Stockholder’s true and lawful proxy and attorney-in-fact, with full power of substitution, to (i) vote all of his, her or its Stockholder Shares and other voting securities of the Company for the election and/or removal of directors and all such other matters as expressly provided for in Sections 2 and 9 and (ii) execute any documents in order to effect an Approved Sale (as defined below) as provided for in Section 9. Each Attorney-In-Fact may exercise the irrevocable proxy granted to him hereunder at any time any Stockholder fails to comply with the provisions of this Agreement. The proxies and powers granted by each Stockholder pursuant to this Section 3 are coupled with an interest and

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are given to secure the performance of each Stockholder’s obligations under this Agreement. Such proxies and powers shall be irrevocable and shall survive the death, incompetency, disability, bankruptcy or dissolution of such Stockholder and the subsequent holders of his, her or its Stockholder Shares.

                    4. Representations and Warranties. Each Stockholder represents and warrants that (i) effective as of the date hereof such Stockholder is the record owner of the number of Stockholder Shares set forth opposite its name on Schedule A attached hereto (assuming all options therefore have become fully vested), free and clear of all liens and encumbrances, (ii) this Agreement has been duly authorized, executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable in accordance with its terms, and (iii) such Stockholder has not granted and is not a party to any proxy, voting trust or other agreement which is inconsistent with, conflicts with or violates any provision of this Agreement. No holder of Stockholder Shares shall grant any proxy or become party to any voting trust or other agreement which is inconsistent with, conflicts with or violates any provision of this Agreement.

                    5. Restrictions on Transfer of Stockholder Shares. Subject to Section 6, no Management Stockholder or Co-Investor shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in his, her or its Stockholder Shares (a “Transfer”) at any time without the prior written consent of the WCAS Majority Holders (such consent not to be unreasonably withheld in the event that a Management Stockholder intends to make a Transfer of Stockholder Shares in order to address an extreme, demonstrable and extraordinary financial need), except pursuant to the provisions of Section 5(c) (Permitted Transfers), or Section 9 (Sale of the Company) or pursuant to a Public Sale in connection with or following an Initial Public Offering. Each WCAS Investor may Transfer his or its Stockholder Shares, subject to Section 5(b). No Stockholder shall consummate any Transfer (other than in connection with a Public Sale as contemplated above) until 30 days after the later to occur of the delivery to the Company and the other Stockholders of such Stockholder’s (i) First Refusal Notice or (ii) Sale Notice (if any), unless the parties to the Transfer have been finally determined pursuant to this Section 5 prior to the expiration of such 
30-day period.

                    (a) First Refusal Right.

                    (i) Subject to Sections 5(c) and 6, to the extent the WCAS Majority Holders consent to such Transfer, at least 30 days prior to any Transfer of any Stockholder Shares (other than an Exempt Transfer or a Transfer pursuant to a Sale of the Company) by a Management Stockholder or Co-Investor, the transferring Management Stockholder or Co-Investor (the “Transferring Stockholder”) shall deliver a written notice (a “First Refusal Notice”) to the holders of WCAS Shares and, in the case of a proposed Transfer by a Management Stockholder, to the Co-Investors. With respect to any such notice, (i) in the case of any proposed Transfer by a Co-Investor, the holders of WCAS Shares are collectively referred to as the “Offerees,” and (ii) in the case of any proposed Transfer by a Management Stockholder, the holders of WCAS Shares and the Co-Investors are collectively referred to as the “Offerees.” The First Refusal Notice shall

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disclose in reasonable detail the proposed number of Stockholder Shares to be transferred (such shares being herein referred to as the “Subject Shares”), the proposed terms and conditions of the Transfer and the identity of the proposed transferee(s). The Transferring Stockholder will not deliver a First Refusal Notice to the Offerees unless and until it has received a bon fide offer from the named proposed transferee(s) to effect the Transfer in question. The purchase price specified in any First Refusal Notice shall be payable solely in cash at the closing of the transaction or in installments over time.

                    (ii) After receipt of a First Refusal Notice, each Offeree may elect to purchase all or a portion of the Subject Shares specified in the First Refusal Notice at the price and on the terms specified therein, by delivering written notice of such election (the “Election Notice”) to the Transferring Stockholder within 20 days (the “Election Period”) after delivery of the First Refusal Notice (each such electing Offeree being referred to herein as an “Electing Offeree”). Such Election Notice shall constitute a firm offer to purchase the Subject Shares and shall remain open for a minimum of 90 days following the expiration of the Election Period. Each Offeree shall be entitled to purchase a number of Subject Shares equal to the product of (i) the quotient determined by dividing (A) the number of Stockholder Shares owned by such Offeree by (B) the aggregate number of Stockholder Shares owned by all Offerees (excluding for this purpose any Stockholder Shares of any Offeree underlying options or convertible securities that have not been exercised or converted), multiplied by (ii) the aggregate number of Subject Shares. In addition, each Electing Offeree that designated in its Election Notice that it desires to acquire Subject Shares that other Offerees declined to purchase shall be entitled to purchase an additional number of Subject Shares equal to the product of (i) the quotient determined by dividing (A) the number of Stockholder Shares owned by such Electing Offeree by (B) the aggregate number of Stockholder Shares owned by all Electing Offerees (excluding for this purpose any Stockholder Shares of any Electing Offeree underlying options or convertible securities that have not been exercised or converted), multiplied by (ii) the aggregate number of Subject Shares that other Offerees declined to purchase. Thereafter, any unallocated Subject Shares specified in the First Refusal Notice will be further allocated in a similar manner as may be necessary until all of the Subject Shares have been allocated; provided, that in any event, no Electing Offeree will be allocated more than the maximum number of Subject Shares that such Electing Offeree specified in its Election Notice.

                    (iii) If the Offerees, in the aggregate, have elected to purchase from the Transferring Stockholder all but not less than all of the Subject Shares, then the Transfer of such shares to the Offerees shall be consummated as soon as practical after the delivery of the Election Notice(s) to the Transferring Stockholder, but in any event within ten (10) days after the expiration of the Election Period. If the Electing Offerees have not elected to purchase all of the Subject Shares being offered, then the Transferring Stockholder may, within 90 days after the expiration of the Election Period, Transfer all of the Subject Shares to the proposed transferee(s) named in the First Refusal Notice at the price specified in the First Refusal Notice and on terms no more favorable to the proposed transferee(s) than those specified in the First Refusal Notice. If such Subject Shares are not so transferred within such 90-day period, than they shall be reoffered to the Offerees

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under this Section 5(a) prior to any subsequent Transfer (other than an Exempt Transfer or a Transfer pursuant to a Sale of the Company).

                    (b) Tag Along Rights. Subject to Sections 5(c) and 6, at least fifteen (15) business days prior to any Transfer (other than an Exempt Transfer) by any WCAS Investor (the “Selling Investor Stockholder”) of any Stockholder Shares, such Selling Investor Stockholder shall deliver a written notice (the “Sale Notice”) to the Company and each other Stockholder (the “Other Stockholders”), specifying in reasonable detail the identity of the prospective Transferee(s), the number and class of Stockholder Shares to be so Transferred and any other material terms and conditions of the Transfer. The Other Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the Selling Investor Stockholder within ten (10) business days after delivery of the Sale Notice. If any Other Stockholder has elected to participate in such Transfer, each of the Selling Investor Stockholders and such Other Stockholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing (A) the number of Stockholder Shares owned by such Stockholder (including any shares underlying vested employee stock options or securities convertible or exercisable for Stockholder Shares) by (B) the aggregate number of Stockholder Shares owned by the Selling Investor Stockholder and the Other Stockholders participating in such Transfer (including any shares underlying vested employee stock options or securities convertible or exercisable for Stockholder Shares), multiplied by (ii) the aggregate number of Stockholder Shares to be sold in the contemplated Transfer. Each Stockholder transferring Stockholder Shares pursuant to this Section 5(b) shall pay its pro rata share (based on the relative amounts of proceeds received as a result of such Transfer) of the expenses incurred by the Stockholders in connection with such Transfer.

                    (c) Permitted Transfers. The restrictions set forth in this Section 5 shall not apply with respect to any Transfer of Stockholder Shares by (i) any Stockholder (x) in the case of a Stockholder that is a natural person, to such Stockholder’s Family Group, including, without limitation, following such person’s death, by will or pursuant to applicable laws of descent and distribution or (y) in the case of any other Stockholder, (A) to its Affiliates and its and their respective directors, officers and employees and (B) if such Person is a partnership, corporation or a limited liability company, to its partners, stockholders or members pursuant to the terms and conditions of its partnership, corporate, limited liability company or other organizational documents, (ii) any Co-Investor that holds Sub Debt to any Person to whom such holder is transferring a pro rata portion of such debt held by such holder, based on the portion of the debt being transferred, or (iii) WCAS X or WCAS Management Corporation, up to an aggregate of $300,000 of Common Stock (based on the issuance price thereof pursuant to the Purchase Agreement) to Jim Martell (or an investment vehicle designated by Jim Martell), provided that such Transfer must be completed within nine (9) months of the date hereof. Prior to any proposed transferee’s acquisition of Stockholder Shares pursuant to a Transfer permitted by this Section 5(c), such proposed transferee must agree to take such Stockholder Shares subject to and fully bound by the terms of this Agreement applicable to such Stockholder Shares by executing a joinder to this Agreement substantially in the form attached hereto as Exhibit B and delivering such executed joinder to the Secretary of the Company prior to the effectiveness of such Transfer (unless such Transfer is pursuant to applicable laws of descent and distribution, in which case,

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such executed joinder shall be delivered to the Secretary of the Company as soon as reasonably possible after such Transfer). All transferees acquiring Stockholder Shares and executing a joinder in compliance with this Section 5(c) are collectively referred to herein as “Permitted Transferees”.

                    6. Termination of Restrictions. The restrictions set forth in Section 5 shall continue with respect to each Stockholder Share until the earlier of (i) the Transfer of such Stockholder Share in a Sale of the Company, or (ii) the consummation of an Initial Public Offering.

                    7. Legend.

                    (a) In addition to any legend required by any other document, each certificate evidencing Stockholder Shares and each certificate issued in exchange for or upon the Transfer of any Stockholder Shares (if such shares remain Stockholder Shares after such Transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON AUGUST 1, 2006, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE STOCKHOLDERS AGREEMENT, DATED AS OF AUGUST 1, 2006 AND AS AMENDED AND MODIFIED FROM TIME TO TIME, BETWEEN THE ISSUER (THE “COMPANY”) AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

                    (b) The Company shall imprint such legend on certificates evidencing Stockholder Shares outstanding prior to the date hereof. Upon the request of any Stockholder, the legend set forth above shall be removed from the certificates evidencing any shares which cease to be Stockholder Shares. Upon the request of any Stockholder, the Company shall remove the Securities Act portion of the legend set forth above from the certificate or certificates for such Stockholder Shares; provided, that such Stockholder Shares are eligible (as reasonably determined by the Company) for sale pursuant to Rule 144(k) (or any similar rule or rules then in effect) under the Securities Act.

                    (c) If requested by the Company, no Stockholder may Transfer any Stockholder Shares (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel, reasonably acceptable in

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form and substance to the Company, that registration under the Securities Act is not required in connection with such Transfer. If such opinion of counsel further states that no subsequent Transfer of such Stockholder Shares will require registration under the Securities Act (including due to such Stockholder Shares being eligible for sale pursuant to Rule 144 (or any similar rule or rules then in effect) under the Securities Act), the Company will promptly upon such Transfer deliver new certificates for such securities which do not bear the Securities Act portion of the legend set forth in Section 7(a).

                    8. Transfer. Prior to transferring any Stockholder Shares (other than in connection with a Public Sale or a Sale of the Company) to any Person, the transferring Stockholder shall cause the prospective transferee to be bound by this Agreement and to execute and deliver to the Company and the other Stockholders a counterpart of this Agreement.

                    9. Sale of the Company.

                    (a) If the WCAS Majority Holders approve a Sale of the Company and deliver written notice to the holders of Stockholders Shares invoking the provisions of this Section 9 (any such sale, an “Approved Sale”), the holders of Stockholders Shares shall consent to, vote in favor of and raise no objections against the Approved Sale (or the process associated therewith).

                    (b) If the Approved Sale is structured as (i) a merger or consolidation, each holder of Stockholder Shares shall vote all of such holder’s Stockholder Shares to approve such merger or consolidation, whether by written consent or at a stockholders meeting (as requested by the Board) and waive all dissenter’s rights, appraisal rights and similar rights in connection with such merger or consolidation, (ii) a sale of stock, each holder of Stockholder Shares shall agree to sell, and shall sell, all of such holder’s Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions so approved by the Board and the WCAS Majority Holders, or (iii) a sale of assets, each holder of Stockholder Shares shall vote all of such holders Stockholder Shares to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders meeting (as requested by the Board).

                    (c) In furtherance of the foregoing, each holder of Stockholder Shares shall take, with respect to such holder’s Stockholder Shares, all necessary or desirable actions requested by the WCAS Majority Holders in connection with the consummation of the Approved Sale, including, without limitation, voting to approve such transaction and the execution of such agreements and such instruments and other actions reasonably necessary to provide customary representations, warranties, indemnities and escrow arrangements relating to such Approved Sale. Notwithstanding anything to the contrary contained in this Section 9, (i) each Co-Investor will only be required to make customary representations and warranties with respect to itself and its ownership of the Stockholder Shares, including due power and authority, enforceability, non- contravention and title to and ownership of the Stockholder Shares, and (ii) no Co-Investor shall be obligated to join in any indemnification obligation that provides for the joint and several liability of such Co-Investor. In no event shall any Stockholder be liable in respect of any indemnity obligations with respect to such holder and the Company and its Subsidiaries in general pursuant to any Approved Sale in an aggregate amount in excess of the total

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consideration payable to such holder in such Approved Sale. In addition, the obligations of each Stockholder with respect to the Approved Sale pursuant to Section 9 are subject to the satisfaction of the condition that each holder of Stockholder Shares will receive the same form and amount of consideration with respect to each Stockholder Share as each other holder receives with respect to such holder’s Stockholder Shares of the same class or series, subject to the terms of Management Agreement, the terms of this Agreement and customary reimbursement for expenses incurred, and each Management Stockholder is required to sell no more than the same proportion of the shares being sold by each of the Investor Stockholders. In connection with any Transfer pursuant to this Section 9, the Other Stockholders shall not be required to give any greater representations or warranties than those given by the WCAS Investors.

                    (d) If the Company or the WCAS Majority Holders enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each holder of Stockholder Shares that is not an “accredited investor,” as that term is defined in Regulation D promulgated under the Securities Act, shall at the request of the Company, appoint a “purchaser representative”(as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Stockholder Shares appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Stockholder Shares declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed.

                    (e) Subject to subparagraph (d) above, each holder of Stockholder Shares shall bear its pro rata share (based upon the amount of consideration received or proposed to be received in the Approved Sale) of the costs of any Approved Sale to the extent such costs are incurred for the benefit of all such Stockholders and are not otherwise paid by the Company or the acquiring party. Costs incurred by the Stockholders on their own behalf will not be considered costs of the Approved Sale; provided, that in any event the Company shall pay the attorney’s fees and expenses of one (1) counsel chosen by the WCAS Majority Holders in connection with the Approved Sale.

                    10. Subscription Rights.

                    (a) Except for any issuance of Equity Securities pursuant to a Permitted Issuance, if the Company authorizes the issuance or sale of any of its Equity Securities or any Equity Securities of any of its Subsidiaries (the “Offered Securities”) to any WCAS Investor, the Company shall promptly deliver to each other Stockholder a notice (the “PR Notice”) of its intention to sell or otherwise issue Equity Securities setting forth a description and the number of the Equity Securities and any other securities proposed to be issued and the proposed purchase price and terms of sale. If the Equity Securities are to be offered for property other than cash, the Board shall make a good faith determination of the fair market value of the property proposed to be received for such Equity Securities and such determination shall constitute the price at which such Equity Securities will be offered for purposes of the PR Notice and this Section 10. Upon

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receipt of the PR Notice, each Stockholder shall have the right to elect to purchase, at the price and on the terms stated in the PR Notice, a portion of such Equity Securities equal to the product of (i) the quotient determined by dividing (1) the number of Stockholder Shares held by such Stockholder (including any shares underlying vested employee stock options or securities convertible or exercisable for Stockholder Shares) by (2) the aggregate number of Stockholder Shares then held by all Stockholders (including any shares underlying vested employee stock options or securities convertible or exercisable for Stockholder Shares) multiplied by (ii) the number of Offered Securities proposed to issued; provided, that notwithstanding anything contained herein to the contrary, if the Company is issuing Equity Securities together as a unit with the issuance of any debt securities of the Company or any of its Subsidiaries, then any Stockholder who elects to purchase such Equity Securities pursuant to this Section 10 must also purchase a corresponding proportion of such other debt securities, all at the proposed purchase price and on terms of sale as specified in the applicable PR Notice. The right of purchase provided to each Stockholder in this Section 10(a) shall not apply to the issuance of Common Stock to the WCAS Investors pursuant to the WCAS Purchase Right as contemplated by Section 11 herein.

                    (b) In order to exercise its purchase rights hereunder, a Stockholder must, within fifteen (15) business days after receipt of the PR Notice, deliver a written notice to the Company describing its election hereunder. If all of the Equity Securities offered to the Stockholders are not fully subscribed by such Stockholders, the remaining Equity Securities shall be reoffered by the Company to the Stockholders purchasing their full allotment upon the terms set forth in this Section 10, except that such Stockholders must exercise their purchase rights within five (5) business days after receipt of such reoffer.

                    (c) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such Equity Securities which the Stockholders have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those specified in the PR Notice. Any Equity Securities offered or sold by the Company after such 90-day period must be reoffered to the Stockholders pursuant to the terms of this Section 10.

                    (d) The rights of the Stockholders under this Section 10 shall terminate upon the consummation of an Initial Public Offering.

                    (e) Nothing in this Section 10 shall be deemed to prevent any WCAS Investor or their respective Affiliates from purchasing for cash any Equity Securities without first complying with the provisions of this Section 10; provided, that (i) in connection with such purchase the delay caused by compliance with the provisions of this Section 10 in connection with such investment would be likely to cause harm to the Company (or the applicable Subsidiary); (ii) the Company (or the applicable Subsidiary) gives prompt notice to the other holders of Stockholder Shares, which notice shall describe in reasonable detail the Equity Securities (and other securities, if any) being purchased by the Person making such purchase (for purposes of this Section 10, the “Purchasing Holder”) and the purchase price thereof and (iii) the Purchasing Holder and the Company (or the applicable Subsidiary) take all steps necessary to enable the holders of Stockholder Shares to effectively exercise their respective rights under this

15

Section 10 with respect to their purchase of a pro rata share of the Equity Securities (and other securities, if any) issued to the Purchasing Holder as promptly as reasonably practicable after such purchase by the Purchasing Holder on the terms specified in Section 10(a).

                    11. Certain Issuances of Additional Common Stock. In the event that the Board determines at any time or from time to time commencing with the Closing Date and ending on the first anniversary of the Closing Date (the “Option Period”) that the Company requires or intends to raise additional equity capital to fund (i) an acquisition of a business, line of business or assets or (ii) to support internally generated growth, the WCAS Investors will have the exclusive right and option (but not the obligation) to subscribe for and purchase, at the same price and upon the same terms contained in the Purchase Agreement, all or any portion of the first $25,000,000 in the aggregate (the “Maximum Amount”) of such additional Common Stock (the “WCAS Purchase Right”). If the Board makes such a determination and the WCAS Investors elect to exercise the WCAS Purchase Right, the Company agrees that it will sell and issue shares of Common Stock to the WCAS Investors at the same price and upon the same terms contained in the Purchase Agreement. In the event that the Board determines during the Option Period to pursue an acquisition or any undertaking to support internal growth as contemplated by this Section 11, the WCAS Investors will have the right to acquire any equity issued by the Company that relates to such determination (subject to the Maximum Amount), whether or not the issuance of such equity is consummated prior to the end of the Option Period.

                    12. Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any Stockholder Shares in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Stockholder Shares as the owner of such shares for any purpose.

                    13. Additional Parties; Joinder. Subject to Section5, the Company shall require any Person who acquires any shares of Common Stock (whether from another Stockholder or from the Company, including upon exercise or conversion of any Equity Securities) after the date hereof (the “Acquired Securities”) to become a party to this Agreement and to succeed to all of the rights and obligations of a “holder of Stockholder Shares” under this Agreement by obtaining an executed joinder to this Agreement from such Person in the form of Exhibit B attached hereto. Upon the execution and delivery of the joinder by such Person, such Person’s Acquired Securities shall be Stockholder Shares hereunder, and such Person shall be a “holder of Stockholder Shares” under this Agreement with respect to the Acquired Securities. Furthermore, to the extent such person (i) is an employee of the Company or any of its Subsidiaries, or acquires such Acquired Securities from a Management Stockholder, such Person shall be deemed to be a “Management Stockholder” hereunder, (ii) acquires such Acquired Securities from a Co-Investor, such Person shall be deemed to be a “Co-Investor” hereunder, or (iii) acquires such Acquired Securities from a WCAS Investor or its Transferees, such Person shall be deemed to be a “WCAS Investor” hereunder. Each Additional Stockholder shall be added by the Company to Schedule A attached hereto, and the Company shall amend and restate such Schedule A from time to time to reflect the addition of such Additional Stockholders; provided, that such amendment shall not be subject to Section 15 of this Agreement.

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                    14. Termination. This Agreement (including, without limitation, Section 3 hereof) will automatically terminate and be of no further force or effect immediately after the consummation of an Approved Sale.

                    15. Amendment and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or the holders of Stockholder Shares unless such modification, amendment or waiver is approved in writing by the Company and the WCAS Majority Holders; provided, that any such modification, amendment or waiver that materially and adversely affects any Stockholder or class of Stockholders in a manner that does not similarly affect all similarly situated Stockholders cannot be effected without the consent of such Stockholder or class of Stockholders. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

                    16. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

                    17. Entire Agreement. Except as otherwise expressly set forth herein, this Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

                    18. Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Company and its successors and assigns and the Stockholders and any subsequent holders of Stockholder Shares and the respective successors and assigns of each of them, so long as they hold Stockholder Shares (and hold or have received Stockholder Shares in accordance with the terms hereof).

                    19. Counterparts. This Agreement may be executed in multiple counterparts (including by facsimile or electronic copy), each of which shall be an original and all of which taken together shall constitute one and the same agreement.

                    20. Remedies. The parties hereto shall be entitled to enforce their rights under this Agreement specifically, to recover damages and costs (including reasonable attorneys’ fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that the Company or any Stockholder may in its sole discretion apply to any court of law or equity of competent

17

jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.

                    21. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will only be deemed to have been given when delivered personally, sent via a nationally recognized overnight courier, or sent via facsimile to the recipient. Such notices, demands and other communications will be sent to each Stockholder at the addresses indicated on Schedule A, attached hereto and to the Company at the address indicated below:

To the Company:
MSG WC Holdings Corp.
c/o Welsh, Carson, Anderson & Stowe
320 Park Avenue
Suite 2500
New York, NY 10022
Facsimile:	(212) 893-9575
Attention:	Sanjay Swani
	Jonathan M. Rather
and
MSG WC Holdings Corp.
c/o Mobile Storage Group, Inc.
7590 North Glenoaks Boulevard
Suite 101
Burbank, CA 91504
Facsimile:	(818) 253-3154
Attention:	Douglas A. Waugaman
	Christopher A. Wilson
With a copy (which shall not constitute notice to the Company) to:
Kirkland & Ellis LLP
153 East 53rd Street
New York, NY 10022
Facsimile:	(212) 446-6460
Attention:	Michael Movsovich, Esq.

                    22. Governing Law. Issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or

18

any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware shall control the interpretation and construction of this Agreement, even though under Delaware’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

                    23. Mutual Waiver of Jury Trial. As a specifically bargained inducement for each of the parties to enter into this Agreement (with each party having had opportunity to consult counsel), each party hereto expressly and irrevocably waives the right to trial by jury in any lawsuit or legal proceeding relating to or arising in any way from this Agreement or the transactions contemplated herein, and any lawsuit or legal proceeding relating to or arising in any way to this Agreement or the transactions contemplated herein shall be tried in a court of competent jurisdiction by a judge sitting without a jury.

                    24. Jurisdiction; Venue. Each of the parties hereto submits to the jurisdiction of any state or federal court sitting in New York, New York, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceedings may be heard and determined in any such court and hereby expressly submits to the personal jurisdiction and venue of such court for the purposes hereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum. Each of the parties hereby irrevocably consent to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to its address set forth in Section 21.

                    25. Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

                    26. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

                    27. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns and nothing herein expressed or implied shall give or be construed to give any Person, other than the parties hereto and such permitted successors and assigns, any legal or equitable rights hereunder.

                    28. Further Assurances. Each party to this Agreement will execute and deliver such further instruments and take such additional actions, as any other party may reasonably request to effect, consummate, confirm or evidence the transactions contemplated by this Agreement.

* * * * *

19

                    IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

MSG WC HOLDINGS CORP.
By:
Name: Christopher A. Wilson
Title: Assistant Secretary

(Signature Page to Stockholders Agreement)

                    IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

WELSH, CARSON, ANDERSON & STOWE
X, L.P.
By: WCAS X Associates LLC, its General
Partner
By:
	Managing Member
WCAS CAPITAL PARTNERS IV, L.P.
By: WCAS CP IV Associates LLC, its General
Partner
By:
	Managing Member
WCAS MANAGEMENT CORPORATION
By:
Name: Sanjay Swani
Title: Vice President
DE NICOLA HOLDINGS, LP
By:
Name: Anthony de Nicola
Title: General Partner

(Signature Page to Stockholders Agreement)

                    IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

LB I GROUP INC.
By:
Name: Ashvin Rao
Title: VP

(Signature Page to Stockholders Agreement)

                    IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

CALIFORNIA STATE TEACHERS’
RETIREMENT SYSTEM
By:
Name:	Elleen Y. Okada
Title:	Director of Global Equities and Operations

(Signature Page to Stockholders Agreement)

                    IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

FOXKIRK, LLC
By:	NML Securities Holdings, LLC, its Sole Member
By:	The Northwestern Mutual Life Insurance Company, its Sole Member
By:
Name: Howard Stern
Title: Its Authorized Representative

(Signature Page to Stockholders Agreement)

                    IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

GRANDVIEW HOLDINGS, LP, a Delaware limited partnership
By:
Name: James S. Robertson
Its:      General Partner

(Signature Page to Stockholders Agreement)

                    IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

RONALD F. VALENTA

(Signature Page to Stockholders Agreement)

                    IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

GILBERT GOMEZ

(Signature Page to Stockholders Agreement)

                    IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

DOUGLAS A WAUGAMAN

(Signature Page to Stockholders Agreement)

SCHEDULE A

Names and Addresses		No. of Stockholder Shares
WCAS Investors:
Welsh, Carson, Anderson & Stowe X, L.P.		110,256.74
c/o Welsh, Carson, Anderson & Stowe
250 Park Avenue
Suite 2500
New York, NY 10022
Facsimile:	(212) 893-9575
Attention:	Sanjay Swani
	Jonathan M. Rather
with a copy (which shall not constitute notice to WCAS X) to:
Kirkland & Ellis LLP
Citicorp Center
153 East 53rd Street
New York, NY 10022-4675
Attention:	Michael Movsovich, Esq.
Facsimile:	(212) 446-6460
WCAS Capital Partners IV, L.P.		5,325.00
c/o Welsh, Carson, Anderson & Stowe
250 Park Avenue
Suite 2500
New York, NY 10022
Facsimile:	(212) 893-9575
Attention:	Sanjay Swani
	Jonathan M. Rather
with a copy (which shall not constitute notice to CP IV) to:
Kirkland & Ellis LLP
Citicorp Center
153 East 53rd Street
New York, NY 10022-4675
Attention:	Michael Movsovich, Esq.
Facsimile:	(212) 446-6460
WCAS Management Corporation		95.57
c/o Welsh, Carson, Anderson & Stowe
250 Park Avenue
Suite 2500
New York, NY 10022
Facsimile:	(212) 893-9575
Attention:	Sanjay Swani
	Jonathan M. Rather

with a copy (which shall not constitute notice to WCAS Management Corporation) to:
Kirkland & Ellis LLP
Citicorp Center
153 East 53rd Street
New York, NY 10022-4675.
Attention:			Michael Movsovich, Esq.
Facsimile:			(212) 446-6460
de Nicola Holdings, L.P.				15.93
c/o Welsh, Carson, Anderson & Stowe
250 Park Avenue
Suite 2500
New York, NY 10022
Facsimile:			(212) 893-9575
Attention:			Anthony de Nicola
with a copy (which shall not constitute notice to de Nicola Holdings, L.P.) to:
Kirkland & Ellis LLP
Citicorp Center
153 East 53rd Street
New York, NY 10022-4675
Attention:			Michael Movsovich, Esq.
Facsimile:			(212) 446-6460
Co-Investors:
California State Teachers’ Retirement System				11,946.57
7667 Folsom Blvd., MS-4
Sacramento, CA 95826-2614
Facsimile:
Attention:		Richard Rose
with a copy (which shall not constitute notice to California State Teachers’ Retirement System) to:
Sheppard Mullin Richter & Hampton LLP Four Embarcadero Center
17th Floor
San Francisco, CA 94111-4106
Facsimile:	(415) 434-3947
Attention:	William Manierre, Esq.
LBI Group Inc.				7,964.38
c/o Lehman Brothers
399 Park Avenue
New York, NY 10022
Facsimile:
Attention:	Michael S. Kramer
	Ashvin Rao

FOXKIRK, LLC		4,260.00
c/o The Northwestern Mutual Life Insurance Company
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Facsimile:	(414) 665-5714
Attention:	Lisa Cadotte
Ronald Valenta		4,000.00
c/o Mobile Storage Group, Inc.
7590 North Glenoaks Boulevard
Burbank, CA 91504
Facsimile:	(818) 253-3154
Grandview Holdings, LP		1,973.00
c/o Mobile Storage Group, Inc.
7590 North Glenoaks Boulevard
Burbank, CA 91504
Facsimile:	(818) 253-3154
Management Stockholders:
Douglas Waugaman		998.00
c/o Mobile Storage Group, Inc.
7590 North Glenoaks Boulevard
Burbank, CA 91504
Facsimile:	(818) 253-3154
Gilbert Gomez		41.00
c/o Mobile Storage Group, Inc.
7590 North Glenoaks Boulevard
Burbank, CA 91504
Facsimile:	(818) 253-3154
TOTAL		146,876.19

EXHIBIT A

Corporate Matters Requiring Approval of
the Executive Committee of the Board of Directors

1.	Adoption of any material amendment, modification or supplement of any of the certificate of incorporation, by-laws or other governance documents of the Company or any of its Subsidiaries or this list of Corporate Matters Requiring Approval of the Executive Committee of the Board of Directors.
2.	Adoption of, or any modification to, any annual operating plan (and each such operating budget shall present information on a monthly basis and shall include planned capital expenditures).
3.	Incurrence, assumption or any commitment for any indebtedness (other than under the Company’s existing facilities as of the date hereof) in excess of $1,000,000 aggregate principal amount outstanding at any time, refinancing or renewal of any indebtedness in excess of $1,000,000 aggregate principal amount or discharge, repayment (other than pursuant to regularly scheduled payments thereof) or cancellation of any indebtedness.
4.	Significant corporate actions including any merger, consolidation, other business combination, reorganization, recapitalization, sale or purchase of ownership interests, spin-off, liquidation, joint ventures, or making loans to or other investments in another entity.
5.	Any sale, lease or other disposition of assets having a fair market value (as determined in good faith by the Executive Committee of the Board) in excess of $500,000, in one transaction or a series of related transactions.
6.	Transactions between the Company and any Affiliate of the Company or any corporate officer at the Vice President or higher level.
7.	Issuance, redemption, repurchase or other disposition of any form of equity securities (except as contemplated by any of the Transaction Documents).
8.	Issuance, redemption, repurchase or otherwise disposition of any form of debt securities (except as contemplated by any of the Transaction Documents).
9.	Filing of any forms of registration statement with the SEC or any other significant financial disclosure document.
10.	Adoption of cash investment policies and other major treasury policies or any material changes to such policies.
11.	Making of any capital expenditures (including, without limitation, payments with respect to capitalized leases, as determined in accordance with generally accepted accounting principles consistently applied, and “tuck-in” acquisitions), not contemplated by the current annual operating plan, that exceed $1,000,000 in the aggregate on a consolidated basis during the period covered by such operating plan.

12.	Enter into any agreement, arrangement or other commitments (i) obligating the Company and its Subsidiaries to expend amounts (not already incorporated into the current annual operating plan) in excess of $500,000 in the aggregate on a consolidated basis during any twelve month period, (ii) involving unusual or unique business practices, or (iii) otherwise involving significant corporate undertakings.
13.	Entering into any real estate lease with greater than $50,000 of annual rental/lease expense or a term of greater than 3 years.
14.	Payment or declaration of dividends or distributions on, or reduction in, the capital stock of the Company or any of its Subsidiaries or establishing or modifying policies with respect to the foregoing (other than dividends payable in shares of Common Stock issued upon the outstanding shares of Common Stock and dividends paid by any Subsidiary to the Company or any Wholly-Owned Subsidiary).
15.	Retention or removal on behalf of the Company or any of its Subsidiaries of any investment banker, financial advisor or person serving in a similar capacity.
16.	Appointment/hiring or termination of, or determination of annual compensation related to, any corporate officer at the Senior Vice President or higher level.
17.	Entering into any employment agreements providing for payments in any year of $100,000 or more.
18.	Adoption or amendment of any stock option or other equity incentive plans and approval of issuances of awards under any such plan (including any existing plan).
19.	Selection of members of any Board committees.
20.	Adoption or amendment of any investment policies for any defined contribution plans.
21.	Adoption or amendment of any investment choices or contribution amounts for any defined benefit plans.
22.	Adoption or amendment of any audit program and policy, including selection of auditors.
23.	Material changes to accounting policies.
24.	Approval or engagement in any transaction that would materially affect the regulatory or tax status of the Company or any of its Subsidiaries, except for changes required by applicable legal requirements.
25.	Initiation or settlement of any litigation, arbitration or other legal proceeding, , which involve or may involve the Company or any of its Subsidiaries and could lead to an exposure in excess of $250,000.
26.	Entering into the ownership, active management or operation of any material line of business other than as conducted by the Company and its Subsidiaries on the date hereof.
27.	Any amendment or modification to, or waiver under, any of the Transaction Documents

28.	Enter into or becoming subject to any agreement or instrument which by its terms would commit or bind the Company or any Subsidiary to take any action referred to above.
29.	Any other matters judged by the Chief Executive Officer or Executive Committee to be appropriate for Executive Committee approval or information.

EXHIBIT B

FORM OF JOINDER TO
STOCKHOLDERS AGREEMENT

          THIS JOINDER (the “Joinder”), to the Stockholders Agreement dated as of August 1, 2006 among MSG WC Holdings Corp., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Agreement”), is made and entered into as of ______________ by and between the Company and __________ (“Holder”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.

          WHEREAS, Holder has acquired certain shares of capital stock of the Company (“Holder Stock”), and the Agreement and the Company requires Holder, as a holder of such capital stock, to become a party to the Agreement, and Holder agrees to do so in accordance with the terms hereof.

          NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder hereby agree as follows:

          1. Agreement to be Bound. Holder hereby agrees that upon execution of this Joinder, it shall become a party to the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as though an original party thereto and shall be deemed a [WCAS Investor] [Management Stockholder] [Co-Investor] for all purposes thereof. In addition, Holder hereby agrees that all Holder Stock shall be deemed Stockholder Shares for all purposes of the Agreement.

          2. Successors and Assigns. Except as otherwise provided herein, this Joinder shall bind and inure to the benefit of and be enforceable by the Company and its successors and assigns and Holder and any subsequent holders of Holder Stock and the respective successors and assigns of each of them, so long as they hold any shares of Holder Stock.

          3. Counterparts. This Joinder may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

          4. Notices. For purposes of Section 21 of the Agreement, all notices, demands or other communications to the Holder shall be directed to:

[Name]

[Address]

[Facsimile Number]

          5. Governing Law. Issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or

conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement, even though under New York’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

          6. Descriptive Headings. The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder.

          7. Waiver of Jury Trial. Each of the parties hereto waives any right it may have to trial by jury in respect of any litigation based on, arising out of, under or in connection with the Agreement or any course of conduct, course of dealing, verbal or written statement or action of any party hereto.

          8. Jurisdiction. Each of the parties hereto submits to the jurisdiction of any state or federal court sitting in New York, New York, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceedings may be heard and determined in any such court and hereby expressly submits to the personal jurisdiction and venue of such court for the purposes hereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum. Each of the parties hereby irrevocably consent to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to its address set forth in Section 21 such service to become effective 10 days after such mailing.

* * * * *

IN WITNESS WHEREOF, the parties hereto have executed this Joinder as of the date first above written.

MSG WC HOLDING CORP.
By:
	Name:
	Title:
[HOLDER]
By:

EX-5.1

Exhibit 5.1

KIRKLAND & ELLIS LLP
AND AFFILIATED PARTNERSHIPS

Citigroup Center
153 East 53rd Street
New York, New York 10022-4611

(212) 446-4800

www.kirkland.com

Facsimile:
(212) 446-4900

September 18, 2007

Mobile Services Group, Inc.
Mobile Storage Group, Inc.
700 North Brand Boulevard, Suite 1000
Glendale, California 91203

            Re: Registration Statement on Form S-4

Ladies and Gentlemen:

     We are issuing this letter in our capacity as special legal counsel for and at the request of Mobile Services Group, Inc., a Delaware corporation, and Mobile Storage Group, Inc., a Delaware corporation (together the “Issuers”), A Better Mobile Storage Company, a California corporation, and Mobile Storage Group (Texas), L.P., a Texas limited partnership, (together, the “Guarantors,” and together with the Issuers, the “Registrants”). This letter is being delivered in connection with the proposed registration by the Issuers of $200,000,000 in aggregate principal amount of the Issuers’ 9¾% Senior Notes due 2014 (the “Exchange Notes”), and the registration by the Guarantors of the guarantees of the Exchange Notes (the “Guarantees”), pursuant to a Registration Statement on Form S-4, to be filed with the Securities and Exchange Commission (the “Commission”) on or about September 18, 2007 under the Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”).

     The Exchange Notes and the Guarantees will be issued pursuant to the Indenture, dated as of August 1, 2006 (as may be amended or supplemented from time to time, the “Indenture”), among the Issuers, the Guarantors and Wells Fargo Bank, N.A., as trustee. The Exchange Notes and the Guarantees are to be issued in exchange for and in replacement of the Issuers’ outstanding 9¾% Senior Notes due 2014 (the “Old Notes”) and the guarantees thereof, of which $200,000,000 in aggregate principal amount are subject to the exchange offer pursuant to the Registration Statement.

     In connection with issuing this letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the

Chicago      Hong Kong      London      Los Angeles      Munich      San Francisco      Washington, D.C.

EX-10.1

Exhibit 10.1

Execution Copy

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of December 30, 2005

Among

THE FINANCIAL INSTITUTIONS NAMED HEREIN

as the Lenders

and

BANK OF AMERICA, N.A.

as the Administrative Agent

and

MOBILE STORAGE GROUP, INC.

as the US Borrower

and

MOBILE SERVICES GROUP, INC.

as the Parent Guarantor

and

BANC OF AMERICA SECURITIES, LLC

as Sole Arranger and Book Runner

Execution Copy

TABLE OF CONTENTS

Section		Page
ARTICLE 1. LOANS AND LETTERS OF CREDIT		2
1.1	Total US Facility	2
1.2	US Revolving Loans	3
1.3	[Intentionally deleted]	7
1.4	Letters of Credit	7
1.5	US Bank Products	11
1.6	Joint And Several Obligations; Cross-Guaranty	11
ARTICLE 2. INTEREST AND FEES		16
2.1	Interest	16
2.2	Continuation and Conversion Elections	17
2.3	Maximum Interest Rate	18
2.4	Agent Fees	19
2.5	Unused Line Fee	19
2.6	Letter of Credit Fee	19
ARTICLE 3. PAYMENTS AND PREPAYMENTS		20
3.1	Revolving Loans	20
3.2	Termination of Facility	20
3.3	[Intentionally deleted]	20
3.4	US LIBOR Revolving Loan Prepayments	20
3.5	Payments by the US Borrowers	21
3.6	Payments as US Revolving Loans	21
3.7	Apportionment, Application and Reversal of Payments	21
3.8	Indemnity for Returned Payments	22
3.9	US Agents’ and US Lenders’ Books and Records; Monthly Statements	22
3.10	[Intentionally deleted]	23
ARTICLE 4. TAXES, YIELD PROTECTION AND ILLEGALITY		23
4.1	Taxes	23
4.2	Illegality	24
4.3	Increased Costs and Reduction of Return	25
4,4	Funding Losses	26
4.5	Inability to Determine Rates	26
4.6	Certificates of Lenders	27
4.7	Survival	28
ARTICLE 5. BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES		28
5.1	Books and Records	28

i

5.2	Financial Information	28
5.3	Notices to the Lenders	31
ARTICLE 6. GENERAL WARRANTIES AND REPRESENTATIONS		34
6.1	Authorization, Validity, and Enforceability of this Agreement and the Loan Documents	34
6.2	Validity and Priority of Security Interest	35
6.3	Organization and Qualification	35
6.4	Corporate Name; Prior Transactions	35
6.5	Subsidiaries and Affiliates	35
6.6	Financial Statements and Projections	35
6.7	Capitalization	36
6.8	Solvency	36
6.9	Debt	36
6.10	Distributions	36
6.11	Personal Property; Real Estate; Leases	36
6.12	Proprietary Rights	38
6.13	Trade Names	38
6.14	Litigation	38
6.15	Labor Disputes	38
6.16	Environmental Laws	39
6.17	No Violation of Law	40
6.18	No Default	40
6.19	ERISA Compliance	40
6.20	Taxes	41
6.21	Regulated Entities	41
6.22	Use of Proceeds; Margin Regulations	41
6.23	Copyrights, Patents, Trademarks and Licenses, etc.	42
6.24	No Material Adverse Change	42
6.25	Full Disclosure	42
6.26	Material Agreements	42
6.27	Bank Accounts	42
6.28	Governmental Authorization	42
6.29	Tax Shelter Regulations	42
6.30	Non-Guarantor Subsidiaries	43
6.31	Luxembourg Subsidiaries	43
6.32	UK Financial Assistance	43
6.33	Subordinated Debt	43
6.34	Sales of Vehicles	43
6.35	Anti-Terrorism Laws	43
ARTICLE 7. AFFIRMATIVE AND NEGATIVE COVENANTS		44
7.1	Taxes and Other Obligations	44
7.2	Legal Existence and Good Standing	44
7.3	Compliance with Law and Agreements; Maintenance of Licenses	44

ii

7.4	Maintenance of Property; Inspection of Property	45
7.5	Insurance	46
7.6	Insurance and Condemnation Proceeds	47
7.7	Environmental Laws	47
7.8	Compliance with ERISA and other laws	50
7.9	Mergers, Amalgamations, Consolidations or Sales	50
7.10	Distributions; Capital Change; Restricted Investments	51
7.11	Transactions Affecting Collateral or Obligations	52
7.12	Guaranties	52
7.13	Debt	53
7.14	Prepayments; Payments on Subordinated Note Debt; Payments on Intercompany Debt	56
7.15	Transactions with Affiliates	56
7.16	Investment Banking and Finder’s Fees	58
7.17	Business Conducted	58
7.18	Liens	58
7.19	Sale and Leaseback Transactions	58
7.20	New Subsidiaries	58
7.21	Fiscal Year	59
7.22	Depreciation Method	59
7.23	Cash Interest Coverage Ratio	59
7.24	Maximum Consolidated Total Debt to Pro Forma EBITDA Ratio	59
7.25	Minimum Fleet Utilization Rate	60
7.26	Capital Expenditures	60
7.27	Use of Proceeds	61
7.28	Further Assurances	61
7.29	Bank Accounts	61
7.30	Changes Relating to Permitted Subordinated Debt	61
7.31	Access Agreements	61
7.32	Additional Credit Parties	62
7.33	Mortgages	63
7.34	Preferred Stock	63
7.35	[Intentionally deleted]	64
7.36	Center of Main Interest	64
7.37	[Intentionally Deleted]	64
7.38	Anti-Terrorism Laws	64
ARTICLE 8. CONDITIONS OF LENDING		64
8.1	Conditions Precedent to the Effectiveness of this Agreement and the Making of Loans on the Closing Date	64
8.2	Conditions Precedent to Each Loan	67
ARTICLE 9. DEFAULT; REMEDIES		68
9.1	Events of Default	68
9.2	Remedies	71

iii

ARTICLE 10. TERM AND TERMINATION		73
10.1	Term and Termination	73
ARTICLE 11. AMENDMENTS; WAIVERs; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS		74
11.1	Amendments and Waivers	74
11.2	Assignments; Participations	76
ARTICLE 12. THE AGENTS		78
12.1	Appointment and Authorization	78
12.2	Delegation of Duties	79
12.3	Liability of Agent	79
12.4	Reliance by Each Agent	79
12.5	Notice of Default	80
12.6	Credit Decision	80
12.7	Indemnification	80
12.8	Agent in Individual Capacity	81
12.9	Successor Agent	81
12.10	Withholding Tax	81
12.11	Collateral Matters and Release of Guaranties	83
12.12	Restrictions on Actions by Lenders; Sharing of Payments	84
12.13	Agency for Perfection	85
12.14	Payments by Responsible Agent to Applicable Lenders	85
12.15	Settlement	86
12.16	Letters of Credit; Intra-Lender Issues	89
12.17	Concerning the Collateral and the Related Loan Documents	91
12.18	Field Audit and Examination Reports; Disclaimer by Lenders	91
12.19	Relation Among Lenders	92
12.20	Administrative Agent as Security Agent	92
12.21	Protection of Administrative Agent as Security Agent	92
12.22	Co-Agents	93
ARTICLE 13. MISCELLANEOUS		93
13.1	No Waivers; Cumulative Remedies	93
13.2	Severability	94
13.3	Governing Law; Choice of Forum; Service of Process	94
13.4	WAIVER OF JURY TRIAL	95
13.5	Survival of Representations and Warranties	96
13.6	Other Security and Guaranties	96
13.7	Fees and Expenses	96
13.8	Notices	97
13.9	Waiver of Notices	99
13.10	Binding Effect	99

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13.11	Indemnity of the Agents and the Lenders by the Borrowers	99
13.12	Limitation of Liability	100
13.13	Final Agreement	100
13.14	Counterparts	100
13.15	Captions	101
13.16	Right of Setoff	101
13.17	Confidentiality	101
13.18	Conflicts with Other Loan Documents	102
13.19	Currency Indemnity	102
13.20	Reinstatement	103
13.21	Waiver of Counterclaims	103
13.22	USA Patriot Act Notice	103

ANNEXES, EXHIBITS AND SCHEDULES

ANNEX A -	DEFINED TERMS
EXHIBIT A -	[Intentionally deleted]
EXHIBIT B -	FORM OF BORROWING BASE CERTIFICATE
EXHIBIT C -	FINANCIAL STATEMENTS
EXHIBIT D -	FORM OF NOTICE OF BORROWING
EXHIBIT E -	FORM OF NOTICE OF CONTINUATION/CONVERSION
EXHIBIT F -	FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
EXHIBIT G -	FORM OF INSTRUMENT OF JOINDER
EXHIBIT H -	FORM OF OFFICER’S CERTIFICATE OF US BORROWER
EXHIBIT I -	FORM OF UK INTERCREDITOR DEED
SCHEDULE 1 -	LENDERS’ COMMITMENTS (ANNEX A - DEFINED TERMS)
SCHEDULE 6.2	PRIORITY
SCHEDULE 6.4 -	CORPORATE NAME; PRIOR TRANSACTIONS
SCHEDULE 6.5 -	SUBSIDIARIES AND AFFILIATES
SCHEDULE 6.7 -	CAPITALIZATION
SCHEDULE 6.9 -	DEBT

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SCHEDULE 6.10 -	DISTRIBUTIONS
SCHEDULE 6.11 -	REAL ESTATE; LEASES; ORAL LEASES
SCHEDULE 6.12 -	PROPRIETARY RIGHTS
SCHEDULE 6.13 -	TRADE NAMES
SCHEDULE 6.14 -	LITIGATION
SCHEDULE 6.15 -	LABOR DISPUTES
SCHEDULE 6.16 -	ENVIRONMENTAL LAW
SCHEDULE 6.19 -	ERISA COMPLIANCE
SCHEDULE 6.26 -	MATERIAL AGREEMENTS
SCHEDULE 6.27 -	BANK ACCOUNTS
SCHEDULE 6.30 -	NON-GUARANTOR SUBSIDIARIES
SCHEDULE 7.4 -	UK PROPERTIES
SCHEDULE 7.15 -	TRANSACTIONS WITH AFFILIATES

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Execution Copy

AMENDED AND RESTATED CREDIT AGREEMENT

                    This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 30, 2005, (this “Agreement”) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “US Lender” and collectively as the “US Lenders”), BANK OF AMERICA, N.A. with an office at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, as administrative agent for the US Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”), MOBILE STORAGE GROUP, INC., a Delaware corporation, with offices at 7590 North Glenoaks Blvd., Burbank, California 91504 (“MSG”) (MSG and each US Subsidiary (as defined below) of MSG which becomes a Borrower in accordance with this Agreement is sometimes referred to in this Agreement as a “US Borrower” and collectively the “US Borrowers”) and MOBILE SERVICES GROUP, INC., a Delaware corporation (the “Parent Guarantor”).

W I T N E S S E T H:

                    WHEREAS, pursuant to the Existing US Credit Agreement the Existing US Lenders have extended credit in the form of, among other things, Existing US Revolving Loans;

                    WHEREAS, MSG has requested that the US Lenders continue to make available to MSG and each of the US Borrowers a revolving line of credit for revolving loans and letters of credit in an amount not to exceed $260,000,000 less the Dollar Equivalent of the UK Aggregate Outstandings (as defined below), and which extensions of credit the US Borrowers will use for the purposes permitted hereunder;

                    WHEREAS, pursuant to the Existing UK Credit Agreement the Existing UK Lenders have extended credit in the form of, among other things, Existing UK Revolving Loans;

                    WHEREAS, Ravenstock has requested that the UK Lenders continue to make available to Ravenstock and each of the UK Borrowers a revolving line of credit for revolving credit loans and letters of credit in an aggregate amount not to exceed £75,000,000;

                    WHEREAS, each of the Borrowers and the Guarantors are engaged in an interrelated business enterprise with an identity of interests, and accordingly the financing provided under this Agreement and the UK Credit Agreement will directly and indirectly benefit each of the Borrowers and the Guarantors;

                    WHEREAS, the Borrowers would not be able to obtain financing for their businesses and the businesses of their Subsidiaries on terms and conditions as favorable as those set forth in this Agreement and the UK Credit Agreement unless the US Obligors and UK Obligors guarantee the UK Obligations of the UK Borrowers under the UK Credit Agreement and the US Obligors guarantee the US Obligations of the US Borrowers under this Agreement, in each case as provided in the Loan Documents;

                    WHEREAS, each US Credit Party desires that (a) the US Lenders continue the Existing US Letters of Credit as US Letters of Credit, continue the Existing US Revolving Loans and Existing US Commitments as US Revolving Loans and US Commitments hereunder and

agree to increase the Commitments and extend the credit facilities and (b) US Lenders agree to amend and restate the Existing US Credit Agreement in its entirety for the purpose of making the amendments reflected herein;

                    WHEREAS, the US Lenders have agreed to amend and restate the Existing US Credit Agreement in its entirety for the purpose of making the amendments reflected herein, which amendment and restatement shall become effective on the Closing Date upon the satisfaction of the conditions precedent set forth herein;

                    WHEREAS, each UK Credit Party desires that (a) UK Lenders continue the Existing UK Letters of Credit as UK Letters of Credit, continue the Existing UK Revolving Loans and Existing UK Commitments as UK Revolving Loans and UK Commitments under the UK Credit Agreement and agree to increase the Commitments and extend the credit facilities and (b) UK Lenders agree to amend and restate the Existing UK Credit Agreement in its entirety for the purpose of making the amendments reflected in the UK Credit Agreement;

                    WHEREAS, the UK Lenders have agreed to enter into an amendment and restatement agreement relating to the Existing UK Credit Agreement for the purpose of making the amendments reflected therein, which amendment and restatement shall become effective on and from the Closing Date upon the satisfaction of the conditions precedent set forth therein;

                    WHEREAS, each US Borrower desires to continue to guarantee and secure all of the US Obligations hereunder and under the other US Loan Documents to the extent so guaranteed and secured under the Existing US Credit Agreement and the US Loan Documents, as in effect prior to the date hereof, and as further provided herein;

                    WHEREAS, the US Guarantors have agreed to continue to guarantee and secure all of the US Obligations hereunder and under the other US Loan Documents and UK Loan Documents to the extent so guaranteed and secured under the Existing US Credit Agreement and the US Loan Documents and the UK Loan Documents, as in effect prior to the date hereof, and as further provided herein; and

                    WHEREAS, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed thereto in Annex A which is attached hereto and incorporated herein; the rules of construction contained therein shall govern the interpretation of this Agreement, and all annexes, exhibits and schedules attached hereto are incorporated herein by reference.

                    NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, the US Lenders, the Administrative Agent, the Documentation Agent, if any, and the US Borrowers hereby agree as follows.

ARTICLE 1.

LOANS AND LETTERS OF CREDIT

          1.1 Total US Facility. Subject to all of the terms and conditions of this Agreement, the US Lenders agree to continue the Existing Revolving Loans and Existing Letters of Credit as

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US Revolving Loans and Letters of Credit hereunder and to make available a total credit facility of up to $260,000,000 less the Dollar Equivalent of the UK Aggregate Outstandings (the “Total US Facility”) to the US Borrowers from time to time during the term of this Agreement. The Total US Facility shall be composed of a revolving line of credit consisting of US Revolving Loans and Letters of Credit described herein. On the Closing Date, the Borrowers (directly or through funding of a Revolving Loan) shall pay in full the Existing Term Loans and the Existing US Credit Agreement and the Existing UK Credit Agreement shall be amended and restated in their entirety as more particularly described herein and therein and neither the Credit Parties nor the Lenders shall be subject to or bound by any of the terms or provisions of the Existing US Credit Agreement or the Existing UK Credit Agreement and shall only be subject to or bound by the terms and provisions of this Agreement and the UK Credit Agreement in respect of the US Commitments, the UK Commitments, the Loans and other Obligations and the transactions contemplated hereby and thereby, as set forth herein and therein. The parties acknowledge and agree that this Agreement, the UK Credit Agreement and the other Loan Documents do not constitute a novation, payment and reborrowing or termination of the Existing Revolving Loans and other obligations under the Existing US Credit Agreement and the Existing UK Credit Agreement (other than the prepayment of the Existing Term Loans made concurrently with the effectiveness of the US Credit Agreement or the UK Credit Agreement) and that all such obligations (other than the Existing Term Loans so prepaid) are in all respects continued and outstanding as obligations under this Agreement and the UK Credit Agreement with only the terms being modified from and after the Closing Date as provided in this Agreement, the UK Credit Agreement and the other Loan Documents. By its execution hereof, each US Lender consents to the amendment, amendment and restatement, replacement or other modification to any other Loan Document being so amended, amended and restated, replaced or otherwise modified on the Closing Date in the form approved by the Administrative Agent.

          1.2 US Revolving Loans.

                    (a) Amounts. Subject to the satisfaction of the conditions precedent set forth in Article 8, each US Lender severally, but not jointly, agrees, upon the US Borrower Representative’s request from time to time on any US Business Day during the period from the Closing Date to the Termination Date, to make revolving loans in US Dollars (the “US Revolving Loans”) to the US Borrowers (or to continue Existing Revolving Loans under the US Credit Agreement) in amounts not to exceed such US Lender’s Pro Rata Share of US Availability, except for Non-Ratable Loans and Agent Advances (together with the agreement set forth in Section 1.4 to issue Letters of Credit or provide Credit Support for the account of the US Borrowers, the “US Revolving Facility”). The US Lenders, however, in their unanimous discretion, may elect to make US Revolving Loans or issue or arrange to have issued Letters of Credit for the account of the US Borrowers in excess of the US Borrowing Base on one or more occasions, but if they do so, neither the Administrative Agent nor the US Lenders shall be deemed thereby to have changed the limits of the US Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Aggregate Outstandings would exceed Total Excess Availability (with Total Excess Availability for this purpose only calculated as if Aggregate Outstandings, US Aggregate Outstandings and UK Aggregate Outstandings were equal to zero) after giving effect to any US Borrowing or if US Aggregate Outstandings would exceed US Availability (with US Availability for this purpose only calculated as if US Aggregate Outstandings and UK Aggregate Outstandings were equal to zero) after giving effect to any US

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Borrowing, the US Lenders may refuse to make or may otherwise restrict the making of US Revolving Loans as the US Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 1.2(i)

                    (b) Procedure for Borrowing.

                              (1) Each US Borrowing of US Revolving Loans shall be made upon the US Borrower Representative’s irrevocable written notice delivered to the Administrative Agent in the form of a notice of borrowing in the form attached hereto as Exhibit D (“Notice of Borrowing”), which must be received by the Administrative Agent prior to (i) 11:00 a.m. (California time) three US Business Days prior to the requested Funding Date, in the case of US LIBOR Revolving Loans and (ii) 11:00 a.m. (California time) on the requested Funding Date, in the case of US Base Rate Revolving Loans, specifying:

                              (A) the amount of the US Borrowing, which in the case of a US LIBOR Revolving Loan must equal or exceed $1,000,000 (and increments of $500,000 in excess of such amount);

                              (B) the requested Funding Date, which must be a US Business Day;

                              (C) whether the US Revolving Loans requested are to be US Base Rate Revolving Loans or US LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a US Base Rate Revolving Loan); and

                              (D) the duration of the Interest Period for any requested US LIBOR Revolving Loans (and if not specified, it shall be deemed a request for an Interest Period of one month);

provided, however, that with respect to the US Borrowing to be made on the Closing Date, such US Borrowing will consist of US Base Rate Revolving Loans only.

                               (2) In lieu of delivering a Notice of Borrowing, the US Borrower Representative may give the Administrative Agent telephonic notice of such request for advances to the Designated Account of the US Borrowers on or before the deadline set forth above. The Administrative Agent at all times shall be entitled to rely on such telephonic notice in making such US Revolving Loans, regardless of whether any written confirmation is received.

                               (3) The US Borrowers shall have no right to request a US LIBOR Revolving Loan while a Default or Event of Default has occurred and is continuing.

                    (c) Reliance upon Authority; Appointment of US Borrower Representative.

                               (1) Each US Borrower hereby designates MSG as its representative and agent on its behalf for the purposes of issuing Notices of Borrowing and Notices of Conversion/Continuation, in each case in respect of US Revolving Loans, giving instructions with respect to the disbursement of the proceeds of the US Revolving Loans, selecting interest rate options, requesting Letters of Credit for the account of any US Borrower, giving and

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receiving all other notices and consents hereunder or under any of the other US Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any US Borrower or US Borrowers under the Loan Documents (in such capacity, the “US Borrower Representative”). The US Borrower Representative hereby accepts such appointment. Each US Agent, the Letter of Credit Issuer and each US Lender may regard any notice or other communication pursuant to any Loan Document from the US Borrower Representative as a notice or communication from all US Borrowers, and may give any notice or communication required or permitted to be given to the US Borrower or Borrowers hereunder to the US Borrower Representative on behalf of the US Borrower or Borrowers. Each US Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the US Borrower Representative shall be deemed for all purposes to have been made by such US Borrower and shall be binding upon and enforceable against such US Borrower to the same extent as if the same had been made directly by such US Borrower.

                              (2) All US Borrowers acknowledge and agree that the US Borrowers are engaged in an integrated operation that requires financing on the basis of credit availability to each US Borrower, that the co-borrowing arrangement has been established at the request of the US Borrowers, and that each US Borrower expects to derive, directly or indirectly, benefit from such credit availability to the other US Borrowers. Neither any US Agent nor the Letter of Credit Issuer nor any US Lender shall incur any liability to US Borrowers or any other Credit Party as a result of the co-borrowing arrangement for the US Borrowers established by this Agreement and shall not have any liability or responsibility to the US Borrowers to inquire into the allocation, apportionment or use of the proceeds of any US Revolving Loans or extensions of credit hereunder. To induce the US Agents, the Letter of Credit Issuer and the US Lenders to establish this co-borrowing arrangement for the US Borrowers and in consideration thereof, each US Borrower hereby indemnifies the US Agents, the Letter of Credit Issuer and the US Lenders, and their respective successors and assigns, and agrees to hold each of them harmless from any and all liabilities, expenses, losses, damages and claims asserted against them by any Person arising from or incurred by reason of the designation of the US Borrower Representative as such and the co-borrowing arrangements of the US Borrowers as provided in this Agreement, any reliance by any US Agent, the Letter of Credit Issuer or any US Lender on any document, request or instruction given by the US Borrower Representative designated by the US Borrowers herein to act on their behalf or any other action taken by any US Agent, the Letter of Credit Issuer or the US Lenders with respect to the co-borrowing arrangement; provided, however, that no US Borrower shall have an obligation to indemnify any US Agent, the Letter of Credit Issuer or any US Lender under this Section 1.2(c)(2) with respect to any liabilities resulting solely from the gross negligence or willful misconduct of such indemnified party as determined in a final non-appealable judgment of a court of competent jurisdiction. The agreements of the US Borrowers contained in this Section 1.2(c)(2) shall survive payment of all other Obligations.

                              (3) Prior to the Closing Date, the US Borrower Representative shall deliver to the Administrative Agent, a notice setting forth the account of each US Borrower (each, a “Designated Account”) to which the Administrative Agent is authorized to transfer the proceeds of the US Revolving Loans requested hereunder. Each US Borrower may designate a replacement account from time to time by written notice. All such Designated Accounts must be reasonably satisfactory to the Administrative Agent. The Administrative Agent is entitled to rely conclusively on any person’s request for US Revolving Loans on behalf of each US Borrower, so

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long as the proceeds thereof are to be transferred to such Borrower’s Designated Account. The Administrative Agent has no duty to verify the identity of any individual representing himself or herself as a person authorized by the US Borrower to make such requests on its behalf.

                    (d) No Liability. No US Agent shall incur any liability to any US Borrower as a result of acting upon any notice referred to in Section 1.2(b) which the Administrative Agent believes in good faith to have been given by an officer or other person duly authorized by the US Borrower Representative to request US Revolving Loans on behalf of the US Borrowers. The crediting of US Revolving Loans to a US Borrower’s Designated Account conclusively establishes the obligation of such US Borrower to repay such US Revolving Loans as provided herein.

                    (e) Notice Irrevocable. Any Notice of Borrowing (or telephonic notice in lieu thereof) made pursuant to Section 1.2(b) shall be irrevocable. The US Borrowers shall be bound to borrow the funds requested therein in accordance therewith.

          (f) Administrative Agent’s Election. Promptly after receipt of a Notice of Borrowing (or telephonic notice in lieu thereof), the Administrative Agent shall elect to have the terms of Section 1.2(g) or the terms of Section 1.2(h) apply to such requested US Borrowing. If the Administrative Agent declines in its sole discretion to have the Bank make a Non-Ratable Loan pursuant to Section 1.2(h), the terms of Section 1.2(g) shall apply to the requested US Borrowing.

                    (g) Making of US Revolving Loans. If the Administrative Agent elects to have the terms of this Section 1.2(g) apply to a requested US Borrowing, then promptly after receipt of a Notice of Borrowing or telephonic notice in lieu thereof, the Administrative Agent shall notify the US Lenders by telecopy, telephone or e-mail of the requested US Borrowing. Each US Lender shall transfer its Pro Rata Share of the requested US Borrowing to the Administrative Agent in immediately available funds, to the account from time to time designated by the Administrative Agent, not later than 1:00 p.m. (California time) on the applicable Funding Date. After the Administrative Agent’s receipt of all proceeds of such US Revolving Loans, the Administrative Agent shall make the proceeds of such US Revolving Loans available to the US Borrowers on the applicable Funding Date by transferring same day funds to the US Borrower’s Designated Account; provided, however, that the amount of US Revolving Loans so made on any date shall not exceed either US Availability or Total Excess Availability on such date.

                    (h) Making of Non-Ratable Loans.

                              (1) If the Administrative Agent elects, with the consent of the Bank, to have the terms of this Section 1.2(h) apply to a requested US Borrowing, the Bank shall make a US Revolving Loan in the amount of that US Borrowing available to the US Borrower on the applicable Funding Date by transferring same day funds to US Borrower’s Designated Account or, in the case of US Revolving Loans made on the Closing Date, to such accounts as designated by the US Borrower Representative in writing. Each US Revolving Loan made solely by the Bank pursuant to this Section is herein referred to as a “Non-Ratable Loan”, and such US Revolving Loans are collectively referred to as the “Non-Ratable Loans,” Each Non-Ratable

6

Loan shall be subject to all the terms and conditions applicable to other US Revolving Loans except that all payments thereon shall be payable to the Bank solely for its own account. The aggregate amount of Non-Ratable Loans outstanding at any time to all US Borrowers shall not exceed the Dollar Equivalent of $5,000,000. The Administrative Agent shall not request the Bank to make any Non-Ratable Loan if (l) the Administrative Agent has received written notice from any US Lender that one or more of the applicable conditions precedent set forth in Article 8 will not be satisfied on the requested Funding Date for the applicable US Borrowing, or (2) the requested US Borrowing would exceed US Availability or Total Excess Availability on that Funding Date.

                              (2) The Non-Ratable Loans to the US Borrowers shall be secured by the US Agents’ Liens in and to the US Collateral and shall constitute US Base Rate Revolving Loans and Obligations of the US Borrowers hereunder.

                    (i) Agent Advances.

                              (1) Subject to the limitations set forth below, the Administrative Agent is authorized by each US Obligor and each US Lender, from time to time in the Administrative Agent’s sole discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article 8 have not been satisfied, to make US Base Rate Revolving Loans to the US Borrowers on behalf of the US Lenders in an aggregate amount outstanding at any time not to exceed 10% of the US Borrowing Base but not in excess of the Maximum US Amount which the Administrative Agent, in its reasonable business judgment, deems necessary or desirable (1) to preserve or protect the US Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the US Revolving Loans and other US Obligations, or (3) to pay any other amount chargeable to the US Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 13.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the US Required Lenders may at any time revoke the Administrative Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof.

                              (2) The Agent Advances made with respect to any US Borrower shall be secured by the US Agents’ Liens in and to the US Collateral and shall constitute US Base Rate Revolving Loans and Obligations of the US Borrowers hereunder.

          1.3 [Intentionally deleted]

          1.4 Letters of Credit.

                    (a) Agreement to Issue or Cause To Issue. Subject to the terms and conditions of this Agreement, Administrative Agent agrees (i) to cause the Letter of Credit Issuer to issue for the account of a US Borrower one or more commercial/documentary or standby letters of credit when instructed by the US Borrower Representative (“Letter of Credit”) and/or (ii) to provide credit support or other enhancement to an issuer of a letter of credit acceptable to Administrative Agent which issues a Letter of Credit for the account of any US Borrower (any such credit support or enhancement being herein referred to as a “Credit Support”) when

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instructed by such US Borrower Representative from time to time during the term of this Agreement.

                    (b) Amounts; Outside Expiration Date. The Administrative Agent shall not have any obligation to issue or cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the US Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the US Borrowers in connection with the opening thereof would exceed either US Availability or Total Excess Availability at such time; (iii) such Letter of Credit has an expiration date less than 30 days prior to the Stated Termination Date or more than 12 months from the date of issuance for standby letters of credit and 180 days for documentary letters of credit; (iv) a Default or Event of Default has occurred and is continuing; or (v) such Letter of Credit for the account of any US Borrower is denominated in any currency other than Dollars. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each US Lender shall be deemed to have consented to any such extension or renewal unless the Required Lenders shall have provided to the Administrative Agent, written notice that they decline to consent to any such extension or renewal at least thirty (30) days prior to the date on which the Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit.

                    (c) Other Conditions. In addition to conditions precedent contained in Article 8, the obligation of the Letter of Credit Issuer to issue or the Administrative Agent to cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit is subject to the following conditions precedent having been satisfied in a manner reasonably satisfactory to the Administrative Agent:

                              (1) The US Borrower Representative shall have delivered to the Letter of Credit Issuer, at such times and in such manner as such Letter of Credit Issuer may prescribe, an application in form and substance satisfactory to such Letter of Credit Issuer and reasonably satisfactory to the Administrative Agent for the issuance of the Letter of Credit and such other documents as may be required pursuant to the terms thereof, and the form, terms and purpose of the proposed Letter of Credit shall be reasonably satisfactory to the Administrative Agent and the Letter of Credit Issuer; and

                              (2) As of the date of issuance, no order of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed Letter of Credit Issuer refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit.

                     (d) Issuance of Letters of Credit.

                              (1) Request for Issuance. The US Borrower Representative must notify the Administrative Agent of a requested Letter of Credit at least three (3) US Business

8

Days prior to the proposed issuance date (or any lesser period as approved by the Administrative Agent and the Letter of Credit Issuer). Such notice shall be irrevocable and must specify the original face amount of the Letter of Credit requested, the US Business Day of issuance of such requested Letter of Credit, whether such Letter of Credit may be drawn in a single or in partial draws, the US Business Day on which the requested Letter of Credit is to expire, the purpose for which such Letter of Credit is to be issued, and the beneficiary of the requested Letter of Credit. The US Borrower Representative shall attach to such notice the proposed form of the Letter of Credit.

                              (2) Responsibilities of the Administrative Agent; Issuance. As of the US Business Day immediately preceding the requested issuance date of the Letter of Credit, the Administrative Agent shall determine the amount of the US Unused Letter of Credit Subfacility and US Availability or Total Excess Availability. If (i) the face amount of the requested Letter of Credit is less than the US Unused Letter of Credit Subfacility and (ii) the amount of such requested Letter of Credit and all commissions, fees, and charges due from the US Borrower in connection with the opening thereof would not exceed US Availability or Total Excess Availability, the Administrative Agent shall cause the Letter of Credit Issuer to issue the requested Letter of Credit on the requested issuance date so long as the other conditions hereof are met.

                              (3) No Extensions or Amendment. The Administrative Agent shall not be obligated to cause the Letter of Credit Issuer to extend or amend any Letter of Credit issued pursuant hereto unless the requirements of this Section 1.4 are met as though a new Letter of Credit were being requested and issued.

                    (e) Payments Pursuant to Letters of Credit. The US Borrowers agree, jointly and severally, to reimburse immediately the Letter of Credit Issuer for any draw under any Letter of Credit and the Administrative Agent for the account of the US Lenders upon any payment pursuant to any Credit Support, and to pay the Letter of Credit Issuer the amount of all other charges and fees payable to the Letter of Credit Issuer in connection with any Letter of Credit issued for its account immediately when due, irrespective of any claim, setoff, defense or other right which the US Borrowers may have at any time against the Letter of Credit Issuer or any other Person. Each drawing under any Letter of Credit shall constitute a request by the US Borrowers to the Administrative Agent for a Borrowing of a US Base Rate Revolving Loan in the amount of such drawing. The Funding Date with respect to such Borrowing shall be the date of such drawing, and the Administrative Agent is authorized to charge the US Borrowers’ Loan Account for the amount of such drawing in accordance with Section 3.6.

                    (f) Indemnification; Exoneration; Power of Attorney.

                              (1) Indemnification. In addition to amounts payable as elsewhere provided in this Section 1.4, the US Borrowers agree, jointly and severally, to protect, indemnify, pay and save the US Lenders and the Administrative Agent harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) which any US Lender or the Administrative Agent (other than a US Lender in its capacity as Letter of Credit Issuer) may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit or the provision of any Credit Support or

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enhancement in connection therewith. The US Borrowers’ obligations under this Section shall survive payment of all other Obligations.

                              (2) Assumption of Risk by the Applicable Borrowers. As among the US Borrowers, the US Lenders, and the US Agents, the US Borrowers assume all risks of the acts and omissions of, or misuse of any of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the US Lenders and the US Agents (in each case, in their capacity as such) shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (C) the failure of the beneficiary of any Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (D) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (G) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; (H) any consequences arising from causes beyond the control of the US Lenders or the US Agents, including any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority or (I) the Letter of Credit Issuer’s honor of a draw for which the draw or any certificate fails to comply in any respect with the terms of the Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any rights or powers of the US Agents or any US Lender under this Section 1.4(f).

                              (3) Exoneration. Without limiting the foregoing, no action or omission whatsoever by any US Agent or any US Lender (excluding any US Lender in its capacity as a Letter of Credit Issuer) shall result in any liability of any US Agent or any US Lender to any US Borrower, or relieve any US Borrower of any of its obligations hereunder to any such Person.

                              (4) Rights Against Letter of Credit Issuer. Nothing contained in this Agreement is intended to limit the US Borrowers’ rights, if any, with respect to the Letter of Credit Issuer which arise as a result of the letter of credit application and related documents executed by and between the US Borrower (or the US Borrower Representative on its behalf) and the Letter of Credit Issuer.

                              (5) Account Party. Each US Borrower hereby authorizes and directs any Letter of Credit Issuer to name the US Borrower as the “Account Party” therein for any Letter of Credit issued on its behalf and to deliver to the US Agent all instruments, documents and other writings and property received by the Letter of Credit Issuer pursuant to the Letter of Credit, and to accept and rely upon the Administrative Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit or the application therefor.

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                    (g) Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of Section 1.4(b) and Section 10.1, any Letter of Credit or Credit Support is outstanding upon the termination of this Agreement, then upon such termination the US Borrowers shall deposit with the Administrative Agent, for the ratable benefit of the US Agents and the US Lenders, with respect to each Letter of Credit or Credit Support then outstanding, either (X) a standby letter of credit (a “Supporting Letter of Credit”) in form and substance satisfactory to the Administrative Agent, issued by an issuer satisfactory to the Administrative Agent in an amount equal to 105% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any fees and expenses associated with such Letter of Credit or such Credit Support or (Y) cash collateral in such amount. The Administrative Agent shall be entitled to draw on such Supporting Letter of Credit, or withdraw from the cash collateral account, for amounts necessary to reimburse the Administrative Agent and the US Lenders for payments to be made by the Administrative Agent and the US Lenders under such Letter of Credit or Credit Support and any fees and expenses associated with such Letter of Credit or Credit Support. Such Supporting Letter of Credit or cash collateral shall be held by the Administrative Agent, for the ratable benefit of the US Agents and the US Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such Credit Support remaining outstanding. Upon expiration of any such outstanding Letter of Credit, or cancellation and return of such Letter of Credit to the Letter of Credit Issuer, the Administrative Agent shall return to the US Borrowers any Supporting Letter of Credit and pay to the US Borrowers any cash remaining after payment of all amounts due with respect to such Letter of Credit.

          1.5 US Bank Products. Each US Borrower may request and the Administrative Agent may, in its sole and absolute discretion, arrange for such US Borrower to obtain from the Bank or the Bank’s Affiliates’ US Bank Products, although no US Borrower is required to do so. If US Bank Products are provided by an Affiliate of the Bank, the US Borrowers agree, jointly and severally, to indemnify and hold the US Agents, the Bank and the US Lenders harmless from any and all costs and obligations now or hereafter incurred by any US Agent, the Bank or any of the US Lenders which arise from any indemnity given by the Administrative Agent to its Affiliates related to such US Bank Products; provided, however, nothing contained herein is intended to limit any US Borrower’s rights with respect to the Bank or its Affiliates, if any, which arise as a result of the execution of documents by and between any US Borrower and the Bank which relate to US Bank Products. The agreement contained in this Section shall survive termination of this Agreement. Each US Borrower acknowledges and agrees that the obtaining of US Bank Products from the Bank or the Bank’s Affiliates (a) is in the sole and absolute discretion of the Bank or the Bank’s Affiliates, and (b) is subject to all rules and regulations of the Bank or the Bank’s Affiliates.

          1.6 Joint And Several Obligations; Cross-Guaranty.

                    (a) Each US Borrower hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to the US Agents and the US Lenders the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of all US Obligations owed or hereafter owing to the Administrative Agent and the US Lenders by each other US Borrower, regardless of which US Borrower actually receives any US Revolving Loans or other extensions of credit under the US Loan Documents, the amount received by any

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US Borrower or the manner in which any US Borrower, the Administrative Agent or any US Lender accounts for such Loans and other extensions of credit. Each US Borrower agrees that its guaranty of the Obligations hereunder are a continuing guaranty of payment and performance and not of collection, and that its US Obligations under this Section 1.6 shall not be discharged until payment and performance in full of all Obligations and termination of all US Commitments and UK Commitments.

                    (b) The US Obligations of the US Borrowers under this Section 1.6 and the Liens securing such US Obligations shall not be released or impaired by any action or inaction on the part of any US Agent or any US Lender which would otherwise constitute the release of a surety. Without limiting the generality of the foregoing, the liability of any US Borrower hereunder shall not be affected or impaired in any manner by (i) the failure of any Person to become or remain a US Borrower or guarantor or the failure of any US Agent or any US Lender to preserve, protect or enforce any right to require any Person to become or remain a US Borrower or guarantor, (ii) any taking, failure to take, failure to create, perfect or ensure the priority of, or exchange, release or termination or lapse of any Lien securing any US Obligations of any other US Borrower, or any taking, failure to take, release or amendment or waiver of or consent to departure from, any other guaranty of any of the US Obligations of any other US Borrower, (iii) any manner or order of sale or other enforcement of any Lien securing any of the US Obligations or any manner or order of application of the proceeds of any such Lien to the payment of the US Obligations or any failure to enforce any Lien or to apply any proceeds thereof, (iv) any furnishing, exchange, substitution or release of any collateral securing the US Obligations, or any failure to perfect any Lien in any of the collateral securing the US Obligations, or (v) any other circumstance which might otherwise constitute a defense (except the final payment in full) available to, or a discharge of, a surety or guarantor.

                    (c) The liability of each US Borrower under this Agreement for obligations in its capacity as guarantor and its joint and several liability as a co-US Borrower for any other US Borrower’s US Obligations hereunder shall remain valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than final payment in full of the US Obligations), including the occurrence of any of the following, whether or not such Borrower shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Loan Documents, at law, in equity or otherwise) with respect to the US Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the US Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Default) of this Agreement, any of the other Loan Documents or any agreement or instrument executed pursuant hereto or thereto, or of any other guaranty or security for the US Obligations, in each case whether or not in accordance with the terms of this Agreement, such Loan Document or any agreement relating to such other guaranty or security; (iii) the US Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source to the payment of any liability other than the US Obligations, even though the US Lenders might have elected to apply such payment to any part or all of the US Obligations; (v) any consent by any US Lender or any

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US Agent to the change, reorganization or termination of the corporate structure or existence of any other US Borrower, or any other Person and to any corresponding restructuring of the US Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the US Obligations; (vii) any defenses (except the defense of final payment in full), set-offs or counterclaims which any US Borrower, any guarantor or any other Person may allege or assert against any Agent or any Lender in respect of the US Obligations, including, for example, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any US Borrower as an obligor in respect of the US Obligations.

                    (d) To the maximum extent permitted by law, each US Borrower in its capacity as a guarantor hereunder hereby waives and agrees not to assert or take advantage of: (i) any defense now existing or hereafter arising based upon any legal disability or other defense of any other US Borrower or any guarantor or other Person, or by reason of the cessation or limitation of the liability of any other US Borrower or any guarantor or other Person from any cause other than full payment and performance of all obligations due under this Agreement or any of the other Loan Documents; (ii) any defense based upon any lack of authority of the officers, directors, partners or US Agents acting or purporting to act on behalf of any other US Borrower or any guarantor or other Person, or any defect in the formation of any other US Borrower or any guarantor or other Person; (iii) the unenforceability or invalidity of any security or guaranty or the lack of perfection or continuing perfection, or failure of priority of any security for the US Obligations; (iv) any and all rights and defenses arising out of an election of remedies by any US Agent or any US Lender, even though that election of remedies, such as a non-judicial foreclosure with respect to security for an US Obligation, has destroyed such US Borrower’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (v) any defense based upon any failure to disclose to such US Borrower any information concerning the financial condition of any other US Borrower or any guarantor or other Person or any other circumstances bearing on the ability of any other US Borrower or any guarantor or other Person to pay and perform all obligations due under this Agreement or any of the other Loan Documents; (vi) any failure by any US Agent or any US Lender to give notice to such US Borrower or any guarantor or other Person of the sale or other disposition of security, and any defect in notice given by any US Agent or any US Lender in connection with any such sale or disposition of security; (vii) any failure of any US Agent or any US Lender to comply with applicable laws in connection with the sale or disposition of security, including, without limitation, any failure by any US Lender or any US Agent to conduct a commercially reasonable sale or other disposition of such security; (viii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal, or that reduces a surety’s or guarantor’s obligations in proportion to the principal’s obligation; (ix) any use of cash collateral under Section 363 of the Bankruptcy Code; (x) any defense based upon an election by any US Agent or any US Lender, in any proceeding instituted under the Bankruptcy Code, of the application of Section 111l(b)(2) of the Bankruptcy Code or any successor statute; (xi) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Bankruptcy Code; (xii) any right of subrogation, any right to enforce any remedy which any US Agent or any US Lender may have against any other US Borrower or any guarantor or other Person and any right to participate in, or benefit from, any

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security now or hereafter held by the Administrative Agent or any US Lender for the US Obligations of the other US Borrowers, until all US Obligations have been paid in full and the US Commitments terminated; (xiii) presentment, demand, protest and notice of any kind, including notice of acceptance of this Agreement and of the existence, creation or incurring of new or additional US Obligations; (xiv) the benefit of any statute of limitations affecting the liability of any other US Borrower or any guarantor or other Person, enforcement of this Agreement or any other Loan Documents, the liability of any other US Borrower hereunder or the enforcement hereof; (xv) all notices of intention to accelerate and/or notice of acceleration of the US Obligations; (xvi) relief from any applicable valuation or appraisement laws; (xvii) any other action by any US Agent or any US Lender, whether authorized by this Agreement or otherwise, or any omission by any US Agent or any US Lender or other failure of any US Agent or any US Lender to pursue, or delay in pursuing, any other remedy in its power; (xviii) any and all claims and/or rights of counterclaim, recoupment, setoff or offset; and (xix) any defense based upon the application of the proceeds of a Loan for purposes other than the purposes represented by the US Borrowers or intended or understood by any US Agent or any US Lender or any US Borrower. Each US Borrower agrees that the payment and performance of all US Obligations or any part thereof or other act which tolls any statute of limitations applicable to this Agreement or the other Loan Documents shall similarly operate to toll the statute of limitations applicable to such US Borrower’s liability under this Section 1.6. Without limiting the generality of the foregoing or any other provision hereof, each US Borrower further waives any and all rights and defenses that such US Borrower may have as a guarantor because the US Obligations of any of the other US Borrowers are secured by real property of any of the other US Borrowers; this means, among other things, that: (1) the US Lenders may collect from such US Borrower without first foreclosing on any real or personal property collateral pledged by any other US Borrower, (2) if any US Agent or any US Lender forecloses on any real property collateral pledged by any other US Borrower, then (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) any US Agent or any US Lender may collect from such US Borrower even if any US Agent or any US Lender, by foreclosing on the real property collateral, has destroyed any right such US Borrower may have to collect from any other US Borrower. The foregoing sentence is an unconditional and irrevocable waiver of any rights and defenses each US Borrower may have because the US Obligations are secured by real property of any other US Borrower. Each US Borrower acknowledges and agrees that California Civil Code Section 2856 authorizes and validates waivers of a guarantor’s rights of subrogation and reimbursement and waivers of certain other rights and defenses available to a guarantor under California law. Based on the preceding sentence and without limiting the generality of the foregoing waivers contained in this subparagraph or any other provision hereof, each US Borrower expressly waives to the maximum extent permitted by law any and all rights and defenses (except the defense of final payment in full), including without limitation any rights of subrogation, reimbursement, indemnification and contribution (except subrogation or contribution pursuant to this Agreement), which might otherwise be available to such US Borrower under California Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433 and under California Code of Civil Procedure Sections 580a, 580b, 580d and 726 (or any of such sections), to the extent applicable or under the laws of any other jurisdiction to the extent the same are applicable to this Agreement or the agreements, covenants or obligations of any other US Borrower hereunder or under any other US Loan Document.

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                    (e) Each US Borrower is fully aware of the financial condition of the other US Borrowers and is executing and delivering this Agreement based solely upon such US Borrower’s own independent investigation of all matters pertinent hereto and is not relying in any manner upon any representation or statement by any US Agent or any US Lender. Each US Borrower hereby assumes full responsibility for obtaining any additional information concerning the financial condition of the other US Borrowers, or any other guarantor or their respective properties, financial condition and prospects and any other matter pertinent hereto as such US Borrower may desire, and such US Borrower is not relying upon or expecting any US Agent or any US Lender to furnish to such US Borrower any information now or hereafter in the possession of the US Agent or any US Lender concerning the same or any other matter. By executing this Agreement, each US Borrower knowingly accepts the full range of risks encompassed within a contract of this type, which risks such US Borrower acknowledges. No US Borrower shall have the right to require any US Agent or any US Lender to obtain or disclose any information with respect to the US Obligations, the financial condition or prospects of any other US Borrower, the ability of any other US Borrower to pay or perform its US Obligations, the existence, perfection, priority or enforceability of any collateral security for any or all of the US Obligations, the existence or enforceability of any other guaranties of all or any part of the US Obligations, any action or non-action on the part of any US Agent or any US Lender, any other US Borrower or any other Person, or any other event, occurrence, condition or circumstance whatsoever.

                    (f) The US Obligations of each US Borrower as a guarantor (but not its obligations with respect to any Loans or advances made directly or indirectly to it, or Letters of Credit or Credit Support issued for its direct or indirect benefit) shall be limited to an amount not to exceed the greater of (i) the net amount of all Loans advanced to any other US Borrower under this Agreement and then re-loaned or otherwise transferred to or for the benefit of such US Borrower and (ii) the maximum amount of such obligations and liabilities as a guarantor that can be made or assumed by such US Borrower without rendering such obligation or liability void or voidable under applicable laws relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally, in each case giving effect to all liabilities of such US Borrower other than any liabilities in respect of intercompany indebtedness to the extent that it would be discharged in the amount paid by such US Borrower hereunder and giving effect to all rights of subrogation, contribution, reimbursement, indemnity or similar rights pursuant to applicable law or any agreement (the “Maximum Liability”).

                    (g) Each US Borrower hereby agrees that to the extent that any US Borrower makes any payment hereunder on behalf of another US Borrower, the US Borrower making such payment shall be entitled to seek and receive contribution and indemnification from and to be reimbursed by each other US Borrower, in an amount equal to a fraction of such payment, the numerator of which is the Maximum Liability of the US Borrower making the payment and the denominator of which is the Maximum Liability of all US Borrowers as of the date of determination. Each US Borrower’s right of contribution shall be subject to the terms and conditions of this Section 1.6(g). The provisions of this Section 1.6 (g) shall in no respect limit the direct obligations and liabilities of any US Borrower to the US Lenders for any US Revolving Loans and advances made to it, or any Letter of Credit or Credit Support issued for its benefit and each US Borrower shall remain liable to the US Lenders for the full amount of its liabilities under this Agreement.

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                    (h) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, each US Borrower in its capacity as a guarantor hereby expressly and irrevocably subordinates to payment of the US Obligations of the US Borrowers any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off and any and all defenses available to a surety, guarantor or accommodation co-obligor until the US Obligations of the US Borrowers are paid in full in cash and all US Commitments are terminated. Each US Borrower in its capacity as a guarantor only acknowledges and agrees that this subordination is intended to benefit the US Agents and the US Lenders and shall not limit or otherwise affect such US Borrower’s primary liability hereunder or the enforceability of this Section 1.6, and that the US Agents, US Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 1.6.

                    (i) No US Borrower shall be entitled to be subrogated to any of the rights of any US Agent or any US Lender or against any other US Borrower, or any collateral security or guarantee or right to offset held by any US Agent or any US Lender for the payment of the US Obligations of the US Borrowers, as the case may be, nor shall any US Borrower seek or be entitled to seek any contribution or reimbursement from or any other US Borrower in respect of payments made by such US Borrower hereunder, until all amounts owing to the US Agents and the US Lenders on account of the US Obligations of the US Borrowers are paid in full, no Letter of Credit shall be outstanding and the US Commitments are terminated or have expired. If any amount shall be paid to any US Borrower on account of such subrogation rights at any time not permitted hereunder, such amount shall be held by such US Borrower in trust for the Administrative Agent and the US Lenders, segregated from other funds of such US Borrower, and shall, forthwith upon receipt, be turned over to the Administrative Agent in the exact form received (duly endorsed to the Administrative Agent, if required), to be applied against the US Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

                    (j) This Section 1.6 is intended only to define the relative rights of the US Borrowers, the US Agents and the US Lenders and nothing set forth in this Section 1.6 is intended to or shall impair the obligations of the US Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement. Nothing contained in this Section 1.6 shall limit the liability of any US Borrower to pay the Loans or Advances made directly or indirectly to that US Borrower and accrued interest, Fees and expenses with respect thereto, for which such US Borrower shall be primarily liable.

                    (k) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of each US Borrower to which such contribution and indemnification is owing.

ARTICLE 2.
INTEREST AND FEES

          2.1 Interest.

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                    (a) Interest Rates. All outstanding US Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the US Base Rate or the US LIBOR Rate, as applicable, plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time US Revolving Loans are outstanding with respect to which the US Borrower Representative has not delivered to the Administrative Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those US Revolving Loans shall bear interest at a rate determined by reference to the US Base Rate, as applicable, until notice to the contrary has been given to the Administrative Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the outstanding US Obligations shall bear interest as follows:

               (i) For all US Revolving Loans:

               (A) for all US Base Rate Revolving Loans and other US Obligations of the US Obligors (other than US LIBOR Revolving Loans) at a fluctuating per annum rate equal to the US Base Rate plus the Applicable Margin specified for US Base Rate Revolving Loans; and

               (B) For all US LIBOR Revolving Loans at a per annum rate equal to the sum of the US LIBOR Rate plus the Applicable Margin specified for US LIBOR Revolving Loans.

          Each change in the US Base Rate shall be reflected in the interest rate applicable to US Revolving Loans, as of the effective date of such change. All interest charges on US Base Rate Revolving Loans shall be computed on the basis of a year of 360 days and actual days elapsed (which results in more interest being paid than if computed on the basis of a 365-day year). All interest charges on US LIBOR Revolving Loans shall be computed on the basis of a 365-day year and actual days elapsed. The US Borrowers shall pay to the Administrative Agent, for the ratable benefit of US Lenders, interest accrued on all US Base Rate Revolving Loans in arrears on the first day of each month hereafter and on the Termination Date, and the US Borrowers shall pay to the Administrative Agent, for the ratable benefit of the US Lenders interest on all US LIBOR Revolving Loans in arrears on each LIBOR Interest Payment Date.

                    (b) Default Rate. If any Event of Default occurs and is continuing and the Administrative Agent or the Required Lenders in their discretion so elect, then, while any such Event of Default is continuing, all of the US Obligations shall bear interest at the Default Rate applicable thereto.

          2.2 Continuation and Conversion Elections.

                    (a) Subject to Section 1.2(b)(3), the US Borrowers may:

               (i) elect, as of any US Business Day, in the case of US Base Rate Revolving Loans to convert any US Base Rate Revolving Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into US LIBOR Revolving Loans; or

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          (ii) elect, as of the last day of the applicable Interest Period, to continue any US LIBOR Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof);

provided, that if at any time the aggregate amount of US LIBOR Revolving Loans in respect of any single Interest Period is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such US LIBOR Revolving Loans shall automatically convert into US Base Rate Revolving Loans; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month.

                    (b) The US Borrower Representative shall deliver a notice of continuation/conversion in the form attached hereto as Exhibit E (a “Notice of Continuation/Conversion”) to the Administrative Agent not later than 11:00 a.m. (California time), at least three (3) US Business Days in advance of the Continuation/Conversion Date, if the US Revolving Loans are to be converted into or continued as US LIBOR Revolving Loans and specifying:

               (i) the proposed Continuation/Conversion Date;

               (ii) the aggregate amount of US Revolving Loans to be converted or renewed;

               (iii) the type of US Revolving Loans resulting from the proposed conversion or continuation; and

               (iv) the duration of the requested Interest Period, provided, however, the US Borrower Representative may not select an Interest Period that ends after the Stated Termination Date.

                    (c) If upon the expiration of any Interest Period applicable to US LIBOR Revolving Loans, the US Borrower Representative has failed to select timely a new Interest Period to be applicable to such US LIBOR Revolving Loans or if any Default or Event of Default then exists, the US Borrower Representative shall be deemed to have elected to convert such US LIBOR Revolving Loans into US Base Rate Revolving Loans effective as of the expiration date of such Interest Period.

                    (d) The Administrative Agent will promptly notify each US Lender, as applicable, of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each US Lender.

                    (e) There may not be more than six (6) different Interest Periods for US LIBOR Revolving Loans in effect hereunder at any time.

          2.3 Maximum Interest Rate. In no event shall any interest rate provided for hereunder exceed the maximum rate legally chargeable by any US Lender under applicable law for such

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US Lender with respect to loans of the type provided for hereunder (the “Maximum Rate”). If, in any month, any interest rate, absent such limitation, would have exceeded the Maximum Rate, then the interest rate for that month shall be the Maximum Rate, and, if in future months, that interest rate would otherwise be less than the Maximum Rate, then that interest rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the US Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 2.3, have been paid or accrued if the interest rate otherwise set forth in this Agreement had at all times been in effect, then the US Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the applicable US Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been charged if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. If a court of competent jurisdiction determines that the Administrative Agent and/or any US Lender has received interest and other charges hereunder in excess of the Maximum Rate, such excess shall be deemed received on account of, and shall automatically be applied to reduce, the US Obligations of the US Borrowers other than interest, in the inverse order of maturity, and if there are no US Obligations of the US Borrowers outstanding, the Administrative Agent and/or such US Lender shall refund to the US Borrowers such excess.

          2.4 Agent Fees. The US Borrowers agree, jointly and severally, to pay the Administrative Agent fees in the amount and at the times set forth in the confidential fee letter dated as of November 18, 2005, among the Administrative Agent, Banc of America Securities, LLC, Ravenstock and MSG (as amended, restated, supplemented or otherwise modified from time to time, the “Fee Letter”).

          2.5 Unused Line Fee. On the first day of each month and on the Termination Date: (i) the UK Borrowers agree, jointly and severally, to pay to the UK Agent, for the account of the UK Lenders, in accordance with their respective Pro Rata Shares, an unused line fee (the “UK Unused Line Fee”) in an amount equal to the Sterling Equivalent of the Applicable Unused Line Fee Rate multiplied by the amount by which the UK Commitments exceed the average daily amount of UK Aggregate Outstandings and (ii) the US Borrowers agree, jointly and severally, to pay to the Administrative Agent, for the account of the US Lenders, in accordance with their respective Pro Rata Shares, an unused line fee (the “US Unused Line Fee”) in an amount equal to the Dollar Equivalent of (x) the Applicable Unused Line Fee Rate multiplied by the amount by which the Aggregate Commitments exceeds the average daily amount of Aggregate Outstandings less (y) the amount of the UK Unused Line Fee payable for such period during the immediately preceding month or shorter period if calculated for the first month hereafter or on the Termination Date. The Unused Line Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed.

          2.6 Letter of Credit Fee. The US Borrowers agree, jointly and severally, to pay to the Administrative Agent, for the account of the US Lenders, in accordance with their respective Pro Rata Shares, for each Letter of Credit issued under the US Credit Agreement, a fee (the “Letter of Credit Fee”) equal to the Applicable Margin for US LIBOR Revolving Loans and to the

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Administrative Agent for the benefit of the Letter of Credit Issuer a fronting fee of one-eighth of one percent (0.125%) of the undrawn face amount of each Letter of Credit, and to the Letter of Credit Issuer, all customary out-of-pocket costs, fees and expenses incurred by the Letter of Credit Issuer in connection with the application for, processing of, issuance of, extension of, draws under or amendment to any Letter of Credit. The Letter of Credit Fee shall be payable monthly in arrears on the first day of each month following any month in which a Letter of Credit is outstanding and on the Termination Date. The Letter of Credit Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed.

ARTICLE 3.
PAYMENTS AND PREPAYMENTS

          3.1 Revolving Loans. The US Borrowers shall repay the outstanding principal balance of the US Revolving Loans made to such US Borrowers, plus all accrued but unpaid interest thereon, on the Termination Date. The US Borrowers may prepay the US Revolving Loans made to such US Borrowers at any time, and reborrow subject to the terms of this Agreement; provided, however, the US Borrowers may not terminate the Total US Facility unless the UK Borrowers also terminate the Total UK Facility. In addition, and without limiting the generality of the foregoing, (a) the US Borrowers shall pay to the Administrative Agent, for the account of the US Lenders, the amount, without duplication, by which the US Aggregate Outstandings exceed the lesser of the US Borrowing Base or the Maximum US Amount, (b) the US Borrowers shall cause the UK Borrowers to pay to the UK Agent, for the account of the UK Lenders, the amount, without duplication, by which the UK Aggregate Outstandings exceeds the lesser of the UK Borrowing Base or the Maximum UK Amount and (c) the US Borrowers shall either (i) cause the UK Borrowers to pay to the UK Agent, for the account of the UK Lenders, the amount by which the Aggregate Outstandings exceed the Maximum Consolidated Borrowing Base Amount or (ii) pay to the Administrative Agent, for account of the US Lenders, such amount, without duplication.

          3.2 Termination of Facility. The US Borrowers may terminate this Agreement upon at least thirty (30) US Business Days’ notice of intent to terminate and ten (10) US Business Days’ actual notice to the Administrative Agent, the UK Agent and the US Lenders, upon (a) the payment by the Borrowers in full of all outstanding Revolving Loans, together with accrued interest thereon, and the cancellation and return of all outstanding Letters of Credit or the provision of cash collateral or a Supporting Letter of Credit pursuant to Section 1.4(g) hereof and Section 1.4(g) of the UK Credit Agreement, (b) the payment by each Borrower in full in cash of all reimbursable expenses and other Obligations of such Borrower under this Agreement and the UK Credit Agreement, and (c) with respect to any LIBOR Loans prepaid, payment by each Borrower of the amounts due under Section 4.4, if any and the corresponding amounts due, if any, under the UK Credit Agreement.

          3.3 [Intentionally deleted].

          3.4 US LIBOR Revolving Loan Prepayments. In connection with any prepayment, if any US LIBOR Revolving Loans are prepaid prior to the expiration date of the Interest Period applicable thereto, the US Borrowers shall pay to the US Lenders the amounts described in Section 4.4.

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            3.5 Payments by the US Borrowers.

                  (a) All payments to be made by the US Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the US Borrowers shall be made to the Administrative Agent for the account of the applicable US Lenders, at the account designated by the Administrative Agent and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (California time) on the date specified herein. Any payment received by the Administrative Agent on such date after such time shall be deemed to have been received on the following US Business Day and any applicable interest shall continue to accrue.

                  (b) Subject to the provisions set forth in the definition of “Interest Period,” whenever any payment is due on a day other than an US Business Day, such payment shall be due on the following US Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

            3.6 Payments as US Revolving Loans. At the election of the Administrative Agent, all payments of principal, interest, reimbursement obligations in connection with Letters of Credit and Credit Support for Letters of Credit, fees, premiums, reimbursable expenses and other sums payable hereunder or under any US Loan Document may be paid from the proceeds of US Revolving Loans made to the US Borrowers hereunder. Each US Borrower hereby irrevocably authorizes the Administrative Agent to charge the Loan Account of the US Borrowers for the purpose of paying all amounts from time to time due hereunder and agrees that all such amounts charged shall constitute US Base Rate Revolving Loans (including Non-Ratable Loans and Agent Advances) to the US Borrowers.

            3.7 Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the applicable US Lenders (according to the unpaid principal balance of the US Revolving Loans to which such payments relate held by each applicable US Lender) and payments of the fees shall, as applicable, be apportioned ratably among the US Lenders, except for fees payable solely to any US Agent and any Letter of Credit Issuer. All payments shall be remitted to the Administrative Agent and all such payments by any US Borrower not relating to principal or interest or premiums of specific US Revolving Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral of such US Borrower received by the Administrative Agent (other than voluntary or mandatory payments pursuant to Section 7.6), shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent from the US Borrowers; second, to pay any fees or expense reimbursements then due to the US Lenders from the US Borrowers; third, to pay interest due in respect of all US Revolving Loans, including Non-Ratable Loans and Agent Advances, made to the US Borrowers whether or not allowed or allowable in an insolvency proceeding; fourth, to pay or prepay principal of the US Revolving Loans and Agent Advances made to the US Borrowers and unpaid reimbursement obligations in respect of Letters of Credit; fifth, following the occurrence and during the continuance of a Default or an Event of Default, to pay an amount to the Administrative Agent equal to 105% of all outstanding Letter of Credit obligations of the US Borrowers to be held as cash collateral for such obligations; sixth to the payment of any other Obligation to any US Agent, Bank or the US Lenders, including, without limitation, Obligations

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in respect of US Bank Products; and seventh following the occurrence and continuation of a Default or Event of Default, to pay any of the foregoing amounts due to the Administrative Agent or any UK Agent on behalf of and for the benefit of the UK Lenders pursuant to the UK Obligations of the US Borrower, the Parent Guarantor or the US Subsidiaries under or pursuant to the UK Guaranty, the US Parent Guaranty or the US Subsidiary Guaranty; provided that so long as no Default or Event of Default shall have occurred and be continuing, the foregoing shall not be deemed to apply to any payment by any US Borrower specified by such US Borrower to be for the payment of specific obligations then due and payable (or prepayable) under and in accordance with any provision of any Loan Document, Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the US Borrowers or unless an Event of Default has occurred and is continuing or following termination of this Agreement, neither the Administrative Agent nor any US Lender shall apply any payments which it receives to any US LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such US LIBOR Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding US Base Rate Revolving Loans made to the US Borrowers and, in any event, in each case the US Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. Upon the occurrence and during the continuation of an Event of Default and, prior thereto in order to correct any error or otherwise with the consent of the Lenders required pursuant to Section 11.1(b) hereof, the Administrative Agent and the US Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations of the US Borrowers.

          3.8 Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the US Obligations, any US Agent, any US Lender, Bank or any Affiliate of the Bank, is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the US Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by such US Agent, such US Lender, Bank or such Affiliate and the US Borrowers shall be jointly and severally liable to pay to the US Agents, the US Lenders, Bank and such Affiliate, and hereby do jointly and severally indemnify the US Agents, the US Lenders, Bank and such Affiliate and hold the US Agents, the US Lenders, Bank and such Affiliate harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 shall be and remain effective notwithstanding any contrary action which may have been taken by any US Agent, any US Lender, Bank or any such Affiliate in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the US Agents’, the US Lenders’, Bank’s and such Affiliate’s rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreement.

          3.9 US Agents’ and US Lenders’ Books and Records; Monthly Statements. The Administrative Agent shall record the principal amount of the US Revolving Loans owing to the US Lenders, the undrawn face amount of all outstanding Letters of Credit issued for the account of the US Borrowers and the aggregate amount of unpaid reimbursement obligations outstanding with respect to the Letters of Credit for the account of the US Borrowers from time to time on its

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books. In addition, each US Lender may note the date and amount of each payment or prepayment of principal of such US Lender’s Loans in its books and records. Failure by the US Agents or any US Lender to make such notation shall not affect the obligations of the US Borrowers with respect to the US Revolving Loans or the Letters of Credit. The US Borrowers agree that the US Agents’ and each US Lender’s books and records showing the US Obligations and the transactions pursuant to this Agreement and the other Loan Documents shall be admissible in any action or proceeding arising therefrom, and shall constitute rebuttably presumptive proof thereof, irrespective of whether any US Obligation is also evidenced by a promissory note or other instrument. The Administrative Agent will provide to the US Borrowers a monthly statement of US Revolving Loans, payments, and other transactions with respect to such US Borrowers pursuant to this Agreement. Such statement shall be deemed correct, accurate, and binding on such US Borrowers and an account stated (except for reversals and reapplications of payments made as provided in Section 3.7 hereof and corrections of errors discovered by the Administrative Agent), unless the US Borrower Representative notifies the Administrative Agent in writing to the contrary within 45 days after such statement is rendered. In the event a timely written notice of objections is given by the US Borrower Representative, only the items to which exception is expressly made will be considered to be disputed by the US Borrowers.

          3.10 [Intentionally deleted]

ARTICLE 4.
TAXES, YIELD PROTECTION AND ILLEGALITY

          4.1 Taxes.

                    (a) Any and all payments by each US Obligor to any Lender or any Agent under this Agreement and any other Loan Document shall be made free and clear of, and without deduction or withholding for any Taxes. In addition, each US Obligor shall pay all Other Taxes with respect to the US Obligations of such US Obligor and the payments due under the execution, delivery, registration and performance of this Agreement, or otherwise and any other Loan Document.

                    (b) Each US Obligor shall indemnify the US Agents and each US Lender for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by any US Agent or such US Lender with respect to the US Obligations of such US Obligor and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto. Each US Agent and each US Lender seeking indemnification pursuant to this Section 4.1(b) agrees to deliver to the US Borrower Representative evidence of the Taxes or Other Taxes forming the basis for any such claim; provided that the prior delivery or sufficiency, in the judgment of the US Borrower Representative, of such evidence shall in no way be a condition of the US Obligors’ obligations to indemnify the US Agent or US Lender pursuant to this Section 4.1(b). No US Obligor shall be obligated to make a payment to a US Agent or US Lender pursuant to this clause in respect of penalties, interest and other liabilities attributable to any Taxes or Other Taxes if such penalties, interest and other liabilities are attributable to the gross negligence or willful misconduct of such US Agent or US Lender. After a US Agent or US Lender receives notice of the imposition of the

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Taxes or Other Taxes that are subject to this Section, such US Agent or US Lender will act in good faith to promptly notify each US Obligor of its obligations hereunder.

                    (c) If any US Obligor shall be required by law to deduct or withhold any Taxes or Other Taxes from or in respect of any sum payable hereunder to any US Lender or any US Agent, then, without duplication:

          (i) the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) such US Lender or such US Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made;

          (ii) such US Obligor shall make such deductions and withholdings;

          (iii) such US Obligor shall pay the full amount deducted or withheld to the relevant taxing authority or other authority in accordance with applicable law; and

          (iv) each US Borrower shall also pay to each US Lender or such US Agent for the account of such US Lender, at the time interest is paid, all additional amounts which the respective US Lender specifies as necessary to preserve the after-tax yield such US Lender would have received if such Taxes or Other Taxes had not been imposed.

                    (d) At any US Agent’s request, within 30 days after the date of any payment by any US Obligor of Taxes or Other Taxes, the US Borrower shall furnish such US Agent, if available, the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment satisfactory to such US Agent.

                    (e) If any US Obligor is required to pay additional amounts to any US Lender pursuant to this Section, then such US Lender shall, upon the request and at the expense of the US Borrowers, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by such Obligor which may thereafter accrue, if such change, in the sole judgment of such US Lender, (i) is not otherwise disadvantageous to such US Lender and (ii) would avoid the need for or reduce the amount of such additional amounts.

          4.2 Illegality.

                    (a) If any US Lender determines that the introduction of any Requirement of Law, or any change in any Requirement of Law, or change in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any US Lender or its applicable lending office to make US LIBOR Revolving Loans, then, on notice thereof by that US Lender to the US Borrower Representative through the Administrative Agent, any obligation of that US Lender to make US

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LIBOR Revolving Loans shall be suspended until that US Lender notifies the Administrative Agent and the US Borrower that the circumstances giving rise to such determination no longer exist.

                    (b) If any US Lender determines that the introduction of any Requirement of Law, or any change in any Requirement of Law, or change in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any other Governmental Authority has asserted that it is unlawful, for any US Lender or its applicable lending office to maintain any US LIBOR Revolving Loans, the US Borrower shall, upon its receipt of notice thereof by that US Lender to the US Borrower Representative through the Administrative Agent and demand from such US Lender (with a copy to the Administrative Agent), prepay in full such US LIBOR Revolving Loans of that US Lender then outstanding, together with interest accrued thereon and amounts required under Section 4.4, either on the last day of the Interest Period thereof, if that US Lender may lawfully continue to maintain such US LIBOR Revolving Loans to such day, or immediately, if that US Lender may not lawfully continue to maintain such US LIBOR Revolving Loans. If the US Borrowers are required to so prepay any US LIBOR Revolving Loans, then concurrently with such prepayment, the US Borrowers shall borrow from the affected US Lender, in the amount of such repayment, a US Base Rate Revolving Loan. Each US Lender agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different lending office if such designation will, in the sole judgment of such US Lender, avoid the need for such notice and will not otherwise be disadvantageous to such Lender.

                    (c) Should any US Lender’s US LIBOR Loans be suspended under the provisions of Section 4.2, then without limiting its obligations to reimburse any US Lender for compensation claimed pursuant to this Section 4.2, the US Borrowers may, within 60 days following such occurrence, treat that US Lender as an “Affected Lender” under Section 4.6 and exercise the applicable remedies set forth therein, subject to the conditions and limitation set forth therein.

          4.3 Increased Costs and Reduction of Return.

                    (a) If any US Lender determines that due to either (i) the introduction of or any change in the interpretation of any law or regulation or (ii) the compliance by that US Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such US Lender of agreeing to make or making, funding or maintaining any US LIBOR Revolving Loans, without duplication, then the US Borrowers shall jointly and severally be liable for, and shall from time to time, within two US Business Days of demand by such US Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such US Lender, additional amounts as are sufficient to compensate such US Lender for such increased costs.

                    (b) If any US Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof,

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or (iv) compliance by such US Lender or any corporation or other entity controlling such US Lender with any Capital Adequacy Regulation, affects the amount of capital required to be maintained by such US Lender or any corporation or other entity controlling such US Lender and (taking into consideration such US Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such US Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its US Commitments, loans, credits or obligations under this Agreement, then, upon demand of such US Lender to the US Borrower Representative in respect of which such US Lender has a US Commitment through the Administrative Agent, the US Borrowers shall pay to such US Lender, from time to time as specified by such US Lender, additional amounts sufficient to compensate such US Lender for such increase.

                    (c) If any US Obligor is required to pay additional amounts to any US Lender pursuant to this Section, then such US Lender shall, upon the request and at the expense of the US Borrowers, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by such US Obligor which may thereafter accrue, if such change, in the sole judgment of such US Lender, (i) is not otherwise disadvantageous to such US Lender and (ii) would avoid the need for or reduce the amount of such additional amounts.

          4.4 Funding Losses. Each US Borrower shall reimburse each US Lender and hold each US Lender harmless from any loss or expense which such US Lender may sustain or incur as a consequence of:

                    (a) the failure of such US Borrower to make on a timely basis any payment of principal of any US LIBOR Revolving Loan;

                    (b) the failure of such US Borrower to borrow, continue or convert a Loan after such US Borrower has given a Notice of Borrowing or a Notice of Continuation/Conversion; or

                    (c) the prepayment or other payment (including after acceleration thereof) of any US LIBOR Revolving Loan on a day that is not the last day of the relevant Interest Period;

including any such loss of anticipated profit and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its US LIBOR Revolving Loans or from fees payable to terminate the deposits from which such funds were obtained. Each US Borrower shall also pay any customary administrative fees charged by any US Lender in connection with the foregoing.

          4.5 Inability to Determine Rates. If the Administrative Agent determines that for any reason (a) adequate and reasonable means do not exist for determining the US LIBOR Rate for any requested Interest Period with respect to a proposed US Revolver LIBOR Loan or (b) that the US LIBOR Rate for any requested Interest Period with respect to a proposed US LIBOR Revolving Loan does not adequately and fairly reflect the cost to the applicable US Lenders of funding such US LIBOR Revolving Loan, the Administrative Agent will promptly so notify such US Borrower Representative and each such US Lender. Thereafter, the obligation of the US

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Lenders to make or maintain US LIBOR Revolving Loans hereunder shall be suspended until the Administrative Agent revokes such notice in writing. Upon receipt of such notice, (A) in the case of US Revolving Loans, (I) US Borrower Representative may revoke any Notice of Borrowing or Notice of Continuation/Conversion in respect of US Revolving Loans then submitted by it without cost or expense to any US Borrower and (II) if the US Borrower Representative does not revoke such Notice, the US Lenders shall make, convert or continue the US Revolving Loans, as proposed by the US Borrower Representative, in the amount specified in the applicable notice submitted by the US Borrower Representative, but such US Revolving Loans shall be made, converted or continued as US Base Rate Loans instead of US LIBOR Revolving Loans.

          4.6 Certificates of Lenders.

                    (a) Any US Lender claiming reimbursement or compensation under this Article 4 (an “Affected Lender”) shall determine the amount thereof and shall deliver to the US Borrower Representative (with a copy to the Administrative Agent) a certificate setting forth in reasonable detail the amount payable to such Affected Lender, and such certificate shall be conclusive and binding on the US Borrowers in the absence of manifest error.

                    (b) Without limiting its obligations to reimburse an Affected Lender for compensation theretofore claimed by an Affected Lender pursuant to this Article 4, US Borrowers may, within 60 days following any demand by an Affected Lender, request that one or more Persons that are Eligible Assignees and that are approved by the Administrative Agent (which approval shall not be unreasonably withheld) purchase all (but not part) of the Affected Lender’s then outstanding US Loans, and assume its Pro Rata Share of the US Commitments and its obligations hereunder; provided that such request may not be made, and the Administrative Agent and the US Lenders shall have no obligations under this Section 4.6(b), if and to the extent that the basis for any such reimbursement or compensation with respect to such Affected Lender is, in the judgment of the Administrative Agent, applicable to the US Required Lenders or has resulted or could reasonably be expected to result in any claim for reimbursement or compensation under this Article 4 by the US Required Lenders. If one or more such Eligible Assignees so agree in writing (each, an “Assuming Lender,” and collectively, the “Assuming Lenders”), the Affected Lender shall assign its Pro Rata Share of the Aggregate Commitments (including, for the avoidance of doubt, the UK Commitments), together with the outstanding Revolving Loans (including, for the avoidance of doubt, the UK Revolving Loans) to the Assuming Lender or Assuming Lenders in accordance with Section 11.2; provided that, unless the Assuming Lender has also agreed to accept the assignment of all UK Commitments and UK Revolving Loans pursuant to the terms of the UK Credit Agreement, the US Lender shall not be required or permitted to assign its US Commitments or US Revolving Loans pursuant to this Section and any purported assignment pursuant to this Section shall be null and void. On the date of any such assignment, the Affected Lender which is being so replaced shall cease to be a “Lender” for all purposes of this Agreement and shall receive (x) from the Assuming Lender or Assuming Lenders the principal amount of its outstanding Loans and (y) from US Borrowers all interest and fees accrued and then unpaid with respect to such US Revolving Loans, together with any other amounts then payable to such US Lender by US Borrowers.

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          4.7 Survival. The agreements and obligations of the US Obligors in this Article 4 shall survive the payment of all other Obligations.

ARTICLE 5.
BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES

          5.1 Books and Records. Each Credit Party shall maintain in accordance with GAAP applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a), and shall cause each of their Subsidiaries to maintain, at all times, correct and complete books, records and accounts in which complete, correct and timely entries are made of their transactions. The Credit Parties shall, and shall cause each of their Subsidiaries to, by means of appropriate entries, reflect in such accounts and in all Financial Statements proper liabilities and reserves for all taxes and proper provision for depreciation and amortization of property and bad debts, all in accordance with GAAP. The Credit Parties shall, and shall cause each of their Subsidiaries to, maintain at all times books and records pertaining to the Collateral in such detail, form and scope as the Administrative Agent, UK Agent or any Lender shall reasonably require, including, but not limited to, records of: (a) all payments received and all credits and extensions granted with respect to the Accounts; (b) the return, repossession, loss, damage, or destruction of any Rental Fleet Assets, Sales Inventory or Machinery and Equipment included in the Applicable Borrowing Base; and (c) all other material dealings affecting the Collateral.

          5.2 Financial Information. The Parent Guarantor and the Borrowers shall promptly furnish to each Lender all such financial information regarding any Credit Party or any of their Subsidiaries as the Administrative Agent or the UK Agent shall reasonably request. Without limiting the foregoing, the Borrowers will furnish to the Administrative Agent and the UK Agent, in sufficient copies for distribution by the Administrative Agent and the UK Agent, as applicable, to each Lender, in such detail as the Administrative Agent, the UK Agent or the Lenders shall reasonably request, the following:

                    (a) As soon as available, but in any event not later than ninety (90) days after the end of each Fiscal Year (except as set forth in clause (v) below), (i) consolidated audited balance sheets, income statements, cash flow statements and changes in stockholders’ equity for the Parent Guarantor and its consolidated Subsidiaries for such Fiscal Year, and the accompanying notes thereto, (ii) consolidating unaudited balance sheets, income statements and cash flow statements for the Parent Guarantor and its consolidated Subsidiaries, (iii) unaudited balance sheets and income statements for the Parent Guarantor and its consolidated US Subsidiaries, (iv) unaudited balance sheets and income statements for Ravenstock and its consolidated Subsidiaries and (v) balance sheets and income statements for Ravenstock and its consolidated Subsidiaries audited in accordance with UK GAAP and to be delivered as soon as available, but in any event not later than one hundred and eighty (180) days after the end of each Fiscal Year, setting forth in the case of each of the preceding clauses (i), (iii), (iv) and (v), in comparative form, figures for the previous Fiscal Year, all in reasonable detail, fairly presenting the financial position and the results of operations of the applicable Persons as at the date thereof and for the Fiscal Year then ended, prepared in accordance with GAAP (other than the absence of footnotes to the Financial Statements delivered pursuant to clauses (ii), (iii) and (iv) and other than clause (v) which has been prepared in accordance with UK GAAP) and denominated in

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Dollars (other than with respect to clauses (iv) and (v), which Financial Statements shall be denominated in Pounds Sterling). The consolidated audited financial statements shall be examined in accordance with generally accepted auditing standards by and, in the case of such statements performed on a consolidated basis, accompanied by a report thereon unqualified in any respect of independent certified public accountants of national standing selected by the US Borrower Representative. The US Borrower Representative, simultaneously with retaining such independent public accountants to conduct such annual audit, shall send a letter to such accountants, with a copy to the Administrative Agent, the UK Agent and the Lenders, notifying such accountants that one of the primary purposes for retaining such accountants’ services and having audited financial statements prepared by them is for use by the Administrative Agent, the UK Agent and the Lenders. At reasonable times and upon reasonable advance notice and the provision of an opportunity for the UK Borrower Representative to participate or accompany the UK Agent and/or the Administrative Agent, each UK Borrower hereby authorizes the Administrative Agent and the UK Agent to communicate directly with the US Borrowers’ certified public accountants and, by this provision, authorizes those accountants to disclose to the Administrative Agent and the UK Agent any and all financial statements and other supporting financial documents and schedules relating to the Credit Parties and their Subsidiaries and to discuss directly with the Administrative Agent and the UK Agent the finances and affairs of the Credit Parties and their Subsidiaries.

                    (b) As soon as available, but in any event not later than forty (40) days after the end of each Fiscal Quarter, (i) consolidated unaudited balance sheets of the Parent Guarantor and its consolidated Subsidiaries as at the end of such Fiscal Quarter, and consolidated unaudited income statements and cash flow statements for the Parent Guarantor and its consolidated Subsidiaries for such Fiscal Quarter and for the period from the beginning of the Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail, fairly presenting the financial position and results of operations of the Parent Guarantor and its consolidated Subsidiaries as at the date thereof and for such periods, and, in each case, in comparable form, figures for the corresponding period in the prior Fiscal Year, (ii) consolidating unaudited balance sheets and income statements for the Parent Guarantor and its consolidated Subsidiaries, (iii) unaudited balance sheets and income statements for the Parent Guarantor and its consolidated US Subsidiaries and (iv) unaudited balance sheets and income statements for Ravenstock and its consolidated Subsidiaries, in each case prepared in accordance with GAAP (other than the absence of footnotes and subject to normal year-end audit adjustments) applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a) and denominated in Dollars (other than with respect to clause (iv), which Financial Statements shall be denominated in Pounds Sterling). The Parent Guarantor shall certify by a certificate signed by its chief financial officer that all such statements have been prepared in accordance with GAAP (other than the absence of footnotes and subject to normal year-end audit adjustments) and fairly present the financial position of the applicable Credit Parties and their Subsidiaries as at the dates thereof and their results of operations for the periods then ended, subject to normal year-end adjustments.

                    (c) As soon as available, but in any event not later than thirty (30) days after the end of each month, (i) unaudited balance sheets and income statements for the Parent Guarantor and its consolidated US Subsidiaries and (ii) unaudited balance sheets and income statements for Ravenstock and its consolidated Subsidiaries, in each case prepared in accordance

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with GAAP (other than the absence of footnotes and subject to normal year-end audit adjustments) applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a) and denominated in Dollars (other than with respect to clause (ii), which such Financial Statements shall be denominated in Pounds Sterling). The Parent Guarantor shall certify by a certificate signed by its chief financial officer that all such statements have been prepared in accordance with GAAP (other than the absence of footnotes and subject to normal year-end audit adjustments) and present fairly the financial position of the applicable Credit Parties and their Subsidiaries as at the dates thereof and their results of operations for the periods then ended, subject to normal year-end adjustments.

                    (d) With each of the annual audited Financial Statements delivered pursuant to Section 5.2(a), and the unaudited Financial Statements delivered pursuant to Section 5.2(b), a certificate of the chief financial officer of the US Borrower Representative (the “Compliance Certificate”) setting forth in reasonable detail the calculations required to establish that the Credit Parties were in compliance with the covenants set forth in Sections 7.23 through 7.26 during the period covered in such Financial Statements and as at the end thereof and a calculation of Pro Forma EBITDA for the Permitted Acquisitions completed during such period, and stating that, except as explained in reasonable detail in such certificate, (A) all of the representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are correct and complete in all material respects as at the date of such certificate as if made at such time, except for those that speak as of a particular date, (B) the Credit Parties are, at the date of such certificate, in compliance in all material respects with all of their respective covenants and agreements in this Agreement and the other Loan Documents, and (C) no Default or Event of Default then exists or existed during the period covered by the Financial Statements for such period. If such certificate discloses that a representation or warranty is not correct or complete, or that a covenant has not been complied with, or that a Default or Event of Default existed or exists, such certificate shall set forth what action the Applicable Borrower has taken or proposes to take with respect thereto.

                    (e) No sooner than sixty (60) days before and not later than the beginning of each Fiscal Year, (i) annual forecasts (to include forecasted consolidated balance sheets, income statements and cash flow statements) for the Parent Guarantor and its consolidated Subsidiaries, (ii) annual forecasted income statements for the Parent Guarantor and its consolidated US Subsidiaries and (iii) annual forecasted income statements for Ravenstock and its consolidated Subsidiaries as at the end of and for each Fiscal Quarter of such Fiscal Year approved by the board of directors of such entity and in detail reasonably acceptable to the Administrative Agent and the UK Agent.

                    (f) Promptly after filing with the PBGC, the IRS or other Governmental Authority, a copy of each annual report or other filing filed with respect to any Plan of any Credit Party or any of its Subsidiaries.

                    (g) Promptly upon the filing thereof, copies of all reports, if any, to or other documents filed by any Credit Party or any of its Subsidiaries with the Securities and Exchange Commission under the Exchange Act, and all reports, notices, or statements sent or received by any Credit Party or any of its Subsidiaries to or from the holders of any publicly traded equity interests of the US Borrowers or any such Subsidiary (other than routine non-material

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correspondence sent by shareholders) or of any Debt of the Borrowers or any of their Subsidiaries, including, without limitation, Debt registered under the Securities Act, or to or from the trustee under any indenture under which the same is issued.

                    (h) As soon as available, but in any event not later than 15 days after any Credit Party’s receipt thereof, a copy of all management reports and management letters prepared for such Credit Party by any independent certified public accountants of any Credit Party or any of its Subsidiaries.

                    (i) Promptly after their preparation, copies of any and all proxy statements, financial statements, and reports which any Credit Party or any of its Subsidiaries makes available to its shareholders generally.

                    (j) If requested by the Administrative Agent or the UK Agent, promptly after filing with the IRS or any other Governmental Authority, a copy of each tax return filed by any Credit Party or by any of its Subsidiaries.

                    (k) As soon as available, but in any event within twenty (20) days after the end of each month (for such month), a Borrowing Base Certificate in the form of Exhibit B to this Agreement and all supporting information required in accordance with Section 9 of the Security Agreement and Section 4.4(c) of the UK Debenture.

                    (l) With each of the monthly Financial Statements delivered pursuant to Section 5.2(c), a certificate of the chief financial officer of the US Borrower Representative (the “M&E Disposition Certificate”) setting forth for the most recently completed month in reasonable detail: (i) the nature, equipment identification number and net book value of Eligible Machinery and Equipment that was sold, exchanged or otherwise disposed pursuant to Section 7.9(c) hereof, both individually and in the aggregate, (ii) the amount of proceeds, if any, received in respect of any such sale, exchange or other disposition of Eligible Machinery and Equipment, both individually and in the aggregate and (iii) the purchase price paid, if any, in respect of any Eligible Machinery and Equipment that was purchased, acquired or otherwise received in exchange for any Eligible Machinery and Equipment that was sold, exchanged or otherwise disposed pursuant to Section 7.9(c) hereof, both individually and in the aggregate.

                    (m) With each of the monthly Financial Statements delivered pursuant to Section 5.2(c), a certificate of the chief financial officer of the US Borrower Representative (the “Vehicle Sales Certificate”), in a form reasonably satisfactory to the Administrative Agent, setting forth, in reasonable detail, such information regarding the sale and lease of motor vehicles subject to any motor vehicle registration statutes as the Administrative Agent reasonably requests.

                    (n) Such additional information as the Administrative Agent or the UK Agent may from time to time reasonably request regarding the financial and business affairs of any Credit Party or any of its Subsidiaries.

          5.3 Notices to the Lenders. Each Borrower shall notify the Administrative Agent, the UK Agent and the Lenders in writing of the following matters at the following times:

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                    (a) Immediately after becoming aware of any Default or Event of Default;

                    (b) Immediately after becoming aware of the assertion by the holder of any Capital Stock of any Credit Party or of any of its Subsidiaries or the holder of any Debt of any Credit Party or any of its Subsidiaries in a face amount in excess of the Dollar Equivalent of $2,000,000 that a default exists with respect thereto or that such Credit Party or such Subsidiary is not in compliance with the terms thereof, or the threat or commencement by such holder of any enforcement action because of such asserted default or non-compliance;

                    (c) Immediately after becoming aware of any event or circumstance which could reasonably be expected to have a Material Adverse Effect;

                    (d) Promptly after a Responsible Officer of any Credit Party becomes aware of any pending or threatened action, suit, or proceeding by any Person, or any pending or threatened investigation by a Governmental Authority, which could reasonably be expected to have a Material Adverse Effect;

                    (e) Promptly after a Responsible Officer of any Credit Party becomes aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting any Credit Party or any of its Subsidiaries in a manner which could reasonably be expected to have a Material Adverse Effect;

                     (f) Promptly after a Responsible Officer of any Credit Party becomes aware of any violation of any law, statute, regulation, or ordinance of a Governmental Authority affecting any Credit Party or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect;

                    (g) Promptly after any Responsible Officer of any Credit Party becomes aware of receipt of any notice of any violation by any Credit Party or any of its Subsidiaries of any Environmental Law which could reasonably be expected to have a Material Adverse Effect or that any Governmental Authority has asserted in writing that any Credit Party or any of its Subsidiaries is not in compliance with any Environmental Law or is investigating the Credit Party’s or such Subsidiary’s compliance therewith;

                     (h) Promptly after any Responsible Officer of any Credit Party becomes aware of receipt of any written notice that any Credit Party or any of its Subsidiaries is or may be liable to any Person as a result of the Release or threatened Release or that such Credit Party or any of its Subsidiaries is subject to investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to the Release or threatened Release which, in either case, is reasonably likely to give rise to liability in excess of the Dollar Equivalent of $2,000,000;

                    (i) Promptly after any Responsible Officer of any Credit Party becomes aware of receipt of any written notice of the imposition of any Environmental Lien against any property of any Credit Party or any of its Subsidiaries;

                    (j) Any change in a Credit Party’s name as it appears in the jurisdiction of its organization, organizational identification number, chief executive office, locations of branches

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of any Credit Party or other Real Estate locations owned or leased by any Credit Party, its Subsidiaries or their Agencies at which any Collateral is located, or form of organization, trade names under which any Credit Party will sell Inventory or create Accounts, or to which instruments in payment of Accounts may be made payable, in each case at least thirty (30) days prior thereto;

                    (k) Within ten (10) US Business Days after a Responsible Officer of any Credit Party or any ERISA Affiliate knows that an ERISA Event or a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred, and, when known, any action taken or threatened by the IRS, the DOL, the PBGC or other applicable Governmental Authority with respect thereto;

                    (l) Upon request, or, in the event that such filing reflects a significant change with respect to the matters covered thereby, within three (3) US Business Days after the filing thereof with the PBGC, the DOL, the IRS or other Governmental Authority, as applicable, copies of the following: (i) each annual report (Form 5500 series), including Schedule B thereto, filed with the PBGC, the DOL or the IRS with respect to each Plan, (ii) a copy of each funding waiver request filed with the PBGC, the DOL or the IRS with respect to any Plan and all communications received by any Credit Party or any ERISA Affiliate from the PBGC, the DOL, the IRS or other Governmental Authority, with respect to such request, and (iii) a copy of each other filing or notice filed with the PBGC, the DOL, the IRS, or other Governmental Authority, with respect to each Plan by either any Credit Party or any ERISA Affiliate;

                    (m) Upon request, copies of each actuarial report for any Plan, Foreign Pension Plan or Multiemployer Plan and annual report for any Multiemployer Plan; and within three (3) US Business Days after receipt thereof by any Credit Party or any ERISA Affiliate, copies of the following: (i) any notices of the PBGC’s or other Governmental Authority’s intention to terminate a Plan or to have a trustee appointed to administer such Plan; (ii) any favorable or unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code; or (iii) any notice from a Multiemployer Plan regarding the imposition of withdrawal liability;

                    (n) Within three (3) US Business Days after the occurrence thereof: (i) any changes in the benefits of any existing Pension Plan which increase the Credit Parties’ annual costs with respect thereto by an amount in excess of the Dollar Equivalent of $250,000, or the establishment of any new Pension Plan or Foreign Pension Plan or the commencement of contributions to any Pension Plan or Foreign Pension Plan to which any Credit Party or any of its ERISA Affiliates were not previously contributing; or (ii) any failure by any Credit Party or any of its ERISA Affiliates to make a required installment or any other required payment under Section 412 of the Code on or before the due date for such installment or payment;

                    (o) Within three (3) US Business Days after a Responsible Officer of any Credit Party or any of its ERISA Affiliates knows that any of the following events has or will occur: (i) a Multiemployer Plan has been or will be terminated; (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan; (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a

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Multiemployer Plan; or (iv) a Reportable Event or Termination Event in respect of any Plan has or will occur;

                    (p) Promptly after any Borrower has notified any Agent of any intention by any Credit Party to treat the Loans and/or Letters of Credit and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form;

                    (q) Each UK Borrower shall, immediately upon becoming aware of the same, provide the UK Agent with details in writing of any creditor of any UK Borrower whose terms of business include retention of title provisions; and

                    (r) Immediately upon the taking, or immediately following any determination of an intention to take, any corporate action, legal proceedings, application, petition or other procedure or step in relation to any of the matters set out in Section 9.1(s), notify the UK Agent of the same.

                    Each notice given under this Section shall describe the subject matter thereof in reasonable detail, and, if applicable, shall set forth the action that the Applicable Borrower, its Subsidiary, or any ERISA Affiliate, as applicable, has taken or proposes to take with respect thereto.

ARTICLE 6.
GENERAL WARRANTIES AND REPRESENTATIONS

                    The Parent Guarantor and each US Borrower warrant and represent as to itself and each of their respective Subsidiaries to the US Agents and the US Lenders that, except as hereafter disclosed to and accepted by the US Agents and the Required Lenders in writing:

          6.1 Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Credit Party has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents and Transaction Documents to which it is a party, to incur its Obligations, and to grant to the Applicable Agents’ Liens upon and security interests in the Collateral. Each Credit Party has due power and capacity and has taken all necessary action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents and Transaction Documents to which it is a party. This Agreement and the other Loan Documents and Transaction Documents to which it is a party have been duly executed and delivered by each Credit Party, and constitute the legal, valid and binding obligations of each Credit Party, enforceable against it in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting the rights and remedies of creditors generally and by general equitable principles. Each Credit Party’s execution, delivery, and performance of this Agreement and the other Loan Documents and Transaction Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of any Credit Party or any of their respective Subsidiaries, by reason of the terms of (a) any contract, mortgage, standard security, pledge, assignation in security, hypothec, lease, agreement,

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indenture, or instrument to which any Credit Party or any of their respective Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to any Credit Party or any of their respective Subsidiaries, or (c) the certificate or articles of incorporation, by-laws, the limited liability company agreement, limited partnership agreement, memorandum and articles of association or related shareholders’ agreement of any Credit Party or any of their respective Subsidiaries except, in the case of clause (a) only, and without any qualification of the representation above as to the imposition of any Lien on any Collateral other than in favor of the Applicable Security Agent, as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

          6.2 Validity and Priority of Security Interest. The provisions of this Agreement, the Mortgages, if any, and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Applicable Security Agent, for the ratable benefit of the Applicable Security Agents and the Applicable Lenders, and such Liens constitute perfected and continuing Liens on all the Collateral, having priority over all other Liens on the Collateral, except for those Liens identified on Schedule 6.2 or in clauses (c), (d), and (e) of the definition of Permitted Liens securing all the Obligations of the applicable Credit Party, and enforceable against the applicable Credit Party and all third parties, except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting the rights and remedies of creditors generally and by general equitable principles.

          6.3 Organization and Qualification. Each Credit Party (a) is duly organized or incorporated and validly existing in good standing under the laws of the jurisdiction of its organization or incorporation, (b) is qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified or in good standing could reasonably be expected to have a material adverse effect on such Credit Party’s business operations, prospects, property or condition (financial or otherwise), and (c) has all requisite power and authority to conduct its business and to own its property.

          6.4 Corporate Name; Prior Transactions. Except as otherwise disclosed on Schedule 6.4, no Credit Party has, during the five (5) years prior to the Closing Date, been known by or used any other corporate or fictitious name, or been a party to any hive-up, merger, amalgamation or consolidation, or acquired all or substantially all of the assets of any Person, or acquired any of its property outside of the ordinary course of business.

          6.5 Subsidiaries and Affiliates. Schedule 6.5 is a correct and complete list of the name and relationship to the Parent Guarantor of each and all Parent Guarantor’s Subsidiaries and other Affiliates. Each Subsidiary of the Credit Parties is (a) duly incorporated or organized and validly existing in good standing under the laws of its jurisdiction of incorporation or organization set forth on Schedule 6.5, and (b) qualified to do business and in good standing in each jurisdiction in which the failure to so qualify or be in good standing could reasonably be expected to have a material adverse effect on any such Subsidiary’s business, operations, prospects, property, or condition (financial or otherwise) and (c) has all requisite power and authority to conduct its business and own its property.

          6.6 Financial Statements and Projections.

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                    (a) The Borrowers have delivered to the Administrative Agent and the UK Agent the financial statements and information set forth in Section 5.2(a) in each case as of December 31, 2004, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent Guarantor’s independent certified public accountants, Ernst & Young, LLP. Such financial statements are attached hereto as Exhibit C. Each Borrower has also delivered to the Administrative Agent and the UK Agent, the financial statements and information set forth in Section 5.2(b) as of September 30, 2005. Such financial statements are also attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Guarantor’s and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended (subject, in the case of the financial statements as of September 30, 2005, to normal year-end adjustments).

                    (b) The Latest Projections when submitted to the Lenders as required herein represent each Borrower’s best estimate of the future financial performance of Parent Guarantor and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which each Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders.

          6.7 Capitalization. Schedule 6.7 sets forth the authorized and issued and outstanding Capital Stock of the Parent Guarantor and each of its Subsidiaries and, as of the Closing Date, the name of the record owner of the Capital Stock of each direct and indirect subsidiary of the Parent Guarantor. Such Capital Stock is fully paid and non-assessable and has the par value set forth on Schedule 6.7.

          6.8 Solvency. Each Borrower is Solvent prior to and after giving effect to the Borrowings to be made or continued on the Closing Date and the issuance of the Letters of Credit and Guaranties to be issued or continued on the Closing Date and the consummation of the other transactions on such date, and shall remain Solvent during the term of this Agreement.

          6.9 Debt. After giving effect to the making of the Loans to be made or continued on the Closing Date and the application of the proceeds thereof, as of such date the Parent Guarantor and its Subsidiaries have no Debt in excess of the Dollar Equivalent of $100,000, except (a) the Obligations, and (b) Debt described on Schedule 6.9.

          6.10 Distributions. Since September 30, 2003, no Distribution has been declared, paid, or made upon or in respect of any Capital Stock or other securities of any Credit Party or any of their respective Subsidiaries, except as described on Schedule 6.10 or as permitted by Section 7.10 of this Agreement or the Existing US Credit Agreement.

          6.11 Personal Property; Real Estate; Leases.

                    (a) Schedule 6.11 sets forth, as of the Closing Date, a correct and complete list of all Real Estate (including all UK Properties) owned by each Credit Party and all Real Estate owned by each of their respective Subsidiaries, all leases and subleases of real or personal property held by each Credit Party and each of their respective Subsidiaries as lessee or

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sublessee (other than leases of personal property involving annual payments of less than $50,000), and all leases and subleases of real or personal property held by such Credit Party or any of its Subsidiaries, as lessor, or sublessor (other than leases of Rental Fleet Assets) and such information is true, complete and accurate and not misleading in any material respect. As of the Closing Date, each of such leases and subleases in respect of all UK Credit Parties and Subsidiaries is valid and enforceable in accordance with its terms and is in full force and effect, in each case, against all parties thereto, and in respect of all US Credit Parties is valid and enforceable in accordance with its terms and is in full force and effect, in each case, against the applicable Credit Party or any applicable Subsidiary thereof and, to the best knowledge of the Borrowers is valid and enforceable in accordance with its terms and is in full force and effect, against the other parties thereto, except as set forth in Schedule 6.11. To the best of each Borrower’s knowledge no default by any party to any such lease or sublease exists. Each Credit Party has good and marketable title in fee simple to, or valid freeholds in the Real Estate identified in Schedule 6.11 as owned by such Credit Party, or valid leasehold interests in all Real Estate designated therein as “leased” by such Credit Party, and such Credit Party has good, indefeasible, and merchantable title to all of its other property (other than the UK Properties (as to which, see Sections 6.11(b) through (i) below)) reflected on the most recent Financial Statements delivered to the Administrative Agent, the UK Agent and the Lenders, except as disposed of in the ordinary course of business or as permitted by this Agreement or the Existing US Credit Agreement since the date thereof, free of all Liens except Permitted Liens.

                    (b) Except as disclosed on Schedule 6.11, the UK Properties comprise all the land and buildings owned, controlled, occupied or used by any UK Credit Party or any of its Subsidiaries or in relation to which any UK Credit Party or Subsidiary has any right, interest or actual liability.

                    (c) Save as disclosed in the UK Properties Report on Title and the UK Supplemental Agreement to the UK Properties Report on Title, the relevant Credit Party or Subsidiary has good and marketable title to each of the UK Properties free from any Lien and all original deeds and documents necessary to prove such title are in the possession or under the control of the Credit Party or Subsidiary (as the case may be) or are the subject of binding acknowledgements for production.

                    (d) No UK Property is affected by a subsisting contract for sale or other disposition of any interest in it.

                    (e) Save as disclosed in the UK Properties Report on Title and the UK Supplemental Agreement to the UK Properties Report on Title, each Credit Party or Subsidiary is the sole legal and beneficial owner of the relevant UK Property and the proceeds of sale thereof.

                    (f) The Replies to Enquiries are complete, true and accurate in all material respects and not misleading as at the date given and were given on the basis set out in the notes to such Replies to Enquiries. Nothing has occurred or come to light since the date of the Replies to Enquiries which, if disclosed, would make the Replies to Enquiries untrue, misleading or inaccurate in any material respect.

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                    (g) Save as disclosed in the UK Properties Report on Title and the UK Supplemental Agreement to the UK Properties Report on Title, the deeds, documents and information supplied to Messrs. BP. Collins in relation to UK Properties in England and Wales and Ledingham Chalmers in relation to UK Properties in Scotland and McGrigors in respect of UK Properties in Northern Ireland for the purpose of preparation of the UK Properties Report on Title comprised all deeds, documents and information necessary for the proper compilation of the UK Supplemental Agreement to the UK Properties Report on Title and were when supplied, and remain now, complete and accurate in all material respects and not misleading.

                    (h) The information contained in the UK Properties Report on Title, as supplemented by the UK Supplemental Agreement to the UK Properties Report on Title is true and accurate in all material respects and not misleading as at the date of the UK Supplemental Agreement to the UK Properties Report on Title. The UK Properties Report on Title as supplemented by the UK Supplemental Agreement to the UK Properties Report on Title does not fail to disclose or take into account any matter whose omission makes it misleading in any material respect. Nothing has occurred or come to light since the date of the UK Supplemental Agreement to the UK Properties Report on Title which, if disclosed, would make it untrue, misleading or inaccurate in any material respect.

                    (i) To the best of the knowledge of the Borrowers, no UK Credit Party or Subsidiary has any actual or contingent obligation or liabilities in relation to any freehold or leasehold property other than under its existing title to the UK Properties.

          6.12 Proprietary Rights. Schedule 6.12 sets forth a correct and complete list of all of each Credit Party’s Proprietary Rights material to its business. None of the Proprietary Rights set forth on Schedule 6.12 is subject to any licensing agreement or similar arrangement except as set forth on Schedule 6.12. To the best of such Borrower’s knowledge, none of the Proprietary Rights infringes on or conflicts with any other Person’s property, and no other Person’s property infringes on or conflicts with the Proprietary Rights. The Proprietary Rights described on Schedule 6.12 constitute all of the property of such type necessary to the current and presently anticipated future conduct of each Credit Party’s business.

          6.13 Trade Names. All trade names or styles under which any Credit Party or any of its Subsidiaries will sell Inventory or create Accounts in the conduct of the Credit Party’s business, or to which instruments in payment of Accounts may be made payable are listed on Schedule 6.13.

          6.14 Litigation. Except as set forth on Schedule 6.14, there is no pending, or to the best of each Borrower’s knowledge threatened, action, suit, proceeding, or counterclaim by any Person, or to the best of each Borrower’s knowledge, investigation by any Governmental Authority, or any basis for any of the foregoing, which could reasonably be expected to have a Material Adverse Effect.

          6.15 Labor Disputes. Except as set forth on Schedule 6.15, as of the Closing Date (a) there is no collective bargaining agreement or other labor contract covering employees of any Credit Party or any of its Subsidiaries, (b) no such collective bargaining agreement or other labor contract is scheduled to expire during the term of this Agreement, (c) no union or other labor

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organization is seeking to organize, or to be recognized as, a collective bargaining unit of employees of any Credit Party or any of its Subsidiaries or for any similar purpose, and (d) there is no pending or (to the best of each Borrower’s knowledge) threatened, strike, material work stoppage, material unfair labor practice claim, or other material labor dispute against or affecting any Credit Party or any of its Subsidiaries or their employees.

          6.16 Environmental Laws. Except as set forth on Schedule 6.16:

                    (a) Each Credit Party and its Subsidiaries have complied in all material respects with all Environmental Laws and no Credit Party and none of its Subsidiaries, none of their respective presently owned real property or presently conducted operations, and, to the best of the Borrowers’ knowledge, none of its previously owned real property or prior operations, is subject to any enforcement order from or liability agreement with any Governmental Authority or private Person respecting (i) compliance with any Environmental Law or (ii) any potential liabilities and costs or remedial action arising from the Release or threatened Release.

                    (b) Each Credit Party and its respective Subsidiaries have obtained all permits necessary for their current operations under Environmental Laws, and all such permits are in good standing and each Credit Party and its respective Subsidiaries are in compliance with all material terms and conditions of such permits.

                    (c) No Credit Party and none of their respective Subsidiaries, and, to the best of either Borrower’s knowledge, none of their respective predecessors in interest, has in material violation of applicable law stored, treated or disposed of any hazardous waste.

                    (d) No Credit Party and none of their respective Subsidiaries has received any summons, complaint, order or similar written notice indicating that it is not currently in compliance with, or that any Governmental Authority is investigating its compliance with, any Environmental Laws or that it is or may be liable to any other Person as a result of a Release or threatened Release.

                    (e) To the best of each Borrower’s knowledge, none of the present or past operations of any Credit Party or their respective Subsidiaries is the subject of any investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to a Release or threatened Release.

                     (f) To the best of each Borrowers’ knowledge, there is not now, nor has there ever been on or in the Real Estate:

          (1) any underground storage tanks or surface impoundments that have caused or could reasonably be expected to cause any Release or are otherwise not existing on or in the Real Estate in compliance with any applicable Environmental Law,

          (2) any asbestos-containing material other than in compliance with all applicable Environmental Laws, or

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          (3) any polychlorinated biphenyls (PCBs) used in hydraulic oils, electrical transformers or other equipment other than in compliance with all applicable Environmental Laws.

                    (g) No Credit Party and none of their respective Subsidiaries has filed any notice under any requirement of Environmental Law reporting a spill or accidental and unpermitted Release or discharge of a Contaminant into the environment.

                    (h) To the best of Borrowers’ knowledge, no Credit Party and none of their respective Subsidiaries has entered into any negotiations or settlement agreements with any Person (including the prior owner of its property) imposing material obligations or liabilities on either Borrower or any of their respective Subsidiaries with respect to any remedial action in response to the Release of a Contaminant or environmentally related claim.

                    (i) None of the products manufactured, distributed or sold by either of the Borrowers or any of their respective Subsidiaries contain asbestos containing material.

                    (j) No Environmental Lien has attached to the Real Estate.

          6.17 No Violation of Law. No Credit Party and none of their respective Subsidiaries is in violation of any law, statute, regulation, ordinance, judgment, order, or decree applicable to it which violation could reasonably be expected to have a Material Adverse Effect.

          6.18 No Default. No Credit Party and none of their respective Subsidiaries is in default with respect to any note, indenture, loan agreement, mortgage, lease, deed, or other agreement to which such Credit Party or such Subsidiary is a party or by which it is bound, which default could reasonably be expected to have a Material Adverse Effect.

          6.19 ERISA Compliance. Except as specifically disclosed in Schedule 6.19:

                    (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state law. Each Plan which is intended to qualify under Section 401 (a) of the Code has received a favorable determination letter from the IRS and to the best knowledge of the Borrowers, nothing has occurred which would cause the loss of such qualification. The Borrowers and each ERISA Affiliate has made all required contributions to any Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

                    (b) There are, to the best knowledge of Borrowers, no pending or threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan or Foreign Pension Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan or Foreign Pension Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. There are no known circumstances that may give rise to a liability in relation to any Plan or Foreign Pension Plan which is not funded or insured which could reasonably be likely to have a Material Adverse Effect.

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                    (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any material Unfunded Pension Liability; (iii) neither the Borrowers nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Borrowers nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Borrowers nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA and could reasonably be expected to result in a Material Adverse Effect.

                    (d) Each Foreign Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations, orders and trust documentation and has been maintained, where required, in good standing with applicable regulatory authorities. All material contributions required to be made with respect to a Foreign Pension Plan have been timely made. Except as set forth in Schedule 6.19, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan which is funded, determined as of the end of the most recently ended fiscal year of each such Foreign Pension Plan on the basis of actuarial assumptions, each of which is reasonable, did not exceed the fair market value of the assets of such Foreign Pension Plan, and for each Foreign Pension Plan which is not funded, the obligations of such Foreign Pension Plan are properly accrued on the financial statements of the applicable Credit Party.

                    (e) Each Foreign Pension Plan is funded to at least the minimum level required by law or, if higher, required by the terms of its governing documentation.

          6.20 Taxes. Each Credit Party and its respective Subsidiaries have filed all federal income and other material federal, provincial, state and other tax returns required by law to be filed, and have paid all federal income and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable unless such unpaid taxes and assessments would constitute a Permitted Lien, are being contested in good faith by appropriate proceedings or would not reasonably be expected to result in a Material Adverse Effect. Each Credit Party and its respective Subsidiaries has withheld and paid over all taxes required to have been withheld and paid over, and complied in all material respects with all information reporting requirements in connection with amounts paid or owing to any employee, creditor, independent contractor or other third party.

          6.21 Regulated Entities. No Credit Party, no Person controlling any Credit Party, or any Subsidiary of any Credit Party, is an “Investment Company” within the meaning of the Investment Company Act of 1940. No Credit Party is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, any state public utilities code or law, or any other federal, state or foreign statute or regulation limiting its ability to incur indebtedness.

          6.22 Use of Proceeds; Margin Regulations. The proceeds of the Loans are to be used solely for working capital and other corporate purposes and the repayment of Debt on the

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Closing Date. No Credit Party and no Subsidiary of any Credit Party is engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.

          6.23 Copyrights, Patents, Trademarks and Licenses, etc. Each Credit Party owns or is licensed or otherwise has the right to use all of the patents, trademarks, service marks, trade names, copyrights, contractual franchises, licenses, rights of way, authorizations and other rights that are necessary for the operation of its businesses, and to the best of each Borrower’s knowledge, without conflict with the rights of any other Person. To the best knowledge of each Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Borrower or any Subsidiary thereof infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of each Borrower, threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the best knowledge of any Borrower, proposed, which, in either case, could reasonably be expected to have a Material Adverse Effect.

          6.24 No Material Adverse Change. No Material Adverse Effect has occurred since the latest date of the Financial Statements delivered to the Administrative Agent, the UK Agent and the Lenders.

          6.25 Full Disclosure. None of the representations or warranties made by any Credit Party or any Subsidiary in the Loan Documents as of the date such representations and warranties are made or deemed made, and none of the statements contained in any exhibit, report, statement or certificate furnished by or on behalf of any Credit Party or any Subsidiary in connection with the Loan Documents (including the offering and disclosure materials delivered by or on behalf of the Borrowers to the Lenders prior to the Closing Date), contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading in any material respect as of the time when made or delivered.

          6.26 Material Agreements. Schedule 6.26 hereto sets forth as of the Closing Date all material agreements and contracts to which any Borrower or any of its respective Subsidiaries is a party or is bound.

          6.27 Bank Accounts. Schedule 6.27 contains as of the Closing Date a complete and accurate list of all bank accounts maintained by each Credit Party with any bank or other financial institution.

          6.28 Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Credit Party or any of their respective Subsidiaries of this Agreement or any other Loan Document.

          6.29 Tax Shelter Regulations. No Borrower intends to treat the Loans and/or Letters of Credit as being a “reportable transaction” (within the meaning of Treasury Regulation

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Section 1.6011-4). In the event any Borrower determines to take any action inconsistent with such intention, the Borrowers shall promptly notify the Administrative Agent thereof. If the Borrowers so notify the Administrative Agent, the Borrowers acknowledge that one or more of the Applicable Lenders may treat its Loans and/or its interest in Non-Ratable Loans and/or Agent Advances and/or Letters of Credit as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and such Applicable Lender or Applicable Lenders, as applicable, will maintain the lists and other records required by such Treasury Regulation.

          6.30 Non-Guarantor Subsidiaries. As of the Closing Date, each Non-Guarantor Subsidiary is described on Schedule 6.30. Each of the Non-Guarantor Subsidiaries conducts (and shall conduct) no operations and has (and shall have) no assets and no liabilities, in each case, individually or in the aggregate, with a fair market value in excess of the Dollar Equivalent of $100,000 other than, with respect to any Subsidiary that is a subsidiary of the UK Borrower only, Capital Stock of another Subsidiary Guarantor or Intercompany Debt permitted pursuant to, and incurred in compliance with, Section 7.13(g) hereof.

          6.31 Luxembourg Subsidiaries. The Luxembourg Subsidiary conducts no operations and has no liabilities or assets other than in connection with the Luxembourg Debt (and shall not conduct any operations or have liabilities or assets other than in connection with the Luxembourg Debt).

          6.32 UK Financial Assistance. Neither the execution, delivery or performance of any of the Loan Documents nor the incurrence of the Obligations and liabilities thereunder by any UK Borrower or any other Credit Party constitutes or will constitute unlawful financial assistance for the purposes of sections 151 to 158 (inclusive) of the Companies Act or the equivalent provisions of any other jurisdiction applicable to any Credit Party.

          6.33 Subordinated Debt. The Loans and all other Obligations of the Credit Parties constitute “Senior Debt” and “Designated Senior Debt” under the terms of the Subordinated Note Agreement, constitute “Senior Debt” or “Senior Indebtedness” under the terms of all other Permitted Subordinated Debt, and the Loans and all other Obligations of the Credit Parties are entitled to the benefits of the subordination provisions contained in all Permitted Subordinated Debt Agreements, which provisions are enforceable against all holders of Permitted Subordinated Debt.

          6.34 Sales of Vehicles. Each US Borrower is in the business, and will continue to be in the business of, among other things, selling vehicles of a kind that such US Borrower also leases to customers and which are subject to motor vehicle registration statutes. The US Credit Parties’ business model includes the sale and marketing of each kind of vehicle subject to any motor vehicle registration statute that is leased by any US Borrower to customers. Any and all vehicles owned by the US Borrowers which are subject to motor vehicle registration statutes in any jurisdiction are held for sale or lease by the US Credit Parties or leased by the US Credit Parties to a customer, other than those vehicles for which the Agents’ Lien has been duly perfected under applicable motor vehicle laws.

          6.35 Anti-Terrorism Laws. None of Credit Parties and their Affiliates is in violation of any Anti-Terrorism Law, or engages in or conspires to engage in any transaction that attempts to

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violate, or otherwise evades or avoids (or has the purpose of evading or avoiding) any prohibitions set forth in any Anti-Terrorism Law. None of Credit Parties and their Affiliates (a) is a Blocked Person; (b) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person; (c) has any of its assets in a Blocked Person; (d) deals in, or otherwise engages in any transaction relating to, any property blocked pursuant to Executive Order No, 13224; or (e) derives any of its operating income from investments in or transactions with a Blocked Person.

ARTICLE 7.
AFFIRMATIVE AND NEGATIVE COVENANTS

                    The Parent Guarantor and each US Borrower covenant as to itself and each of their respective Subsidiaries to the US Agents and the US Lenders that so long as any of the Obligations remain outstanding or this Agreement is in effect:

          7.1 Taxes and Other Obligations. Each Credit Party shall, and shall cause each of its Subsidiaries to, (a) file when due all federal income, payroll and unemployment and other material tax returns which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, Other Taxes, value added taxes, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves in accordance with GAAP for the payment of all such items, and provide to the Administrative Agent, the UK Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the US Borrower Representative has notified the Administrative Agent and UK Agent in writing, no Credit Party or its Subsidiaries need pay any amount referred to in this Section 7.1 (i) which it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which such Credit Party or Subsidiary, as the case may be, has established proper reserves as required under GAAP, and (iii) the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien).

          7.2 Legal Existence and Good Standing. Except as may be permitted by Section 7.9, each Credit Party shall, and shall cause each of its Subsidiaries to, maintain its legal existence and its qualification and good standing in all jurisdictions in which the failure to maintain such existence and qualification or good standing could reasonably be expected to have a Material Adverse Effect.

          7.3 Compliance with Law and Agreements; Maintenance of Licenses. Each Credit Party shall comply, and shall cause each of its Subsidiaries to comply with all Anti-Terrorism Laws and, in all material respects, with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business (including the Federal Fair Labor Standards Act and all Environmental Laws). Each Credit Party shall, and shall cause each of its Subsidiaries to, obtain and maintain all material licenses (including, without limitation, all material registrations and/or licenses required to act as a dealer or seller of any Inventory subject to motor vehicle registration statutes), permits, franchises, and governmental authorizations necessary to own its property and

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to conduct its business. No Credit Party shall, nor shall it permit any of its Subsidiaries to, modify, amend or alter its certificate or articles of incorporation, its memorandum and articles of association, its limited liability company operating agreement, its limited partnership agreement, or other governing documents, as applicable, other than in a manner which does not adversely affect in any material respect the rights of the Lenders or any Agent or any pledge of or charge over its Capital Stock.

          7.4 Maintenance of Property; Inspection of Property.

                    (a) Each Credit Party shall, and shall cause each of its Subsidiaries to, maintain all of its property necessary in the conduct of its business in good operating condition and repair, ordinary wear and tear excepted.

                    (b) Each Credit Party shall, and shall cause each of its Subsidiaries to, comply in all material respects with all obligations imposed on the owner of those of the UK Properties of which the UK Credit Party or Subsidiary is the owner and all obligations imposed on the tenant of those of the UK Properties of which the UK Credit Party or Subsidiary is the tenant.

                    (c) Each Credit Party shall permit representatives and independent contractors of the Administrative Agent or UK Agent, as applicable (i) (at the expense of the Borrowers not to exceed three (3) times per year unless an Event of Default has occurred and is continuing or in the event of a Material Compliance Issue) to visit and inspect any of its properties, to inspect and verify Collateral, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom and to discuss its affairs, finances and accounts with its directors, officers and independent, public or chartered accountants, at such reasonable times during normal business hours and (ii) to discuss its affairs, finances and accounts with the Credit Parties’ accountants as soon as may be reasonably desired, upon reasonable advance notice to the Applicable Borrowers and the provision of an opportunity for the US Borrower Representative to participate or accompany the UK. Agent and/or the Administrative Agent; provided, however, when an Event of Default exists, the Administrative Agent, the UK Agent or any Lender may do any of the foregoing at the expense of the Applicable Borrowers at any time during normal business hours and without advance notice.

                    (d) Each Borrower (at the expense of the Borrowers and not to exceed one time annually unless an Event of Default has occurred and is continuing) shall, upon Administrative Agent’s and UK Agent’s joint request (or, following and during the continuation of an Event of Default, Administrative Agent’s sole request, in respect of the US Borrowers, or UK Agent’s sole request, in respect of the UK Borrowers) supply to the US Borrower Representative and the UK Borrower Representative, provide to Administrative Agent and the UK Agent a recently dated appraisal of such Borrower’s Rental Fleet Assets, Sales Inventory and Machinery and Equipment, which appraisal shall be from the Appraiser and shall be satisfactory in scope, form and substance to the Administrative Agent and the UK Agent; provided, however, when an Event of Default exists, the Administrative Agent, the UK. Agent or any Lender may conduct or cause to be conducted additional appraisals at the expense of the Borrowers at any time without advance notice.

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                    (e) Each UK. Credit Party shall comply with the covenants set out in Schedule 7.4 in respect of the relevant UK Property.

          7.5 Insurance.

                     (a) Each Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, with financially sound and reputable insurers having, either alone or pursuant to an insurance endorsement reasonably acceptable to the Administrative Agent and the UK Agent, a rating of at least A or better by Best Rating Guide (or an equivalent rating from a source acceptable to the UK Agent in the United Kingdom (or any other applicable jurisdiction), provided that Royal Sun & Alliance shall be deemed to be an acceptable insurer of the UK Borrower for purposes of this Section 7.5: insurance against loss or damage by fire with extended coverage; theft, burglary, pilferage and loss in transit; public liability and third party property damage; larceny, embezzlement or other criminal liability; business interruption; public liability and third party property damage; and such other hazards or of such other types as is customary for Persons engaged in the same or similar business, as the Administrative Agent or the UK Agent, as applicable, in its discretion, or acting at the direction of the Required Lenders, shall specify, in amounts, and under policies acceptable to the Administrative Agent or the UK Agent, as applicable, and the Required Lenders. Without limiting the foregoing, in the event that any improved Real Estate covered by any Mortgages granted by any US Credit Party is determined to be located within an area that has been identified by the Director of the Federal Emergency Management Agency as a Special Flood Hazard Area (“SFHA”), each such Credit Party shall purchase and maintain flood insurance on the improved Real Estate and any Machinery and Equipment and Inventory located on such Real Estate. The amount of said flood insurance will be reasonably determined by the Administrative Agent, and shall, at a minimum, comply with applicable federal regulations as required by the Flood Disaster Protection Act of 1973, as amended. Each US Credit Party shall also maintain flood insurance for its Inventory, Machinery and Equipment which is, at any time, located in a SFHA.

                    (b) The Borrowers shall cause the Applicable Security Agent, the Responsible Agent and the Applicable Lenders, to be named as secured party or mortgagee and sole loss payee or additional insured, in a manner acceptable to the Administrative Agent and the UK Agent (and, in the case of the UK Borrower, in the manner and circumstances set out in the UK Debenture), on all insurance policies for the Credit Parties and sole loss payee or additional insured in a manner acceptable to the Administrative Agent and the UK Agent (and, in the case of the UK Borrower, in the manner and circumstances set out in the UK Debenture) on all insurance policies for the Collateral. Each policy of insurance shall contain a clause or endorsement requiring the insurer to give not less than thirty (30) days’ prior written notice to the Applicable Security Agent in the event of cancellation of the policy for any reason whatsoever and a clause or endorsement stating that the interest of the Applicable Security Agent shall not be impaired or invalidated by any act or neglect of any Credit Party or the owner of any Real Estate for purposes more hazardous than are permitted by such policy. All premiums for such insurance shall be paid by the Borrowers or the applicable Credit Party when due, and certificates of insurance and, if requested by the Administrative Agent or the UK Agent, as applicable, photocopies of the policies, shall be delivered to the Administrative Agent or the UK Agent, as applicable, in each case in sufficient quantity for distribution by the Administrative Agent or the UK Agent, as applicable, to each of the Lenders. If any Credit Party fails to procure

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such insurance or to pay the premiums therefor when due, the Administrative Agent may, and at the direction of the Required Lenders shall, do so from the proceeds of Revolving Loans to the Applicable Borrowers.

          7.6 Insurance and Condemnation Proceeds. The US Borrower Representative shall promptly notify the Administrative Agent, the UK Agent and the Applicable Security Agent and the Applicable Lenders of any loss, damage, or destruction to Collateral having net book value in excess of the Dollar Equivalent of $500,000, whether or not covered by insurance. The Applicable Security Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows:

          (i) With respect to insurance and condemnation proceeds relating to Collateral (other than Fixed Assets) and business interruption insurance, after deducting from such proceeds the reasonable expenses, if any, incurred by the Applicable Security Agent in the collection or handling thereof, the Applicable Security Agent shall apply such proceeds, ratably, to the reduction of the outstanding Obligations, but not the US Commitments or the UK Commitments, in the order provided for in Section 3.7.

          (ii) With respect to casualty insurance and condemnation proceeds relating to Collateral (including Fixed Assets), the Applicable Security Agent shall permit or require the Applicable Borrower to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing and (2) the Applicable Borrowers first (i) provide the Applicable Security Agent and the Lenders with plans and specifications for any such replacement, repair or restoration of Fixed Assets which shall be reasonably satisfactory to the Applicable Security Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Applicable Security Agent and the Required Lenders that the funds available to them will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Applicable Security Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.7.

          7.7 Environmental Laws.

                    (a) Each Credit Party shall, and shall cause each of its Subsidiaries to, conduct its business in compliance with all Environmental Laws applicable to it, including those relating to the generation, handling, use, storage, and disposal of any Contaminant. Each Credit Party shall, and shall cause each of its Subsidiaries to, take prompt and appropriate action to respond to any non-compliance with Environmental Laws and shall regularly report to the Administrative Agent with respect to any non-compliance or alleged material non-compliance with

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Environmental Laws, in each case, alone or in the aggregate, that may have a Material Adverse Effect (each a “Material Compliance Issue”).

                    (b) Without limiting the generality of the foregoing, the Borrowers shall submit to the Administrative Agent, the UK Agent and the Lenders annually, commencing on the first Anniversary Date, and on each Anniversary Date thereafter, an update of the status of each Material Compliance Issue. The Administrative Agent, the UK Agent or any Lender may request copies of technical reports prepared by any Credit Patty or any of their respective Subsidiaries and such Person’s communications with any Governmental Authority to determine whether such Person or any of its Subsidiaries is proceeding reasonably to correct, cure or contest in good faith any such Material Compliance Issue. The Borrowers shall, at the Administrative Agent’s, the UK Agent’s or the Required Lenders’ request and at the Borrowers’ expense, (i) retain an independent environmental engineer acceptable to the Administrative Agent or the UK Agent, as applicable, to evaluate the site, including tests if appropriate, where the Material Compliance Issue has occurred and prepare and deliver to the Administrative Agent or UK Agent, as applicable, in sufficient quantity for distribution by the Applicable Agent to the Lenders, a report setting forth the results of such evaluation, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof, and (ii) provide to the Administrative Agent, the UK Agent and the Lenders a supplemental report of such engineer whenever the scope of the environmental problems, or the response thereto or the estimated costs thereof, shall increase in any material respect.

                    (c) Subject in each case to (i) the rights and the restrictions set forth in Section 7.4 hereof and (ii) the access and entry rights each Credit Party is entitled to grant, each Agent and its representatives will have the right to enter and visit the Real Estate and any other place where any property of any Credit Party is located for the purposes of observing the Real Estate, taking and removing soil or groundwater samples, and conducting tests on any part of the Real Estate; provided, however, to the extent the applicable Credit Party does not have sufficient rights in any such Real Estate or other place where any of its property is located to provide each Agent and its representatives the access, observation and removal rights described in this sentence, such Credit Party will use its reasonable efforts to obtain such rights for itself and each Agent and its representatives within sixty (60) days of a request by the Agents for such access, observation and removal rights for such Real Estate; provided, further, if (A) the applicable Credit Party is unable to obtain such access, observation and removal rights within such sixty (60) day period and (B) the Agents have a good faith reason to believe that a Material Compliance Issue exists with respect to such Real Estate, then the applicable Credit Party shall have the option to either (x) vacate such Real Estate within ninety (90) days of a written request by the Agents to such effect or (y) exclude any Inventory located on such Real Estate from the calculation of Eligible Inventory. No Agent is under any duty, however, to visit or observe the Real Estate or to conduct tests, and any such acts by any Agent will be solely for the purposes of protecting the Agents’ Liens and preserving the Agents’ and the Lenders’ rights under the Loan Documents. No site visit, observation or testing by any Agent will result in a waiver of any default of the Borrowers or impose any liability on such Agent or the Lenders. In no event will any site visit, observation or testing by any Agent be a representation by any Credit Party that hazardous substances are or are not present in, on or under the Real Estate, or that there has been or will be compliance with any Environmental Law. No Credit Party nor any other party is entitled to rely on any site visit, observation or testing by any Agent. No Agent and no Lender

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owes any duty of care to protect any Credit Party or any other party against, or to inform any Credit Party or any other party of, any hazardous substances or any other adverse condition affecting the Real Estate. Each Agent shall disclose to a Credit Party or to any other party if so required by law any report or findings made as a result of, or in connection with, any site visit, observation or testing by any Agent. Each Credit Party understands and agrees that no Agent makes any warranty or representation to any Credit Party or any other party regarding the truth, accuracy or completeness of any such report or findings that may be disclosed. Each Credit Party also understands that depending on the results of any site visit, observation or testing by any Agent and disclosed to a Credit Party, such Credit Party may have a legal obligation to notify one or more environmental agencies of the results, that such reporting requirements are site-specific, and are to be evaluated by such Credit Party without advice or assistance from such Agent. In each instance, each Agent will give the relevant Borrower reasonable notice before entering the Real Estate or any other place such Agent is permitted to enter under this Section 7.7(c). Each Agent will make reasonable efforts to avoid interfering with a Credit Party’s use of the Real Estate or any other property in exercising any rights provided hereunder.

                    (d) Without prejudice to the generality of the foregoing, the UK Borrowers shall as soon as reasonably practicable after the date hereof, retain an independent environmental engineer acceptable to the UK Agent to evaluate the UK Properties at (i) Horsefair Road Waterton Industrial Estate Bridgend (ii) Area 3 Wharf Road Gravesend and (iii) Stanton Works Lows Lane Stanton-By-Dale Derbyshire and prepare and deliver (within 180 days of the date hereof) to the UK Agent a Phase I environmental report the scope of which shall be agreed in advance by the UK Agent and which shall be addressed to the UK Agent and the UK Borrowers. The UK Borrowers exercising their reasonable commercial judgment and the UK Agent exercising its reasonable credit judgment shall jointly:

                              (1) review the recommendations set out in the Phase I reports including (without limitation) any recommendation to commission further invasive investigations and any recommendations (as a consequence of such investigations) to carry out any remedial works or on-going monitoring of Contaminants (“the Works”) (“the Recommendations”);

                              (2) consider the economic effect of the implementation of the Recommendations (or any of them) on the continued operation of the UK Borrowers’ business at the relevant UK Property and any adverse effect on the value of the Collateral and on the interests of the UK Lenders of failure to implement the Recommendations (or any of them);

                              (3) endeavor, having regard to the respective interests of the UK Borrowers and the UK Agent, to determine which (if any) of the Recommendations are to be implemented and/or the Works are to be carried out at the cost of the UK Borrowers.

                    If the UK Borrowers and the UK Agent shall fail to agree within one month after the date of issue of the relevant Phase I report on which (if any) of the Recommendations are to be implemented and which (if any) of the Works are to be carried out the UK Borrowers shall be required at their own cost to implement only those Recommendations and/or to carry out only those Works (together “the Designated Works”) which, if not implemented or carried out, are considered by the UK Agent in the exercise of its reasonable credit judgment to affect adversely

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the market value of a material part of the Collateral or adversely affect the interests of the UK Lenders. The UK Borrowers shall without delay carry out the Designated Works and shall provide evidence satisfactory to the UK Agent of the completion of such works.

          7.8 Compliance with ERISA and other laws. Each Credit Party shall, and shall cause each of its Subsidiaries and ERISA Affiliates to: (a) maintain each Plan and Foreign Pension Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state or foreign law; (b) ensure that all liabilities under any Foreign Pension Plan are funded to at least the minimum level required by law or, if higher, to the level required by the governing documents of such plans; (c) ensure that all contributions or premium payments to or in respect of all Foreign Pension Plans are and continue to be promptly paid at no less than the rates required under applicable law or the rules of such arrangements; (d) cause each Plan which is qualified under Section 401(a) of the Code to maintain such qualification; (e) make all required contributions to any Plan subject to Section 412 of the Code; (f) not engage in a prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan; and (g) not engage in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

          7.9 Mergers, Amalgamations, Consolidations or Sales. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger, reorganization, amalgamation or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or any part of its property, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except:

                    (a) any of the Non-Guarantor Subsidiaries may be dissolved;

                    (b) sales and leases of Inventory, including, without limitation, Rental Fleet Assets, in the ordinary course of its business;

                    (c) sales, exchanges or other dispositions of Machinery and Equipment in the ordinary course of its business; provided that any exchange shall be made in exchange for, and any proceeds from any sale or other disposition shall be applied to purchase or acquire, Machinery and Equipment used or useful in a Similar Business; and provided further the US Borrower Representative shall include the details of any such sale, exchange, disposition, purchase and/or acquisition, as applicable, in each certificate delivered to the Administrative Agent and the UK Agent pursuant to Section 5.2(1) hereof.

                    (d) sales, exchanges or other dispositions of Real Estate, Machinery and Equipment and Inventory, including, without limitation, Rental Fleet Assets, in each case, not in the ordinary course of business with a net book value not to exceed, in the aggregate for all Borrowers and their respective Subsidiaries, the Dollar Equivalent of $2,000,000 in any Fiscal Year (taking into account all such sales, exchanges or other dispositions occurring in Fiscal Year 2005 occurring prior to the Closing Date); provided that (i) any exchange of Inventory or Machinery and Equipment shall be for like-kind Inventory or Machinery and Equipment, as applicable, (ii) any Inventory, Real Estate or Machinery and Equipment, as applicable, received as part of an exchange (whether purchased, acquired or otherwise) shall be free and clear of all Liens, except the Agents’ Liens and (iii) any sale or other disposition of assets at any branch location with aggregate net book value in excess of the Dollar Equivalent of $500,000 in any Fiscal Year (taking into account all such sales, exchanges or other dispositions occurring in

50

Fiscal Year 2005 occurring prior to the Closing Date), or any closing of a branch location, shall require prior written notice to the Administrative Agent or the UK Agent, as applicable;

                    (e) any US Subsidiary of a US Borrower with a positive net worth may be merged with or into a US Borrower or any Wholly-owned US Subsidiary which is a Credit Party, or be liquidated, wound up or dissolved into a US Borrower or any Wholly-owned US Subsidiary which is a Credit Party, or transfer all or any part of its assets to a US Borrower or any Wholly-owned US Subsidiary which is a Credit Party; provided, that (except as permitted in clause (f) below) in any merger with a US Borrower, a US Borrower shall be the surviving entity and in any merger with any other Credit Party, such Credit Party shall be the surviving entity and all Liens in favor of the Administrative Agent shall remain perfected;

                     (f) any Foreign Subsidiary of the US Borrower with a positive net worth may be merged or amalgamated with or into a UK Borrower or any Wholly-owned Foreign Subsidiary which is a Credit Party, or be liquidated, wound up, hived up or dissolved into a UK Borrower or any Wholly-owned Foreign Subsidiary which is a Credit Party, or transfer all or any part of its assets to a UK Borrower or any Wholly-owned Foreign Subsidiary which is a Credit Party; provided, that in any merger with a UK Borrower, a UK Borrower shall be the surviving entity and in any merger or amalgamation with any other Credit Party, such Credit Party shall be the surviving entity and all Liens in favor of the UK Security Trustee shall remain perfected;

                    (g) (i) any US Borrower and any US Subsidiary may transfer assets to a US Borrower or any Wholly-owned US Subsidiary which is a Borrower or a US Subsidiary Guarantor (including, without limitation, Mobile Storage Group (Texas), L.P. for so long as it shall remain a US Subsidiary Guarantor, all of its owned equity interests shall have been pledged in accordance with the Security Documents and it shall have otherwise complied with Section 6.0 hereof); (ii) any Foreign Subsidiary may transfer assets to a UK Borrower or any Wholly- owned UK Subsidiary which is a UK Borrower or a UK Subsidiary Guarantor; (iii) any Subsidiary may make Distributions otherwise permitted pursuant to Section 7.10(a)(ii) hereof and payments upon any Debt otherwise permitted to be incurred pursuant to Section 7.13(g) hereof and (iv) MSG may transfer funds to Ravenstock and Ravenstock may transfer funds to MSG pursuant to Section 7.15(e).

          7.10 Distributions; Capital Change; Restricted Investments. No Credit Party nor any of its Subsidiaries shall:

                    (a) directly or indirectly declare or make, or incur any liability to make, any Distributions, except, without duplication:

                              (i) Distributions to holders of Capital Stock consisting of dividends payable in Capital Stock, which Capital Stock, if Preferred Stock, is permitted pursuant to Section 7.34;

                              (ii) Distributions to a US Borrower or a Wholly-owned Subsidiary of a US Borrower by its Subsidiaries, and Distributions to the UK Borrower or a Wholly-owned Subsidiary of the UK Borrower by its Subsidiaries, in each case other than a Distribution by a Credit Party to a Subsidiary which is not a Credit Party; provided, in the case of any Distribution

51

by Ravenstock to MSG (and in the case of any other Distribution by a UK Credit Party to a US Credit Party), that at the time of and after giving effect to each such Distribution: (A) no Default or Event of Default exists under Section 9.1(a), (B) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (C) UK Availability is greater than or equal to £4,000,000;

                              (iii) payments to repurchase or retire any Capital Stock (other than Preferred Stock) of the Parent Guarantor made to departed employees, officers or directors of any Credit Party not to exceed $2,000,000 in the aggregate and Distributions by MSG to the Parent Guarantor to enable the Parent Guarantor to make the payments permitted pursuant to this Section 7.10(a)(iii)); provided that at the time of and after giving effect to each such Distribution: (i) no Default or Event of Default exists under Section 9.1 (a), (ii) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (iii) Total Excess Availability is greater than or equal to the Dollar Equivalent of $10,000,000; and

                              (iv) Distributions in respect of Preferred Stock of the Parent Guarantor of up to $5,000,000 in any Fiscal Year (taking into account all such Distributions occurring in Fiscal Year 2005 occurring prior to the Closing Date) and Distributions by MSG to the Parent Guarantor to enable the Parent Guarantor to make the Distributions permitted pursuant to this Section 7.10 (a)(iv)); provided that such amount shall be increased from time to time (as measured on the date of any such intended Distribution) by the aggregate amount of all net cash proceeds received by the Parent Guarantor from the issuance of any Preferred Stock after the Closing Date in accordance with Section 7.34 hereof during such Fiscal Year; and provided further that both before and after giving effect to any such Distribution: (1) no Default or Event of Default exists under Section 9.1(a), (2) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 though Section 7.26, inclusive and (3) Total Excess Availability is greater than or equal to the Dollar Equivalent of $10,000,000.

                    (b) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect; or

                    (c) make any Restricted Investment.

          7.11 Transactions Affecting Collateral or Obligations. No Credit Party nor any of its Subsidiaries shall enter into any transaction which would be reasonably expected to have a Material Adverse Effect.

          7.12 Guaranties. No Credit Party shall make, issue, or become liable on any Guaranty, except

                    (a) Guaranties of any of the Obligations in favor of the Responsible Agents and/or the Applicable Security Agents for the ratable benefit of the Applicable Lenders;

                    (b) Guaranties (i) by MSG of obligations of Ravenstock or Ravenstock’s UK Subsidiaries under leases or subleases for Real Estate entered into in the ordinary course of such Person’s business and (ii) by MSG of obligations of US Credit Parties and by Ravenstock of

52

obligations of UK Credit Parties, in either case in respect of operating liabilities incurred in the ordinary course of business, in the aggregate not in excess of the Dollar Equivalent of $2,000,000 from time to time;

                    (c) Guaranties existing on the Closing Date and listed on Schedule 6.9;

                    (d) subordinated Guaranties of the Subordinated Note Debt to the extent required by the Subordinated Note Agreement as in effect on the Closing Date by (i) US Subsidiaries and (ii) the Parent Guarantor; provided that such Guaranties remain subordinated to the Obligations of such US Subsidiaries and the Parent Guarantor in each case under the US Credit Agreement and the UK Credit Agreement, pursuant to subordination provisions no less favorable to any Credit Party, Agent or Lender than the subordination provisions applicable to the Guaranties of the Subordinated Note Debt on the Closing Date; and

                    (e) Guaranties of Debt permitted by Section 7.13(d) or 7.13(e), if such Guaranties are permitted by such Section.

          7.13 Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, incur or maintain any Debt, other than:

                    (a) the Obligations;

                    (b) Debt described on Schedule 6.9;

                    (c) Capital Leases of Machinery and Equipment or Rental Fleet Assets and ‘purchase money secured Debt incurred to purchase Machinery and Equipment or Rental Fleet Assets; provided that (i) Liens securing the same attach only to the Machinery and Equipment or Rental Fleet Assets acquired by the incurrence of such Debt and proceeds thereof (but shall not encumber leases of, or payments under leases of, Rental Fleet Assets), and (ii) the aggregate amount of such Debt for all Credit Parties (including Capital Leases) outstanding does not exceed the Dollar Equivalent of $10,000,000 at any time;

                    (d) Debt evidencing a refunding, renewal or extension of the Debt (other than the Subordinated Note Debt) described on Schedule 6.9; provided that (A) the principal amount thereof is not increased, (B) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (C) no Credit Party that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, (D) the terms of such refunding, renewal or extension are no less favorable in any material respect to the applicable Credit Party or Subsidiary, any Agent or the Lenders than the original Debt and (E) the final maturity thereof, if presently after the Stated Termination Date, will not become earlier than at least 6 months after the Stated Termination Date;

                    (e) Non-Public Debt, including without limitation the Subordinated Note Debt and any Non-Public Debt evidencing a refunding, renewal or extension thereof; provided, in each case, that (A) the cash interest rate of such Non-Public Debt shall not exceed 15% per annum, (B) no Credit Party that is not an obligor or guarantor of the Subordinated Note Debt as of the Closing Date shall be or become an obligor or guarantor of any such Non-Public Debt,

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(C) the restrictive covenants of such Non-Public Debt shall be no less favorable in any material respect to the applicable Credit Party or Subsidiary, any Agent or the Lenders than those contained in the Subordinated Note Debt as of the Closing Date, (D) the final maturity of such Non-Public Debt shall not be or become due earlier than at least six (6) months after the Stated Termination Date, and (E) such Non-Public Debt shall require no payment of principal, and no payment of principal shall be made, prior to the Stated Termination Date.

                    (f) Public Debt; provided that (I) the US Credit Parties and the UK Credit Parties shall have executed and delivered such amendments of this Agreement and the UK Credit Agreement as are necessary to provide for the inclusion herein and in the UK Credit Agreement of any financial covenants for which compliance is required by the covenants contained in the terms and conditions of any such Public Debt but which, as of the date of incurrence of such Public Debt, are not included in this Agreement or the UK Credit Agreement; (II) the fleet utilization rates, financial ratios, capital expenditure levels and other rates, ratios, levels, measures and/or requirements set forth in any additional financial covenants, if any, contained in the terms and conditions of any such Public Debt, in each case, shall be at least (x) 2% less restrictive (with respect to fleet utilization rates) and (y) 10% less restrictive (with respect to financial ratio, capital expenditure and all other additional covenants) than the rates, ratios, levels, measures or requirements set forth in the comparable fleet utilization, financial ratio, capital expenditure and other additional covenants contained in this Agreement and the UK Credit Agreement, including, without limitation, Sections 7.23 through 7.26, inclusive, hereof and thereof, as of the date of the incurrence of such Public Debt, (III) the final maturity of such Public Debt shall not be or become due earlier than at least six (6) months after the Stated Termination Date, and (IV) such Public Debt shall require no payment of principal, and no payment of such principal shall be made, prior to the Stated Termination Date.

                    (g) Subject to the following sentence, Intercompany Debt; provided, in each case, that such Debt will be evidenced by a revolving demand promissory note (in form and substance satisfactory to the Administrative Agent) pledged and delivered to the Applicable Security Agent for the benefit of the Lenders (or otherwise documented and secured in favor of the Applicable Security Agent, in a manner satisfactory to the Applicable Agent) and shall be subordinated to the Obligations of the Credit Parties on terms and conditions satisfactory to the Administrative Agent; provided further that, in the case of any creditors with respect to such Debt which are Foreign Subsidiaries, such Subsidiaries shall have entered into and delivered to the Administrative Agent and the UK Security Trustee for the benefit of the Lenders the UK Intercreditor Deed in the form attached hereto as Exhibit I. Notwithstanding the foregoing, (i) no UK Credit Party nor any of its Subsidiaries shall make, create or acquire any Intercompany Debt owed to any US Credit Party or any US Subsidiary, and (ii) no US Credit Party nor any of its US Subsidiaries shall make, create or acquire any Intercompany Debt owed to any UK Credit Party or any of its Subsidiaries, except, in each case, if and only to the extent that at the time of and after giving effect to each such making, creation or acquisition: (x) no Default or Event of Default exists under Section 9.1 (a), (y) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (z) in the case of any Intercompany Debt incurred by any UK Subsidiary, US Availability is greater than or equal to $7,000,000 and in the case of any Intercompany Debt incurred by any US Subsidiary, UK Availability is greater than or equal to £4,000,000.

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                    (h) the Luxembourg Debt, provided that (A) such Debt will be evidenced by a revolving credit facility agreement in the form existing as at the date hereof with claims thereunder assigned in favor of the UK Security Trustee and shall be subordinated to the Obligations of the Credit Parties on terms and conditions satisfactory to the Administrative Agent and (B) the creditors with respect to such Debt shall have entered into and delivered to the Administrative Agent and the UK Security Trustee for the benefit of the Lenders the UK Intercreditor Deed in the form attached hereto as Exhibit I;

                    (i) Guaranties permitted by Section7.12;

                    (j) Debt represented by any unsecured Hedge Agreements entered into in order to protect a Borrower against fluctuations in interest rates and currency exchange rates and not for speculative purposes;

                    (k) after the Closing Date, any Capital Leases or purchase money Debt or Debt secured by a mortgage on Real Estate assumed or acquired in connection with a Permitted Acquisition; provided that (A) such Debt existed at the time of such Permitted Acquisition and was not created in anticipation thereof, (B) any Lien securing such Debt does not extend to any assets of any Credit Party other than the assets secured thereby at the time of the Permitted Acquisition and does not encumber leases of, or payments under leases of, Rental Fleet Assets and (C) if the Debt is owed by a Subsidiary acquired, then no other Credit Party shall have any liability therefor;

                    (1) Debt secured by a mortgage on any Real Estate acquired by any US Credit Party incurred or assumed for the purpose of financing all or a part of the cost of acquiring such Real Estate; provided that (i) any such mortgage attaches solely to the Real Estate so acquired, (ii) the mortgagee thereunder executes and delivers to the Responsible Agent a mortgagee waiver agreement (or, in respect of a UK Property, a deed of priority on terms and conditions acceptable to the UK Agent) in form and substance reasonably satisfactory to the Administrative Agent and (iii) the principal amount of such Debt secured thereby does not exceed 100% of the Credit Party’s cost of such Real Estate; and

                    (m) other unsecured Debt not to exceed $15,000,000 in the aggregate for all Credit Parties at any time outstanding.

For purposes of compliance with this Section 7.13 and Section 7.13 of the UK Credit Agreement, in the event any Debt meets the criteria set forth in more than one of clauses (c) through (d), inclusive, or (i) through (m) inclusive, of this Section 7.13 and Section 7.13 of the UK Credit Agreement, the US Borrower Representative and the UK Borrower Representative, in their sole collective discretion, may (X) classify or reclassify such Debt in any manner that complies with this Section 7.13 and Section 7.13 of the UK Credit Agreement and (Y) divide and classify such Debt among more than one of the clauses of this Section 7.13 and Section 7.13 of the UK Credit Agreement and, in each case, such Debt shall be treated as having been permitted pursuant to the clause of this Section 7.13 and Section 7.13 of the UK Credit Agreement specified by the US Borrower Representative and UK Borrower Representative; provided that, in each case, the US Borrower Representative and the UK Borrower Representative must classify, reclassify and/or

55

divide such Debt in a manner consistent for purposes of compliance with the US Credit Agreement and UK Credit Agreement.

          7.14 Prepayments; Payments on Subordinated Note Debt; Payments on Intercompany Debt.

                    (a) No Credit Party nor any of its Subsidiaries shall voluntarily prepay any Debt, except (i) the Obligations in accordance with the terms of this Agreement and the UK Credit Agreement, (ii) prepayment of the Existing Term Loans outstanding under the Existing US Credit Agreement, the Existing UK Credit Agreement and the Luxembourg Debt, and (iii) Capital Leases and other Debt in an aggregate amount not to exceed $1,000,000 and, after giving effect to the payment thereof, only so long as Total Excess Availability exceeds $10,000,000, (iv) prepayments of the Debt described on Schedule 6.9 with the proceeds of Debt permitted to be issued under Section 7.13(d), (v) prepayments of the Subordinated Note Debt with the proceeds of Debt permitted to be issued under Section 7.13(e) or (f) or Capital Stock issued in accordance with Section 7.34 and (vi) as permitted under (b).

                    (b) No Credit Party nor any of its Subsidiaries shall make any payments on Permitted Subordinated Debt except, subject to the subordination provisions thereof, (i) regularly scheduled payments of interest and (ii) on or before December 30, 2008, MSG may make a principal payment of up to $4,000,000 on the Subordinated Notes, plus accrued but unpaid interest thereon, pursuant to the terms and conditions of the Subordinated Note Agreement; provided, that, in the case of clause (ii), at the time of and after giving effect to such a payment by MSG: (A) no Default or Event of Default exists and (B) US Availability is greater than or equal to $5,000,000.

                    (c) (i) No UK Credit Party nor any of its UK Subsidiaries shall make any payment of principal, interest or any other amount on account of or in respect of any obligation outstanding under any Intercompany Debt owed to any US Credit Party, any US Subsidiary or the Luxembourg Subsidiary, and (ii) no US Credit Party nor any of its US Subsidiaries shall make any payments of principal, interest or any other amounts on account of any obligation outstanding under any Intercompany Debt owed to any UK Credit Party or any UK Subsidiary, except, (A) in each case, subject to the subordination provisions thereof, and (B) in each case, if and only to the extent that at the time of and after giving effect to each such payment: (x) no Default or Event of Default exists under Section9.1(a), (y) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (z) in the case of clause (i), UK Availability is greater than or equal to £4,000,000 or, in the case of clause (ii), US Availability is greater than or equal to $7,000,000; provided, however, nothing in this Section 7.14(c) shall prohibit the making of any payments between MSG and Ravenstock pursuant to Section 7.15(e).

          7.15 Transactions with Affiliates. Except as set forth below or described on Schedule 7.15, no Credit Party shall, nor shall they permit any of their Subsidiaries to, sell, transfer, distribute, or pay any money or property, including, but not limited to, any fees or expenses of any nature (including, but not limited to, any fees or expenses for management services), to any Affiliate, or lend or advance money or property to any Affiliate, or invest in (by capital contribution or otherwise) or purchase or repurchase any stock or indebtedness, or any

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property, of any Affiliate, or become liable on any Guaranty of the indebtedness, dividends, or other obligations of any Affiliate (other than any Guaranties permitted by Section.7.12); provided, however, while no Event of Default has occurred and is continuing, and subject to the limitations set forth in this Agreement, the Credit Parties may engage in transactions or agreements with Affiliates, other than those described on Schedule 7.15, in the ordinary course of business consistent with past practices, in an amount and upon terms fully disclosed to the Agents and the Lenders in advance, and, in any case, no less favorable to such Credit Party or Credit Parties than would be obtained in a comparable arm’s-length transaction with a third party who is not an Affiliate; provided further:

                    (a) if no Default or Event of Default exists under Section 9.1 (a), before and after giving effect to the payments, payments may be made when due pursuant to the Windward Management Agreement as in effect on the date hereof; provided that such payments shall not exceed the Dollar Equivalent of $550,000 per year plus reasonable and customary out-of-pocket expenses;

                    (b) the Credit Parties and their Subsidiaries may enter into such intercompany loan, sales and investments as otherwise expressly permitted by this Agreement;

                    (c) the Credit Parties may enter into transactions with the Non-Guarantor Subsidiaries (i) to cause a Non-Guarantor Subsidiary’s dissolution and (ii) to cause the dissolution of the Luxembourg Subsidiary so long as, in the case of clause (ii), all of the following conditions are met: (A) no Default or Event of Default shall exist at the time of such dissolution and after giving effect to such dissolution, (B) any Subsidiary of MSG or Ravenstock that assumes any of the rights or obligations under the Luxembourg Debt in connection with the transactions that effect such dissolution shall become a UK Subsidiary Guarantor and shall become a party to each of the Loan Documents to which the UK Borrower, UK-LP or the Luxembourg Subsidiary, as applicable, was a party immediately prior to the dissolution of the Luxembourg Subsidiary, (C) all other Agent’s Liens on the Collateral immediately prior to the dissolution of the Luxembourg Subsidiary shall remain perfected, and the Borrowers shall cause any Subsidiary of MSG or Ravenstock that assumes any rights or obligations under the Luxembourg Debt in connection with the transactions that effect such dissolution to execute and deliver to the Administrative Agent and the UK Security Trustee such documents, instruments, financing statements, and amendments to Loan Documents as the Administrative Agent and the UK Security Trustee may reasonably request to continue the perfection of the Agent’s Liens, (D) UK Availability is greater than or equal to £4,000,000; (E) such dissolution shall not result in any Debt other than Intercompany Debt permitted to be incurred pursuant to, and incurred in compliance with, Section 7.13(g) hereof; and (F) such dissolution shall otherwise not create any covenants, undertakings or obligations on the part of any Credit Party any more onerous than the covenants, undertakings or obligations contained in the Luxembourg Debt;

                    (d) the Credit Parties and their Subsidiaries may pay reasonable compensation and provide customary indemnities to directors, officers and employees; and

                    (e) Ravenstock and MSG may make payments to each other as reimbursement for corporate overhead and services plus reasonable and customary out-of-pocket expenses, if and only to the extent that at the time of and after giving effect to each such payment: (w) no

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Default or Event of Default exists under Section 9.1 (a), (x) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive, (y) in the case of payments from Ravenstock to MSG, UK Availability is greater than or equal to £4,000,000 and (z) in the case of payments from MSG to Ravenstock, (I) US Availability is greater than or equal to $7,000,000 and (II) such amount does not exceed $1,000,000 in any Fiscal Year (taking into account all such payments occurring in Fiscal Year 2005 occurring prior to the Closing Date).

          7.16 Investment Banking and Finder’s Fees. No Credit Party shall pay or agree to pay, or reimburse any other party with respect to, any investment banking or similar or related fee, underwriter’s fee, finder’s fee, or broker’s fee to any Person in connection with this Agreement. The Credit Parties shall defend and indemnify the Agents and the Lenders against and hold them harmless from all claims of any Person that the Credit Parties are obligated to pay for any such fees, and all costs and expenses (including attorneys’ fees) incurred by the Agents and/or any Lender in connection therewith.

          7.17 Business Conducted.

                    (a) No Credit Party (other than Parent Guarantor) shall, nor shall it or the Parent Guarantor permit any of its Subsidiaries to, engage directly or indirectly, in any line of business other than a Similar Business.

                    (b) The Parent Guarantor shall not engage in any business activities or have any properties or liabilities, other than (i) holding Capital Stock of MSG, (ii) obligations under the Loan Documents and (iii) activities and properties incidental to the foregoing clauses (i) and (ii).

          7.18 Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, incur, assume, or permit to exist any Lien on any property now owned or hereafter acquired by any of them, except Permitted Liens, and Liens, if any, in effect as of the Closing Date described in Schedule 6.9 securing Debt described in Schedule 6.9; Liens securing Capital Leases and purchase money Debt permitted under Section 7.13(c); and mortgages securing Debt permitted under Section 7.13(k) and Section 7.13(1).

          7.19 Sale and Leaseback Transactions. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into any arrangement with any Person providing for such Credit Party or Subsidiary to lease or rent property that the Credit Party or such Subsidiary has sold or will sell or otherwise transfer to such Person other than Real Estate both (a) sold or otherwise disposed of to a Person that is not a Credit Party pursuant to Section 7.9 hereof and (b) in respect of which such Credit Party or Subsidiary has delivered a landlord waiver and, if the Real Estate will be subject to a mortgage or deed of trust, a mortgagee waiver, in each case in form and substance satisfactory to the Administrative Agent and the UK Security Trustee, as applicable.

          7.20 New Subsidiaries. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary other than (i) those listed on Schedule 6.5, (ii) Wholly-owned Subsidiaries acquired in a Permitted

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Acquisition, or (iii) Wholly-owned Subsidiaries created by a Credit Party so long as the Credit Party shall, and shall cause each such Subsidiary to, comply with the provisions of Section 7.32; provided that no US Credit Party shall, nor shall it permit any US Subsidiary to, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary organized under the laws of any jurisdiction other than the United States, other than (A) those Subsidiaries listed on Schedule 6.5 as of the Closing Date and (B) direct and indirect Subsidiaries of Ravenstock; and provided further that no UK Credit Party shall, nor shall it permit any UK Subsidiary to, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary organized under the laws of the United States or any State thereof.

          7.21 Fiscal Year. No Credit Party shall, nor shall it permit any of its Subsidiaries to, change its Fiscal Year.

          7.22 Depreciation Method. No Credit Party shall, nor shall it permit any of its Subsidiaries to, change its method of calculating depreciation with respect to the preparation of the financial information set forth in the Financial Statements except as required by GAAP, the independent accountants of any Credit Party, the SEC or any other Governmental Authority having jurisdiction over such Credit Parties.

          7.23 Cash Interest Coverage Ratio. The Credit Parties and their Subsidiaries will maintain a Cash Interest Coverage Ratio for each period of four consecutive fiscal quarters ended on the last day of any Fiscal Quarter set forth below of not less than the ratio set forth opposite such period:

Period Ending	Ratio
The last day of each Fiscal Quarter through the Fiscal Quarter ending on December 31, 2006	2.10:1
The last day of each Fiscal Quarter after the Fiscal Quarter ending on December 31, 2006 through the Fiscal Quarter ending on December 31, 2007	2.15:1
The last day of each Fiscal Quarter after the Fiscal Quarter ending on December 31, 2007 through the Fiscal Quarter ending on December 31, 2008	2.20:1
The last day of each Fiscal Quarter thereafter	2.25:1

          7.24 Maximum Consolidated Total Debt to Pro Forma EBITDA Ratio. The Credit Parties and their Subsidiaries will not permit the Consolidated Total Debt to Pro Forma EBITDA Ratio as of the end of any Fiscal Quarter set forth below to be greater than the ratio set forth opposite such period:

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Period Ending	Ratio
The last day of each Fiscal Quarter through the Fiscal Quarter ending on June 30, 2008	5.25:1
The last day of each Fiscal Quarter thereafter	5.00:1

          7.25 Minimum Fleet Utilization Rate. The Credit Parties and their Subsidiaries shall not permit the Fleet Utilization Rate, as of the end of any Fiscal Quarter set forth below, to be less than the rate set forth opposite such period:

Period	Rate
First Fiscal Quarter of each Fiscal Year	72%
Second Fiscal Quarter of each Fiscal Year	74%
Third Fiscal Quarter of each Fiscal Year	76%
Fourth Fiscal Quarter of each Fiscal Year	76%

          7.26 Capital Expenditures. No Credit Party shall, nor shall it permit any of its Subsidiaries to, make or incur any Capital Expenditure if, after giving effect thereto, the aggregate amount of all Capital Expenditures by the Credit Parties and their Subsidiaries on a consolidated basis would exceed:

                    (a) the Dollar Equivalent of $30,000,000 in the Fiscal Year ended December 31, 2005 (taking into account all Capital Expenditures occurring in Fiscal Year 2005 occurring prior to the Closing Date);

                    (b) the Dollar Equivalent of $35,000,000 in the Fiscal Year ended December 31, 2006; and

                    (c) the Dollar Equivalent of $50,000,000 in the Fiscal Year ended December 31, 2007 and each Fiscal Year thereafter;

in each case plus the Acquisition to CapEx Transfer Amount, if any, and less the Capital Expenditure to Acquisition Transfer Amount, if any; provided that to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year (“Year 1”) pursuant to this clause exceeds the aggregate amount of Capital Expenditures actually made during the Fiscal Year, such excess amount, up to the Dollar Equivalent of $12,500,000 (the “Capital Expenditure Excess”), may be carried forward to (but only to) the next succeeding Fiscal Year (“Year 2”) (any such amount to be certified by the US Borrower Representative to the Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of Year 1). —The parties acknowledge and agree that the permitted Capital Expenditure levels set forth above shall be exclusive of Capital Expenditures constituting Permitted Acquisitions.

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          7.27 Use of Proceeds. No Credit Party shall, and shall not suffer or permit any Subsidiary to, use any portion of the Loan proceeds, directly or indirectly, (i) to purchase or carry Margin Stock, (ii) to repay or otherwise refinance indebtedness of a Credit Party or others incurred to purchase or carry Margin Stock, (iii) to extend credit for the purpose of purchasing or carrying any Margin Stock, or (iv) to acquire any security in any transaction that is subject to Section 13 or Section 14 of the Exchange Act.

          7.28 Further Assurances. The Credit Parties shall execute and deliver, or cause to be executed and delivered, to the Agents, the Applicable Security Agents and/or the Lenders such documents and agreements, and shall take or cause to be taken such actions, as the Agents, the Applicable Security Agents or any Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents.

          7.29 Bank Accounts. The Borrowers shall establish and maintain a cash management system reasonably acceptable to the Responsible Agent, including (a) blocked accounts for the UK Credit Parties over which the UK Security Trustee has a fixed charge acceptable to the Responsible Agent and (b) arrangements satisfactory to the Administrative Agent to transfer funds to the Administrative Agent for application to the Obligations on a daily basis, or on such other basis as the Administrative Agent agrees, and blocked accounts for the US Credit Parties over which the US Agent has control (within the meaning of the UCC). Except as may otherwise be agreed by the Administrative Agent and the UK Agent (including, in the case of the UK Borrower, as agreed by the UK Security Trustee pursuant to the terms of the UK Debenture), as applicable, no Credit Party shall maintain any bank account (including without limitation, deposit accounts, disbursement accounts and lockbox accounts) with funds exceeding the Dollar Equivalent of $100,000 per account or $1,000,000 in the aggregate with any person other than the Applicable Security Agent, except as set forth on Schedule 6.27.

          7.30 Changes Relating to Permitted Subordinated Debt. No Credit Party shall change or otherwise amend the terms of any Permitted Subordinated Debt if the effect of such amendments would be to: (i) increase the interest rate on such Permitted Subordinated Debt or under any Permitted Subordinated Debt Agreement; (ii) change the dates upon which payments of principal or interest are due on such Permitted Subordinated Debt other than to extend such dates; (iii) change any default or event of default other than to delete or make less restrictive any default provision therein, or add any covenant with respect to such Permitted Subordinated Debt; (iv) change the redemption or prepayment provisions of such Permitted Subordinated Debt other than to extend the dates therefore or to reduce the premiums payable in connection therewith; (v) grant any security or collateral to secure payment of such Permitted Subordinated Debt or add any guarantor of such Permitted Subordinated Debt; or (vi) change or amend the subordination terms; or (vii) change or amend any other term if such change or amendment would materially increase the obligations of any Credit Party thereunder or confer additional material rights on the holder of such Permitted Subordinated Debt in a manner adverse to any Credit Party, Agent or Lender.

          7.31 Access Agreements. The Borrowers shall use commercially reasonable efforts to deliver to the Administrative Agent and the UK Security Trustee, as applicable, a mortgagee waiver (other than in respect of the UK Properties), a landlord waiver or an agent access agreement, as applicable, in form and substance satisfactory to the Administrative Agent and the

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UK Security Trustee, as applicable, with respect to (i) all owned Real Estate subject to any mortgage, (ii) all Real Estate leased by any Borrower, and (iii) all Real Estate on which Collateral is located which such Real Estate is owned or leased by any Agency of any Borrower, provided, however, that in respect of US Real Estate no such mortgagee waiver, landlord waiver or agent access agreement shall be required (X) for (I) any Real Estate subject to a mortgage, (II) any Real Estate leased by MSG or Ravenstock or (III) any Real Estate on which the Collateral is located which such Real Estate is owned or leased by any Agency of any Borrower, in either case at which the Collateral stored during the last 12 months on any such Real Estate has a net book value less than $250,000, or (Y) if the lease payments, with respect to Real Estate leased by any US Borrower, do not exceed $25,000 on an annual basis.

          7.32 Additional Credit Parties

                    (a) MSG may designate additional US Subsidiaries to be US Borrowers under the US Credit Agreement, and Ravenstock may designate additional Foreign Subsidiaries organized under the laws of the United Kingdom to be additional UK Borrowers under the UK Credit Agreement, and thereby include the assets of such Subsidiaries in calculation of the Applicable Borrowing Base, subject to all the terms thereof; provided that there shall be no more than three (3) US Borrowers or UK Borrowers at any time. Such designation shall only become effective at such time as (i) the designated Subsidiary shall have executed and delivered to the Administrative Agent, with sufficient copies for each Applicable Lender, a Joinder Agreement (as amended to be valid and binding under the laws of England and Wales in the case of an additional UK Borrower) and shall have granted to the Applicable Security Agent first priority and fully perfected Liens on its assets, (ii) the Applicable Security Agent shall have received a first priority pledge of or charge over the Capital Stock of such Subsidiary, (iii) the Administrative Agent shall have received such opinions of counsel, corporate documents and other documents and instruments as the Administrative Agent or the Applicable Security Agent may reasonably request, in each case in form and substance satisfactory to the Administrative Agent and the Applicable Security Agent and (iv) if the additional Subsidiary was acquired or created in connection with any acquisition and the aggregate purchase price in connection with such an acquisition is in excess of $5,000,000 (or if the Rental Fleet Assets owned by such additional Borrower that may be included in any calculation of the US Borrowing Base or the UK Borrowing Base have a value in excess of $5,000,000), the Administrative Agent shall have received a satisfactory “desktop appraisal” of the Rental Fleet Assets owned by such additional Borrower Upon the satisfaction of such conditions, the applicable Subsidiary shall become a US Borrower or UK Borrower for all purposes of the Loan Documents.

                    (b) If after the Closing Date either any Non-Guarantor Subsidiary or Mobile Storage Group (Texas), L.P. acquires assets with a fair market value of $100,000 or more, or any Borrower or any of its Subsidiaries forms or acquires a Subsidiary (in a Permitted Acquisition, including any merger, amalgamation or consolidation in connection therewith) which has assets with a fair market value of $100,000 or more, then unless such Subsidiary has become a Borrower pursuant to Section 7.32(a), the Borrowers shall promptly (and in any event within 5 Applicable Business Days) cause such Subsidiary to become a Subsidiary Guarantor by executing and delivering to the Administrative Agent and the UK Agent, as applicable, with sufficient copies for each Lender, a Guaranty or a supplement or joinder to a Subsidiary Guaranty to guarantee the Obligations of the Borrowers (in the case of a US Subsidiary) or the

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UK Borrower (in the case of a Foreign Subsidiary), and grant to the Applicable Security Agent, as applicable, first priority and fully perfected Liens on its assets and the Capital Stock of such Subsidiary (limited in the case of Capital Stock of a Foreign Subsidiary to the extent set forth in the Pledge Agreement) to secure its Obligations, with such opinions of counsel (including, without limitation, such opinions of counsel as may be requested in connection with Mobile Storage Group (Texas), L.P. acquiring assets with a fair market value in excess of $100,000 or more), corporate documents and other documents and instruments as the Applicable Security Agent may reasonably request, in each case in form and substance satisfactory to the Applicable Security Agent. Notwithstanding the foregoing, Liens on any assets constituting Real Estate shall be subject to the provisions of Section 7.33.

          7.33 Mortgages. (a) From and after the Closing Date, if a Borrower or any of its Subsidiaries acquires any Real Estate (in the case of US Real Estate which, in the good faith determination of the Administrative Agent has a value in excess of $250,000), then the Applicable Borrower shall, or shall cause its Subsidiary to, (x) notify the Administrative Agent of such acquisition within five (5) days thereof, (y) upon the request of the Administrative Agent, execute and deliver to the Administrative Agent within thirty (30) days after such request a Mortgage encumbering such Real Estate and/or, at the sole election of the Administrative Agent, provide to the Administrative Agent (a) evidence that such Mortgage has been duly recorded and creates a valid and enforceable first priority Lien, subject only to Permitted Encumbrances, (b) (in the case of US Real Estate) an ALTA policy of title insurance in amounts, in form, with endorsements and from an insurer satisfactory to the Applicable Security Agent (in the case of UK Properties) a report on title from UK Borrower’s Counsel in form and content satisfactory to the UK Security Trustee and no more onerous than the UK Properties Report on Title, (c) evidence satisfactory to the Applicable Security Agent that such Real Estate is not subject to material Environmental Claims, (d) if required by the Administrative Agent, legal opinions in form and substance and from counsel satisfactory to the Administrative Agent and (z) if such Real Estate is subject to any mortgage or other security, the Borrowers shall use commercially reasonable efforts to deliver to the Administrative Agent and the UK Security Trustee, as applicable, a mortgagee waiver (other than in respect of the UK Properties), and as the case may require, a heritable creditor consent in form and substance reasonably satisfactory to the Administrative Agent and the UK Agent.

                    (b) Without prejudice to the generality of the above, in respect of future acquired UK Property, the UK Borrowers shall instruct a suitably qualified environmental engineer to prepare a Phase I environmental report which will be addressed to the UK Agent and the UK Borrowers and will take such action (if any) with respect to the future acquired UK Property as was required with respect to the UK Properties owned as at the Closing Date pursuant to Section 7.7(d); provided, that in relation to leasehold UK Property with a term of less than 7 years and where there is a full and sufficient indemnity from the landlord for the benefit of the UK Borrowers and their respective chargees in respect of any Environmental Claims arising from historic contamination, the obligation to obtain such a Phase I environmental report shall not apply.

          7.34 Preferred Stock. No Credit Party shall, and each Credit Party shall cause its Subsidiaries to not, issue any Preferred Stock having a right of payment of any dividend or other Distribution other than rights to discretionary dividends or other Distributions, in each case

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permitted by, and made in compliance with, Section 7.1(iv) hereof or a right of mandatory redemption or redemption at the option of the holder, in either case, prior to six (6) months following satisfaction in full in cash of all Obligations.

          7.35 [Intentionally deleted]

          7.36 Center of Main Interest. The UK Borrower shall maintain its center of main interest for purposes of Recital 13 of EC Regulation No. 1346/2000 on Insolvency Proceedings within the United Kingdom.

          7.37 [Intentionally Deleted]

          7.38 Anti-Terrorism Laws. No Credit Party shall conduct any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person; deal in, or otherwise engage in any transaction relating to, any property blocked pursuant to Executive Order No. 13224; or engage in on conspire to engage in any transaction that attempts to violate, or evades or avoids (or has the purpose of evading or avoiding) any prohibitions set forth in Executive Order No. 13224 or the USA Patriot Act. Each Credit Party shall deliver to Administrative Agent and US Lenders any certification or other evidence requested from time to time by Administrative Agent or any US Lender, in its discretion, confirming each Credit Party’s compliance with this Section.

ARTICLE 8.
CONDITIONS OF LENDING

          8.1. Conditions Precedent to the Effectiveness of this Agreement and the Making of Loans on the Closing Date. The effectiveness of this Agreement and the obligation of the US Lenders to make and to continue to permit to remain outstanding Revolving Loans on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue or continue any Letter of Credit on the Closing Date are subject to the following conditions precedent having been satisfied or waived in a manner satisfactory to each Administrative Agent and each US Lender:

                    (a) This Agreement and the other Loan Documents, including, without limitation and for the avoidance of doubt, the UK Loan Documents shall have been executed by each party thereto and each Credit Party shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by such Credit Party before or on such Closing Date.

                    (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement, the Fee Letter or the UK Credit Agreement) and calculated as if all its obligations were current (consistent with past practice), Total Excess Availability shall be at least the Dollar Equivalent of $15,000,000.

                    (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date.

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                     (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date.

                     (e) The Agents and the Lenders shall have received such opinions of counsel for the Credit Parties as the Agents or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agents, the Lenders, and their respective counsel.

                     (f) The Administrative Agent and the UK Agent shall have received:

          (i) acknowledgment copies, verification statements, or certified copies of proper financing statements or similar filings, duly filed on or before the Closing Date (except in the case of filings in the United Kingdom, which shall be duly filed within 21 days after the Closing Date) under the UCC of all applicable jurisdictions or the Companies Act that the Administrative Agent or the UK Agent may deem necessary or desirable in order to perfect and/or continue the Agents’ Liens;

          (ii) duly executed UCC-3 Termination Statements, financing change statements, voluntary discharges and such other instruments, in form and substance satisfactory to the Administrative Agent or the UK Agent, as applicable, as shall be necessary to terminate and satisfy all Liens on the property of the Borrowers and their respective Subsidiaries except Permitted Liens; and

          (iii) all certificates evidencing the Capital Stock and Instruments required to be pledged pursuant to the Loan Documents.

                     (g) The Borrowers shall have paid all fees payable to the Agents and the Lenders, all reasonable expenses of the Agents and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced.

                    (h) The Agents shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agents, of all insurance coverage as required by the Credit Agreements.

                    (i) The Administrative Agent and the UK Agent shall have had an opportunity, if it so chooses, to examine the books of account and other records and files of the Credit Parties and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification and status of Inventory, Accounts, the US Borrowing Base and the UK Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Administrative Agent, the UK Agent and the Lenders in all respects.

                    (j) The Credit Parties shall have established a cash management system acceptable to the Administrative Agent and UK Agent and the Applicable Security Agents, as required pursuant to Section 7.29 hereof.

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                    (k) Lenders shall be satisfied that each Borrower is Solvent and shall have received a certificate from each Borrower in form and substance satisfactory to the Administrative Agent confirming the same.

                    (1) No Material Adverse Effect shall have occurred since September 30, 2005.

                    (m) There shall exist no action, suit, investigation, litigation, or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that in the Administrative Agent’s and UK Agent’s judgment (a) could reasonably be expected to have a Material Adverse Effect or which could impair Borrowers’ ability to perform satisfactorily under the Total US Facility or the Total UK Facility, or (b) could reasonably be expected to materially and adversely affect the Total US Facility or the Total UK Facility or the transactions contemplated thereby.

                    (n) All proceedings taken in connection with the execution of this Agreement, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Administrative Agent and UK Agent and the Lenders.

                    (o) The Subordinated Note Agreement shall have been amended to permit the incurrence of $260,000,000 of “Senior Debt” and “Designated Senior Debt” under this Agreement and the UK Credit Agreement, all on terms satisfactory to the Administrative Agent and UK Agent.

                    (p) On the Closing Date, the Borrowers shall have repaid in full all Existing Term Loans under the Existing US Credit Agreement and Existing UK Credit Agreement.

                    (q) Without limiting the generality of the items described above, the Borrowers and each Person guarantying or securing payment of the Obligations shall have delivered or caused to be delivered to the Administrative Agent and UK Agent (in form and substance reasonably satisfactory to the Administrative Agent and UK Agent), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Administrative Agent and UK Agent to the Borrowers prior to the Closing Date.

                    (r) [Intentionally deleted]

                    (s) No material disruption of or material adverse change in conditions in the financial, banking or capital markets shall exist that the Agents or the Lenders, in their good faith judgment, deem material in connection with the syndication of the Aggregate Commitments.

                    (t) The delivery to the UK Agent of the UK Supplemental Agreement to the UK Properties Report on Title.

                    (u) An undertaking from UK Borrower’s Counsel addressed to the UK. Agent dealing with (amongst other things) the registration of the security created by the UK Debenture over the UK Properties and any other related security.

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                    (v) The Lenders shall be satisfied with all environmental aspects relating to each Borrower and their business, including all environmental reports as may be required by the Lenders.

                    (w) Each Credit Party shall have obtained all governmental and third party consents and approvals as may be necessary or appropriate in connection with the Loan Documents and the transactions contemplated thereby.

                    (x) The Administrative Agent shall have received a duly executed original of a Notice of Borrowing, dated the Closing Date, with respect to each of the US Revolving Loans requested by US Borrower Representative and the UK Revolving Loans requested by US Borrower Representative on the Closing Date which US Revolving Loans and UK Revolving Loans shall be utilized to repay the Existing Terra Loans in full on the Closing Date.

                    (y) The Administrative Agent shall have received the Financial Statements required to be delivered pursuant to Section 5.2(a), 5.2(b) and 5.2(c) of the Existing US Credit Agreement for the Parent Guarantor and its consolidated US Subsidiaries as well as such other historical financial statements and projections with respect to the US Borrower as the Administrative Agent deems appropriate, all in form and substance acceptable to Administrative Agent.

                    (z) The Agents shall have received the duly executed and delivered Existing Term Lender Exit Consent.

                    The acceptance by any US Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the US Borrowers to the effect that all of the conditions precedent to the making of such US Revolving Loans or the issuance of such Letters of Credit have been satisfied or waived, with the same effect as delivery to the Administrative Agent and the US Lenders of a certificate signed by a Responsible Officer of the US Borrowers, dated the Closing Date, to such effect.

                    Execution and delivery to the Administrative Agent by a US Lender of a counterpart of this Agreement shall be deemed confirmation by such US Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender and (ii) all documents sent to such US Lender for approval consent, or satisfaction were acceptable to such US Lender.

          8.2 Conditions Precedent to Each Loan. The obligations of the US Lenders to make each Loan, including any US Revolving Loans on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit:

                    (a) The following statements shall be true, and the acceptance by a US Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Administrative Agent and the Lenders of a certificate signed by a Responsible Officer of the US Borrower Representative, dated the date of such extension of credit, stating that:

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          (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date (which shall have been true and correct in all material respects as of such date) and except to the extent the Administrative Agent and the US Lenders have been notified in writing by US Borrower Representative that any representation or warranty is not correct and the US Required Lenders have explicitly waived in writing compliance with such representation or warranty; and

          (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and

          (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect.

                    (b) No such US Borrowing shall exceed US Availability or cause the Aggregate Outstandings to exceed Total Excess Availability (with Total Excess Availability for this purpose only calculated as if Aggregate Outstandings, US Aggregate Outstandings and UK Aggregate Outstandings were equal to zero);

provided, however, that each of the foregoing conditions precedent are not conditions to each US Lender participating in or reimbursing the Bank or the Administrative Agent for such US Lenders’ Pro Rata Share of any Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.2(h) or (i).

ARTICLE 9.
DEFAULT; REMEDIES

          9.1 Events of Default. It shall constitute an event of default (“Event of Default”) if any one or more of the following shall occur for any reason:

                    (a) any failure by any Borrower to pay the principal of any of its Obligations when due, whether on demand or otherwise, or failure by any Borrower to pay any interest on any of its Obligations or any fee or other amount owing under either Credit Agreement or under any other Loan Document when due, whether upon demand or otherwise, and if such amount is not paid by a charge to the Loan Account of the Applicable Borrowers, such failure (with respect to any Obligation other than the payment of principal) is not cured by the payment in full within 2 Applicable Business Days from the due date;

                    (b) any representation or warranty made or deemed made by any Credit Party in either Credit Agreement or in any of the other Loan Documents, any Financial Statement, or any certificate furnished by any Credit Party at any time to any Agent or any Lender shall prove to be untrue in any material respect as of the date on which made, deemed made, or furnished;

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                    (c) (i) any default shall occur in the observance or performance of any of the covenants and agreements contained in Sections 5.2(k), 7.2, 7.5, 7.8 through 7.15, inclusive, 7.17 through 7.19, inclusive and 7.21 through 7.36, inclusive, of the US Credit Agreement and the UK Credit Agreement, Section 11 of the Security Agreement or Section 5 of the UK Debenture, (ii) any default shall occur in the observance or performance of any of the covenants and agreements contained in Sections 5.2 (other than 5.2(k)) or 5.3 of the US Credit Agreement or the UK Credit Agreement and such default shall continue for three (3) days or more; or (iii) any default shall occur in the observance or performance of any of the other covenants or agreements contained in any other Section of either Credit Agreement or any other Loan Document, or any other agreement entered into at any time to which any Credit Party and any Agent or any Lender are party (including in respect of any Bank Products) and such default shall continue for fifteen (15) days or more;

                    (d) any default shall occur with respect to any Debt (other than the Obligations) of any Credit Party or any of its Subsidiaries in an outstanding principal amount which exceeds the Dollar Equivalent of $5,000,000, or under any agreement or instrument under or pursuant to which any such Debt may have been issued, created, assumed, or guaranteed by any Credit Party or any of its Subsidiaries, and such default shall continue for more than the period of grace, if any, therein specified, if the effect thereof (with or without the giving of notice or further lapse of time or both) is to accelerate, or to permit the holders of any such Debt to accelerate, the maturity of any such Debt; or any such Debt shall be declared due and payable or be required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof;

                    (e) any Credit Party or any of its Subsidiaries shall (i) file a voluntary petition in bankruptcy or file a voluntary petition or application or an answer or otherwise commence any action or proceeding seeking reorganization, arrangement, consolidation, compromise or readjustment of its debts or seeking a stay which has the effect of staying any creditor or for any other relief under the federal Bankruptcy Code, as amended, or under any other bankruptcy, insolvency, liquidation, winding-up, corporate or similar, equivalent, or applicable act or law, state, federal, provincial or foreign, in any jurisdiction, now or hereafter existing, or consent to, approve of, or acquiesce in, any such petition, action or proceeding; (ii) apply for or acquiesce in the appointment of an interim receiver, a receiver, a receiver and manager, assignee, liquidator, sequestrator, custodian, monitor, administrator, trustee or similar officer for it or for all or any part of its property; (iii) make an assignment for the benefit of creditors; or (iv) be unable generally to pay its debts as they become due;

                    (f) an involuntary petition shall be filed or application made or an action or proceeding otherwise commenced seeking reorganization, arrangement, consolidation, compromise, or readjustment of the debts of any Credit Party or any of its Subsidiaries or for any other relief under the federal Bankruptcy Code, as amended, or under any other bankruptcy, insolvency, liquidation, winding-up, corporate or similar, equivalent, or applicable act or law, state, federal, provincial or foreign, in any jurisdiction, now or hereafter existing and such petition or proceeding shall not be dismissed within sixty (60) days after the filing or commencement thereof or an order of relief shall be entered with respect thereto;

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                    (g) an interim receiver, administrator, administrative receiver, receiver, assignee, liquidator, sequestrator, custodian, monitor, trustee or similar officer for any Credit Party or any of its Subsidiaries or for all or any part of its property shall be appointed or a warrant of attachment, execution or similar process shall be issued in any jurisdiction against any part of the property of any Credit Party or any of their respective Subsidiaries;

                    (h) any Credit Party shall file a certificate of dissolution or like process under applicable state, federal, provincial or foreign, law or shall be liquidated, dissolved or wound-up or shall commence or have commenced against it any action or proceeding for dissolution, winding-up or liquidation, or shall take any corporate action in furtherance thereof except for the dissolution of any Non-Guarantor Subsidiary or as otherwise permitted by this Agreement;

                    (i) all or any material part of the property of any Credit Party or any of its Subsidiaries shall be nationalized, expropriated or condemned, seized or otherwise appropriated, or custody or control of such property or of any Credit Party or such Subsidiary shall be assumed by any Governmental Authority or any court of competent jurisdiction at the instance of any Governmental Authority, except where contested in good faith by proper proceedings diligently pursued where a stay of enforcement is in effect;

                    (j) any Loan Document shall be terminated, revoked or declared void or invalid or unenforceable by a court of competent jurisdiction or the enforceability thereof is challenged by any Credit Party or any of its Subsidiaries or any other obligor;

                    (k) one or more judgments, orders, decrees or arbitration awards is entered against any Credit Party or any of its respective Subsidiaries involving, in the aggregate, liability (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) as to any single or related or unrelated series of transactions, incidents or conditions, of the Dollar Equivalent of $5,000,000 or more, and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of thirty (30) days after the entry thereof;

                    (l) any loss, theft, damage or destruction of any item or items of Collateral or other property of any Credit Party or any of its Subsidiary occurs which could reasonably be expected to cause a Material Adverse Effect and is not adequately covered by insurance;

                    (m) there is filed against any Credit Party or any of its Subsidiaries any action, suit or proceeding under any federal or state racketeering statute (including the Racketeer Influenced and Corrupt Organization Act of 1970), which action, suit or proceeding (i) is not dismissed within one hundred twenty (120) days, and (ii) could reasonably be expected to result in the confiscation or forfeiture of any material portion of the Collateral;

                    (n) for any reason other than the failure of the Applicable Security Agent to take any action available to it to maintain perfection of the Applicable Agents’ Liens pursuant to the Loan Documents, any Loan Document ceases to be in full force and effect or any Lien with respect to any material portion of the Collateral intended to be secured thereby ceases to be, or is not, valid, perfected and prior to all other Liens (other than Permitted Liens) or is terminated, revoked or declared void by a court of competent jurisdiction;

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                    (o) an ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Credit Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Dollar Equivalent of $1,000,000; (ii) the aggregate amount of Unfunded Pension Liability among all Pension Plans at any time exceeds the Dollar Equivalent of $1,000,000; or (iii) any Borrower or any of its ERISA Affiliates shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Dollar Equivalent of $1,000,000;

                    (p) there occurs a Change in Control;

                    (q) there occurs an event having a Material Adverse Effect;

                    (r) (i) any UK Credit Party is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; (ii) the value of the assets of any UK Credit Party is less than its liabilities (taking into account contingent and prospective liabilities); or (iii) a moratorium is declared in respect of any indebtedness of any UK Credit Party;

                    (s) any corporate action, legal proceedings, application, petition or other procedure or step is taken in relation to: (i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise and including, without limitation, under or in connection with Chapter 11 of the United States Bankruptcy Code) of any UK Credit Party; (ii) a composition, assignment or arrangement with any creditor of any UK Credit Party; (iii) the appointment of a liquidator, receiver, examiner, administrator, administrative receiver, compulsory manager or other similar officer in respect of any UK Credit Party or any of its assets; or (iv) enforcement of any lien over any assets of any UK Credit Party, (v) or any analogous procedure or step is taken in any jurisdiction; or

                    (t) there occurs any Event of Default under or in connection with the UK Credit Agreement.

          9.2 Remedies.

                    (a) (i) Subject to clauses (iv) and (v) below, if a Default or an Event of Default exists: (A) the Administrative Agent under the US Credit Agreement and the UK Agent under the UK Credit Agreement may, in their collective discretion, and shall, at the direction of the Required Lenders, without notice to or demand on the Borrowers or any other Credit Party reduce the Maximum Amount; (B) the Administrative Agent, in its capacity as Administrative Agent under the US Credit Agreement, may, in its discretion, and shall, at the direction of the US Required Lenders (I) reduce the Maximum US Amount and/or the advance rates against Eligible Accounts and/or Eligible Rental Fleet Assets and/or Eligible Machinery and Equipment and/or Eligible Sales Inventory used in computing the US Borrowing Base or reduce one or more of the other elements used in computing the US Borrowing Base; (II) restrict the amount of or refuse to

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make US Revolving Loans to one or more of the US Borrowers; and (III) restrict or refuse to provide Letters of Credit or Credit Support to one or more of the US Borrowers; or (C) the UK Agent, in its capacity as UK Agent under the UK Credit Agreement, may, in its discretion, and shall, at the direction of the UK Required Lenders shall (I) reduce the Maximum UK Amount and/or the advance rates against Eligible Accounts and/or Eligible Rental Fleet Assets and/or Eligible Machinery and Equipment and/or Eligible Sales Inventory used in computing the UK Borrowing Base or reduce one or more of the other elements used in computing the UK Borrowing Base; (II) restrict the amount of or refuse to make UK Revolving Loans to one or more of the UK Borrowers; and (III) restrict or refuse to provide Letters of Credit or Credit Support to one or more of the UK Borrowers.

          (ii) If an Event of Default exists, the Administrative Agent, in its capacity as Administrative Agent under the US Credit Agreement, may, in its discretion, and shall, at the direction of the US Required Lenders, do one or more of the following, in addition to the actions described in the preceding sentence, at any time or times and in any order, without notice to or demand on the US Borrowers or any other Credit Party: (A) terminate the US Commitments with respect to the Total US Facility and the US Credit Agreement; (B) declare any or all US Obligations of the US Borrowers to be immediately due and payable; provided, however, that upon the occurrence of any Event of Default described in Sections 9.l(e), 9.1(f), 9.1(g) or 9.1(h) of the US Credit Agreement with respect to any US Borrower, the US Commitments shall automatically and immediately expire and all US Obligations shall automatically become immediately due and payable without notice or demand of any kind; (C) require the US Borrowers to cash collateralize all US Letter of Credit Obligations outstanding under the US Credit Agreement; and (D) pursue its other rights and remedies under the US Loan Documents and applicable law.

          (iii) If an Event of Default exists, the UK Agent, in its capacity as UK Agent under the UK Credit Agreement, may, in its discretion, and shall, at the direction of the UK Required Lenders, do one or more of the following, in addition to the actions described in the preceding sentence, at any time or times and in any order, without notice to or demand on the UK Borrowers or any other Credit Party: (A) terminate the UK Commitments with respect to the Total UK Facility, and Agreement; (B) declare any or all UK Obligations of the UK Borrowers to be immediately due and payable; (C) require the UK Borrowers to cash collateralize all Letter of Credit Obligations outstanding under the UK Credit Agreement; and (D) pursue its other rights and remedies under the UK Loan Documents and applicable law.

                    (b) Event of Default has occurred and is continuing and without prejudice to all or any rights it may otherwise have under the laws of any jurisdiction or under the terms of any other Loan Document: (i) the Administrative Agent shall have for the benefit of the US Agents and the US Lenders, in addition to all other rights of the US Agents and the US Lenders, the rights and remedies of a secured party under the US Loan Documents, the UCC and the Companies Act; (ii) the Administrative Agent may, at any time, take possession of any or all of the US Collateral and keep it on the applicable US Credit Party’s premises, at no cost to the

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Administrative Agent, any US Agent or any US Lender, or remove any part of it to such other place or places as the Administrative Agent may desire; and (iii) the Administrative Agent may sell and deliver any US Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion, and may, if the Administrative Agent deems it reasonable, postpone or adjourn any sale of the US Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Without in any way requiring notice to be given in the following manner, the US Borrowers agree that any notice by the Administrative Agent of sale, disposition or other intended action hereunder or in connection herewith, whether required by the UCC, other applicable laws or otherwise, shall constitute reasonable notice to the US Borrowers if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least five US Business Days prior to such action to the US Borrowers’ address specified in or pursuant to Section 13.8 of the US Credit Agreement. If any US Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given against the US Obligations until the Administrative Agent or the US Lenders receive payment, and if the buyer defaults in payment, the Administrative Agent may resell the US Collateral without further notice to the Borrowers. In the event the Administrative Agent seeks to take possession of all or any portion of the US Collateral by judicial process, the US Borrowers irrevocably waive: (A) the posting of any bond, surety or security with respect thereto which might otherwise be required; (B) any demand for possession prior to the commencement of any suit or action to recover the Collateral; and (C) any requirement that the Administrative Agent retain possession and not dispose of any US Collateral until after trial or final judgment. The US Borrowers agree that the Administrative Agent has no obligation to preserve rights to the US Collateral or marshal any US Collateral for the benefit of any Person. The Administrative Agent is hereby granted a license or other right to use, without charge, the US Borrowers’ labels, patents, copyrights, name, industrial designs, trade secrets, trade names, trademarks, and advertising matter, or any similar property, in completing production of, advertising or selling any US Collateral, and such US Borrowers’ rights under all licenses and all franchise agreements shall inure to the Administrative Agent’s benefit for such purpose. The proceeds of sale of the US Collateral of any US Obligor shall be applied first to all expenses of sale, including attorneys’ fees, and then to the Obligations of such US Obligor. The Administrative Agent will return any excess to the US Borrowers and the US Credit Parties shall remain liable for any deficiency.

                    (c) If an Event of Default occurs, the US Borrowers hereby waive all rights to notice and hearing prior to the exercise by the Administrative Agent of the Administrative Agent’s rights to repossess the Collateral without judicial process or to reply, attach or levy upon the US Collateral without notice or hearing.

ARTICLE 10.
TERM AND TERMINATION

          10.1 Term and Termination. The term of this Agreement shall end on the Stated Termination Date unless sooner terminated in accordance with the terms hereof. The Administrative Agent upon direction from the Required Lenders may terminate the US Commitments under this Agreement without notice upon the occurrence of an Event of Default. Upon the effective date of termination of this Agreement for any reason whatsoever, all US

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Obligations (including all unpaid principal, accrued and unpaid interest and any early termination or prepayment fees or penalties) shall become immediately due and payable and the Applicable Borrower shall immediately arrange for the cancellation and return of Letters of Credit then outstanding. Notwithstanding the termination of this Agreement, until all Obligations are paid and performed in full in cash, each US Borrower shall remain bound by the terms of this Agreement and shall not be relieved of any of its Obligations hereunder or under any other Loan Document, and the Agents and the Lenders shall retain all their rights and remedies hereunder (including the Agents’ Liens in and all rights and remedies with respect to all then existing and after-arising Collateral).

ARTICLE 11.
AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS

          11.1 Amendments and Waivers.

                    (a) No amendment or waiver of any provision of this Agreement or any other Loan Document, including, without limitation, the UK Credit Agreement and the UK Loan Documents, and no consent with respect to any departure by the Credit Parties therefrom shall be effective unless the same shall be consented to in writing by the Required Lenders and executed by the Applicable Required Lenders (or by the Responsible Agent at the written request of the Applicable Required Lenders) and the Applicable Borrowers and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

                    (b) No amendment or waiver of any provision of this Agreement or any other Loan Document, including, without limitation, the UK Credit Agreement and the UK Loan Documents shall be effective unless the same shall be consented to in writing by 100% of the Lenders and executed by the Applicable Lenders (or by the Responsible Agent at the written request of the Applicable Lenders and the Applicable Borrowers), if such waiver, amendment or consent shall do any of the following:

          (i) increase or extend the US Commitment or the UK Commitment;

          (ii) postpone or delay any date fixed by this Agreement or any other Loan Document, for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document, including, without limitation, the UK Credit Agreement;

          (iii) reduce the principal of, or the rate of interest specified herein on any Loan, or any fees or other amounts payable hereunder or under any other Loan Document, including, without limitation, the UK Credit Agreement;

          (iv) change the percentage of the US Commitments, the UK Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Lenders or any of them to take any action hereunder or under any other Loan Document;

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          (v) increase any of the percentages set forth in the definition of the US Borrowing Base or the UK Borrowing Base (other than as the result of delivery of new Appraisals);

          (vi) amend this Section 11.1 or any provision of this Agreement or the UK Credit Agreement providing for consent or other action by all Lenders;

          (vii) release any Guaranties other than as permitted by Section 12.11;

          (viii) change the definition of “Required Lenders,” “US Required Lenders,” “UK Required Lenders,” or “Pro Rata Share”;

          (ix) increase the Maximum Amount, the Maximum US Amount, the Maximum UK Amount, the Maximum Consolidated Borrowing Base Amount or the Letter of Credit Subfacility; or

          (x) release any Collateral other than as permitted by Section 12.11 hereof and Section12.11 of the UK Credit Agreement.

provided, however, that the Responsible Agent may, in its sole discretion and notwithstanding the limitations contained in clauses (v) and (ix) above and any other terms of this Agreement, make Agent Advances in accordance with Section 1.2(i) hereof or Section 1.2(i) of the UK Credit Agreement and, provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Responsible Agent, affect the rights or duties of the Responsible Agent under this Agreement or any other Loan Document; and provided further, that Schedule 1 hereto and Schedule 1 to the UK Credit Agreement may be amended from time to time by the Responsible Agent alone to reflect assignments of US Commitments and the UK Commitments or increases or decreases in US Commitments and UK Commitments in accordance herewith and the UK Credit Agreement.

                    (c) [Intentionally deleted]

                    (d) [Intentionally deleted]

                    (e) [Intentionally deleted]

                    (f) [Intentionally deleted]

                    (g) If, in connection with any proposed amendment, waiver or consent (a “Proposed Change”) requiring the consent of all Lenders, the consent of Required Lenders is obtained, but the consent of other US Lenders is not obtained (any such Lender whose consent is not obtained as described in this clause and being referred to as a “Non-Consenting US Lender”), then, so long as the Administrative Agent is not a Non-Consenting US Lender, at the US Borrower Representative’s request, the Administrative Agent or an Eligible Assignee shall have the right (but not the obligation) with the Administrative Agent’s approval, to purchase from the Non-Consenting US Lenders, and the Non-Consenting US Lenders agree that they shall sell, all

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the Non-Consenting US Lenders’ US Commitments and UK Commitments and/or US Revolving Loans and UK Revolving Loans (including, for the avoidance of doubt, all of such Non-Consenting US Lender’s UK Commitments and UK Revolving Loans by way of a UK Transfer Agreement) for an amount equal to the principal balances of such Loans and all accrued interest and fees with respect thereto through the date of sale pursuant to Assignment and Acceptance(s), without premium or discount.

          11.2 Assignments; Participations.

                    (a) Any US Lender may, with the written consent of the Administrative Agent (which consent, in each case, shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Administrative Agent shall be required in connection with any assignment and delegation by a US Lender to an Affiliate of such US Lender) (each an “Assignee”) all, or any ratable part of all, of the US Revolving Loans, the US Commitments and the other rights and obligations of such US Lender hereunder, in the case of US Revolver Loans in a minimum amount of the Dollar Equivalent of $10,000,000; provided that, unless an assignor US Lender has assigned and delegated all of its rights and obligations with respect to all of its Revolving Loans (including its US Revolving Loans and UK Revolving Loans) and/or Aggregate Commitments (including its US Commitments and its UK Commitments), no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor US Lender retains an Aggregate Commitment (including its aggregate US Commitments, its aggregate UK Commitments, and the aggregate of any UK Commitments of any Affiliate of the US Lender) in a minimum amount of the Dollar Equivalent of $20,000,000 and provided further that any such assignment shall effect an assignment of a ratable part of such US Lender’s Aggregate Commitments and other rights and obligations; provided, however, that the US Borrowers and the Administrative Agent may continue to deal solely and directly with such US Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the US Borrowers and the US Agent by such US Lender and the Assignee; (ii) such US Lender and its Assignee shall have delivered to the US Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) the assignor US Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500 and provided further that no such assignment shall be effective unless and until the assignor US Lender, in its capacity as a UK Lender, shall also have novated a pro rata portion of its interest in its UK Revolving Loans and/or UK Commitments under the UK Credit Facility pursuant to and in accordance with Section 11.2(a) of the UK Credit Facility and delivered to the UK Agent a UK Transfer Agreement with respect to such novation (provided that no such novation of UK Revolving Loans and/or UK Commitments shall be required in connection with transfer by a US Lender to its Affiliate). The US Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Administrative Agent to evidence assignments of the US Revolving Loans, the UK Revolving Loans, the US Commitments and the UK Commitments in accordance herewith.

                    (b) From and after the date that the Administrative Agent notifies the assignor US Lender that it has received the executed Assignments and Acceptance and the UK Agent has

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received the executed UK Transfer Agreement required hereby and payment of the above-referenced processing fee, and (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation of a US Lender to participate in Letters of Credit and Credit Support, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a US Lender under the Loan Documents, and (ii) the assignor US Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning US Lender’s rights and obligations under this Agreement, such US Lender shall cease to be a party hereto).

                    (c) By executing and delivering an Assignment and Acceptance, the assigning US Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning US Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any US Borrower or any of its Subsidiaries to the Administrative Agent or any US Lender in the Collateral; (ii) such assigning US Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or any of its Subsidiaries or the performance or observance by any Credit Party or any of its Subsidiaries of any of their respective obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Administrative Agent, such assigning US Lender or any other US Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers, including the discretionary rights and incidental power, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a US Lender.

                    (d) Immediately upon satisfaction of the requirements of Section 11.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the US Commitments arising therefrom. The US Commitment, if any, allocated to each Assignee shall reduce such US Commitments of the assigning US Lender pro tanto.

                    (e) Any US Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of the Borrowers (a “Participant”) participating interests in any US Revolving Loans, the US Commitment of that Lender and the

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other interests of that Lender (the “originating US Lender”) hereunder and under the other US Loan Documents; provided, however, that (i) the originating US Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating US Lender shall remain solely responsible for the performance of such obligations, (iii) the US Borrowers and the US Agents shall continue to deal solely and directly with the originating US Lender in connection with the originating US Lender’s rights and obligations under this Agreement and the other US Loan Documents, and (iv) no US Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other US Loan Document except the matters set forth in Section 11.1(b)(i), (ii) and (iii), and all amounts payable by the US Borrowers hereunder shall be determined as if such US Lender had not sold such participation; provided further that no such sale of a participating interest shall be effective unless and until the originating US Lender, in its capacity as a UK Lender, shall also have sold a pro rata participating portion of its interest in its UK Revolving Loans and/or UK Commitments under the UK Credit Facility pursuant to and in accordance with Section 11.2(e) of the UK Credit Facility. Notwithstanding the foregoing, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a US Lender under this Agreement.

                    (f) Notwithstanding any other provision in this Agreement, any US Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

ARTICLE 12.
THE AGENTS

          12.1 Appointment and Authorization. Each US Lender hereby redesignates and reappoints Bank as its Administrative Agent under this Agreement and the other Loan Documents and each US Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such on the express conditions contained in this Article 12. The provisions of this Article 12 are solely for the benefit of the Administrative Agent and the US Lenders and the Credit Parties shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the US Agents shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the US Agents have or be deemed to have any fiduciary relationship with any US Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the US Agents. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this

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Agreement with reference to any US Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each US Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which an Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the US Borrowing Base, (b) the making of Agent Advances pursuant to Section 1.2(i), and (c) the exercise of remedies pursuant to Section 9.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

          12.2 Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No US Agent shall be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

          12.3 Liability of Agent. None of the Agent-Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by any US Borrower or any Subsidiary or Affiliate of any US Borrower, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by any US Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any US Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any US Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of such US Borrower or any of the US Borrowers’ Subsidiaries or Affiliates.

          12.4 Reliance by Each Agent. Each US Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by such US Agent. Each US Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each US Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan

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Document in accordance with a request or consent of the Required Lenders (or all Lenders if so required by Section 11.1) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the US Lenders.

          12.5 Notice of Default. No US Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless such US Agent shall have received written notice from a Lender or the US Borrower Representative referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” Each US Agent will notify the US Lenders of its receipt of any such notice. Each US Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required US Lenders; provided, however, that unless and until such US Agent has received any such request, such US Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

          12.6 Credit Decision. Each US Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by any US Agent hereinafter taken, including any review of the affairs of the US Borrowers and their Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any US Lender. Each US Lender represents to each US Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the US Borrowers and their Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the US Borrowers. Each US Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the US Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to the US Lenders by a US Agent, such US Agent shall not have any duty or responsibility to provide any US Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Credit Parties or any of their Subsidiaries which may be or come into the possession of any of the Agent-Related Persons.

          12.7 Indemnification. Whether or not the transactions contemplated hereby are consummated, the US Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the US Borrowers and without limiting the obligation of the Borrowers to do so), in accordance with their Pro Rata Shares, from and against any and all Indemnified Liabilities as such term is defined in Section 13.11 and any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) related to or resulting from any claim or the assertion of any defense based on equitable subordination; provided, however, that no US Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting

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solely from such Person’s gross negligence or willful misconduct. Without limitation of the foregoing, each US Lender shall reimburse each US Agent upon demand for its Pro Rata Share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by such US Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent such the US Agent is not reimbursed for such expenses by or on behalf of the US Borrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of any US Agent.

          12.8 Agent in Individual Capacity. The Bank and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Borrowers and their Subsidiaries and Affiliates as though the Bank were not a US Agent hereunder and without notice to or consent of the US Lenders. The Bank or its Affiliates may receive information regarding the Borrowers, their Affiliates and Account Debtors (including information that may be subject to confidentiality obligations in favor of the Borrowers or their Affiliates) and acknowledge that each US Agent and the Bank shall be under no obligation to provide such information to them. With respect to its US Revolving Loans, the Bank shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” include the Bank in its individual capacity.

          12.9 Successor Agent. Each US Agent may resign as US Agent upon at least 30 days’ prior notice to the Lenders and the Applicable Borrower Representative, such resignation to be effective upon the acceptance of a successor agent to its appointment as the appropriate Agent; provided that, prior to the occurrence and continuation of a Default or Event of Default, the Administrative Agent shall not resign unless the Bank shall also resign as UK Agent under the UK Credit Agreement. In the event the Bank sells all of its Aggregate Commitment and Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio containing this Agreement, the Bank shall resign as Agent and such purchaser or transferee shall become the successor Administrative Agent, in each respective capacity, hereunder. Subject to the foregoing, if any US Agent resigns under this Agreement, the Required Lenders shall appoint from among the US Lenders a successor agent in such capacity for the US Lenders. If no successor agent is appointed prior to the effective date of the resignation of an US Agent, such US Agent may appoint, after consulting with the US Lenders and the Borrower, a successor agent in such capacity from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the relevant retiring US Agent and the term “Administrative Agent”, “UK Agent” or “UK Security Trustee”, as applicable, shall mean such successor agent and the retiring US Agent’s appointment, powers and duties as such a US Agent shall be terminated. After any retiring US Agent’s resignation hereunder as a US Agent, the provisions of this Article 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was US Agent under this Agreement.

          12.10 Withholding Tax.

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          (a) If any US Lender is a “foreign corporation, partnership or trust” within the meaning of the Code and such US Lender claims exemption from, or a reduction of, US withholding tax under Sections 1441 or 1442 of the Code, such US Lender agrees with and in favor of the Administrative Agent, to deliver to the Administrative Agent:

          (i) if such US Lender claims an exemption from, or a reduction of, withholding tax under a United States of America tax treaty, properly completed IRS Forms W-8BEN and W-8ECI before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement;

          (ii) if such US Lender claims that interest paid under this Agreement is exempt from United States of America withholding tax because it is effectively connected with a United States of America trade or business of such US Lender, two properly completed and executed copies of IRS Form W-8ECI before the payment of any interest is due in the first taxable year of such US Lender and in each succeeding taxable year of such US Lender during which interest may be paid under this Agreement, and IRS Form W-9; and

          (iii) such other form or forms as may be required under the Code or other laws of the United States of America as a condition to exemption from, or reduction of, United States of America withholding tax.

Such US Lender agrees to promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

          (b) If any US Lender claims exemption from, or reduction of, withholding tax under a United States of America tax treaty by providing IRS Form W-8BEN and such US Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such US Lender, such US Lender agrees to notify the Administrative Agent of the percentage amount in which it is no longer the beneficial owner of Obligations of the Borrower to such Lender. To the extent of such percentage amount, the Administrative Agent will treat such Lender’s IRS Form W-8BEN as no longer valid.

          (c) If any US Lender claiming exemption from United States of America withholding tax by filing IRS Form W-8ECI with the Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such US Lender, such US Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code.

          (d) If any US Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent may withhold from any interest payment to such US Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by subsection (a) of this Section are not delivered to

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the Administrative Agent, then the Administrative Agent may withhold from any interest payment to such US Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax.

                    (e) If the IRS or any other Governmental Authority of the United States of America or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any US Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such US Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, together with all costs and expenses (including Attorney Costs). The obligation of the US Lenders under this subsection shall survive the payment of all Obligations and the resignation or replacement of the Administrative Agent.

          12.11 Collateral Matters and Release of Guaranties.

                    (a) The US Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Agents’ Liens upon any US Collateral (i) upon the termination of the US Commitments and payment and satisfaction in full by US Borrowers of all US Revolving Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit or the provision of cash collateral or a Supporting Letter of Credit pursuant to Section 1.4(g) hereof and Section 1.4(g) of the UK Credit Agreement (whether or not any of such obligations are due) and all other Obligations; (ii) constituting property being sold or disposed of if the US Borrower Representative certifies to the Administrative Agent that the sale or disposition is made in compliance with Section 7.9 (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which the Credit Parties owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to a Credit Party under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Administrative Agent will not release any of the Applicable Agents’ Liens without the prior written authorization of the Lenders; provided that the Administrative Agent may, in its discretion, release the Agents’ Liens on Collateral valued in the aggregate (including all UK Collateral so released under the UK Credit Agreement) not in excess of the Dollar Equivalent of $2,000,000 in the aggregate for all Borrowers during each Fiscal Year without the prior written authorization of any Lenders and the Administrative Agent may release the Applicable Agents’ Liens on Collateral valued in the aggregate (including all UK Collateral so released under the UK Credit Agreement) not in excess of the Dollar Equivalent of an additional $4,000,000 in the aggregate for all Borrowers during each Fiscal Year with the prior written authorization of Required Lenders, Upon request by the Administrative Agent or the US Borrower Representative at any time, the US Lenders will confirm in writing the Administrative Agent’s authority to release any Agents’ Liens upon particular types or items of Collateral pursuant to this Section 12.11.

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                    (b) Upon receipt by the Applicable Security Agent of any authorization required pursuant to Section 12.11 of the US Agent’s authority to release Agents’ Liens upon particular types or items of US Collateral, and upon at least five (5) Applicable Business Days prior written request by the US Borrower Representative, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agents’ Liens upon such Collateral; provided, however, that (i) the Administrative Agent shall not be requited to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

                    (c) The Administrative Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the applicable Credit Party or is cared for, protected or insured or has been encumbered, or that the Administrative Agents’ Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion given the Administrative Agent’s own interest in the Collateral in its capacity as one of the US Lenders and that the Administrative Agent shall have no other duty or liability whatsoever to any US Lender as to any of the foregoing.

                    (d) The Lenders hereby irrevocably authorize the Administrative Agent and the UK Agent, at their option and in their sole discretion, to release any Subsidiary Guaranty: (i) upon the termination of the US Commitments and payment and satisfaction in full by US Borrowers of all US Revolving Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit or the provision of cash collateral or a Supporting Letter of Credit pursuant to Section 1.4(g) hereof and Section 1.4(g) of the UK Credit Agreement (whether or not any of such obligations are due) and all other Obligations; (ii) granted by any Subsidiary Guarantor which is being sold or disposed of if the US Borrower Representative certifies to the Administrative Agent that the sale or disposition is made in compliance with Section 7.9 (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). Except as provided above, the Administrative Agent will not release any of the Subsidiary Guaranties granted by any Subsidiary Guarantor without the prior written authorization of the Lenders; provided that the Administrative Agent may, in its discretion, release the Subsidiary Guaranties of any Subsidiary Guarantor if such Subsidiary Guarantor shall own assets with a fair market value of less than $100,000. Upon request by the Administrative Agent or the US Borrower Representative at any time, the US Lenders will confirm in writing the Administrative Agent’s authority to release any Subsidiary Guaranties pursuant to this Section 12.11.

          12.12 Restrictions on Actions by Lenders; Sharing of Payments.

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                    (a) Each of the US Lenders agrees that it shall not, without the express consent of all US Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of all US Lenders, set off against the Obligations, any amounts owing by such US Lender to any US Credit Party or any accounts of a US Credit Party now or hereafter maintained with such US Lender. Each of the US Lenders further agrees that it shall not, unless specifically requested to do so by the Administrative Agent, take or cause to be taken any action to enforce its rights under this Agreement or against a US Credit Party, including the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the US Collateral.

                    (b) If at any time or times any US Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of US Collateral or any payments with respect to the Obligations of any US Obligor to such US Lender arising under, or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such US Lender from the Applicable Security Agent pursuant to the terms of this Agreement, or (ii) payments from the Applicable Security Agent in excess of such US Lender’s ratable portion of all or such portion of any distributions due such US Lender upon application of the order of payments set forth under Section 3.7 hereof by the Applicable Security Agent, such US Lender shall promptly turn the same over to the Applicable Security Agent, in kind, and with such endorsements as may be required to negotiate the same to the Applicable Security Agent, or in same day funds, as applicable, for the account of all of the US Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement.

          12.13 Agency for Perfection. Each Lender hereby appoints each other US Lender, the Administrative Agent and the Applicable Security Agent as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC or other applicable law can be perfected only by possession, Should any US Lender (other than the Administrative Agent) obtain possession of any such US Collateral, such US Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such US Collateral to the Administrative Agent or in accordance with the Administrative Agent’s instructions.

          12.14 Payments by Responsible Agent to Applicable Lenders. All payments to be made by any US Agent to the US Lenders shall be made by bank wire transfer or internal transfer of immediately available funds to each US Lender pursuant to wire transfer instructions delivered in writing to the Administrative Agent on or prior to the Closing Date (or if such US Lender is an Assignee, on the applicable Assignment and Acceptance), or pursuant to such other wire transfer instructions as each party may designate for itself by written notice to the Administrative Agent. Payments shall be made in Dollars. Concurrently with each such payment the Administrative Agent shall identify whether such payment (or any portion thereof) represents principal, premium or interest on the US Revolving Loans, or otherwise. Unless the Administrative Agent receives notice from the US Borrower Representative prior to the date on which any payment is due to the US Lenders that the US Borrowers will not make such payment in full as and when required, the Administrative Agent may assume that the US Borrowers have made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each US Lender on such due date an amount equal to the amount then due to such

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US Lender. If and to the extent the US Borrowers have not made such payment in full to the US Agent, each US Lender shall repay to the Administrative Agent on demand such amount distributed to such US Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such US Lender until the date repaid.

          12.15 Settlement.

                               (a) (i) Each US Lender’s funded portion of the US Revolving Loans is intended by the US Lenders to be equal at all times to such US Lender’s Pro Rata Share of the outstanding US Revolving Loans. Notwithstanding such agreement, each US Agent, the Bank, and the other US Lenders agree (which agreement shall not be for the benefit of or enforceable by the US Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions:

                              (ii) The Administrative Agent shall request settlement (“Settlement”) with the US Lenders on at least a weekly basis, or on a more frequent basis at Administrative Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan made under this Agreement, (B) for itself, with respect to each Agent Advance made under this Agreement, and (C) with respect to collections received, in each case, by notifying the US Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 10:00 a.m. (California time) on the date of such requested Settlement (the “Settlement Date”). Each US Lender (other than the Bank, in the case of Non-Ratable Loans and the Administrative Agent in the case of Agent Advances) shall transfer the amount of such US Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to each Settlement to the Administrative Agent, to Administrative Agent’s account in Dollars not later than 2:00 p.m. (California time) on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Administrative Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute US Revolving Loans of such US Lenders. If any such amount is not transferred to the Administrative Agent by any US Lender on the Settlement Date applicable thereto, the Administrative Agent shall be entitled to recover such amount on demand from such US Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the US Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance.

                              (iii) Notwithstanding the foregoing, not more than one (1) US Business Day after demand is made by the Administrative Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Administrative Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other US Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Administrative Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such US Lender’s Pro Rata

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Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by the Bank or the Administrative Agent, as applicable, shall pay to the Bank or the Administrative Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%), in Dollars of such US Lender’s Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the Administrative Agent by any US Lender, the Administrative Agent shall be entitled to recover such amount on demand from such US Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans.

                              (iv) From and after the date, if any, on which any US Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (iii) above, the Administrative Agent shall promptly distribute to such US Lender, such US Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of US Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance.

                              (v) Between Settlement Dates, the Administrative Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Administrative Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the US Revolving Loans, for application to the Bank’s US Revolving Loans to the US Borrowers including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s US Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Administrative Agent for the accounts of the US Lenders, to be applied to the outstanding Revolving Loans to the US Borrowers of such US Lenders, an amount such that each US Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the US Revolving Loans to the US Borrowers. During the period between Settlement Dates, the Bank with respect to Non-Ratable Loans, the Administrative Agent with respect to Agent Advances, and each US Lender with respect to the US Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Administrative Agent and the other US Lenders.

                              (vi) Unless the Administrative Agent has received written notice from a US Lender to the contrary, the Administrative Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and following the requested US Borrowing, US Aggregate Outstandings will not exceed US Availability (with US Availability for such purpose calculated as if US Aggregate Outstandings, and UK Aggregate Outstandings were equal to zero) and Aggregate Outstandings will not exceed Total Excess Availability (with Total Excess Availability for this purpose calculated as if Aggregate Outstandings, US Aggregate Outstandings, and UK Aggregate Outstandings were equal to zero) on any Funding Date for a US Revolving Loan or Non-Ratable Loan.

                    (b) Lenders’ Failure to Perform. All US Revolving Loans (other than Non-Ratable Loans and Agent Advances) shall be made by the US Lenders simultaneously and in

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accordance with their Pro Rata Shares. It is understood that (i) no US Lender shall be responsible for any failure by any other US Lender to perform its obligation to make any US Revolving Loans hereunder, nor shall any US Commitment of any US Lender be increased or decreased as a result of any failure by any other US Lender to perform its obligation to make any US Revolving Loans hereunder, (ii) no failure by any US Lender to perform its obligation to make any US Revolving Loans hereunder shall excuse any other Lender from its obligation to make any US Revolving Loans hereunder, and (iii) the obligations of each US Lender hereunder shall be several, not joint and several.

                    (c) Defaulting Lenders. Unless the Administrative Agent receives notice from an US Lender on or prior to the Closing Date or, with respect to any US Borrowing after the Closing Date, at least one US Business Day prior to the date of such US Borrowing, that such US Lender will not make available as and when required hereunder to the Administrative Agent that US Lender’s Pro Rata Share of a US Borrowing, the Administrative Agent may assume that each US Lender has made such amount available to the Administrative Agent in immediately available funds on the Funding Date. Furthermore, the Administrative Agent may, in reliance upon such assumption, make available to the US Borrowers on such date a corresponding amount. If any US Lender has not transferred its full Pro Rata Share of a US Borrowing to the Administrative Agent in immediately available funds and the Administrative Agent has transferred a corresponding amount to the US Borrowers on the US Business Day following such Funding Date that US Lender shall make such amount available to the Administrative Agent, together with interest at the Federal Funds Rate for that day. A notice by the Administrative Agent submitted to any US Lender with respect to amounts owing shall be conclusive, absent manifest error. If each US Lender’s full Pro Rata Share of a US Borrowing is transferred to the Administrative Agent as required, the amount transferred to the Administrative Agent shall constitute that US Lender’s US Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Administrative Agent on the US Business Day following the Funding Date, the Administrative Agent will notify the US Borrower Representative of such failure to fund and, upon demand by the Administrative Agent, the US Borrowers shall pay such amount to the Administrative Agent for the Administrative Agent’s account, together with interest thereon for each day elapsed since the date of such US Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the US Revolving Loans comprising that particular US Borrowing. The failure of any US Lender to make any US Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other US Lender of its obligation hereunder to make a US Revolving Loan on that Funding Date. No US Lender shall be responsible for any other US Lender’s failure to advance such other US Lenders’ Pro Rata Share of any US Borrowing.

                    (d) Retention of Defaulting Lender’s Payments. The US Agent shall not be obligated to transfer to a Defaulting Lender any payments made by a US Borrower to the Administrative Agent for the Defaulting Lender’s benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by the Administrative Agent. In its discretion, the Agent may loan the US Borrower the amount of all such payments received or retained by it for the account of such Defaulting Lender. Any amounts so loaned to the US Borrowers shall bear interest at the rate applicable to US Base Rate Revolving Loans and for all other purposes of this Agreement shall be treated as if they were US Revolving Loans, provided, however, that for purposes of

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voting or consenting to matters with respect to the Loan Documents and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a “Lender”. Until a Defaulting Lender cures its failure to fund its Pro Rata Share of any Borrowing (A) such Defaulting Lender shall not be entitled to any portion of the Unused Line Fee and (B) the Unused Line Fee shall accrue in favor of the US Lenders which have funded their respective Pro Rata Shares of such requested US Borrowing and shall be allocated among such performing US Lenders ratably based upon their relative US Commitments. This Section shall remain effective with respect to such US Lender until such time as the Defaulting Lender shall no longer be in default of any of its obligations under this Agreement. The terms of this Section shall not be construed to increase or otherwise affect the US Commitment of any US Lender, or relieve or excuse the performance by the US Borrowers of their duties and obligations hereunder.

                    (e) Removal of Defaulting Lender. At the US Borrower Representative’s request, the Administrative Agent or an Eligible Assignee reasonably acceptable to the Administrative Agent shall have the right (but not the obligation) to purchase from any Defaulting Lender, and each Defaulting Lender shall, upon such request, sell and assign to the Administrative Agent or such Eligible Assignee, all of the Defaulting Lender’s outstanding US Commitments and Loans hereunder. Such sale shall be consummated promptly after Administrative Agent has arranged for a purchase by Administrative Agent or an Eligible Assignee pursuant to an Assignment and Acceptance, and at a price equal to the outstanding principal balance of the Defaulting Lender’s US Revolving Loans, plus accrued interest and fees, without premium or discount.

          12.16 Letters of Credit; Intra-Lender Issues.

                    (a) Notice of Letter of Credit Balance. On each Settlement Date the Administrative Agent shall notify each US Lender of the issuance of all Letters of Credit since the prior Settlement Date.

                    (b) Participations in Letters of Credit.

                              (i) Purchase of Participations. Immediately upon issuance of any Letter of Credit in accordance with Section 1.4(d), each US Lender shall be deemed to have irrevocably and unconditionally purchased and received without recourse or warranty, an undivided interest and participation equal to such US Lender’s Pro Rata Share of the face amount of such Letter of Credit or the Credit Support provided through the Administrative Agent to the Letter of Credit Issuer, if not the Bank, in connection with the issuance of such Letter of Credit (including all obligations of the US Borrowers with respect thereto, and any security therefor or guaranty pertaining thereto).

                              (ii) Sharing of Reimbursement Obligation Payments. Whenever the Administrative Agent receives a payment from a US Borrower on account of reimbursement obligations in respect of a Letter of Credit or Credit Support as to which the Administrative Agent has previously received for the account of the Letter of Credit Issuer thereof payment from a US Lender, the Administrative Agent shall promptly pay to such US Lender such US Lender’s Pro Rata Share of such payment from the US Borrowers. Each such payment shall be made by the Administrative Agent on the next Settlement Date.

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                              (iii) Documentation. Upon the request of any US Lender, the Administrative Agent shall furnish to such US Lender copies of any Letter of Credit, Credit Support for any Letter of Credit, reimbursement agreements executed in connection therewith, applications for any Letter of Credit, and such other documentation as may reasonably be requested by such Lender.

                              (iv) Obligations Irrevocable. The obligations of each US Lender to make payments to the Administrative Agent with respect to any Letter of Credit or with respect to their participation therein or with respect to any Credit Support for any Letter of Credit or with respect to the US Revolving Loans made as a result of a drawing under a Letter of Credit and the obligations of the US Borrowers for whose account the Letter of Credit or Credit Support was issued to make payments to the Administrative Agent, for the account of the US Lenders, shall be irrevocable and shall not be subject to any qualification or exception whatsoever, including any of the following circumstances:

                              (1) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;

                              (2) the existence of any claim, setoff, defense or other right which any US Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any US Lender, the Administrative Agent, the issuer of such Letter of Credit, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the US Borrowers or any other Person and the beneficiary named in any Letter of Credit);

                              (3) any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

                              (4) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;

                              (5) the occurrence of any Default or Event of Default; or

                              (6) the failure of the US Borrowers to satisfy the applicable conditions precedent set forth in Article 8.

                    (c) Recovery or Avoidance of Payments; Refund of Payments In Error. In the event any payment by or on behalf of any US Borrower received by the Administrative Agent with respect to any Letter of Credit or Credit Support provided for any Letter of Credit and distributed by the Administrative Agent to the US Lenders on account of their respective participations therein is thereafter set aside, avoided or recovered from the Administrative Agent in connection with any receivership, liquidation or bankruptcy proceeding, the US Lenders shall, upon demand by the Administrative Agent, pay to the Administrative Agent their respective Pro Rata Shares of such amount set aside, avoided or recovered, together with interest at the rate required to be paid by the Administrative Agent upon the amount required to be repaid by it.

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Unless the Administrative Agent receives notice from the US Borrower Representative prior to the date on which any payment is due to the US Lenders that the US Borrowers will not make such payment in full as and when required, the Administrative Agent may assume that the US Borrower has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each US Lender on such due date an amount equal to the amount then due such US Lender. If and to the extent the US Borrowers have not made such payment in full to the Responsible Agent, each US Lender shall repay to the Administrative Agent on demand such amount distributed to such US Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such US Lender until the date repaid.

                    (d) Indemnification by US Lenders. To the extent not reimbursed by the US Borrowers and without limiting the obligations of any US Borrower hereunder, the US Lenders agree to indemnify each applicable Letter of Credit Issuer ratably in accordance with their respective Pro Rata Shares, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by the Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no US Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each US Lender agrees to reimburse the Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by the US Borrowers to the Letter of Credit Issuer, to the extent that the Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by the US Borrowers. The agreement contained in this Section shall survive payment in full of all other Obligations.

          12.17 Concerning the Collateral and the Related Loan Documents. The Administrative Agent and each US Lender authorizes and directs the Administrative Agent to enter into the other US Loan Documents, for the ratable benefit and obligation of the US Agents and the US Lenders. The US Agents and each US Lender agree that any action taken by any US Agent or the Required Lenders, in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by any US Agent or the Required Lenders, as applicable, of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the US Lenders. The US Lenders acknowledge that the US Revolving Loans, Agent Advances, Non-Ratable Loans, US Bank Products and all interest, fees and expenses hereunder constitute one Debt, secured pari passu by all of the US Collateral.

          12.18 Field Audit and Examination Reports; Disclaimer by Lenders. By signing this Agreement, each US Lender:

                    (a) is deemed to have requested that the Administrative Agent furnish such US Lender, promptly after it becomes available, a copy of each field audit or examination report

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(each a “Report” and collectively, “Reports”) prepared by or on behalf of the Administrative Agent;

                    (b) expressly agrees and acknowledges that neither the Bank nor any Agent (i) makes any representation or warranty as to the accuracy of any Report, or (ii) shall be liable for any information contained in any Report;

                    (c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that any US Agent or the Bank or other party performing any audit or examination will inspect only specific information regarding the Credit Parties and will rely significantly upon the Credit Parties’ books and records, as well as on representations of the Credit Parties’ personnel;

                    (d) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in any other manner; and

                    (e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold each US Agent and any such other US Lender preparing a Report harmless from any action the indemnifying US Lender may take or conclusion the indemnifying US Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying US Lender has made or may make to any US Borrower, or the indemnifying US Lender’s participation in, or the indemnifying US Lender’s purchase of, a loan or loans of the US Borrower; and (ii) to pay and protect, and indemnify, defend and hold each US Agent and any such other US Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses and other amounts (including Attorney Costs) incurred by any US Agent and any such other US Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying US Lender.

          12.19 Relation Among Lenders. The US Lenders are not partners or co-venturers, and no US Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of any US Agent) authorized to act for, any other US Lender.

          12.20 Administrative Agent as Security Agent. Notwithstanding any other provision of this Agreement, the US Lenders and the Administrative Agent have also appointed the Administrative Agent as security agent under and pursuant to the US Security Documents. Each of the US Lenders acknowledges that pursuant to the US Security Documents, the US Lenders and the Administrative Agent have irrevocably authorized the Administrative Agent to execute and deliver the US Security Documents on each of their respective behalf (thereby, among other things, designating and appointing the Administrative Agent as their security agent in accordance with the terms thereof and authorizing the Administrative Agent to execute and deliver the US Security Documents and to take such action or to refrain from taking such action on their behalf (and otherwise exercising its powers) in accordance with the terms thereof).

          12.21 Protection of Administrative Agent as Security Agent. The benefits conferred on the Agents pursuant to this Article 12 regarding rights to indemnification and the exercise of rights, powers, authorizations, discretions, duties and responsibilities pursuant to this Agreement

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and any other Loan Document shall also be conferred, where appropriate, on the Administrative Agent in its capacity as security agent under or in respect of any of the US Security Documents and references to US Agent, as well as references to all or any US Agents, in this Article 12 shall be read and construed as references to the Administrative Agent in its capacity as Administrative Agent hereunder and security agent under such US Security Documents accordingly. The Administrative Agent, in its capacity as security agent under the US Security Documents, shall have all the powers of an absolute owner of the security constituted by the US Security Documents and all the rights and powers granted to it by the US Security Documents.

          12.22 Co-Agents. (a) None of the US Lenders identified on the facing page, the preamble or the signature pages to this Agreement as a “Documentation Agent”, if any, shall have any right (except as expressly set forth in this Agreement), power, obligation, liability, responsibility or duty under this Agreement or any other Loan Document other than those applicable to all US Lenders as such. Without limiting the foregoing, none of the US Lenders identified as a “Documentation Agent”, if any, shall have or be deemed to have any fiduciary relationship with any US Lender. Each US Lender acknowledges that it has not relied, and will not rely, on any of the US Lenders so identified in deciding to enter into this Agreement or in taking any action hereunder or under any Loan Document.

                    (b) Upon consultation with each of the US Borrower and the UK Borrower and for a period of thirty (30) days from the Closing Date in connection with the general syndication of the Facilities, the Administrative Agent shall have the right to appoint and grant titles to additional “Agents” and “Co-Agents” (other than, for the avoidance of doubt, any Administrative Agent, Collateral Agents, Security Agents or other agents with similar responsibilities or functions), which such additional Agents or Co-Agents shall become a party hereto pursuant to appropriate documentation (including by way of any Assignment and Acceptance Agreement or UK Transfer Agreement executed by such Agent or Co-Agents (or any affiliate thereof) in its capacity as a Lender hereunder. Following such appointment, the provisions set forth in the first two sentences of this Section 12.22 shall apply to such Agent or Co-Agent as if such Agent or Co-Agent were a “Documentation Agent” as referred to in this Section 12.22.

ARTICLE 13.
MISCELLANEOUS

          13.1 No Waivers; Cumulative Remedies. No failure by any US Agent or any US Lender to exercise any right, remedy, or option under this Agreement or any present or future supplement thereto, or in any other agreement between or among any US Borrower or any other US Obligor and any US Agent and/or any US Lender, or delay by any US Agent, or any US Lender in exercising the same, will operate as a waiver thereof, No waiver by any US Agent or any US Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by any US Agent or the US Lenders on any occasion shall affect or diminish such US Agent’s and each US Lender’s rights thereafter to require strict performance by the US Borrowers and the other Credit Parties of any provision of this Agreement and the other Loan Documents. The US Agents and the US Lenders may proceed directly to collect the US Obligations without any prior recourse to the US Collateral. The US Agents’ and each US Lender’s rights under this Agreement will be cumulative and not exclusive of any other right or remedy which any US Agent or any US Lender may have.

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          13.2 Severability. The illegality or unenforceability of any provision of this Agreement or any Loan Document or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

          13.2 Governing Law; Choice of Forum; Service of Process.

                    (a) THIS AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF CALIFORNIA; PROVIDED THAT PERFECTION ISSUES WITH RESPECT TO DIVISION 9 OF THE UCC MAY GIVE EFFECT TO APPLICABLE CHOICE OR CONFLICT OF LAW RULES SET FORTH IN DIVISION 9 OF THE UCC) OF THE STATE OF CALIFORNIA; PROVIDED THAT EACH US AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL US LAW.

                    (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES OF AMERICA LOCATED IN LOS ANGELES COUNTY, CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE US BORROWERS, THE US AGENTS, AND THE US LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE US BORROWER, THE US AGENTS AND THE US LENDERS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. NOTWITHSTANDING THE FOREGOING: (1) THE US AGENTS AND THE US LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWERS OR THEIR PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION THE US AGENTS OR THE US LENDERS DEEM NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE US COLLATERAL OR OTHER SECURITY FOR THE US OBLIGATIONS AND (2) EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

                    (c) Arbitration. Notwithstanding any other provision of this Agreement to the contrary, any controversy or claim among the parties relating in any way to any Obligations or Loan Documents, including any alleged tort, shall at the request of any party hereto be determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code). Arbitration proceedings will be determined in accordance with the Act, the then-current rules, and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Administrative Agent may

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designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by Real Estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of the Administrative Agent or US Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Administrative Agent’s option, foreclosure under a Mortgage may be accomplished either by exercise of power of sale thereunder or by judicial foreclosure.

          13.4 WAIVER OF JURY TRIAL. SUBJECT TO THE PROVISIONS OF SECTION 13.3(c), EACH US BORROWER, THE US LENDERS AND THE US AGENTS EACH IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE US BORROWERS, THE US LENDERS, AND THE US AGENTS EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER

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PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

          13.5 Survival of Representations and Warranties. All of the US Borrowers’ and the other Credit Parties’ representations and warranties contained in this Agreement and the other Loan Documents shall survive the execution, delivery, and acceptance thereof by the parties, notwithstanding any investigation by the US Agents or the US Lenders or their respective agents.

          13.6 Other Security and Guaranties. The Administrative Agent, may, without notice or demand and without affecting the US Borrowers’ obligations hereunder, from time to time: (a) take from any Person and hold collateral (other than the US Collateral) for the payment of all or any part of the US Obligations and exchange, enforce or release such collateral or any part thereof; and (b) accept and hold any endorsement or guaranty of payment of all or any part of the US Obligations of any US Obligor and release or substitute any such endorser or guarantor, or any Person who has given any Lien in any other collateral as security for the payment of all or any part of the US Obligations of any US Obligor, or any other Person in any way obligated to pay all or any part of the US Obligations of any US Obligor.

          13.7 Fees and Expenses. Each US Borrower agrees to pay to the Administrative Agent for their respective benefit, on demand, all costs and expenses that each US Agent pays or incurs in connection with the negotiation, preparation, syndication, consummation, administration, enforcement, and termination of this Agreement or any of the other Loan Documents, including: (a) Attorney Costs; (b) costs and expenses (including attorneys’ and paralegals’ fees and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with the Loan Documents and the transactions contemplated thereby; (c) costs and expenses of lien and title searches and title insurance; (d) taxes, fees and other charges for recording the Mortgages, if any, filing (and similar) financing statements and continuations, and other actions to perfect, protect, and continue each Applicable Agents’ Liens (including costs and expenses paid or incurred by each Responsible Agent in connection with the consummation of this Agreement); (e) sums paid or incurred to pay any amount or take any action required of the US Borrowers under the Loan Documents that the US Borrowers fail to pay or take; (f) subject to Section 7.4 hereof, costs of appraisals, environmental audits, inspections, and verifications of the Collateral, including travel, lodging, and meals for inspections of the Collateral and the US Borrower’s operations by the Applicable Security Agent plus the Applicable Security Agent’s then customary charge for field examinations and audits and the preparation of reports thereof (such charge is currently $850 per day (or portion thereof) for each Person retained or employed by the Applicable Security Agent with respect to each field examination or audit); and (g) costs and expenses of forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining Payment Accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral. In addition, the US Borrowers agree to pay costs and expenses incurred by the Applicable Security Agent (including Attorneys’ Costs) to the Applicable Security Agent, for its benefit, on demand, and to the other Lenders for their benefit, on demand, and all reasonable fees, expenses and disbursements incurred by such other Lenders for one law firm in each applicable jurisdiction retained by such

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other Lenders, in each case, paid or incurred to obtain payment of the Obligations, enforce the Applicable Security Agents’ Liens, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of the Loan Documents, or to defend any claims made or threatened against any Agent or any Lender arising out of the transactions contemplated hereby (including preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions of the Loan Documents regarding costs and expenses to be paid by the US Borrowers. All of the foregoing costs and expenses shall be charged to the US Borrower’s Loan Account as Revolving Loans as described in Section 3.6.

          13.8 Notices. Except as otherwise provided herein, all notices, demands and requests that any party is required or elects to give to any other shall be in writing, or by a telecommunications device capable of creating a written record, and any such notice shall become effective (a) upon personal delivery thereof, including, but not limited to, delivery by overnight mail and courier service, (b) four (4) days after it shall have been mailed by United States mail or UK post, as applicable, in each case, first class, certified or registered, and with postage prepaid, or (c) in the case of notice by such a telecommunications device, when properly transmitted, in each case addressed to the party to be notified as follows:

If to the Administrative Agent or to the Bank:
	Bank of America, N.A. 55 South Lake Avenue, Suite 900 Pasadena, California 91101 Attention: Business Credit-Account Executive-Mobile Storage Facsimile No.: +1 626 397 1273
	with copies to:
	Bank of America, N.A. 5 Canada Square London El4 5AQ Attention: Business Credit Facsimile No.: +44 (0) 20 7809 5807
	and
	Latham & Watkins LLP 633 West Fifth Street Los Angeles, CA 90071 Attention: Andrew A. Fayé, Esq. Facsimile No.: +1 213 891 8763
If to UK Agent or the UK Security Trustee:

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	Bank of America, N.A. 5 Canada Square London El4 5AQ Attention: Business Credit Facsimile No.: +44 (0) 20 7174 6427
	with copies to:
	Bank of America, N.A. 55 South Lake Avenue, Suite 900 Pasadena, California 91101 Attention: Business Credit-Account Executive-Mobile Storage Facsimile No.: +1 626 397 1273
	and
	Latham & Watkins LLP 633 West Fifth Street Los Angeles, CA 90071 Attention: Andrew A. Fayé, Esq. Facsimile No.: +1 213 891 8763
If to any US Borrower or any other Credit Party:
	Mobile Storage Group, Inc. 7590 North Glenoaks Boulevard Burbank, CA 91504 Attention: Allan Villegas Facsimile No.: (818) 253-3154
	with copies to:
	Christopher A. Wilson, Esq. Mobile Storage Group, Inc. 7590 North Glenoaks Boulevard Burbank, CA 91504 Facsimile No.: (818) 253-3154
	and
	Munger, Tolles and Olson LLP 355 South Grand Avenue, 35th Floor Los Angeles, CA 90071 Facsimile No.: (213) 687-3702 Attention: Judith Kitano, Esq.

or to such other address as each party may designate for itself by like notice. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other

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communication to the persons designated above to receive copies shall not adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration or other communication. Notwithstanding any terms or provisions herein to the contrary, the US Borrowers shall simultaneously deliver to the UK Agent any notice, report, certificate, document or other information delivered to any US Agent pursuant to the terms hereof, and the US Borrowers shall cause the UK Borrowers to simultaneously deliver to the Administrative Agent any notice, report, certificate, document or other information delivered to any UK Agent pursuant to the terms of the UK Credit Agreement.

          13.9 Waiver of Notices. Unless otherwise expressly provided herein, the US Borrowers waive presentment, and notice of demand or dishonor and protest as to any instrument, notice of intent to accelerate the US Obligations and notice of acceleration of the US Obligations, as well as any and all other notices to which it might otherwise be entitled. No notice to or demand on the US Borrowers which any US Agent or any US Lender may elect to give shall entitle the US Borrowers to any or further notice or demand in the same, similar or other circumstances.

          13.10 Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the respective representatives, successors, and assigns of the parties hereto; provided, however, that no interest herein may be assigned by any US Borrower without prior written consent of the Administrative Agent and each Lender. The rights and benefits of each US Agent and the US Lenders hereunder shall, if such Persons so agree, inure to any party acquiring any interest in the US Obligations or any part thereof.

          13.11 Indemnity of the Agents and the Lenders by the Borrowers.

                    (a) The US Borrowers agree, jointly and severally, to defend, indemnify and hold each US Agent, the Agent-Related Persons, and each US Lender and each of its respective officers, directors, employees, counsel, representatives, agents and attorneys-in-fact (each, an “Indemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of any US Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any insolvency proceeding or appellate proceeding) related to or arising out of this Agreement, any other Loan Document, or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, that the US Borrowers shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person as determined in a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section shall survive payment of all other Obligations.

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                    (b) The US Borrowers agree, jointly and severally, to indemnify, defend and hold harmless each US Agent and the US Lenders from any loss or liability directly or indirectly arising out of the use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence of a hazardous substance relating to the operations, business or property of each US Borrower or any of its respective Subsidiaries. This indemnity will apply whether the hazardous substance is on, under or about the property or operations of or property leased to any US Borrower or any of its Subsidiaries. The indemnity includes but is not limited to Attorneys Costs. The indemnity extends to the Agents and the US Lenders, their parents, affiliates, subsidiaries and all of their directors, officers, employees, agents, successors, attorneys and assigns. “Hazardous substances” means any substance, material or waste that is or becomes designated or regulated as “toxic,” “hazardous,” “pollutant,” or “contaminant” or a similar designation or regulation under any federal, state or local law (whether under common law, statute, regulation or otherwise) or judicial or administrative interpretation of such, including petroleum or natural gas. This indemnity will survive repayment of all other Obligations.

                    (c) Notwithstanding any of the other provisions of this Agreement or any other Loan Document, nothing contained herein or in any of the other Loan Documents shall require the US Borrowers or any of their Subsidiaries to take any action which constitutes or will constitute unlawful financial assistance for the purposes of sections 151 to 158 (inclusive) of the Companies Act.

          13.12 Limitation of Liability. NO CLAIM MAY BE MADE BY ANY US BORROWER, ANY US LENDER OR OTHER PERSON AGAINST ANY US AGENT, ANY US LENDER OR THE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, REPRESENTATIVES, AGENTS OR ATTORNEYS-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH US BORROWER AND EACH US LENDER HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

          13.13 Final Agreement. This Agreement and the other Loan Documents, including without limitation the UK Credit Agreement and the UK Loan Documents are intended by the US Borrowers, the US Agents, and the US Lenders to be the final, complete, and exclusive expression of the agreement between them. This Agreement and the other Loan Documents supersede any and all prior oral or written agreements relating to the subject matter hereof between the US Borrowers and the Administrative Agent or any Lender. No modification, rescission, waiver, release, or amendment of any provision of this Agreement or any other Loan Document shall be made, except by a written agreement signed by the US Borrowers and a duly authorized officer of each of the US Agents and the Required Lenders (or where required hereunder, all Lenders).

          13.14 Counterparts. This Agreement may be executed in any number of counterparts, and by the US Agents, each US Lender and each US Borrower in separate counterparts, each of

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which shall be an original, but all of which shall together constitute one and the same agreement; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that ail signature pages are physically attached to the same document.

          13.15 Captions. The captions contained in this Agreement are for convenience of reference only, are without substantive meaning and should not be construed to modify, enlarge, or restrict any provision.

          13.16 Right of Setoff. In addition to any rights and remedies of the US Lenders provided by law, if an Event of Default exists or the Loans have been accelerated, each US Lender is authorized at any time and from time to time, without prior notice to the US Borrowers, any such notice being waived by the US Borrowers to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such US Lender or any Affiliate of such US Lender to or for the credit or the account of either US Borrower against any and all Obligations owing to such US Lender by a US Borrower, now or hereafter existing, irrespective of whether or not the Administrative Agent or such US Lender shall have made demand under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each US Lender agrees promptly to notify the US Borrowers and the Administrative Agent after any such set-off and application made by such US Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. NOTWITHSTANDING THE FOREGOING, NO US LENDER SHALL EXERCISE ANY RIGHT OF SET-OFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY US BORROWER HELD OR MAINTAINED BY SUCH US LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE US LENDERS.

          13.17 Confidentiality.

                    (a) The US Borrowers hereby consent that each US Agent and each US Lender may issue and disseminate to the public general information describing the credit accommodation entered into pursuant to this Agreement, including the name and address of the US Borrowers and a general description of the US Borrowers’ businesses and may use the US Borrowers’ name in advertising and other promotional material.

                    (b) Each US Agent and each US Lender severally agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information identified as “confidential” or “secret” by the US Borrowers and provided to such US Agent or US Lender by or on behalf of the US Borrowers, under this Agreement or any other Loan Document, except to the extent that such information (i) was or becomes generally available to the public other than as a result of disclosure by such US Agent or US Lender, or (ii) was or becomes available on a nonconfidential basis from a source other than the US Borrowers, provided that such source is not bound by a confidentiality agreement with the US Borrowers known to such US Agent or US Lender; provided, however, that any US Agent and any US Lender may disclose such information (1) at the request or pursuant to any requirement of any Governmental Authority to which such US Agent or US Lender is subject or in connection with an examination of such US Agent or US Lender by any such Governmental Authority; (2)

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pursuant to subpoena or other court process; (3) when required to do so in accordance with the provisions of any applicable Requirement of Law; (4) to the extent reasonably required in connection with any litigation or proceeding (including, but not limited to, any bankruptcy proceeding) to which any US Agent, any US Lender or their respective Affiliates may be party; (5) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document; (6) to such US Agent’s or such US Lender’s independent auditors, accountants, attorneys and other professional advisors; (7) to any prospective Participant or Assignee in connection with the syndication of the Loans and the Aggregate Commitments under any Assignment and Acceptance, actual or potential, provided that such prospective Participant or Assignee agrees to keep such information confidential to the same extent required of any US Agent and the US Lenders hereunder; (8) as expressly permitted under the terms of any other document or agreement regarding confidentiality to which any US Borrower is party with such US Agent or such US Lender, and (9) to its Affiliates, provided that any US Agent or US Lender agrees to cause its Affiliate to keep such information confidential to the same extent required of any US Agent or US Lender hereunder. Notwithstanding anything herein to the contrary, the information subject to this Section 13.17(b) shall not include, and each US Agent and each US Lender may disclose without limitation of any kind, any information with respect to the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such US Agent or such US Lender relating to such tax treatment and tax structure; provided that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transactions as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the Loans, Letters of Credit and transactions contemplated hereby.

          13.18 Conflicts with Other Loan Documents. Unless otherwise expressly provided in this Agreement (or in another Loan Document by specific reference to the applicable provision contained in this Agreement), if any provision contained in this Agreement conflicts with any provision of any other Loan Document, the provision contained in this Agreement shall govern and control.

          13.19 Currency Indemnity. If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any of the other Loan Documents, it becomes necessary to convert into the currency of such jurisdiction (the “Judgment Currency”) any amount due under this Agreement or under any of the other Loan Documents in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at the Spot Rate at which the Administrative Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency prevailing on the Applicable Business Day before the day on which judgment is given. In the event that there is a change in the rate of Exchange Rate prevailing between the Applicable Business Day before the day on which the judgment is given and the date of receipt by the Administrative Agent of the amount due, the US Borrowers will, on the date of receipt by the Administrative Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by the Administrative Agent and the US Lenders on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the Administrative Agent is the amount then due under this Agreement or such other

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of the Loan Documents in the Currency Due. If the amount of the Currency Due which the US Agent is able to purchase is less than the amount of the Currency Due originally due to it, the US Borrowers shall indemnify and save the Administrative Agent and the US Lenders harmless from and against loss or damage arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Administrative Agent from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any of the other Loan Documents or under any judgment or order.

          13.20 Reinstatement. To the maximum extent permitted by law, this US Credit Agreement, and the US Obligations, shall continue to be effective or be reinstated, as the case may be, if at any time any amount received by any Agent or Lender in respect of the US Obligations is rescinded or must otherwise be restored or returned by any such Person upon the insolvency, administration, bankruptcy, dissolution, liquidation or reorganization of US Borrower or any other Person or upon the appointment of any receiver, intervenor, conservator, trustee or similar official for the US Borrower or any other Person or any substantial part of its assets, or otherwise, all as though such payments had not been made.

          13.21 Waiver of Counterclaims. Each Credit Party waives all rights to interpose any claims, deductions, setoffs, or counterclaims of any nature (other than compulsory counterclaims) in any action or proceeding brought by the Administrative Agent or any US Lender, the Obligations, the Collateral or any matter arising therefrom or relating hereto or thereto.

          13.22 USA Patriot Act Notice. The US Lenders hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow the US Lenders to identify the Borrowers in accordance with the Patriot Act.

[Signature pages follow]

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          IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above written.

“US BORROWER”
MOBILE STORAGE GROUP, INC.
By:
	Name:	Allan A. Villegas
	Title:	Chief Financial Officer
“PARENT GUARANTOR”
MOBILE SERVICES GROUP INC.
By:
	Name:	Allan A. Villegas
	Title	Chief Financial Officer

Signature page to Amended and Restated Credit Agreement

“ADMINISTRATIVE AGENT”
BANK OF AMERICA, N.A., as the Administrative Agent
By:
	Name:	Kevin R. Kelly
	Title:	Senior Vice President

Signature page to Amended and Restated Credit Agreement

“LENDERS”
BANK OF AMERICA, N.A., as a Lender
By:
	Name:	Kevin R. Kelly
	Title:	Senior Vice President

Signature page to Amended and Restated Credit Agreement

EX-10.2

Exhibit 10.2

EXECUTION COPY

ANNEX TO AMENDMENT AND RESTATEMENT AGREEMENT

AMENDED AND RESTATED UK CREDIT AGREEMENT

Dated as of 30 December, 2005

Among

THE FINANCIAL INSTITUTIONS NAMED HEREIN

as the UK Lenders

and

BANK OF AMERICA, N.A.
as the Administrative Agent

and

BANK OF AMERICA, N.A.
as the UK Fronting Lender, the UK Agent and the UK Security Trustee

and

MOBILE STORAGE GROUP, INC.

as the US Borrower

and

MOBILE SERVICES GROUP, INC.
as the Parent Guarantor

and

RAVENSTOCK MSG LIMITED
as the UK Borrower

and

BANC OF AMERICA SECURITIES LLC
as Sole Arranger and Book Runner

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TABLE OF CONTENTS

Section			Page
ARTICLE 1 LOANS AND LETTERS OF CREDIT			3
	1.1	Total UK Facility	3
	1.2	UK Revolving Loans	3
	1.3	[Intentionally deleted]	8
	1.4	Letters of Credit	8
	1.5	UK Bank Products	12
	1.6	Joint And Several Obligations; Cross-Guaranty	12
	1.7	UK Fronting Lender’s Put Rights	17
	1.8	[Intentionally deleted]	18
ARTICLE 2 INTEREST AND FEES			18
	2.1	Interest	18
	2.2	Continuation and Conversion Elections	19
	2.3	Maximum Interest Rate	20
	2.4	UK Agent Fees	21
	2.5	Unused Line Fee	21
	2.6	Letter of Credit Fee	21
	2.7	Distribution of Fees to UK Revolver Participants	21
ARTICLE 3 PAYMENTS AND PREPAYMENTS			22
	3.1	Revolving Loans	22
	3.2	Termination of Facility	22
	3.3	[Intentionally deleted]	22
	3.4	UK LIBOR Revolving Loan Prepayments	22
	3.5	Payments by the UK Borrowers	22
	3.6	Payments as UK Revolving Loans	23
	3.7	Apportionment, Application and Reversal of Payments	23
	3.8	Indemnity for Returned Payments	24
	3.9	UK Agent’s and UK Lenders’ Books and Records; Monthly Statements	24
	3.10	[Intentionally deleted]	25
ARTICLE 4 TAXES, YIELD PROTECTION AND ILLEGALITY			25
	4.1	Taxes	25
	4.2	Illegality	26
	4.3	Increased Costs and Reduction of Return	27
	4.4	Funding Losses	28
	4.5	Inability to Determine Rates	28
	4.6	Certificates of Lenders	29
	4.7	Survival	30
ARTICLE 5 BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES			30

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	5.1	Books and Records	30
	5.2	Financial Information	30
	5.3	Notices to the Lenders	34
ARTICLE 6 GENERAL WARRANTIES AND REPRESENTATIONS			36
	6.1	Authorization, Validity, and Enforceability of this Agreement and the Loan Documents	36
	6.2	Validity and Priority of Security Interest	37
	6.3	Organization and Qualification	37
	6.4	Corporate Name; Prior Transactions	37
	6.5	Subsidiaries and Affiliates	37
	6.6	Financial Statements and Projections	38
	6.7	Capitalization	38
	6.8	Solvency	38
	6.9	Debt	38
	6.10	Distributions	39
	6.11	Personal Property; Real Estate; Leases	39
	6.12	Proprietary Rights	.40
	6.13	Trade Names	41
	6.14	Litigation	41
	6.15	Labor Disputes	41
	6.16	Environmental Laws	41
	6.17	No Violation of Law	42
	6.18	No Default	42
	6.19	ERISA Compliance	42
	6.20	Taxes	44
	6.21	Regulated Entities	44
	6.22	Use of Proceeds; Margin Regulations	44
	6.23	Copyrights, Patents, Trademarks and Licenses, etc	44
	6.24	No Material Adverse Change	44
	6.25	Full Disclosure	44
	6.26	Material Agreements	45
	6.27	Bank Accounts	45
	6.28	Governmental Authorization	45
	6.29	Tax Shelter Regulations	45
	6.30	Non-Guarantor Subsidiaries	45
	6.31	Luxembourg Subsidiaries	45
	6.32	UK Financial Assistance	45
	6.33	Subordinated Debt	46
	6.34	Sales of Vehicles	46
	6.35	Anti-Terrorism Laws	46
ARTICLE 7 AFFIRMATIVE AND NEGATIVE COVENANTS			46
	7.1	Taxes and Other Obligations	46
	7.2	Legal Existence and Good Standing	47

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	7.3	Compliance with Law and Agreements; Maintenance of Licenses	47
	7.4	Maintenance of Property; Inspection of Property	47
	7.5	Insurance	48
	7.6	Insurance and Condemnation Proceeds	49
	7.7	Environmental Laws	50
	7.8	Compliance with ERISA and other laws	52
	7.9	Mergers, Amalgamations, Consolidations or Sales	53
	7.10	Distributions; Capital Change; Restricted Investments	54
	7.11	Transactions Affecting Collateral or Obligations	55
	7.12	Guaranties	56
	7.13	Debt	56
	7.14	Prepayments; Payments on Subordinated Note Debt; Payments on Intercompany Debt	59
	7.15	Transactions with Affiliates	60
	7.16	Investment Banking and Finder’s Fees	61
	7.17	Business Conducted	62
	7.18	Liens	62
	7.19	Sale and Leaseback Transactions	62
	7.20	New Subsidiaries	62
	7.21	Fiscal Year	62
	7.22	Depreciation Method	62
	7.23	Cash Interest Coverage Ratio	63
	7.24	Maximum Consolidated Total Debt to Pro Forma EBITDA Ratio	63
	7.25	Minimum Fleet Utilization Rate	63
	7.26	Capital Expenditures	64
	7.27	Use of Proceeds	64
	7.28	Further Assurances	64
	7.29	Bank Accounts	65
	7.30	Changes Relating to Permitted Subordinated Debt	65
	7.31	Access Agreements	65
	7.32	Additional Credit Parties	66
	7.33	Mortgages	67
	7.34	Preferred Stock	67
	7.35	[Intentionally deleted]	68
	7.36	Center of Main Interest	68
	7.37	[Intentionally deleted]	68
	7.38	Anti-Terrorism Laws	68
ARTICLE 8 CONDITIONS OF LENDING			68
	8.1	Conditions Precedent to the Effectiveness of this Agreement and the Making of Loans on the Closing Date	68
	8.2	Conditions Precedent to Each Loan	72
ARTICLE 9 DEFAULT; REMEDIES			72
	9.1	Events of Default	72

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	9.2	Remedies	76
ARTICLE 10 TERM AND TERMINATION			78
	10.1	Term and Termination	78
ARTICLE 11 AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS			79
	11.1	Amendments and Waivers	79
	11.2	Transfers; Participations	81
ARTICLE 12 THE UK AGENT; UK SECURITY TRUSTEE; UK AGENTS; UK FRONTING LENDER			83
	12.1	Appointment and Authorization	83
	12.2	Delegation of Duties	84
	12.3	Liability of Agent	84
	12.4	Reliance by Each Agent	85
	12.5	Notice of Default.	85
	12.6	Credit Decision	85
	12.7	Indemnification	86
	12.8	Agent in Individual Capacity	86
	12.9	Successor Agent	86
	12.10	[Reserved]	87
	12.11	Collateral Matters and Release of Guaranties	87
	12.12	Restrictions on Actions by Lenders; Sharing of Payments	89
	12.13	Agency for Perfection	89
	12.14	Payments by Responsible Agent to Applicable Lenders	89
	12.15	Settlement	90
	12.16	Letters of Credit; Intra-Lender Issues	94
	12.17	Concerning the Collateral and the Related Loan Documents	96
	12.18	Field Audit and Examination Reports; Disclaimer by Lenders	96
	12.19	Relation Among Lenders	97
	12.20	Bank as UK Security Trustee	97
	12.21	Protection of UK Security Trustee	97
	12.22	Co-Agents	97
	12.23	[Intentionally deleted]	98
	12.24	Withholding Tax	98
ARTICLE 13 MISCELLANEOUS			98
	13.1	No Waivers; Cumulative Remedies	98
	13.2	Severability	99
	13.3	Notices (a)	99
	13.4	Survival of Representations and Warranties	100
	13.5	Other Security and Guaranties	100
	13.6	Fees and Expenses	100

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13.7	Notices	101
13.8	Waiver of Notices	103
13.9	Waiver of Counterclaims	103
13.10	Binding Effect	104
13.11	Indemnity of the Agents and the Lenders by the Borrowers	104
13.12	Rights of Third Parties	105
13.13	Law and Jurisdiction	105
13.14	Limitation of Liability	106
13.15	Final Agreement	106
13.16	Counterparts	106
13.17	Captions	106
13.18	Right of Setoff	106
13.19	Confidentiality	107
13.20	Conflicts with Other Loan Documents	108
13.21	Currency Indemnity	108
13.22	Reinstatement	108

ANNEXES, EXHIBITS AND SCHEDULES

ANNEX A	-	DEFINED TERMS
ANNEX B	-	MANDATORY COSTS FORMULAE
EXHIBIT A	-	[INTENTIONALLY DELETED]
EXHIBIT B	-	FORM OF BORROWING BASE CERTIFICATE
EXHIBIT C	-	FINANCIAL STATEMENTS
EXHIBIT D	-	FORM OF NOTICE OF BORROWING
EXHIBIT E	-	FORM OF NOTICE OF CONTINUATION/CONVERSION
EXHIBIT F	-	FORM OF UK TRANSFER AGREEMENT
EXHIBIT G	-	FORM OF INSTRUMENT OF JOINDER
EXHIBIT H	-	FORM OF OFFICER’S CERTIFICATE OF UK BORROWER
EXHIBIT I	-	FORM OF UK INTERCREDITOR DEED
EXHIBIT J	-	[INTENTIONALLY DELETED]
SCHEDULE 1	-	LENDERS’ COMMITMENTS (ANNEX A - DEFINED TERMS)
SCHEDULE 6.2	-	PRIORITY

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SCHEDULE 6.4	-	CORPORATE NAME; PRIOR TRANSACTIONS
SCHEDULE 6.5	-	SUBSIDIARIES AND AFFILIATES
SCHEDULE 6.7	-	CAPITALIZATION
SCHEDULE 6.9	-	DEBT
SCHEDULE 6.10	-	DISTRIBUTIONS
SCHEDULE 6.11	-	REAL ESTATE; LEASES; ORAL LEASES
SCHEDULE 6.12	-	PROPRIETARY RIGHTS
SCHEDULE 6.13	-	TRADE NAMES
SCHEDULE 6.14	-	LITIGATION
SCHEDULE 6.15	-	LABOR DISPUTES
SCHEDULE 6.16	-	ENVIRONMENTAL LAW
SCHEDULE 6.19	-	ERISA COMPLIANCE
SCHEDULE 6.26	-	MATERIAL AGREEMENTS
SCHEDULE 6.27	-	BANK ACCOUNTS
SCHEDULE 7.4	-	PROPERTY
SCHEDULE 7.15	-	TRANSACTIONS WITH AFFILIATES

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AMENDED AND RESTATED CREDIT AGREEMENT

                    This AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT, dated as of 30 December, 2005, (this “Agreement” or the “UK Credit Agreement”) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “UK Lender” and collectively as the “UK Lenders”), BANK OF AMERICA, N.A. with an office at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, as administrative agent for the UK Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A., with an office at 5 Canada Square, London El4 5AQ, as fronting lender for the UK Revolver Participants (as defined below) (in such capacity, together with its permitted successors and assigns in such capacity, the “UK Fronting Lender”), as agent for the UK Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “UK Agent”) and as security trustee (in such capacity, together with its permitted successors and assigns in such capacity, the “UK Security Trustee”) (the Administrative Agent, the UK Agent and the UK Security Trustee are sometimes collectively referred to herein as the “UK. Agents”), MOBILE STORAGE GROUP, INC., a Delaware corporation, with offices at 7590 North Glenoaks Blvd., Burbank, California 91504 (“MSG”), RAVENSTOCK MSG LIMITED, a company incorporated under the laws of England and Wales with company number 4283040 and whose registered office is at 32-38 Station Road, Gerrards Cross, SL9 8EL (“Ravenstock”) (Ravenstock and each Subsidiary of Ravenstock which becomes a Borrower in accordance with this Agreement is sometimes referred to in this Agreement as a “UK Borrower” and collectively the “UK Borrowers”) and MOBILE SERVICES GROUP, INC., a Delaware corporation (the “Parent Guarantor”).

W I T N E S S E T H:

                    WHEREAS, pursuant to the Existing US Credit Agreement the Existing US Lenders have extended credit in the form of, among other things, Existing US Revolving Loans;

                    WHEREAS, MSG has requested that the US Lenders continue to make available to MSG and each of the US Borrowers a revolving line of credit for revolving loans and letters of credit in an amount not to exceed $260,000,000 less the Dollar Equivalent of the UK Aggregate Outstandings (as defined below), and which extensions of credit the US Borrowers will use for the purposes permitted hereunder;

                    WHEREAS, pursuant to the Existing UK Credit Agreement the Existing UK Lenders have extended credit in the form of, among other things, Existing UK Revolving Loans;

                    WHEREAS, Ravenstock has requested that the UK Lender’s continue to make available to the UK Borrowers a line of credit for revolving loans and letters of credit in an aggregate amount not to exceed £75,000,000, which extensions of credit the UK Borrowers will use for the purposes permitted hereunder;

                    WHEREAS, each of the Borrowers and the Guarantors are engaged in an inter­related business enterprise with an identity of interests, and accordingly the financing provided

EXECUTION COPY

Under this Agreement and the US Credit Agreement will directly and indirectly benefit each of the Borrowers and the Guarantors;

                    WHEREAS, the Borrowers would not be able to obtain financing for their businesses and the businesses of their Subsidiaries on terms and conditions as favorable as those set forth in this Agreement and the US Credit Agreement unless the US Obligors and UK Obligors guarantee the UK Obligations of the UK Borrowers under this Agreement and the US Obligors guarantee the US Obligations of the US Borrowers under the US Credit Agreement, in each case as provided in the Loan Documents;

                    WHEREAS, each UK Credit Party desires that (a) the UK Lenders continue the Existing UK Letters of Credit as UK Letters of Credit, continue the Existing UK Revolving Loans and Existing UK Commitments as UK Revolving Loans and UK Commitments hereunder and agree to increase the Commitments and extend the credit facilities and (b) the UK Lenders agree to amend and restate the Existing UK Credit Agreement in its entirety for the purpose of making the amendments reflected herein;

                    WHEREAS, the UK Lenders have agreed to amend and restate the Existing UK Credit Agreement in its entirety for the purpose of making the amendments reflected herein, which amendment and restatement shall become effective on and from the Closing Date upon the satisfaction of the conditions precedent set forth in the UK Amendment and Restatement Agreement;

                    WHEREAS, each US Credit Party desires that (a) the US Lenders continue the Existing US Letters of Credit as US Letters of Credit, continue the Existing US Revolving Loans and Existing US Commitments as US Revolving Loans and US Commitments under the US Credit Agreement and agree to increase the Commitments and extend the credit facilities and (b) the US Lenders agree to amend and restate the Existing US Credit Agreement in its entirety for the purpose of making the amendments reflected in the US Credit Agreement (such amended and restated credit agreement, the “US Credit Agreement”);

                    WHEREAS, the US Lenders have agreed to amend and restate the Existing US Credit Agreement for the purpose of making the amendments reflected therein, which amendment and restatement shall become effective on the Closing Date upon the satisfaction of the conditions precedent set forth, therein;

                    WHEREAS, each UK Borrower desires to continue to guarantee and secure all of the UK Obligations hereunder and under the other UK Loan Documents to the extent so guaranteed and secured under the Existing UK Credit Agreement and the UK Loan Documents, as in effect prior to the date hereof, and as further provided herein;

                    WHEREAS, the UK Guarantors have agreed to continue to guarantee and secure all of the UK Obligations hereunder and under the other UK Loan Documents to the extent so guaranteed and secured under the Existing UK Credit Agreement and the UK Loan Documents, as in effect prior to the date hereof, and as further provided herein; and

                    WHEREAS, capitalised terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed thereto in Annex A which is attached hereto and

2

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incorporated herein; the rules of construction contained therein shall govern the interpretation of this Agreement, and all annexes, exhibits and schedules attached hereto are incorporated herein by reference.

                    NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, the UK Lenders, the Administrative Agent, the UK Agent, the UK Security Trustee, the Documentation Agent, if any, and the UK Borrowers hereby agree as follows.

ARTICLE 1
LOANS AND LETTERS OF CREDIT

                    1.1 Total UK Facility. Subject to all of the terms and conditions of this Agreement, the UK Lenders agree to continue the Existing Revolving Loans and Existing Letters of Credit as UK Revolving Loans and Letters of Credit hereunder and to make available a total credit facility of up to £75,000,000 (the “Total UK Facility”) to the UK Borrowers from time to time during the term of this Agreement. The Total UK Facility shall be composed of a revolving line of credit consisting of UK Revolving Loans and Letters of Credit. On the Closing Date, the Borrowers (directly or through funding of a Revolving Loan) shall pay in full the Existing Term Loans and the Existing UK Credit Agreement and the Existing US Credit Agreement shall be amended and restated in their entirety as more particularly described herein and therein and neither the Credit Parties nor the Lenders shall be subject to or bound by any of the terms or provisions of the Existing US Credit Agreement or the Existing UK Credit Agreement and shall only be subject to or bound by the terms and provisions of this Agreement and the US Credit Agreement in respect of the US Commitments, the UK Commitments, the Loans and other Obligations and the transactions contemplated hereby and thereby, as set forth herein and therein. The parties to this Agreement acknowledge and agree that this Agreement, the US Credit Agreement and the other Loan Documents do not constitute a novation, payment and reborrowing or termination of the Existing Revolving Loans and other obligations under the Existing US Credit Agreement and the Existing UK Credit Agreement (other than the prepayment of the Existing Term Loans made concurrently with the effectiveness of the UK Credit Agreement or the US Credit Agreement) and that all such obligations (other than the Existing Term Loans so prepaid) are in all respects continued and outstanding as obligations under this Agreement and the US Credit Agreement with only the terms being modified from and after the Closing Date as provided in this Agreement, the US Credit Agreement and the other Loan Documents. By its execution hereof, each UK Lender consents to the amendment, amendment and restatement, replacement or other modification to any other Loan Document being so amended, amended and restated, replaced or otherwise modified on the Closing Date in the form approved by the UK Agent.

                    1.2 UK Revolving Loans.

               (a) (i) Amounts. Subject to the satisfaction of the conditions precedent set forth in Article 8, each Funding UK Lender and the UK Fronting Lender (as fronting lender for each of the UK Revolver Participants) severally, but not jointly, agrees, upon the UK Borrower Representative’s request from time to time on any UK

3

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Business Day during the period from the Closing Date to the Termination Date, to make revolving loans in Pounds Sterling (the “UK Revolving Loans”) to the UK Borrowers (or to continue Existing Revolving Loans under the UK Credit Agreement) in amounts not to exceed such Funding UK Lender’s (or in the case of the UK Fronting Lender, the total aggregate amount of the UK Revolver Participants’) Pro Rata Share of UK Availability, except for Non-Ratable Loans and Agent Advances (together with the agreement set forth in Section 1.4 to issue Letters of Credit or provide Credit Support for the account of the UK Borrowers, the “UK Revolving Facility”). The UK Lenders, however, in their unanimous discretion, may elect to make (or, in the case of the UK Revolver Participants direct the UK Fronting Lender to make) UK Revolving Loans or issue or arrange to have issued Letters of Credit for the account of the UK Borrowers in excess of the UK Borrowing Base on one or more occasions, but if they do so, neither the UK Agent nor the UK Lenders shall be deemed thereby to have changed the limits of the UK Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Aggregate Outstandings would exceed Total Excess Availability (with Total Excess Availability for this purpose only calculated as if Aggregate Outstandings, US Aggregate Outstandings and UK Aggregate Outstandings were equal to zero) after giving effect to any UK Borrowing or if UK Aggregate Outstandings would exceed UK Availability (with UK Availability for this purpose only calculated as if US Aggregate Outstandings and UK Aggregate Outstandings were equal to zero) after giving effect to any UK Borrowing, the UK Lenders may refuse to make (or, in the case of the UK Revolver Participants refuse to direct the UK Fronting Lender to make) or may otherwise restrict the making of UK Revolving Loans as the UK Lenders determine until such excess has been eliminated, subject to the UK Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 1.2(i).

                    (ii) Participations. Each of the UK Revolver Participants agrees to enter into and assume a risk participation with and from the UK Fronting Lender (and the UK Fronting Lender hereby agrees to such risk participation) in the amount of its UK Revolver Participant Commitment on the terms and conditions set out in this Agreement.

               (b) Procedure for Borrowing.

                              (1) Each UK Borrowing of UK Revolving Loans shall be made upon the UK Borrower Representative’s irrevocable written notice delivered to the UK Agent, with a copy to the Administrative Agent in the form of a notice of borrowing in the form attached hereto as Exhibit D (“Notice of Borrowing”), which must be received by the UK Agent prior to (i) 11:00 a.m. (London time) three UK Business Days prior to the requested Funding Date, in the case of UK LIBOR Revolving Loans and (ii) 11:00 a.m. (London time) one UK Business Day prior to the requested Funding Date, in the case of UK Base Rate Revolving Loans, specifying:

                              (A) the amount of UK Borrowing, which in the case of a UK LIBOR Revolving Loan must equal to or exceed £500,000 (and increments of £250,000 in excess of such amount);

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                              (B) the requested Funding Date, which must be a UK Business Day;

                              (C) whether the UK Revolving Loans requested are to be UK Base Rate Revolving Loans or UK LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a UK Base Rate Revolving Loan); and

                              (D) the duration of the Interest Period for any requested UK LIBOR Revolving Loans (and if not specified, it shall be deemed a request for an Interest Period of one month);

provided, however, that with respect to the UK Borrowing to be made on the Closing Date, such UK Borrowings will consist of UK Base Rate Revolving Loans only.

                              (2) The UK Borrowers shall have no right to request a UK LIBOR Revolving Loan while a Default or Event of Default has occurred and is continuing.

                         (c) Reliance upon Authority; Appointment of UK Borrower Representatives.

                              (1) Each UK Borrower hereby designates Ravenstock as its representative and agent on its behalf for the purposes of issuing Notices of Borrowing and Notices of Conversion/Continuation, in each case in respect of UK Revolving Loans, giving instructions with respect to the disbursement of the proceeds of the UK Revolving Loans, selecting interest rate options, requesting Letters of Credit for the account of any UK Borrower, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any UK Borrower or UK Borrowers under the Loan Documents (in such capacity, the “UK Borrower Representatives”). The UK Borrower Representative hereby accepts such appointment. Each UK Agent, the Letter of Credit Issuer and each UK Lender may regard any notice or other communication pursuant to any Loan Document from the UK Borrower Representative as a notice or communication from all UK Borrowers, and may give any notice or communication required or permitted to be given to the UK Borrower or Borrowers hereunder to the UK Borrower Representative on behalf of the UK Borrower or Borrowers. Each UK Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the UK Borrower Representative shall be deemed for all purposes to have been made by such UK Borrower and shall be binding upon and enforceable against such UK Borrower to the same extent as if the same had been made directly by such UK Borrower.

                              (2) All UK Borrowers acknowledge and agree that the UK Borrowers are engaged in an integrated operation that requires financing on the basis of credit availability to each UK Borrower, that the co-borrowing and participation arrangement has been established at the request of the UK Borrowers, and that each UK Borrower expects to derive, directly or indirectly, benefit from such credit availability to the other UK Borrowers. Neither any UK Agent nor the Letter of Credit Issuer nor any UK Lender shall incur any liability to UK Borrowers or any other Credit Party as a result of the co-borrowing and participation

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arrangement for the UK Borrowers established by this Agreement and shall not have any liability or responsibility to the UK Borrowers to inquire into the allocation, apportionment or use of the proceeds of any UK Revolving Loans or extensions of credit hereunder. To induce the UK Agents, the Letter of Credit Issuer and the UK Lenders to establish this co-borrowing and participation arrangement for the UK Borrowers and in consideration thereof, each UK Borrower hereby indemnifies the UK Agents, the Letter of Credit Issuer and the UK Lenders (including for the avoidance of doubt the UK Fronting Lender and the UK Revolver Participants), and their respective successors and assigns, and agrees to hold each of them harmless from any and all liabilities, expenses, losses, damages and claims asserted against them by any Person arising from or incurred by reason of the designation of the UK Borrower Representative as such and the co-borrowing and participation arrangements of the UK Borrowers as provided in this Agreement, any reliance by any UK Agent, the Letter of Credit Issuer or any UK Lender on any document, request or instruction given by the UK Borrower Representative designated by the UK Borrowers herein to act on their behalf or any other action taken by any UK Agent, the Letter of Credit Issuer or the UK Lenders with respect to the co-borrowing and participation arrangement; provided, however, that no UK Borrower shall have an obligation to indemnify any UK Agent, the Letter of Credit Issuer or any UK Lender under this Section 1.2(c)(2) with respect to any liabilities resulting solely from the gross negligence or willful misconduct of such indemnified party as determined in a final non-appealable judgment of a court of competent jurisdiction. The agreements of the UK Borrowers contained in this Section l.2(c)(2) shall survive payment of all other Obligations.

                              (3) Prior to the Closing Date, the UK Borrower Representative shall deliver to the UK Agent, a notice setting forth the account of each UK Borrower (each, a “Designated Account”) to which the Applicable Agent is authorized to transfer the proceeds of the UK Revolving Loans requested hereunder. Each UK Borrower may designate a replacement account from time to time by written notice. All such Designated Accounts must be reasonably satisfactory to the UK Agent. The UK Agent is entitled to rely conclusively on any person’s request for UK Revolving Loans on behalf of each UK Borrower, so long as the proceeds thereof are to be transferred to such UK Borrower’s Designated Account. The UK Agent has no duty to verify the identity of any individual representing himself or herself as a person authorized by the UK Borrower to make such requests on its behalf.

               (d) No Liability. No UK Agent shall incur any liability to any UK Borrower as a result of acting upon any notice referred to in Section 1.2(b) which the UK Agent believes in good faith to have been given by an officer or other person duly authorized by the UK Borrower Representative to request UK Revolving Loans on behalf of the UK Borrowers. The crediting of UK Revolving Loans to a UK Borrower’s Designated Account conclusively establishes the obligation of such UK Borrower to repay such UK Revolving Loans as provided herein.

               (e) Notice Irrevocable. Any Notice of Borrowing made pursuant to Section 1.2(b) shall be irrevocable. The UK Borrowers shall be bound to borrow the funds requested therein in accordance therewith.

               (f) UK Agent’s Election. Promptly after receipt of a Notice of Borrowing, the UK Agent shall elect to have the terms of Section 1.2(g) or the terms of

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Section 1.2(h) apply to such requested UK Borrowing. If the Administrative Agent declines in its sole discretion to have the Bank make a Non-Ratable Loan pursuant to Section 1.2(h), the terms of Section 1.2(g) shall apply to the requested UK Borrowing.

               (g) Making of UK Revolving Loans. If the UK Agent elects to have the terms of this Section 1.2(g) apply to a requested UK Borrowing, then promptly after receipt of a Notice of Borrowing, the UK Agent shall notify the UK Lenders in writing by telecopy or e-mail of the requested UK Borrowing. Each Funding UK Lender shall transfer its Pro Rata Share and the UK Fronting Lender (as fronting lender for the UK Revolver Participants) shall transfer the UK Revolver Participants’ Pro Rata Share of the requested UK Borrowing to the UK Agent in immediately available funds, to the account from time to time designated by the UK Agent, not later than 11:00 a.m. (London time) on the applicable Funding Date. After the UK Agent’s receipt of all proceeds of such UK Revolving Loans, the UK Agent shall make the proceeds of such UK Revolving Loans available to the UK Borrowers on the applicable Funding Date by transferring same day funds to the UK Borrower’s Designated Account; provided, however, that the amount of UK Revolving Loans so made on any date shall not exceed either UK Availability or Total Excess Availability on such date.

               (h) Making of Non-Ratable Loans.

                         (1) If the UK Agent elects, with the consent of the Bank, to have the terms of this Section 1.2(h) apply to a requested UK Borrowing, the Bank shall make a UK Revolving Loan in the amount of that UK Borrowing available to the UK Borrower on the applicable Funding Date by transferring same day funds to UK Borrower’s Designated Account or, in the case of UK Revolving Loans made on the Closing Date, to such accounts as designated by the UK Borrower Representative in writing. Each UK Revolving Loan made solely by the Bank pursuant to this Section is herein referred to as a “Non-Ratable Loan”, and such UK Revolving Loans are collectively referred to as the “Non-Ratable Loans.” Each Non-Ratable Loan shall be subject to all the terms and conditions applicable to other UK Revolving Loans except that all payments thereon shall be payable to the Bank solely for its own account. The aggregate amount of Non-Ratable Loans outstanding at any time to all UK Borrowers shall not exceed £10,000,000. The UK Agent shall not request the Bank to make any Non-Ratable Loan if (1) the UK Agent has received written notice from any UK Lender that one or more of the applicable conditions precedent set forth in Article 8 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (2) the requested UK Borrowing would exceed UK Availability or Total Excess Availability on that Funding Date.

                         (2) The Non-Ratable Loans to the UK Borrower shall be secured by the UK Agents’ Liens in and to the UK Collateral and shall constitute UK Base Rate Revolving Loans and UK Obligations of the UK Borrowers hereunder.

                         (i) Agent Advances.

                         (1) Subject to the limitations set forth below, the UK Agent is authorized by each UK Obligor and each UK Lender, from time to time in the UK Agent’s sole discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that

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any of the other conditions precedent set forth in Article 8 have not been satisfied, to make UK Base Rate Revolving Loans to the UK Borrowers on behalf of the UK Lenders in an aggregate amount outstanding at any time not to exceed 10% of the UK Borrowing Base but not in excess of the Maximum UK Amount which the UK Agent, in its reasonable business judgment, deems necessary or desirable (1) to preserve or protect the UK Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other UK Obligations, or (3) to pay any other amount chargeable to the UK Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 13.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the UK Required Lenders may at any time revoke the UK Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the UK Agent’s receipt thereof.

                         (2) The Agent Advances made with respect to any UK Borrower shall be secured by the UK Agents’ Liens in and to the UK Collateral and shall constitute UK Base Rate Revolving Loans and UK Obligations of the UK Borrowers hereunder.

                    1.3 [Intentionally deleted].

                    1.4 Letters of Credit.

               (a) Agreement to Issue or Cause To Issue. Subject to the terms and conditions of this Agreement, UK Agent agrees (i) to cause the Letter of Credit Issuer to issue for the account of a UK Borrower one or more standby letters of credit when instructed by the UK Borrower Representative (“Letter of Credit”) and/or (ii) to provide credit support or other enhancement to an issuer of a letter of credit acceptable to UK Agent, which issues a Letter of Credit for the account of any UK Borrower (any such credit support or enhancement being herein referred to as a “Credit Support”) when instructed by such UK Borrower Representative from time to time during the term of this Agreement.

               (b) Amounts; Outside Expiration Date. The UK Agent shall not have any obligation to issue or cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the UK Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the UK Borrowers in connection with the opening thereof would exceed either UK Availability or Total Excess Availability at such time; (iii) such Letter of Credit has an expiration date less than 30 days prior to the Stated Termination Date or more than 12 months from the date of issuance for standby letters of credit; (iv) a Default or Event of Default has occurred and is continuing; or (v) such Letter of Credit for the account of any UK Borrower is denominated in any currency other than Pounds Sterling. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each UK Lender shall be deemed to have consented to any such extension or renewal unless the Required Lenders shall have provided to the UK Agent, written notice that they decline to consent to any such

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extension or renewal at least thirty (30) days prior to the date on which the Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit.

               (c) Other Conditions. In addition to conditions precedent contained in Article 8, the obligation of the Letter of Credit Issuer to issue or the UK Agent to cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit is subject to the following conditions precedent having been satisfied in a manner reasonably satisfactory to the UK Agent:

                              (1) The UK Borrower Representative shall have delivered to the Letter of Credit Issuer, at such times and in such manner as such Letter of Credit Issuer may prescribe, an application in form and substance satisfactory to such Letter of Credit Issuer and reasonably satisfactory to the UK Agent for the issuance of the Letter of Credit and such other documents as may be required pursuant to the terms thereof, and the form, terms and purpose of the proposed Letter of Credit shall be reasonably satisfactory to the UK Agent and the Letter of Credit Issuer; and

                              (2) As of the date of issuance, no order of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed Letter of Credit Issuer refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit.

                         (d) Issuance of Letters of Credit.

                              (1) Request for Issuance. The UK Borrower Representative must notify the UK Agent of a requested Letter of Credit at least three (3) UK Business Days prior to the proposed issuance date (or any lesser period as approved by the UK Agent and the Letter of Credit Issuer). Such notice shall be irrevocable and must specify the original face amount of the Letter of Credit requested, the UK Business Day of issuance of such requested Letter of Credit, whether such Letter of Credit may be drawn in a single or in partial draws, the UK Business Day on which the requested Letter of Credit is to expire, the purpose for which such Letter of Credit is to be issued, and the beneficiary of the requested Letter of Credit. The UK Borrower Representative shall attach to such notice the proposed form of the Letter of Credit.

                              (2) Responsibilities of the UK Agent; Issuance. As of the UK Business Day immediately preceding the requested issuance date of the Letter of Credit, the UK Agent shall determine the amount of the UK Unused Letter of Credit Subfacility and UK Availability or Total Excess Availability. If (i) the face amount of the requested Letter of Credit is less than the UK Unused Letter of Credit Subfacility and (ii) the amount of such requested Letter of Credit and all commissions, fees, and charges due from the UK Borrower in connection with the opening thereof would not exceed UK Availability or Total Excess Availability, the UK

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Agent shall cause the Letter of Credit Issuer to issue the requested Letter of Credit on the requested issuance date so long as the other conditions hereof are met.

                              (3) No Extensions or Amendment. The UK Agent shall not be obligated to cause the Letter of Credit Issuer to extend or amend any Letter of Credit issued pursuant hereto unless the requirements of this Section 1.4 are met as though a new Letter of Credit were being requested and issued.

               (e) Payments Pursuant to Letters of Credit. The UK Borrowers agree, jointly and severally to reimburse immediately when due the Letter of Credit Issuer for any draw under any Letter of Credit and the UK Agent for the account of the Funding UK Lenders and the UK Fronting Lender (as fronting lender for the UK Revolver Participants) upon any payment pursuant to any Credit Support, and to pay the Letter of Credit Issuer the amount of all other charges and fees payable to the Letter of Credit Issuer in connection with any Letter of Credit issued for its account immediately when due, irrespective of any claim, setoff, defense or other right which the UK Borrowers may have at any time against the Letter of Credit Issuer or any other Person. Each drawing under any Letter of Credit shall constitute a request by the UK Borrowers to the UK Agent for a Borrowing of a UK Base Rate Revolving Loan in the amount of such drawing. The Funding Date with respect to such Borrowing shall be the date of such drawing, and the UK Agent is authorized to charge the UK Borrowers’ Loan Account for the amount of such drawing in accordance with Section 3.6.

               (f) Indemnification; Exoneration; Power of Attorney.

                              (1) Indemnification. In addition to amounts payable as elsewhere provided in this Section 1.4, the UK Borrowers agree, jointly and severally, to protect, indemnify, pay and save the UK Lenders (including, for the avoidance of doubt, the UK Fronting Lender and the UK Revolver Participants) and the UK Agent harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) which any UK Lender or the UK Agent (other than a UK Lender in its capacity as Letter of Credit Issuer) may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit or the provision of any Credit Support or enhancement in connection therewith. The UK Borrowers’ obligations under this Section shall survive payment of all other Obligations.

                              (2) Assumption of Risk by the Applicable Borrowers. As among the UK Borrowers, the UK Lenders, and the UK Agents, the UK Borrowers assume all risks of the acts and omissions of, or misuse of any of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the UK Lenders and the UK Agents (in each case, in their capacity as such) shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be

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invalid or ineffective for any reason; (C) the failure of the beneficiary of any Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (D) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (G) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; (H) any consequences arising from causes beyond the control of the UK Lenders or the UK Agents, including any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority or (I) the Letter of Credit Issuer’s honor of a draw for which the draw or any certificate fails to comply in any respect with the terms of the Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any rights or powers of the UK Agents or any UK Lender under this Section 1.4(f).

                              (3) Exoneration. Without limiting the foregoing, no action or omission whatsoever by any UK Agent or any UK Lender (excluding any UK Lender in its capacity as a Letter of Credit Issuer) shall result in any liability of UK Agent or any UK Lender to any UK Borrower, or relieve any UK Borrower of any of its obligations hereunder to any such Person.

                              (4) Rights Against Letter of Credit Issuer. Nothing contained in this Agreement is intended to limit the UK Borrowers’ rights, if any, with respect to the Letter of Credit Issuer which arise as a result of the letter of credit application and related documents executed by and between the UK Borrower (or the UK Borrower Representative on its behalf) and the Letter of Credit Issuer.

                              (5) Account Party. Each UK Borrower hereby authorizes and directs any Letter of Credit Issuer to name the UK Borrower as the “Account Party” therein for any Letter of Credit issued on its behalf and to deliver to the UK Agent all instruments, documents and other writings and property received by the Letter of Credit Issuer pursuant to the Letter of Credit, and to accept and rely upon the UK Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit or the application therefor.

               (g) Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of Section 1.4(b) and Section 10.1, any Letter of Credit or Credit Support is outstanding upon the termination of this Agreement, then upon such termination the UK Borrowers shall deposit with the UK Agent upon the UK Agent’s request in writing, for the ratable benefit of the UK Agents and the applicable UK Lenders, with respect to each Letter of Credit or Credit Support then outstanding, either (X) a standby letter of credit (a “Supporting Letter of Credit”) in form and substance satisfactory to the UK Agent, issued by an issuer satisfactory to the UK Agent in an amount equal to 105% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any fees and expenses associated with such Letter of Credit or such Credit Support or (Y) cash collateral in such amount. The UK Agent shall be entitled to draw on such Supporting Letter of Credit, or withdraw from the cash collateral account, for amounts necessary to reimburse the UK Agent and the applicable UK Lenders for payments to be made by the UK Agent and the Funding UK Lenders (and the UK Fronting Lender as

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fronting lender for the UK Revolver Participants) under such Letter of Credit or Credit Support and any fees and expenses associated with such Letter of Credit or Credit Support. Such Supporting Letter of Credit or cash collateral shall be held by the UK Agent, for the ratable benefit of the UK Agents and the applicable UK Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such Credit Support remaining outstanding. Upon expiration of any such outstanding Letter of Credit, or cancellation and return of such Letter of Credit to the Letter of Credit Issuer, the UK Agent shall return to the UK Borrowers any Supporting Letter of Credit and pay to the UK. Borrowers any cash remaining after payment of all amounts due with respect to such Letter of Credit.

                    1.5 UK Bank Products. Each UK Borrower may request and the UK Agent may, in its sole and absolute discretion, arrange for such UK Borrower to obtain from the Bank or the Bank’s Affiliates’ UK Bank Products, although no UK Borrower is required to do so. If UK Bank Products are provided by an Affiliate of the Bank, the UK Borrowers agree, jointly and severally, to indemnify and hold the UK Agents, the Bank and the UK Lenders harmless from any and all costs and obligations now or hereafter incurred by any UK Agent, the Bank or any of the UK Lenders which arise from any indemnity given by the UK Agent to its Affiliates related to such UK Bank Products; provided, however, nothing contained herein is intended to limit any UK Borrower’s rights with respect to the Bank or its Affiliates, if any, which arise as a result of the execution of documents by and between any UK Borrower and the Bank which relate to UK Bank Products. The agreement contained in this Section shall survive termination of this Agreement. Each UK Borrower acknowledges and agrees that the obtaining of UK Bank Products from the Bank or the Bank’s Affiliates (a) is in the sole and absolute discretion of the Bank or the Bank’s Affiliates, and (b) is subject to all rules and regulations of the Bank or the Bank’s Affiliates.

                    1.6 Joint And Several Obligations; Cross-Guaranty.

               (a) Each UK Borrower hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to the UK Agents and the UK Lenders the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of all UK Obligations owed or hereafter owing to the UK Agent and the UK Lenders by each other UK Borrower, regardless of which UK Borrower actually receives any UK Revolving Loans or other extensions of credit under the UK Loan Documents, the amount received by any UK Borrower or the manner in which any UK Borrower, the UK Agent or any UK Lender accounts for such Loans and other extensions of credit. Each UK Borrower agrees that its joint and several guaranty of the Obligations hereunder are a continuing obligation of payment and performance and not of collection, and that its UK Obligations under this Section 1.6 shall not be discharged until payment and performance in full of all Obligations and termination of all US Commitments and UK Commitments.

               (b) The UK Obligations of the UK Borrowers under this Section 1.6 and the Liens securing such UK Obligations shall not be released or impaired by any action or inaction on the part of any UK Agent or any UK Lender which would otherwise constitute the release of a surety. Without limiting the generality of the foregoing, the

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liability of any UK Borrower hereunder shall not be affected or impaired in any manner by (i) the failure of any Person to become or remain a UK Borrower or guarantor or the failure of any UK Agent or any UK Lender to preserve, protect or enforce any right to require any Person to become or remain a UK Borrower or guarantor, (ii) any taking, failure to take, failure to create, perfect or ensure the priority of, or exchange, release or termination or lapse of any Lien securing any UK Obligations of any other UK Borrower, or any taking, failure to take, release or amendment or waiver of or consent to departure from, any other guaranty of any of the UK Obligations of any other UK Borrower, (iii) any manner or order of sale or other enforcement of any Lien securing any of the UK Obligations or any manner or order of application of the proceeds of any such Lien to the payment of the UK Obligations or any failure to enforce any Lien or to apply any proceeds thereof, (iv) any furnishing, exchange, substitution or release of any collateral securing the UK Obligations, or any failure to perfect any Lien in any of the collateral securing the UK Obligations, or (v) any other circumstance which might otherwise constitute a defense (except the final payment in full) available to, or a discharge of, a surety or guarantor.

               (c) The liability of each UK Borrower under this Agreement for obligations in its capacity as guarantor and in its joint and several liability as a co-UK Borrower for any other UK Borrower’s UK Obligations hereunder shall remain valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than final payment in full of the UK Obligations), including the occurrence of any of the following, whether or not such Borrower shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Loan Documents, at law, in equity or otherwise) with respect to the UK Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the UK Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Default) of this Agreement, any of the other Loan Documents or any agreement or instrument executed pursuant hereto or thereto, or of any other guaranty or security for the UK Obligations, in each case whether or not in accordance with the terms of this Agreement, such Loan Document or any agreement relating to such other guaranty or security; (iii) the UK Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source to the payment of any liability other than the UK Obligations, even though the UK Lenders might have elected to apply such payment to any part or all of the UK Obligations; (v) any consent by any UK Lender or any UK Agent to the change, reorganization or termination of the corporate structure or existence of any other UK Borrower, or any other Person and to any corresponding restructuring of the UK Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the UK Obligations; (vii) any defenses (except the defense of final payment in full), set-offs or counterclaims which any UK Borrower, any guarantor or any other Person may allege or assert against any Agent or any Lender in respect of the UK Obligations, including, for example, failure of

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consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any UK Borrower as an obligor in respect of the UK Obligations.

               (d) To the maximum extent permitted by law, each UK Borrower in its capacity as a guarantor hereunder, hereby waives and agrees not to assert or take advantage of: (i) any defense now existing or hereafter arising based upon any legal disability or other defense of any other UK Borrower or any guarantor or other Person, or by reason of the cessation or limitation of the liability of any other UK Borrower or any guarantor or other Person from any cause other than full payment and performance of all obligations due under this Agreement or any of the other Loan Documents; (ii) any defense based upon any lack of authority of the officers, directors, partners or UK Agents acting or purporting to act on behalf of any other UK Borrower or any guarantor or other Person, or any defect in the formation of any other UK Borrower or any guarantor or other Person; (iii) the unenforceability or invalidity of any security or guaranty or the lack of perfection or continuing perfection, or failure of priority of any security for the UK Obligations; (iv) any and all rights and defenses arising out of an election of remedies by any UK Agent or any UK Lender, even though that election of remedies, such as a non-judicial foreclosure with respect to security for an UK Obligation, has destroyed such UK Borrower’s rights of subrogation or otherwise; (v) any defense based upon any failure to disclose to such UK Borrower any information concerning the financial condition of any other UK Borrower or any guarantor or other Person or any other circumstances bearing on the ability of any other UK Borrower or any guarantor or other Person to pay and perform all obligations due under this Agreement or any of the other Loan Documents; (vi) any failure by any UK Agent or any UK Lender to give notice to such UK Borrower or any guarantor or other Person of the sale or other disposition of security, and any defect in notice given by any UK Agent or any UK Lender in connection with any such sale or disposition of security; (vii) any failure of any UK Agent or any UK Lender to comply with applicable laws in connection with the sale or disposition of security, including, without limitation, any failure by any UK Lender or any UK Agent to conduct a commercially reasonable sale or other disposition of such security; (viii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal, or that reduces a surety’s or guarantor’s obligations in proportion to the principal’s obligation; (ix) any right of subrogation, any right to enforce any remedy which any UK Agent or any UK Lender may have against any other UK Borrower or any guarantor or other Person and any right to participate in, or benefit from, any security now or hereafter held by the UK Agent or any UK Lender for the UK Obligations of the other UK Borrowers, until all UK Obligations have been paid in full and the UK Commitments terminated; (x) presentment, demand, protest and notice of any kind, including notice of acceptance of this Agreement and of the existence, creation or incurring of new or additional UK Obligations; (xi) the benefit of any statute of limitations affecting the liability of any other UK Borrower or any guarantor or other Person, enforcement of this Agreement or any other Loan Documents, the liability of any other UK Borrower hereunder or the enforcement hereof; (xii) all notices of intention to accelerate and/or notice of acceleration of the UK Obligations; (xiii) relief from any

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applicable valuation or appraisement laws; (xiv) any other action by any UK Agent or any UK Lender, whether authorized by this Agreement or otherwise, or any omission by any UK Agent or any UK Lender or other failure of any UK Agent or any UK Lender to pursue, or delay in pursuing, any other remedy in its power; (xv) any and all claims and/or rights of counterclaim, recoupment, setoff or offset; and (xvi) any defense based upon the application of the proceeds of a Loan for purposes other than the purposes represented by the UK Borrowers or intended or understood by any UK Agent or any UK Lender or any UK Borrower. Each UK Borrower agrees that the payment and performance of all UK Obligations or any part thereof or other act which tolls any statute of limitations applicable to this Agreement or the other Loan Documents shall similarly operate to toll the statute of limitations applicable to such UK Borrower’s liability under this Section 1.6. Without limiting the generality of the foregoing or any other provision hereof, each UK Borrower further waives any and all rights and defenses that such UK Borrower may have as a guarantor because the UK Obligations of any of the other UK Borrowers are secured by real property of any of the other UK Borrowers; this means, among other things, that: (l) the UK Lenders may collect from such UK Borrower without first foreclosing on any real or personal property collateral pledged by any other UK Borrower, (2) if any UK Agent or any UK Lender forecloses on any real property collateral pledged by any other UK Borrower, then (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) any UK Agent or any UK Lender may collect from such UK Borrower even if any UK Agent or any UK Lender, by foreclosing on the real property collateral, has destroyed any right such UK Borrower may have to collect from any other UK Borrower. The foregoing sentence is an unconditional and irrevocable waiver of any rights and defenses each UK Borrower may have because the UK Obligations are secured by real property of any other UK Borrower. Based on the preceding sentence and without limiting the generality of the foregoing waivers contained in this subparagraph or any other provision hereof, each UK Borrower expressly waives to the maximum extent permitted by law any and all rights and defenses (except the defense of final payment in full), including without limitation any rights of subrogation, reimbursement, indemnification and contribution (except subrogation or contribution pursuant to this Agreement), which might otherwise be available to such UK Borrower under the laws of any jurisdiction to the extent the same are applicable to this Agreement or the agreements, covenants or obligations of any other UK Borrower hereunder or under any other UK Loan Document.

               (e) Each UK Borrower is fully aware of the financial condition of the other UK Borrowers and is executing and delivering this Agreement based solely upon such UK Borrower’s own independent investigation of all matters pertinent hereto and is not relying in any manner upon any representation or statement by any UK Agent or any UK Lender. Each UK Borrower hereby assumes full responsibility for obtaining any additional information concerning the financial condition of the other UK Borrowers, or any other guarantor or their respective properties, financial condition and prospects and any other matter pertinent hereto as such UK Borrower may desire, and such UK Borrower is not relying upon or expecting any UK Agent or any UK Lender to furnish to such UK Borrower any information now or hereafter in the possession of the UK Agent or any UK Lender concerning the same or any other matter. By executing this

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Agreement, each UK Borrower knowingly accepts the full range of risks encompassed within a contract of this type, which risks such UK Borrower acknowledges. No UK Borrower shall have the right to require any UK Agent or any UK Lender to obtain or disclose any information with respect to the UK Obligations, the financial condition or prospects of any other UK Borrower, the ability of any other UK Borrower to pay or perform its UK Obligations, the existence, perfection, priority or enforceability of any collateral security for any or all of the UK Obligations, the existence or enforceability of any other guaranties of all or any part of the UK Obligations, any action or non-action on the part of any UK Agent or any UK Lender, any other UK Borrower or any other Person, or any other event, occurrence, condition or circumstance whatsoever.

               (f) [Intentionally deleted].

               (g) Each UK Borrower hereby agrees that to the extent that any UK Borrower makes any payment hereunder on behalf of another UK Borrower, the UK Borrower making such payment shall be entitled to seek and receive contribution and indemnification from and to be reimbursed by each other UK Borrower, in an amount equal to a fraction of such payment, the numerator of which is the Maximum Liability of the UK Borrower making the payment and the denominator of which is the Maximum Liability of all UK Borrowers as of the date of determination. Each UK Borrower’s right of contribution shall be subject to the terms and conditions of this Section 1.6(g). The provisions of this Section 1.6(g) shall in no respect limit the direct obligations and liabilities of any UK Borrower to the UK Lenders for any UK Revolving Loans and advances made to it, or any Letter of Credit or Credit Support issued for its benefit and each UK Borrower shall remain liable to the UK Lenders for the full amount of its liabilities under this Agreement.

               (h) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, each UK Borrower in its capacity as a guarantor hereby expressly and irrevocably subordinates to payment of the UK Obligations of the UK Borrowers any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off and any and all defenses available to a surety, guarantor or accommodation co-obligor until the UK Obligations of the UK Borrowers are paid in full in cash and all UK Commitments are terminated. Each UK Borrower in its capacity as a guarantor only acknowledges and agrees that this subordination is intended to benefit the UK Agents and the UK Lenders and shall not limit or otherwise affect such UK Borrower’s primary liability hereunder or the enforceability of this Section 1.6, and that the UK Agents, UK Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 1.6.

               (i) No UK Borrower shall be entitled to be subrogated to any of the rights of any UK Agent or any UK Lender or against any other UK Borrower, or any collateral security or guarantee or right to offset held by any UK Agent or any UK Lender for the payment of the UK Obligations of the UK Borrowers, as the case may be, nor shall any UK Borrower seek or be entitled to seek any contribution or reimbursement from or any other UK Borrower in respect of payments made by such UK Borrower

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hereunder, until all amounts owing to the UK Agents and the UK Lenders on account of the UK Obligations of the UK Borrowers are paid in full, no Letter of Credit shall be outstanding and the UK Commitments are terminated or have expired. If any amount shall be paid to any UK Borrower on account of such subrogation rights at any time not permitted hereunder, such amount shall be held by such UK Borrower in trust for the UK Agent and the UK Lenders, segregated from other funds of such UK Borrower, and shall, forthwith upon receipt, be turned over to the UK Agent in the exact form received (duly endorsed to the UK Agent, if required), to be applied against the UK Obligations, whether matured or unmatured, in such order as the UK Agent may determine.

               (j) This Section 1.6 is intended only to define the relative rights of the UK Borrowers, the UK Agents and the UK Lenders and nothing set forth in this Section 1.6 is intended to or shall impair the obligations of the UK Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement. Nothing contained in this Section 1.6 shall limit the liability of any UK Borrower to pay the Loans or Advances made directly or indirectly to that UK Borrower and accrued interest, Fees and expenses with respect thereto, for which such UK Borrower shall be primarily liable.

               (k) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of each UK Borrower to which such contribution and indemnification is owing.

                    1.7 UK Fronting Lender’s Put Rights. So long as any Event of Default shall have occurred and be continuing, the UK Fronting Lender shall have the right, upon written notice (a “Put Notice”), to each UK Revolver Participant to require such UK Revolver Participants, within three (3) UK Business Days following receipt of a Put Notice, to purchase and assume the aggregate outstanding amount of its UK Revolver Participant Commitment from the UK Fronting Lender by payment of such amount in immediately available funds in Pounds Sterling. Each UK Revolver Participant’s duty and obligation to purchase the aggregate outstanding amount of such UK Revolver Participant Commitment shall be absolute and unconditional and shall not be affected by any circumstance, including: (a) any setoff, counterclaim, recoupment, defense or other right that such UK Revolver Participant may have against the UK Fronting Lender, any UK Borrower or any other Person for any reason whatsoever; (b) the occurrence of any Default or Event of Default; (c) any inability of any UK Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time; or (d) any other circumstance, happening or event whatsoever, whether or not similar to the foregoing. If any UK Revolver Participant does not pay to the UK Fronting Lender the amount of the aggregate outstanding amount of its UK Revolver Participant Commitment within the later of three (3) UK Business Days or three (3) US Business Days after receipt of the Put Notice (the “Put Date”), (i) such amount shall be due and payable on demand and shall bear interest at the higher of (x) the UK Base Rate plus the Applicable Margin specified for UK Base Rate Revolving Loans plus Mandatory Costs and (y) the UK LIBOR Rate plus the Applicable Margin for UK LIBOR Revolving Loans plus the Mandatory Cost per annum until paid and (ii) such UK Revolver Participant shall be required to pay an administration and risk management charge to the UK Fronting Lender in the amount of £50,000, unless such non-payment is due solely to

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administrative or technical delays in the transmission of funds and payment is made within the later of two (2) UK Business Days and two (2) US Business Days of the Put Date.

                    1.8 [Intentionally deleted].

ARTICLE 2
INTEREST AND FEES

                    2.1 Interest.

                         (a) Interest Rates. All outstanding UK Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the UK Base Rate or the UK LIBOR Rate, as applicable, plus the Applicable Margin plus the Mandatory Cost, but not to exceed the Maximum Rate. If at any time UK Revolving Loans are outstanding with respect to which the UK Borrower Representative has not delivered to the UK Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those UK Revolving Loans shall bear interest at a rate determined by reference to the UK Base Rate, as applicable, until notice to the contrary has been given to the UK Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the outstanding UK Obligations shall bear interest as follows:

          For all UK Revolving Loans:

                              (A) for all UK Base Rate Revolving Loans and other UK Obligations of the UK Obligors (other than UK LIBOR Revolving Loans) at a fluctuating per annum rate equal to the UK Base Rate plus the Applicable Margin specified for UK Base Rate Revolving Loans plus the Mandatory Cost; and

                              (B) For all UK LIBOR Revolving Loans at a per annum rate equal to the sum of the UK LIBOR Rate plus the Applicable Margin specified for UK LIBOR Revolving Loans plus the Mandatory Cost.

Each change in the UK Base Rate shall be reflected in the interest rate applicable to UK Revolving Loans, as of the effective date of such change. All interest charges on UK Base Rate Revolving Loans shall be computed on the basis of a year of 360 days and actual days elapsed (which results in more interest being paid than if computed on the basis of a 365-day year). All interest charges on UK LIBOR Revolving Loans shall be computed on the basis of a 365-day year and actual days elapsed. The UK Borrowers shall pay to the UK Agent, for the ratable benefit of Funding UK Lenders and the UK Fronting Lender (as fronting lender for the UK Revolver Participants), interest accrued on all UK Base Rate Revolving Loans in arrears on the first day of each month hereafter and on the Termination Date, and the UK Borrowers shall pay to the UK Agent, for the ratable benefit of the Funding UK Lenders and the UK Fronting Lender (as fronting lender for the UK Revolver Participants) interest on all UK LIBOR Revolving Loans in arrears on each LIBOR Interest Payment Date.

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                (b) Fronting Fee; Participation Fee. When and as the UK Fronting Lender collects interest on the UK Revolving Loans prior to the Put Date, the UK Fronting Lender shall retain for its account interest at the UK Base Rate or UK LIBOR Rate, as applicable, any Mandatory Costs incurred and an amount equal to the Fronting Fee and shall promptly thereafter distribute to each UK Revolver Participant its Pro Rata Share of the remaining Applicable Margin, as a participation fee (the “Participation Fee”). If the UK Borrowers pay less than all of the interest then due and owing by it for any period, that portion of the interest equal to the Participation Fee shall be deemed to be the last portion of interest paid or to be paid For the avoidance of doubt, from and after the Put Date (assuming each UK Revolver Participant has purchased its requisite Pro Rata Share of the UK Revolving Loans from the UK Fronting Lender), interest shall be distributed by the UK Agent for the rateable benefit of the UK Lenders (directly).

               (c) Default Rate. If any Event of Default occurs and is continuing and the UK Agent or the Required Lenders in their discretion so elect, then, while any such Event of Default is continuing, all of the UK Obligations shall bear interest at the Default Rate applicable thereto.

          2.2 Continuation and Conversion Elections.

               (a) Subject to Section 1.2(b)(2), the UK Borrower may:

          (i) elect, as of any UK Business Day, in the case of UK Base Rate Revolving Loans to convert any UK Base Rate Revolving Loans (or any part thereof in an amount not less than £500,000, or that is in an integral multiple of £250,000 in excess thereof) into UK LIBOR Revolving Loans; or

          (ii) elect, as of the last day of the applicable Interest Period, to continue any UK LIBOR Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than £500,000, or that is in an integral multiple of £250,000 in excess thereof);

provided, that if at any time the aggregate amount of UK LIBOR Revolving Loans in respect of any single Interest Period is reduced, by payment, prepayment, or conversion of part thereof to be less than £500,000, such UK LIBOR Revolving Loans shall automatically convert into UK Base Rate Revolving Loans; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month.

               (b) The UK Borrower Representative shall deliver a notice of continuation/conversion in the form attached hereto as Exhibit E (a “Notice of Continuation/Conversion”) to the UK Agent not later than 11:00 a.m. (London time), at least three (3) UK Business Days in advance of the Continuation/Conversion Date, if the UK Revolving Loans are to be converted into or continued as UK LIBOR Revolving Loans and specifying:

          (i) the proposed Continuation/Conversion Date;

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          (ii) the aggregate amount of UK Revolving Loans to be converted or renewed;

          (iii) the type of UK Revolving Loans resulting from the proposed conversion or continuation; and

          (iv) the duration of the requested Interest Period, provided, however, the UK Borrower Representative may not select an Interest Period that ends after the Stated Termination Date.

               (c) If upon the expiration of any Interest Period applicable to UK LIBOR Revolving Loans, the UK Borrower Representative has failed to select timely a new Interest Period to be applicable to such UK LIBOR Revolving Loans or if any Default or Event of Default then exists, the UK Borrower Representative shall be deemed to have elected to convert such UK LIBOR Revolving Loans into UK Base Rate Revolving Loans effective as of the expiration date of such Interest Period.

               (d) The UK, Agent will promptly notify each UK Lender, as applicable, of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each UK Lender.

               (e) There may not be more than six (6) different Interest Periods for UK LIBOR Revolving Loans in effect hereunder at any time.

                    2.3 Maximum Interest Rate. In no event shall any interest rate provided for hereunder exceed the maximum rate legally chargeable by any UK Lender under applicable law for such UK Lender with respect to loans of the type provided for hereunder (the “Maximum Rate”). If, in any month, any interest rate, absent such limitation, would have exceeded the Maximum Rate, then the interest rate for that month shall be the Maximum Rate, and, if in future months, that interest rate would otherwise be less than the Maximum Rate, then that interest rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the UK Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 2.3, have been paid or accrued if the interest rate otherwise set forth in this Agreement had at all times been in effect, then the UK Borrowers shall, to the extent permitted by applicable law, pay the UK Agent, for the account of the applicable UK Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been charged if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. If a court of competent jurisdiction determines that the UK Agent and/or any UK Lender has received interest and other charges hereunder in excess of the Maximum Rate, such excess shall be deemed received on account of, and shall automatically be applied to reduce, the UK Obligations of the UK Borrowers other than interest, in the inverse

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order of maturity, and if there are no UK Obligations of the UK Borrowers outstanding, the UK Agent and/or such UK Lender shall refund to the UK Borrowers such excess.

                    2.4 UK Agent Fees. The UK Borrowers agree, jointly and severally, to pay the UK Agent and the UK Security Trustee fees in the amount and at the times set forth in the confidential fee letter dated as of November 18, 2005, among the Administrative Agent, Banc of America Securities, LLC, Ravenstock and MSG (as amended, restated, supplemented, or otherwise modified from time to time, the “Fee Letter”).

                    2.5 Unused Line Fee. On the first day of each month and on the Termination Date; (i) the UK Borrowers agree, jointly and severally, to pay to the UK Agent, for the account of the Funding UK Lenders and the UK Fronting Lender (as fronting lender for the UK Revolver Participants) in accordance with their respective Pro Rata Shares, an unused line fee (the “Unused Line Fee”) in an amount equal to the Sterling Equivalent of the Applicable Unused Line Fee Rate multiplied by the amount by which the UK Commitments exceed the average daily amount of UK Aggregate Outstandings and (ii) the US Borrowers agree, jointly and severally, to pay to the Administrative Agent, for the account of the US Revolver Lenders, in accordance with their respective Pro Rata Shares, an unused line fee (the “US Unused Line Fee”) in an amount equal to the Dollar Equivalent of (x) the Applicable Unused Line Fee Rate multiplied by the amount by which the Aggregate Commitments exceeds the average daily amount of Aggregate Outstandings less (y) the amount of the UK Unused Line Fee payable for such period during the immediately preceding month or shorter period if calculated for the first month hereafter or on the Termination Date. The Unused Line Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed.

                    2.6 Letter of Credit Fee. The UK Borrowers agree, jointly and severally, to pay to the UK Agent, for the account of the Funding UK Lenders and the UK Fronting Lender (as fronting lender for the UK Revolver Participants), in accordance with their respective Pro Rata Shares, for each Letter of Credit issued under the UK Credit Agreement, a fee (the “Letter of Credit Fee”) equal to the Applicable Margin for UK LIBOR Revolving Loans and to the UK Agent for the benefit of the Letter of Credit Issuer a fronting fee of one-eighth of one percent (0.125%) of the undrawn face amount of each Letter of Credit, and to the Letter of Credit Issuer, all customary out-of-pocket costs, fees and expenses incurred by the Letter of Credit Issuer in connection with the application for, processing of, issuance of, extension of, draws under or amendment to any Letter of Credit. The Letter of Credit Fee shall be payable monthly in arrears on the first day of each month following any month in which a Letter of Credit is outstanding and on the Termination Date. The Letter of Credit Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed.

                    2.7 Distribution of Fees to UK Revolver Participants. When and as the UK Fronting Lender collects any Letter of Credit Fee or any Unused Line Fee prior to the Put Date, the UK Fronting Lender shall promptly distribute the same to each UK Revolver Participant in accordance with such UK Revolver Participant’s Pro Rata Share.

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ARTICLE 3
PAYMENTS AND PREPAYMENTS

                    3.1 Revolving Loans. The UK Borrowers shall repay the outstanding principal balance of the UK Revolving Loans made to such UK Borrowers, plus all accrued but unpaid interest thereon, on the Termination Date. The UK Borrowers may prepay the UK Revolving Loans made to such UK Borrowers at any time, and reborrow subject to the terms of this Agreement; provided, however, that the UK Borrowers may not terminate the Total UK Facility unless the US Borrowers also terminate the Total US Facility. In addition, and without limiting the generality of the foregoing, (a) the UK Borrowers shall pay to the UK Agent, for the account of the Funding UK Lenders and the UK Fronting Lender (as fronting lender for the UK Revolver Participants) the amount, without duplication, by which the UK Aggregate Outstandings exceed the lesser of the UK Borrowing Base or the Maximum UK Amount, and (b) the UK Borrowers shall pay to the UK Agent for the account of the UK Lenders the amount by which the Aggregate Outstandings exceeds the Maximum Consolidated Borrowing Base Amount unless such amount shall have otherwise been paid by the US Borrowers to the Administrative Agent pursuant to the US Credit Agreement.

                    3.2 Termination of Facility. The UK Borrowers may terminate this Agreement upon at least thirty (30) UK Business Days’ notice of intent to terminate and ten (10) UK Business Day’s actual notice to the Administrative Agent, the UK Agent, the UK Lenders, the UK Agent and UK Lenders, upon (a) the payment by the Borrowers in full of all outstanding Revolving Loans, together with accrued interest thereon, and the cancellation and return of all outstanding Letters of Credit or the provision of cash collateral or a Supporting Letter of Credit pursuant to Section 1.4(g) hereof and Section 1.4(g) of the US Credit Agreement, (b) the payment by each Borrower in full in cash of all reimbursable expenses and other Obligations of such Borrower under this Agreement and the US Credit Agreement, and (c) with respect to any LIBOR Revolving Loans prepaid, payment by each Borrower of the amounts due under Section 4.4, if any and the corresponding amounts due, if any, under the US Credit Agreement.

                    3.3 [Intentionally deleted].

                    3.4 UK LIBOR Revolving Loan Prepayments. In connection with any prepayment, if any UK LIBOR Revolving Loans are prepaid prior to the expiration date of the Interest Period applicable thereto, the UK Borrowers shall pay to the UK Lenders the amounts described in Section 4.4.

                    3.5 Payments by the UK Borrowers.

                (a) All payments to be made by the UK Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the UK Borrowers shall be made to the UK Agent for the account of the applicable UK Lenders, at the account designated by the UK Agent and shall be made in Pounds Sterling (other than payments made in respect of UK Terms Loans which shall be in US Dollars) and in immediately available funds, no later than 11:00 a.m. (London time) on the date specified herein. Any payment received by the UK Agent on such date after such time shall be deemed at the option of the UK Agent to have been

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received on the following UK, Business Day and any applicable interest shall continue to accrue.

                (b) Subject to the provisions set forth in the definition of “Interest Period,” whenever any payment is due on a day other than an UK Business Day, such payment shall be due on the following UK Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

                    3.6 Payments as UK Revolving Loans. At the election of the UK Agent, all payments of principal, interest, reimbursement obligations in connection with Letters of Credit and Credit Support for Letters of Credit, fees, premiums, reimbursable expenses and other sums payable hereunder or under any UK Loan Document, may be paid from the proceeds of UK Revolving Loans made to the UK Borrowers hereunder. Each UK Borrower hereby irrevocably authorizes the UK Agent to charge the Loan Account of the UK Borrowers for the purpose of paying all amounts from time to time due hereunder and agrees that all such amounts charged shall constitute UK Base Rate Revolving Loans (including Non-Ratable Loans and Agent Advances) to the UK Borrowers.

                    3.7 Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the applicable UK Lenders (according to the unpaid principal balance of the UK Revolving Loans to which such payments relate held by each applicable UK Lender) and payment of fees shall, as applicable, be apportioned ratably among the applicable UK Lenders, except for fees payable solely to any UK Agent, the UK Security Trustee and any Letter of Credit Issuer, (b) except as provided in Section 2.1 (b), and (d) amounts payable to the UK Agent in connection with the funding of the UK Revolving Loans in Pounds Sterling agreed from time to time by the UK Lenders. All payments shall be remitted to the UK Agent and all such payments by any UK Borrower not relating to principal or interest or premiums of specific UK Revolving Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral of such UK Borrower received by the UK Agent (other than voluntary or mandatory payments pursuant to Section 7.6), shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, (including any Additional Monitoring and Administration Fee (as defined in Section I3.6(b))) indemnities or expense reimbursements then due to the UK Agents from the UK Borrowers; second, to pay any fees or expense reimbursements then due to the UK Lenders from the UK Borrowers; third, to pay interest due in respect of all UK Revolving Loans, including Non-Ratable Loans and Agent Advances, made to the UK Borrowers whether or not allowed or allowable in an insolvency proceeding; fourth, to pay or prepay principal of the UK Revolving Loans and Agent Advances made to the UK Borrowers and unpaid reimbursement obligations in respect of Letters of Credit; fifth, following the occurrence and during the continuance of a Default or an Event of Default, to pay an amount to the UK Agent equal to 105% of all outstanding Letter of Credit obligations of the UK Borrowers to be held as cash collateral for such obligations; and sixth to the payment of any other Obligation to any UK Agent, Bank or the UK Revolving Lenders, including, without limitation, Obligations in respect of Bank Products. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the UK Borrowers, or unless an Event of Default has occurred and is continuing or following termination of this Agreement, neither the UK Agent nor any UK Lender shall apply any payments which it receives to any UK LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such

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UK LIBOR Revolving Loan, or (b) in the case of UK LIBOR Revolving Loans only, in the event, and only to the extent, that there are no outstanding UK Base Rate Revolving Loans made to the UK Borrowers and, in any event, in each case the UK Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. Upon the occurrence and during the continuation of an Event of Default and, prior thereto in order to correct any error or otherwise with the consent of the Lenders required pursuant to Section 11.1(b) hereof, the UK Agent and the UK Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations of the UK Borrowers.

                    3.8 Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the UK Obligations, any UK Agent, any UK Lender, Bank or any Affiliate of the Bank, is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the UK Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by such UK Agent, such UK Lender, Bank or such Affiliate and the UK Borrowers shall be jointly and severally liable to pay to the UK Agents, the UK Lenders, Bank and such Affiliate, and hereby do jointly and severally indemnify the UK Agents, the UK Lenders, Bank and such Affiliate and hold the UK Agents, the UK Lenders, Bank and such Affiliate harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 shall be and remain effective notwithstanding any contrary action which may have been taken by any UK Agent, any UK Lender, Bank or any such Affiliate in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the UK Agents’, the UK Lenders’, Bank’s and such Affiliate’s rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreement.

                    3.9 UK Agent’s and UK Lenders’ Books and Records; Monthly Statements The UK Agent shall record the principal amount of the UK Revolving Loans owing to the UK Lenders, the undrawn face amount of all outstanding Letters of Credit issued for the account of the UK Borrowers and the aggregate amount of unpaid reimbursement obligations outstanding with respect to the Letters of Credit for the account of the UK Borrowers from time to time on its books. In addition, each UK Lender may note the date and amount of each payment or prepayment of principal of such UK Lender’s Revolving Loans in its books and records. Failure by the UK Agents or any UK Lender to make such notation shall not affect the obligations of the UK Borrowers with respect to the UK Revolving Loans or the Letters of Credit. The UK Borrowers agree that the UK Agents’ and each UK Lender’s books and records showing the UK Obligations and the transactions pursuant to this Agreement and the other Loan Documents shall be admissible in any action or proceeding arising therefrom, and shall constitute rebuttably presumptive proof thereof, irrespective of whether any UK Obligation is also evidenced by a promissory note or other instrument. The UK Agent will provide to the UK Borrowers a monthly statement of UK Revolving Loans, payments, and other transactions with respect to such UK Borrowers pursuant to this Agreement. Such statement shall be deemed correct, accurate, and binding on such UK Borrowers and an account stated (except for reversals and reapplications of payments made as provided in Section 3.7 hereof and corrections of errors

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discovered by the UK Agent), unless the UK Borrower Representative notifies the UK Agent in writing to the contrary within 45 days after such statement is rendered. In the event a timely written notice of objections is given by the UK Borrower Representative, only the items to which exception is expressly made will be considered to be disputed by the UK Borrowers.

                    3.10 [Intentionally deleted].

ARTICLE 4
TAXES, YIELD PROTECTION AND ILLEGALITY

                    4.1 Taxes.

                (a) Any and all payments by each UK Obligor to any Lender (including payments made indirectly to the UK Revolver Participants) or any Agent under this Agreement and any other Loan Document shall be made free and clear of, and without deduction or withholding for any Taxes. In addition, each UK Obligor shall pay all Other Taxes with respect to the UK Obligations of such UK Obligor and the payments due under the execution, delivery, registration and performance of this Agreement, or otherwise and any other Loan Document.

                (b) Each UK Obligor shall indemnify the UK Agents and each UK Lender (including for the avoidance of doubt the UK Fronting Lender and the UK Revolver Participants) for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by any UK Agent or such UK Lender with respect to the UK Obligations of such UK Obligor and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto. Each UK Agent and each UK Lender seeking indemnification pursuant to this Section 4.1(b) agrees to deliver to the UK Borrower Representative evidence of the Taxes or Other Taxes forming the basis for any such claim; provided that the prior delivery or sufficiency, in the judgment of the UK Borrower Representative, of such evidence shall in no way be a condition of the UK Obligors’ obligations to indemnify the UK Agents or UK Lenders pursuant to this Section 4.1(b). No UK Obligor shall be obligated to make a payment to a UK Agent or UK Lender pursuant to this clause in respect of penalties, interest and other liabilities attributable to any Taxes or Other Taxes if such penalties, interest and other liabilities are attributable to the gross negligence or willful misconduct of such UK Agent or UK Lender. After a UK Agent or UK Lender receives notice of the imposition of the Taxes or Other Taxes that are subject to this Section, such UK Agent or UK Lender will act in good faith to promptly notify each UK Obligor of its obligations hereunder.

                (c) If any UK Obligor shall be required by law to deduct or withhold any Taxes or Other Taxes from or in respect of any sum payable hereunder to any UK Lender or any UK Agent, then, without duplication:

          (i) the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including

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deductions and withholdings applicable to additional sums payable under this Section) such UK Lender or such UK Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made;

          (ii) such UK Obligor shall make such deductions and withholdings;

          (iii) such UK Obligor shall pay the full amount deducted or withheld to the relevant taxing authority or other authority in accordance with applicable law; and

          (iv) each UK Borrower shall also pay to each UK Lender or such UK Agent for the account of such UK Lender, at the time interest is paid, all additional amounts which the respective UK Lender specifies as necessary to preserve the after-tax yield such UK Lender would have received if such Taxes or Other Taxes had not been imposed.

                (d) At any UK Agent’s request, within 30 days after the date of any payment by any UK Obligor of Taxes or Other Taxes, the UK Borrower shall furnish such UK Agent, if available, the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment satisfactory to such UK Agent.

                (e) If any UK Obligor is required to pay additional amounts to any UK Lender pursuant to this Section, then such UK Lender shall, upon the request and at the expense of the UK Borrowers, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by such Obligor which may thereafter accrue, if such change, in the sole judgment of such UK Lender, (i) is not otherwise disadvantageous to such UK Lender and (ii) would avoid the need for or reduce the amount of such additional amounts.

          4.2 Illegality.

                (a) If any UK Lender determines that the introduction of any Requirement of Law, or any change in any Requirement of Law, or change in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any other Governmental Authority has asserted that it is unlawful, for any UK Lender or its applicable lending office to make or participate in UK LIBOR Revolving Loans, then, on notice thereof by that UK Lender to the UK Borrower Representative through the UK Agent, any obligation of that UK Lender to make or participate in UK LIBOR Revolving Loans shall be suspended until that UK Lender notifies the UK Agent and the UK Borrower that the circumstances giving rise to such determination no longer exist.

                (b) If any UK Lender determines that the introduction of any Requirement of Law, or any change in any Requirement of Law, or change in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any other Governmental Authority has asserted that it is unlawful, for any UK Lender or

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its applicable lending office to maintain or participate in any UK LIBOR Revolving Loans, the UK Borrower shall, upon its receipt of notice thereof by that UK Lender to the UK Borrower Representative through the UK Agent and demand from such UK Lender (with a copy to the UK Agent), prepay in full such UK LIBOR Revolving Loans of that UK Lender then outstanding, together with interest accrued thereon and amounts required under Section 4.4, either on the last day of the Interest Period thereof, if that UK Lender may lawfully continue to maintain or participate in such UK LIBOR Revolving Loans to such day, or immediately, if that UK Lender may not lawfully continue to maintain or participate in such UK LIBOR Revolving Loans. If the UK Borrowers are required to so prepay any UK LIBOR Revolving Loans, then concurrently with such prepayment, the UK Borrowers shall borrow from the affected UK Lender, in the amount of such repayment, a UK Base Rate Revolving Loan. Each UK Lender agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different lending office if such designation will, in the sole judgment of such UK Lender, avoid the need for such notice and will not otherwise be disadvantageous to such Lender.

                (c) Should any UK Lender’s UK LIBOR Revolving Loans be suspended under the provisions of Section 4.2, then without limiting its obligations to reimburse any Lender for compensation claimed pursuant to this Section 4.2, the Applicable UK Borrowers may, within 60 days following such occurrence, treat that UK Lender as an “Affected Lender” under Section 4.6 and exercise the applicable remedies set forth therein, subject to the conditions and limitation set forth therein.

          4.3 Increased Costs and Reduction of Return.

                (a) If any UK Lender determines that due to either (i) the introduction of or any change in the interpretation of any law or regulation or (ii) the compliance by that UK Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such UK Lender of agreeing to make or making, funding or maintaining or participating in any UK LIBOR Revolving Loans, without duplication, then the UK Borrowers shall jointly and severally be liable for, and shall from time to time, within two UK Business Days of demand by such UK Lender (with a copy of such demand to be sent to the UK Agent), pay to the UK Agent for the account of such UK Lender, additional amounts as are sufficient to compensate such UK Lender for such increased costs.

                (b) If any UK Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such UK Lender or any corporation or other entity controlling such UK Lender with any Capital Adequacy Regulation, affects the amount of capital required to be maintained by such UK Lender or any corporation or other entity controlling such UK Lender and (taking into consideration such UK Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such UK Lender’s desired return on capital) determines that the amount of

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	such capital is increased as a consequence of its UK Commitments, loans, credits or obligations under this Agreement, then, upon demand of such UK Lender to the UK Borrower Representative in respect of which such UK Lender has a UK Commitment through the UK Agent, the UK Borrowers shall pay to such UK Lender, from time to time as specified by such UK Lender, additional amounts sufficient to compensate such UK Lender for such increase.
	(c) If any UK Obligor is required to pay additional amounts to any UK Lender pursuant to this Section, then such UK Lender shall, upon the request and at the expense of the UK Borrowers, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by such UK Obligor which may thereafter accrue, if such change, in the sole judgment of such UK Lender, (i) is not otherwise disadvantageous to such UK Lender and (ii) would avoid the need for or reduce the amount of such additional amounts.
4.4 Funding Losses. Each UK Borrower shall reimburse each UK Lender and hold each UK Lender harmless from any loss or expense which such UK Lender may sustain or incur as a consequence of:
	(a) the failure of such UK Borrower to make on a timely basis any payment of principal of any UK LIBOR Revolving Loan;
	(b) the failure of such UK Borrower to borrow, continue or convert a Loan after such UK Borrower has given a Notice of Borrowing or a Notice of Continuation/Conversion; or
	(c) the prepayment or other payment (including after acceleration thereof) of any UK LIBOR Revolving Loan on a day that is not the last day of the relevant Interest Period;
including any such loss of anticipated profit and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its UK LIBOR Revolving Loans or from fees payable to terminate the deposits from which such funds were obtained. Each UK Borrower shall also pay any customary administrative fees charged by any UK Lender in connection with the foregoing.
4.5 Inability to Determine Rates. If the UK Agent determines that for any reason (a) adequate and reasonable means do not exist for determining the UK LIBOR Rate for any requested Interest Period with respect to a proposed UK Revolver LIBOR Loan or (b) that the UK LIBOR Rate for any requested Interest Period with respect to a proposed UK LIBOR Revolving Loan does not adequately and fairly reflect the cost to the applicable UK Lenders of funding such UK LIBOR Revolving Loan, the UK Agent will promptly so notify such UK Borrower Representative and each such UK Lender. Thereafter, the obligation of the UK Lenders to make or maintain UK LIBOR Revolving Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, in the case of UK Revolving Loans, (I) UK Borrower Representative may revoke any Notice of Borrowing or

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Notice of Continuation/Conversion in respect of UK Revolving Loans then submitted by it without cost or expense to any UK Borrower and (II) if the UK Borrower Representative does not revoke such Notice, the Funding UK Lenders and the UK Fronting Lender shall make, convert or continue the UK Revolving Loans, as proposed by the UK Borrower Representative, in the amount specified in the applicable notice submitted by the UK Borrower Representative, but such UK Revolving Loans shall be made, converted or continued as UK Base Rate Revolving Loans instead of UK LIBOR Revolving Loans.
	4.6 Certificates of Lenders.
	(a) Any UK Lender claiming reimbursement or compensation under this Article 4 (an “Affected Lender”) shall determine the amount thereof and shall deliver to the UK Borrower Representative in respect of which such Affected Lender has a UK Commitment (with a copy to the UK Agent) a certificate setting forth in reasonable detail the amount payable to such Affected Lender, and such certificate shall be conclusive and binding on the UK Borrowers in the absence of manifest error.
	(b) Without limiting its obligations to reimburse an Affected Lender for compensation theretofore claimed by an Affected Lender pursuant to this Article 4, UK Borrowers may, within 60 days following any demand by an Affected Lender, request that one or more Persons that are Eligible Transferees and that are approved by the UK Agent (which approval shall not be unreasonably withheld) purchase all (but not part) of the Affected Lender’s then outstanding Loans, and assume its Pro Rata Share of the UK Commitments and its obligations hereunder; provided that such request may not be made, and the UK Agent and the UK Lenders shall have no obligations under this Section 4.6(b), if and to the extent that the basis for any such reimbursement or compensation with respect to such Affected Lender, is, in the judgment of the UK Agent, applicable to the UK Required Lenders or has resulted or could reasonably be expected to result in any claim for reimbursement or compensation under this Article 4 by the UK Required Lenders. If one or more such Eligible Transferees so agree in writing (each, an “Assuming Lender,” and collectively, the “Assuming Lenders”), the Affected Lender shall assign its Pro Rata Share of the Aggregate Commitments (including, for the avoidance of doubt, the US Commitments), together with the outstanding Revolving Loans (including, for the avoidance of doubt, the US Revolving Loans), to the Assuming Lender or Assuming Lenders in accordance with Section 11.2; provided that, unless the Assuming Lender has also agreed to accept the assignment of all US Commitments and US Loans pursuant to the terms of the US Credit Agreement, the UK Lender shall not be required or permitted to assign its UK Commitments or UK Revolving Loans pursuant to this Section and any purported assignment pursuant to this Section shall be null and void. On the date of any such assignment, the Affected Lender which is being so replaced shall cease to be a “Lender” for all purposes of this Agreement and shall receive (x) from the Assuming Lender or Assuming Lenders the principal amount of its outstanding Loans and (y) from UK Borrowers all interest and fees accrued and then unpaid with respect to such UK Revolving Loans, together with any other amounts then payable to such UK Lender by UK Borrowers.

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                    4.7 Survival. The agreements and obligations of the UK Obligors in this Article 4 shall survive the payment of all other Obligations.

ARTICLE 5
BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES

                    5.1 Books and Records. Each Credit Party shall maintain in accordance with GAAP applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a), and shall cause each of their Subsidiaries to maintain, at all times, correct and complete books, records and accounts in which complete, correct and timely entries are made of their transactions. The Credit Parties shall, and shall cause each of their Subsidiaries to, by means of appropriate entries, reflect in such accounts and in all Financial Statements proper liabilities and reserves for all taxes and proper provision for depreciation and amortization of property and bad debts, all in accordance with GAAP. The Credit Parties shall, and shall cause each of their Subsidiaries to, maintain at all times books and records pertaining to the Collateral in such detail, form and scope as the Administrative Agent, UK Agent or any Lender shall reasonably require, including, but not limited to, records of (a) all payments received and all credits and extensions granted with respect to the Accounts; (b) the return, repossession, loss, damage, or destruction of any Rental Fleet Assets, Sales Inventory or Machinery and Equipment included in the Applicable Borrowing Base; and (c) all other material dealings affecting the Collateral.

                    5.2 Financial Information. The Parent Guarantor and the Borrowers shall promptly furnish to each Lender all such financial information regarding any Credit Party or any of their Subsidiaries as the Administrative Agent or the UK Agent shall reasonably request. Without limiting the foregoing, the Borrowers will furnish to the Administrative Agent and the UK Agent, in sufficient copies for distribution by the Administrative Agent and the UK Agent, as applicable, to each Lender, in such detail as the Administrative Agent, the UK Agent or the Lenders shall reasonably request, the following:

                (a) As soon as available, but in any event not later than ninety (90) days after the end of each Fiscal Year (except as set forth in clause (v) below), (i) consolidated audited balance sheets, income statements, cash flow statements and changes in stockholders’ equity for the Parent Guarantor and its consolidated Subsidiaries for such Fiscal Year, and the accompanying notes thereto, (ii) consolidating unaudited balance sheets, income statements and cash flow statements for the Parent Guarantor and its consolidated Subsidiaries, (iii) unaudited balance sheets and income statements for the Parent Guarantor and its consolidated US Subsidiaries (iv) unaudited balance sheets and income statements for Ravenstock and its consolidated Subsidiaries and (v) balance sheets and income statements for Ravenstock and its consolidated Subsidiaries audited in accordance with UK GAAP and to be delivered as soon as available, but in any event not later than one hundred and eighty (180) days after the end of each Fiscal Year, setting forth in the case of each of the preceding clauses (i), (iii), (iv) and (v), in comparative form, figures for the previous Fiscal Year, all in reasonable detail, fairly presenting the financial position and the results of operations of the applicable Persons as at the date thereof and for the Fiscal Year then ended, prepared in accordance with GAAP (other than the absence of footnotes to the Financial Statements delivered pursuant to clauses

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(ii), (iii) and (iv) and other than clause (v) which has been prepared in accordance with UK GAAP) and denominated in Dollars (other than with respect to clauses (iv) and (v), which Financial Statements shall be denominated in Pounds Sterling). The consolidated audited financial statements shall be examined in accordance with generally accepted auditing standards by and, in the case of such statements performed on a consolidated basis, accompanied by a report thereon unqualified in any respect of independent certified public accountants of national standing selected by the US Borrower Representative. The US Borrower Representative, simultaneously with retaining such independent public accountants to conduct such annual audit, shall send a letter to such accountants, with a copy to the Administrative Agent, the UK Agent and the Lenders, notifying such accountants that one of the primary purposes for retaining such accountants’ services and having audited financial statements prepared by them is for use by the Administrative Agent, the UK Agent and the Lenders. At reasonable times and upon reasonable advance notice and the provision of an opportunity for the UK Borrower Representative to participate or accompany the UK Agent and/or the Administrative Agent, each UK Borrower hereby authorizes the Administrative Agent and the UK Agent to communicate directly with the UK Borrowers certified public accountants and, by this provision, authorizes those accountants to disclose to the Administrative Agent and the UK Agent any and all financial statements and other supporting financial documents and schedules relating to the Credit Parties and their Subsidiaries and to discuss directly with the Administrative Agent and the UK Agent the finances and affairs of the Credit Parties and their Subsidiaries.

                (b) As soon as available, but in any event not later than forty (40) days after the end of each Fiscal Quarter, (i) consolidated unaudited balance sheets of the Parent Guarantor and its consolidated Subsidiaries as at the end of such Fiscal Quarter, and consolidated unaudited income statements and cash flow statements for the Parent Guarantor and its consolidated Subsidiaries for such Fiscal Quarter and for the period from the beginning of the Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail, fairly presenting the financial position and results of operations of the Parent Guarantor and its consolidated Subsidiaries as at the date thereof and for such periods, and, in each case, in comparable form, figures for the corresponding period in the prior Fiscal Year, (ii) consolidating unaudited balance sheets and income statements for the Parent Guarantor and its consolidated Subsidiaries, (iii) unaudited balance sheets and income statements for the Parent Guarantor and its consolidated US Subsidiaries and (iv) unaudited balance sheets and income statements for Ravenstock and its consolidated Subsidiaries, in each case prepared in accordance with GAAP (other than the absence of footnotes and subject to normal year-end audit adjustments) applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a) and denominated in Dollars (other than with respect to clause (iv), which Financial Statements shall be denominated in Pounds Sterling) The Parent Guarantor shall certify by a certificate signed by its chief financial officer that all such statements have been prepared in accordance with GAAP (other than the absence of footnotes and subject to normal year-end audit adjustments) and fairly present the financial position of the applicable Credit Parties and their Subsidiaries as at the dates thereof and their results of operations for the periods then ended, subject to normal year-end adjustments.

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                (c) As soon as available, but in any event not later than (30) days after the end of each month, (i) unaudited balance sheets and income statements for the Parent Guarantor and its consolidated US Subsidiaries and (ii) unaudited balance sheets and income statements for Ravenstock and its consolidated Subsidiaries, in each case, prepared in accordance with GAAP (other than the absence of footnotes and subject to normal year-end audit adjustments) applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a) and denominated in Dollars (other than with respect to clause (ii), which such Financial Statements shall be denominated in Pounds Sterling). The Parent Guarantor shall certify by a certificate signed by its chief financial officer that all such statements have been prepared in accordance with GAAP (other than the absence of footnotes and subject to normal year- end audit adjustments) and present fairly the financial position of the applicable Credit Parties and their Subsidiaries as at the dates thereof and their results of operations for the periods then ended, subject to normal year-end adjustments.

                (d) With each of the annual audited Financial Statements delivered pursuant to Section 5.2(a), and the unaudited Financial Statements delivered pursuant to Section 5.2(b) a certificate of the chief financial officer of the US Borrower Representative (the “Compliance Certificate”) setting forth in reasonable detail the calculations required to establish that the Credit Parties were in compliance with the covenants set forth in Sections 7.23 through 7.26 during the period covered in such Financial Statements and as at the end thereof and a calculation of Pro Forma EBITDA for the Permitted Acquisitions completed during such period, and stating that, except as explained in reasonable detail in such certificate, (A) all of the representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are correct and complete in all material respects as at the date of such certificate as if made at such time, except for those that speak as of a particular date, (B) the Credit Parties are, at the date of such certificate, in compliance in all material respects with all of their respective covenants and agreements in this Agreement and the other Loan Documents, and (C) no Default or Event of Default then exists or existed during the period covered by the Financial Statements for such period. If such certificate discloses that a representation or warranty is not correct or complete, or that a covenant has not been complied with, or that a Default or Event of Default existed or exists, such certificate shall set forth what action the Applicable Borrower has taken or proposes to take with respect thereto.

                (e) No sooner than sixty (60) days before and not later than the beginning of each Fiscal Year, (i) annual forecasts (to include forecasted consolidated balance sheets, income statements and cash flow statements) for the Parent Guarantor and its consolidated Subsidiaries, (ii) annual forecasted income statements for the Parent Guarantor and its consolidated US Subsidiaries and (iii) annual forecasted income statements for Ravenstock and its consolidated Subsidiaries as at the end of and for each Fiscal Quarter of such Fiscal Year approved by the board of directors of such entity and in detail reasonably acceptable to the Administrative Agent and the UK Agent.

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                (f) Promptly after filing with the PBGC, the IRS or other Governmental Authority, a copy of each annual report or other filing filed with respect to any Plan of any Credit Party or any of its Subsidiaries.

                (g) Promptly upon the filing thereof, copies of all reports, if any, to or other documents filed by any Credit Party or any of its Subsidiaries with the Securities and Exchange Commission under the Exchange Act, and all reports, notices, or statements sent or received by any Credit Party or any of its Subsidiaries to or from the holders of any publicly traded equity interests of the UK Borrowers or any such Subsidiary (other than routine non-material correspondence sent by shareholders) or of any Debt of the Borrowers or any of their Subsidiaries, including, without limitation, Debt registered under the Securities Act or to or from the trustee under any indenture under which the same is issued.

                (h) As soon as available, but in any event not later than 15 days after any Credit Party’s receipt thereof, a copy of all management reports and management letters prepared for such Credit Party by any independent certified public accountants of any Credit Party or any of its Subsidiaries.

                (i) Promptly after their preparation, copies of any and all proxy statements, financial statements, and reports which any Credit Party or any of its Subsidiaries makes available to its shareholders generally.

                (j) If requested by the Administrative Agent or the UK Agent, promptly after filing with the IRS or any other Governmental Authority, a copy of each tax return filed by any Credit Party or by any of its Subsidiaries.

                (k) As soon as available, but in any event within twenty (20) days after the end of each month (for such month), a Borrowing Base Certificate in the form of Exhibit B to this Agreement for the UK Borrowers and all supporting information required in accordance with Section 9 of the Security Agreement and Section 4.4(c) of the UK Debenture.

                (1) With each of the monthly Financial Statements delivered pursuant to Section 5.2(c), a certificate of the chief financial officer of the US Borrower Representative (the “M&E Disposition Certificate”) setting forth for the most recently completed month in reasonable detail: (i) the nature, equipment identification number and net book value of Eligible Machinery and Equipment that was sold, exchanged or otherwise disposed pursuant to Section 7.9(c) hereof, both individually and in the aggregate, (ii) the amount of proceeds, if any, received in respect of any such sale, exchange or other disposition of Eligible Machinery and Equipment, both individually and in the aggregate and (iii) the purchase price paid, if any, in respect of any Eligible Machinery and Equipment that was purchased, acquired or otherwise received in exchange for any Eligible Machinery and Equipment that was sold, exchanged or otherwise disposed pursuant to Section 7.9(c) hereof, both individually and in the aggregate.

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	(m) Such additional information as the Administrative Agent or the UK Agent may from time to time reasonably request regarding the financial and business affairs of any Credit Party or any of its Subsidiaries.
5.3 Notices to the Lenders. Each Borrower shall notify the Administrative Agent, the UK Agent and the Lenders in writing of the following matters at the following times:
	(a) Immediately after becoming aware of any Default or Event of Default;
	(b) Immediately after becoming aware of the assertion by the holder of any Capital Stock of any Credit Party or of any of its Subsidiaries or the holder of any Debt of any Credit Party or any of its Subsidiaries in a face amount in excess of the Sterling Equivalent of $2,000,000 that a default exists with respect thereto or that such Credit Party or such Subsidiary is not in compliance with the terms thereof, or the threat or commencement by such holder of any enforcement action because of such asserted default or non-compliance;
	(c) Immediately after becoming aware of any event or circumstance which could reasonably be expected to have a Material Adverse Effect;
	(d) Promptly after a Responsible Officer of any Credit Party becomes aware of any pending or threatened action, suit, or proceeding by any Person, or any pending or threatened investigation by a Governmental Authority, which could reasonably be expected to have a Material Adverse Effect;
	(e) Promptly after a Responsible Officer of any Credit Party becomes aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting any Credit Party or any of its Subsidiaries in a manner which could reasonably be expected to have a Material Adverse Effect;
	(f) Promptly after a Responsible Officer of any Credit Party becomes aware of any violation of any law, statute, regulation, or ordinance of a Governmental Authority affecting any Credit Party or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect;
	(g) Promptly after any Responsible Officer of any Credit Party becomes aware of receipt of any notice of any violation by any Credit Party or any of its Subsidiaries of any Environmental Law which could reasonably be expected to have a Material Adverse Effect or that any Governmental Authority has asserted in writing that any Credit Party or any of its Subsidiaries is not in compliance with any Environmental Law or is investigating the Credit Party’s or such Subsidiary’s compliance therewith;
	(h) Promptly after any Responsible Officer of any Credit Party becomes aware of receipt of any written notice that any Credit Party or any of its Subsidiaries is or may be liable to any Person as a result of the Release or threatened Release or that such Credit Party or any of its Subsidiaries is subject to investigation by any Governmental Authority evaluating whether any remedial action is needed to

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respond to the Release or threatened Release which, in either case, is reasonably likely to give rise to liability in excess of the Dollar Equivalent of $2,000,000;

                (i) Promptly after any Responsible Officer of any Credit Party becomes aware of receipt of any written notice of the imposition of any Environmental Lien against any property of any Credit Party or any of its Subsidiaries;

                (j) Any change in a Credit Party’s name as it appears in the jurisdiction of its organization, organizational identification number, chief executive office, locations of branches of any Credit Party or other Real Estate locations owned or leased by any Credit Party, its Subsidiaries or their Agencies at which any Collateral is located, or form of organization, trade names under which any Credit Party will sell Inventory or create Accounts, or to which instruments in payment of Accounts may be made payable, in each case at least thirty (30) days prior thereto;

                (k) Within ten (10) US Business Days after a Responsible Officer of any Credit Party or any ERISA Affiliate knows that an ERISA Event or a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred, and, when known, any action taken or threatened by the IRS, the DOL, the PBGC or other applicable Governmental Authority with respect thereto;

                (1) Upon request, or, in the event that such filing reflects a significant change with respect to the matters covered thereby, within three (3) US Business Days after the filing thereof with the PBGC, the DOL, the IRS or other Governmental Authority, as applicable, copies of the following: (i) each annual report (Form 5500 series), including Schedule B thereto, filed with the PBGC, the DOL or the IRS with respect to each Plan, (ii) a copy of each funding waiver request filed with the PBGC, the DOL or the IRS with respect to any Plan and all communications received by any Credit Party or any ERISA Affiliate from the PBGC, the DOL, the IRS or other Governmental Authority, with respect to such request, and (iii) a copy of each other filing or notice filed with the PBGC, the DOL, the IRS, or other Governmental Authority, with respect to each Plan by either any Credit Party or any ERISA Affiliate;

                (m) Upon request, copies of each actuarial report for any Plan, Foreign Pension Plan or Multiemployer Plan and annual report for any Multiemployer Plan; and within three (3) US Business Days after receipt thereof by any Credit Party or any ERISA Affiliate, copies of the following: (i) any notices of the PBGC’s or other Governmental Authority’s intention to terminate a Plan or to have a trustee appointed to administer such Plan; (ii) any favorable or unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code; or (iii) any notice from a Multiemployer Plan regarding the imposition of withdrawal liability;

                (n) Within three (3) US Business Days after the occurrence thereof: (i) any changes in the benefits of any existing Pension Plan which increase the Credit Parties’ annual costs with respect thereto by an amount in excess of the Dollar Equivalent of $250,000, or the establishment of any new Pension Plan or Foreign Pension Plan or the commencement of contributions to any Pension Plan or Foreign Pension Plan to which

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	any Credit Party or any of its ERISA Affiliates were not previously contributing; or (ii) any failure by any Credit Party or any of its ERISA Affiliates to make a required installment or any other required payment under Section 412 of the Code on or before the due date for such installment or payment;
	(o) Within three (3) US Business Days after a Responsible Officer of any Credit Party or any of its ERISA Affiliates knows that any of the following events has or will occur: (i) a Multiemployer Plan has been or will be terminated; (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan; (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan; or (iv) a Reportable Event or Termination Event in respect of any Plan has or will occur;
	(p) Promptly after any Borrower has notified any Agent of any intention by any Credit Party to treat the Loans and/or Letters of Credit and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form;
	(q) Each UK Borrower shall, immediately upon becoming aware of the same, provide the UK Agent with details in writing of any creditor of any UK Borrower whose terms of business include retention of title provisions; and
	(r) Immediately upon the taking, or immediately following any determination of an intention to take, any corporate action, legal proceedings, application, petition or other procedure or step in relation to any of the matters set out in Section 9.1(s), notify the UK Agent of the same.
Each notice given under this Section shall describe the subject matter thereof in reasonable detail, and, if applicable, shall set forth the action that the Applicable Borrower, its Subsidiary, or any ERISA Affiliate, as applicable, has taken or proposes to take with respect thereto.

ARTICLE 6
GENERAL WARRANTIES AND REPRESENTATIONS

                    The Parent Guarantor and each UK Borrower warrants and represents as to itself and each of their respective Subsidiaries to the UK Agents and the UK Lenders that, except as hereafter disclosed to and accepted by the UK Agents and the Required Lenders in writing:

                    6.1 Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Credit Party has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents and Transaction Documents to which it is a party, to incur its Obligations, and to grant to the Applicable Agents’ Liens upon and security interests in the Collateral. Each Credit Party has due power and capacity and has taken all necessary action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents and Transaction Documents to which it is a party. This Agreement and the other Loan Documents and

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Transaction Documents to which it is a party have been duly executed and delivered by each Credit Party, and constitute the legal, valid and binding obligations of each Credit Party, enforceable against it in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting the rights and remedies of creditors generally and by general equitable principles. Each Credit Party’s execution, delivery, and performance of this Agreement and the other Loan Documents and Transaction Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of any Credit Party or any of their respective Subsidiaries, by reason of the terms of (a) any contract, mortgage, standard security, pledge, assignation in security, hypothec, lease, agreement, indenture, or instrument to which any Credit Party or any of their respective Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to any Credit Party or any of their respective Subsidiaries, or (c) the certificate or articles of incorporation, by-laws, the limited liability company agreement, limited partnership agreement, memorandum and articles of association or related shareholders’ agreement of any Credit Party or any of their respective Subsidiaries except, in the case of clause (a) only, and without any qualification of the representation above as to the imposition of any Lien on any Collateral other than in favor of the Applicable Security Agent, as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

                    6.2 Validity and Priority of Security Interest. The provisions of this Agreement, the Mortgages, if any, and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Applicable Security Agent, for the ratable benefit of the Applicable Security Agent and the Applicable Lenders, and such Liens constitute perfected and continuing Liens on all the Collateral, having priority over all other Liens on the Collateral, except for those Liens identified in Schedule 6.2 or in clauses (c), (d), and (e) of the definition of Permitted Liens securing all the Obligations of the applicable Credit Party, and enforceable against the applicable Credit Party and all third parties, except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting the rights and remedies of creditors generally and by general equitable principles.

                    6.3 Organization and Qualification. Each Credit Party (a) is duly organized or incorporated and validly existing in good standing under the laws of the jurisdiction of its organization or incorporation, (b) is qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified or in good standing could reasonably be expected to have a material adverse effect on such Credit Party’s business operations, prospects, property or condition (financial or otherwise), and (c) has all requisite power and authority to conduct its business and to own its property.

                    6.4 Corporate Name; Prior Transactions. Except as otherwise disclosed on Schedule 6.4, no Credit Party has, during the five (5) years prior to the Closing Date, been known by or used any other corporate or fictitious name, or been a party to any hive-up, merger, amalgamation or consolidation, or acquired all or substantially all of the assets of any Person, or acquired any of its property outside of the ordinary course of business.

                    6.5 Subsidiaries and Affiliates. Schedule 6.5 is a correct and complete list of the name and relationship to the Parent Guarantor of each and all Parent Guarantor’s

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Subsidiaries and other Affiliates. Each Subsidiary of the Credit Parties is (a) duly incorporated or organized and validly existing in good standing under the laws of its jurisdiction of incorporation or organization set forth on Schedule 6.5, and (b) qualified to do business and in good standing in each jurisdiction in which the failure to so qualify or be in good standing could reasonably be expected to have a material adverse effect on any such Subsidiary’s business, operations, prospects, property, or condition (financial or otherwise) and (c) has all requisite power and authority to conduct its business and own its property.

                    6.6 Financial Statements and Projections.

               (a) The Borrowers have delivered to the Administrative Agent and the UK Agent the financial statements and information set forth in Section 5.2(a) in each case as of December 31, 2004, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent Guarantor’s independent certified public accountants, Ernst & Young, LLP. Such financial statements are attached hereto as Exhibit C. Each Borrower has also delivered to the Administrative Agent and the UK Agent, the financial statements and information set forth in Section 5.2(b) as of September 30, 2005. Such financial statements are also attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Guarantor’s and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended (subject, in the case of the financial statements as of September 30, 2005, to normal year-end adjustments).

               (b) The Latest Projections when submitted to the Lenders as required herein represent each Borrower’s best estimate of the future financial performance of the Parent Guarantor and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which each Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders.

                    6.7 Capitalization. Schedule 6.7 sets forth the authorized and issued and outstanding Capital Stock of the Parent Guarantor and each of its Subsidiaries and, as of the Closing Date, the name of the record owner of the Capital Stock of each direct and indirect subsidiary of the Parent Guarantor. Such Capital Stock is fully paid and non-assessable and has the par value set forth on Schedule 6.7.

                    6.8 Solvency. Each Borrower is Solvent prior to and after giving effect to the Borrowings to be made or continued on the Closing Date and the issuance of the Letters of Credit and Guaranties to be issued or continued on the Closing Date and the consummation of the other transactions on such date, and shall remain Solvent during the term of this Agreement.

                    6.9 Debt. After giving effect to the making of the Loans to be made or continued on the Closing Date and the application of the proceeds thereof, as of such date the Parent Guarantor and its Subsidiaries have no Debt in excess of the Dollar Equivalent of $100,000, except (a) the Obligations, and (b) Debt described on Schedule 6.9.

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                    6.10 Distributions. Since September 30, 2003, no Distribution has been declared, paid, or made upon or in respect of any Capital Stock or other securities of any Credit Party or any of their respective Subsidiaries, except as described on Schedule 6.10 or as permitted by Section 7.10 of this Agreement or the Existing UK Credit Agreement.

                    6.11 Personal Property; Real Estate; Leases

               (a) Schedule 6.11 sets forth, as of the Closing Date, a correct and complete list of all Real Estate (including all UK Properties) owned by each Credit Party and all Real Estate owned by each of their respective Subsidiaries, all leases and subleases of real or personal property held by each Credit Party and each of their respective Subsidiaries as lessee or sublessee (other than leases of personal property involving annual payments of less than $50,000), and all leases and subleases of real or personal property held by such Credit Party or any of its Subsidiaries, as lessor, or sublessor (other than leases of Rental Fleet Assets) and such information is true, complete and accurate and not misleading in any material respect. As of the Closing Date each of such leases and subleases in respect of all UK Credit Parties and Subsidiaries is valid and enforceable in accordance with its terms and is in full force and effect, in each case, against all parties thereto, and in respect of all US Credit Parties is valid and enforceable in accordance with its terms and is in full force and effect, in each case, against the applicable Credit Party or any applicable Subsidiary thereof and, to the best knowledge of the Borrowers is valid and enforceable in accordance with its terms and is in full force and effect, against the other parties thereto, except as set forth in Schedule 6.11. To the best of each Borrower’s knowledge no default by any party to any such lease or sublease exists. Each Credit Party has good and marketable title in fee simple to, or valid freeholds in the Real Estate identified in Schedule 6.11 as owned by such Credit Party, or valid leasehold interests in all Real Estate designated therein as “leased” by such Credit Party, and such Credit Party has good, indefeasible, and merchantable title to all of its other property (other than the UK Properties (as to which, see Sections 6.11(b) through (i) below)) reflected on the most recent Financial Statements delivered to the Administrative Agent, the UK Agent and the Lenders, except as disposed of in the ordinary course of business or as permitted by this Agreement or the Existing UK. Credit Agreement since the date thereof, free of all Liens except Permitted Liens.

               (b) Except as disclosed on Schedule 6.11, the UK Properties comprise all the land and buildings owned, controlled, occupied or used by any UK Credit Party or any of its Subsidiaries or in relation to which any UK Credit Party or Subsidiary has any right, interest or actual liability.

               (c) Save as disclosed in the UK Properties Report on Title and the UK Supplemental Agreement to the UK Properties Report on Title, the relevant Credit Party or Subsidiary has good and marketable title to each of the UK Properties free from any Lien and all original deeds and documents necessary to prove such title are in the possession or under the control of the Credit Party or Subsidiary (as the case may be) or are the subject of binding acknowledgements for production.

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               (d) No UK Property is affected by a subsisting contract for sale or other disposition of any interest in it.

               (e) Save as disclosed in the UK Properties Report on Title and the UK Supplemental Agreement to the UK Properties Report on Title, each Credit Party or Subsidiary is the sole legal and beneficial owner of the relevant UK Property and the proceeds of sale thereof.

               (f) The Replies to Enquiries are complete, true and accurate in all material respects and not misleading as at the date given and were given on the basis set out in the notes to such Replies to Enquiries. Nothing has occurred or come to light since the date of the Replies to Enquiries which, if disclosed, would make the Replies to Enquiries untrue, misleading or inaccurate in any material respect.

               (g) Save as disclosed in the UK Properties Report on Title and the UK Supplemental Agreement to the UK Properties Report on Title, the deeds, documents and information supplied to Messrs, BP. Collins in relation to UK Properties in England and Wales and Ledingham Chalmers in relation to UK Properties in Scotland and McGrigors in respect of UK Properties in Northern Ireland for the purpose of preparation of the UK Properties Report on Title comprised all deeds, documents and information necessary for the proper compilation of the UK Supplemental Agreement to the UK Properties Report on Title and were when supplied, and remain now, complete and accurate in all material respects and not misleading.

               (h) The information contained in the UK Properties Report on Title, as supplemented by the UK Supplemental Agreement to the UK Properties Report on Title, is true and accurate in all material respects and not misleading as at the date of the UK Supplemental Agreement to the UK Properties Report on Title. The UK Properties Report on Title, as supplemented by the UK Supplemental Agreement to the UK Properties Report on Title does not fail to disclose or take into account any matter whose omission makes it misleading in any material respect. Nothing has occurred or come to light since the date of the UK Supplemental Agreement to the UK Properties Report on Title which, if disclosed, would make it untrue, misleading or inaccurate in any material respect.

               (i) To the best of the knowledge of the Borrowers, no UK Credit Party or Subsidiary has any actual or contingent obligation or liabilities in relation to any freehold or leasehold property other than under its existing title to the UK Properties.

                    6.12 Proprietary Rights. Schedule 6.12 sets forth a correct and complete list of all of each Credit Party’s Proprietary Rights material to its business. None of the Proprietary Rights set forth on Schedule 6.12 is subject to any licensing agreement or similar arrangement except as set forth on Schedule 6.12. To the best of such Borrower’s knowledge, none of the Proprietary Rights infringes on or conflicts with any other Person’s property, and no other Person’s property infringes on or conflicts with the Proprietary Rights. The Proprietary Rights described on Schedule 6.12 constitute all of the property of such type necessary to the current and presently anticipated future conduct of each Credit Party’s business.

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                    6.13 Trade Names. All trade names or styles under which any Credit Party or any of its Subsidiaries will sell Inventory or create Accounts in the conduct of the Credit Party’s business, or to which instruments in payment of Accounts may be made payable, are listed on Schedule 6.13.

                    6.14 Litigation. Except as set forth on Schedule 6.14, there is no pending, or to the best of each Borrower’s knowledge threatened, action, suit, proceeding, or counterclaim by any Person, or to the best of each Borrower’s knowledge, investigation by any Governmental Authority, or any basis for any of the foregoing, which could reasonably be expected to have a Material Adverse Effect.

                    6.15 Labor Disputes. Except as set forth on Schedule 6.15, as of the Closing Date (a) there is no collective bargaining agreement or other labor contract covering employees of any Credit Party or any of its Subsidiaries, (b) no such collective bargaining agreement or other labor contract is scheduled to expire during the term of this Agreement, (c) no union or other labor organization is seeking to organize, or to be recognized as, a collective bargaining unit of employees of any Credit Party or any of its Subsidiaries or for any similar purpose, and (d) there is no pending or (to the best of each Borrower’s knowledge) threatened, strike, material work stoppage, material unfair labor practice claim, or other material labor dispute against or affecting any Credit Party or any of its Subsidiaries or their employees.

                    6.16 Environmental Laws. Except as set forth on Schedule 6.16:

               (a) Each Credit Party and its Subsidiaries have complied in all material respects with all Environmental Laws and no Credit Party and none of its Subsidiaries, none of their respective presently owned real property or presently conducted operations, and, to the best of the Borrowers’ knowledge, none of its previously owned real property or prior operations, is subject to any enforcement order from or liability agreement with any Governmental Authority or private Person respecting (i) compliance with any Environmental Law or (ii) any potential liabilities and costs or remedial action arising from the Release or threatened Release.

               (b) Each Credit Party and its respective Subsidiaries have obtained all permits necessary for their current operations under Environmental Laws, and all such permits are in good standing and each Credit Party and its respective Subsidiaries are in compliance with all material terms and conditions of such permits.

               (c) No Credit Party and none of their respective Subsidiaries, and, to the best of either Borrower’s knowledge, none of their respective predecessors in interest, has in material violation of applicable law stored, treated or disposed of any hazardous waste.

               (d) No Credit Party and none of their respective Subsidiaries has received any summons, complaint, order or similar written notice indicating that it is not currently in compliance with, or that any Governmental Authority is investigating its compliance with, any Environmental Laws or that it is or may be liable to any other Person as a result of a Release or threatened Release.

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(e) To the best of each Borrower’s knowledge, none of the present or past operations of any Credit Party or their respective Subsidiaries is the subject of any investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to a Release or threatened Release.
(f) To the best of each Borrowers’ knowledge, there is not now, nor has there ever been on or in the Real Estate:
	(1) any underground storage tanks or surface impoundments that have caused or could reasonably be expected to cause any Release or are otherwise not existing on or in the Real Estate in compliance with any applicable Environmental Law,
	(2) any asbestos-containing material other than in compliance with all applicable Environmental Laws, or
	(3) any polychlorinated biphenyls (PCBs) used in hydraulic oils, electrical transformers or other equipment other than in compliance with all applicable Environmental Laws.
(g) No Credit Party and none of their respective Subsidiaries has filed any notice under any requirement of Environmental Law reporting a spill or accidental and unpermitted Release or discharge of a Contaminant into the environment.
(h) To the best of Borrowers’ knowledge, no Credit Party and none of their respective Subsidiaries has entered into any negotiations or settlement agreements with any Person (including the prior owner of its property) imposing material obligations or liabilities on either Borrower or any of their respective Subsidiaries with respect to any remedial action in response to the Release of a Contaminant or environmentally related claim.
(i) None of the products manufactured, distributed or sold by either of the Borrowers or any of their respective Subsidiaries contain asbestos containing material.
(j) No Environmental Lien has attached to the Real Estate.

                    6.17 No Violation of Law. No Credit Party and none of their respective Subsidiaries is in violation of any law, statute, regulation, ordinance, judgment, order, or decree applicable to it which violation could reasonably be expected to have a Material Adverse Effect.

                    6.18 No Default. No Credit Party and none of their respective Subsidiaries is in default with respect to any note, indenture, loan agreement, mortgage, lease, deed, or other agreement to which such Credit Party or such Subsidiary is a party or by which it is bound, which default could reasonably be expected to have a Material Adverse Effect.

                    6.19 ERISA Compliance. Except as specifically disclosed in Schedule 6.19:

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               (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state law. Each Plan which is intended to qualify under Section 401 (a) of the Code has received a favorable determination letter from the IRS and to the best knowledge of the Borrowers, nothing has occurred which would cause the loss of such qualification. The Borrowers and each ERISA Affiliate has made all required contributions to any Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

               (b) There are, to the best knowledge of Borrowers, no pending or threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan or Foreign Pension Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan or Foreign Pension Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. There are no known circumstances that may give rise to a liability in relation to any Plan or Foreign Pension Plan which is not funded or insured which could reasonably be likely to have a Material Adverse Effect.

               (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any material Unfunded Pension Liability; (iii) neither the Borrowers nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Borrowers nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Borrowers nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA and could reasonably be expected to result in a Material Adverse Effect.

               (d) Each Foreign Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations, orders and trust documentation and has been maintained, where required, in good standing with applicable regulatory authorities. All material contributions required to be made with respect to a Foreign Pension Plan have been timely made. Except as set forth in Schedule 6.19, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan which is funded, determined as of the end of the most recently ended fiscal year of each such Foreign Pension Plan on the basis of actuarial assumptions, each of which is reasonable, did not exceed the fair market value of the assets of such Foreign Pension Plan, and for each Foreign Pension Plan which is not funded, the obligations of such Foreign Pension Plan are properly accrued on the financial statements of the applicable Credit Party.

               (e) Each Foreign Pension Plan is funded to at least the minimum level required by law or, if higher, required by the terms of its governing documentation.

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                    6.20 Taxes. Each Credit Party and its respective Subsidiaries have filed all federal income and other material federal, provincial, state and other tax returns required by law to be filed, and have paid all federal income and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable unless such unpaid taxes and assessments would constitute a Permitted Lien, are being contested in good faith by appropriate proceedings or would not reasonably be expected to result in a Material Adverse Effect. Each Credit Party and its respective Subsidiaries has withheld and paid over all taxes required to have been withheld and paid over, and complied in all material respects with all information reporting requirements in connection with amounts paid or owing to any employee, creditor, independent contractor or other third party.

                    6.21 Regulated Entities. No Credit Party, no Person controlling any Credit Party, or any Subsidiary of any Credit Party, is an “Investment Company” within the meaning of the Investment Company Act of 1940. No Credit Party is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, any state public utilities code or law, or any other federal, state or foreign statute or regulation limiting its ability to incur indebtedness.

                    6.22 Use of Proceeds; Margin Regulations. The proceeds of the Loans are to be used solely for working capital and other corporate purposes and the repayment of Debt on the Closing Date. No Credit Party and no Subsidiary of any Credit Party is engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.

                    6.23 Copyrights, Patents, Trademarks and Licenses, etc. Each Credit Party owns or is licensed or otherwise has the right to use all of the patents, trademarks, service marks, trade names, copyrights, contractual franchises, licenses, rights of way, authorizations and other rights that are necessary for the operation of its businesses, and to the best of each Borrower’s knowledge, without conflict with the rights of any other Person. To the best knowledge of each Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Borrower or any Subsidiary thereof infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of each Borrower, threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the best knowledge of any Borrower, proposed, which, in either case, could reasonably be expected to have a Material Adverse Effect.

                    6.24 No Material Adverse Change. No Material Adverse Effect has occurred since the latest date of the Financial Statements delivered to the Administrative Agent, the UK Agent and the Lenders.

                    6.25 Full Disclosure. None of the representations or warranties made by any Credit Party or any Subsidiary in the Loan Documents as of the date such representations and warranties are made or deemed made, and none of the statements contained in any exhibit, report, statement or certificate furnished by or on behalf of any Credit Party or any Subsidiary in connection with the Loan Documents (including the offering and disclosure materials delivered

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by or on behalf of the Borrowers to the Lenders prior to the Closing Date), contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading in any material respect as of the time when made or delivered.

                    6.26 Material Agreements. Schedule 6.26 hereto sets forth as of the Closing Date all material agreements and contracts to which any Borrower or any of its respective Subsidiaries is a party or is bound.

                    6.27 Bank Accounts. Schedule 6.27 contains as of the Closing Date a complete and accurate list of all bank accounts maintained by each Credit Party with any bank or other financial institution.

                    6.28 Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Credit Party or any of their respective Subsidiaries of this Agreement or any other Loan Document.

                    6.29 Tax Shelter Regulations. No Borrower intends to treat the Loans and/or Letters of Credit as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In the event any Borrower determines to take any action inconsistent with such intention, the Borrowers shall promptly notify the Administrative Agent thereof. If the Borrowers so notify the Administrative Agent, the Borrowers acknowledge that one or more of the Applicable Lenders may treat its Loans and/or its interest in Non-Ratable Loans and/or Agent Advances and/or Letters of Credit as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and such Applicable Lender or Applicable Lenders, as applicable, will maintain the lists and other records required by such Treasury Regulation.

                    6.30 Non-Guarantor Subsidiaries. Each of the Non-Guarantor Subsidiaries conducts (and shall conduct) no operations and has (and shall have) no assets and no liabilities, in each case, individually or in the aggregate, with a fair market value in excess of the Dollar Equivalent of $100,000 other than, with respect to any Subsidiary that is a subsidiary of the UK Borrower only, Capital Stock of another Subsidiary Guarantor or Intercompany Debt permitted pursuant to, and incurred in compliance with, Section 7.13(g) hereof.

                    6.31 Luxembourg Subsidiaries. The Luxembourg Subsidiary conducts no operations and has no liabilities or assets other than in connection with the Luxembourg Debt (and shall not conduct any operations or have liabilities or assets other than in connection with the Luxembourg Debt).

                    6.32 UK Financial Assistance. Neither the execution, delivery or performance of any of the Loan Documents nor the incurrence of the Obligations and liabilities thereunder by any UK Borrower or any other Credit Party constitutes or will constitute unlawful financial assistance for the purposes of sections 151 to 158 (inclusive) of the Companies Act or the equivalent provisions of any other jurisdiction applicable to any Credit Party.

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                    6.33 Subordinated Debt. The Loans and all other Obligations of the Credit Parties constitute “Senior Debt” and “Designated Senior Debt” under the terms of the Subordinated Note Agreement, constitute “Senior Debt” or “Senior Indebtedness” under the terms of all other Permitted Subordinated Debt, and the Loans and all other Obligations of the Credit Parties are entitled to the benefits of the subordination provisions contained in all Permitted Subordinated Debt Agreements, which provisions are enforceable against all holders of Permitted Subordinated Debt.

                    6.34 Sales of Vehicles. Each US Borrower is in the business, and will continue to be in the business of, among other things, selling vehicles of a kind that such US Borrower also leases to customers and which are subject to motor vehicle registration statutes. The US Credit Parties’ business model includes the sale and marketing of each kind of vehicle subject to any motor vehicle registration statute that is leased by any US Borrower to customers. Any and all vehicles owned by the US Borrowers which are subject to motor vehicle registration statutes in any jurisdiction are held for sale or lease by the US Credit Parties or leased by the US Credit Parties to a customer, other than those vehicles for which the Agents’ Lien has been duly perfected under applicable motor vehicle laws.

                    6.35 Anti-Terrorism Laws. None of Credit Parties and their Affiliates is in violation of any Anti-Terrorism Law, or engages in or conspires to engage in any transaction that attempts to violate, or otherwise evades or avoids (or has the purpose of evading or avoiding) any prohibitions set forth in any Anti-Terrorism Law. None of Credit Parties and their Affiliates (a) is a Blocked Person; (b) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person; (c) has any of its assets in a Blocked Person; (d) deals in, or otherwise engages in any transaction relating to, any property blocked pursuant to Executive Order No. 13224; or (e) derives any of its operating income from investments in or transactions with a Blocked Person.

ARTICLE 7
AFFIRMATIVE AND NEGATIVE COVENANTS

                    The Parent Guarantor and each UK Borrower covenants as to itself and each of their respective Subsidiaries to the UK Agents and the UK Lenders that so long as any of the Obligations remain outstanding or this Agreement is in effect:

                    7.1 Taxes and Other Obligations. Each Credit Party shall, and shall cause each of its Subsidiaries to, (a) file when due all federal income, payroll and unemployment and other material tax returns which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, Other Taxes, value added taxes, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves in accordance with GAAP for the payment of all such items, and provide to the Administrative Agent, the UK Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the UK Borrower Representative has notified the Administrative Agent and UK Agent in

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writing, no Credit Party or its Subsidiaries need pay any amount referred to in this Section 7.1 (i) which it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which such Credit Party or Subsidiary, as the case may be, has established proper reserves as required under GAAP, and (iii) the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien).

                    7.2 Legal Existence and Good Standing. Except as may be permitted by Section 7.9, each Credit Party shall, and shall cause each of its Subsidiaries to, maintain its legal existence and its qualification and good standing in all jurisdictions in which the failure to maintain such existence and qualification or good standing could reasonably be expected to have a Material Adverse Effect.

                    7.3 Compliance with Law and Agreements; Maintenance of Licenses. Each Credit Party shall comply, and shall cause each of its Subsidiaries to comply with all Anti- Terrorism Laws and, in all material respects with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business (including the Federal Fair Labor Standards Act and all Environmental Laws). Each Credit Party shall, and shall cause each of its Subsidiaries to, obtain and maintain all material licenses (including, without limitation, all material registrations and/or licenses required to act as a dealer or seller of any Inventory subject to motor vehicle registration statutes), permits, franchises, and governmental authorizations necessary to own its property and to conduct its business. No Credit Party shall, nor shall it permit any of its Subsidiaries to, modify, amend or alter its certificate or articles of incorporation, its memorandum and articles of association, its limited liability company operating agreement, its limited partnership agreement, or other governing documents, as applicable, other than in a manner which does not adversely affect in any material respect the rights of the Lenders or any Agent or any pledge of or charge over its Capital Stock.

                    7.4 Maintenance of Property; Inspection of Property.

               (a) Each Credit Party shall, and shall cause each of its Subsidiaries to, maintain all of its property necessary in the conduct of its business in good operating condition and repair, ordinary wear and tear excepted.

               (b) Each UK Credit Party shall, and shall cause each of its Subsidiaries to, comply in all material respects with all obligations imposed on the owner of those of the UK Properties of which the UK Credit Party or Subsidiary is the owner and all obligations imposed on the tenant of those of the UK Properties of which the UK Credit Party or Subsidiary is the tenant.

               (c) Each Credit Party shall permit representatives and independent contractors of the Administrative Agent or UK Agent, as applicable (i) (at the expense of the Borrowers not to exceed three (3) times per year unless an Event of Default has occurred and is continuing or in the event of a Material Compliance Issue) to visit and inspect any of its properties, to inspect and verify Collateral, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom and to discuss its affairs, finances and accounts with its directors, officers and independent, public or chartered accountants, at such reasonable times during normal business hours

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	and (ii) to discuss its affairs, finances and accounts with the Credit Parties’ accountants as soon as may be reasonably desired, upon reasonable advance notice to the Applicable Borrowers and the provision of an opportunity for the US Borrower Representative to participate or accompany the UK Agent and/or the Administrative Agent; provided, however, when an Event of Default exists, the Administrative Agent, the UK Agent or any Lender may do any of the foregoing at the expense of the Applicable Borrowers at any time during normal business hours and without advance notice.
	(d) Each Borrower (at the expense of the Borrowers and not to exceed one time annually unless an Event of Default has occurred and is continuing) shall, upon Administrative Agent’s and UK Agent’s joint request (or, following and during the continuation of an Event of Default, Administrative Agent’s sole request, in respect of the US Borrowers, or UK Agent’s sole request, in respect of the UK Borrowers) supply to the US Borrower Representative and the UK Borrower Representative, provide to Administrative Agent and the UK Agent a recently dated appraisal of such Borrower’s Rental Fleet Assets, Sales Inventory and Machinery and Equipment, which appraisal shall be from the Appraiser and shall be satisfactory in scope, form and substance to the Administrative Agent and the UK Agent; provided, however, when an Event of Default exists, the Administrative Agent, the UK Agent or any Lender may conduct or cause to be conducted additional appraisals at the expense of the Borrowers at any time without advance notice.
	(e) Each UK Credit Party shall comply with the covenants set out in Schedule 7.4 in respect of the relevant UK Property.
7.5 Insurance.
	(a) Each Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, with financially sound and reputable insurers having, either alone or pursuant to an insurance endorsement reasonably acceptable to the Administrative Agent and the UK Agent, a rating of at least A or better by Best Rating Guide (or an equivalent rating from a source acceptable to the UK Agent in the United Kingdom (or any other applicable jurisdiction), provided that Royal Sun & Alliance shall be deemed to be an acceptable insurer of the UK Borrower for purposes of this Section 7.5 insurance against loss or damage by fire with extended coverage; theft, burglary, pilferage and loss in transit; public liability and third party property damage; larceny, embezzlement or other criminal liability; business interruption; public liability and third party property damage; and such other hazards or of such other types as is customary for Persons engaged in the same or similar business, as the Administrative Agent or the UK Agent, as applicable, in its discretion, or acting at the direction of the Required Lenders, shall specify, in amounts, and under policies acceptable to the Administrative Agent or the UK Agent, as applicable, and the Required Lenders. Without limiting the foregoing, in the event that any improved Real Estate covered by any Mortgages granted by any US Credit Party is determined to be located within an area that has been identified by the Director of the Federal Emergency Management Agency as a Special Flood Hazard Area (“SFHA”), each such Credit Party shall purchase and maintain flood insurance on the improved Real Estate and any Machinery and Equipment and Inventory located on such

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Real Estate. The amount of said flood insurance will be reasonably determined by the Administrative Agent, and shall, at a minimum, comply with applicable federal regulations as required by the Flood Disaster Protection Act of 1973, as amended. Each Credit Party shall also maintain flood insurance for its Inventory, Machinery and Equipment which is, at any time, located in a SFHA.

               (b) The Borrowers shall cause the Applicable Security Agent, the Responsible Agent and the Applicable Lenders, to be named as secured party or mortgagee and sole loss payee or additional insured, in a manner acceptable to the Administrative Agent and the UK Agent (and, in the case of the UK Borrower, in the manner and circumstances set out in the UK Debenture), on all insurance policies for the Credit Parties and sole loss payee or additional insured in a manner acceptable to the Administrative Agent and the UK Agent (and, in the case of the UK Borrower, in the manner and circumstances set out in the UK Debenture) on all insurance policies for the Collateral. Each policy of insurance shall contain a clause or endorsement requiring the insurer to give not less than thirty (30) days’ prior written notice to the Applicable Security Agent in the event of cancellation of the policy for any reason whatsoever and a clause or endorsement stating that the interest of the Applicable Security Agent shall not be impaired or invalidated by any act or neglect of any Credit Party or the owner of any Real Estate for purposes more hazardous than are permitted by such policy. All premiums for such insurance shall be paid by the Borrowers or the applicable Credit Party when due, and certificates of insurance and, if requested by the Administrative Agent or the UK Agent, as applicable, photocopies of the policies, shall be delivered to the Administrative Agent or the UK Agent, as applicable, in each case in sufficient quantity for distribution by the Administrative Agent or the UK Agent, as applicable, to each of the Lenders. If any Credit Party fails to procure such insurance or to pay the premiums therefor when due, the Administrative Agent may, and at the direction of the Required Lenders shall, do so from the proceeds of Revolving Loans to the Applicable Borrowers.

                    7.6 Insurance and Condemnation Proceeds. The US Borrower Representative shall promptly notify the Administrative Agent, the UK Agent and the Applicable Security Agent and the Applicable Lenders of any loss, damage, or destruction to Collateral having net book value in excess of the Dollar Equivalent of $500,000, whether or not covered by insurance. The Applicable Security Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows:

               (i) With respect to insurance and condemnation proceeds relating to Collateral (other than Fixed Assets) and business interruption insurance, after deducting from such proceeds the reasonable expenses, if any, incurred by the Applicable Security Agent in the collection or handling thereof, the Applicable Security Agent shall apply such proceeds, ratably, to the reduction of the outstanding Obligations, but not the US Commitments or the UK Commitments, in the order provided for in Section 3.7.

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               (ii) With respect to casualty insurance and condemnation proceeds relating to Collateral (including Fixed Assets), the Applicable Security Agent shall permit or require the Applicable Borrower to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (l) no Default or Event of Default has occurred and is continuing and (2) the Applicable Borrowers first (i) provide the Applicable Security Agent and the Lenders with plans and specifications for any such replacement, repair or restoration of Fixed Assets which shall be reasonably satisfactory to the Applicable Security Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Applicable Security Agent and the Required Lenders that the funds available to them will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Applicable Security Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.7.

                    7.7 Environmental Laws.

               (a) Each Credit Party shall, and shall cause each of its Subsidiaries to, conduct its business in compliance with all Environmental Laws applicable to it, including those relating to the generation, handling, use, storage, and disposal of any Contaminant. Each Credit Party shall, and shall cause each of its Subsidiaries to, take prompt and appropriate action to respond to any non-compliance with Environmental Laws and shall regularly report to the Administrative Agent with respect to any non-compliance or alleged material non-compliance with Environmental Laws, in each case, alone or in the aggregate, that may have a Material Adverse Effect (each a “Material Compliance Issue”).

               (b) Without limiting the generality of the foregoing, the Borrowers shall submit to the Administrative Agent, the UK Agent and the Lenders annually, commencing on the first Anniversary Date, and on each Anniversary Date thereafter, an update of the status of each Material Compliance Issue. The Administrative Agent, the UK Agent or any Lender may request copies of technical reports prepared by any Credit Party or any of their respective Subsidiaries and such Person’s communications with any Governmental Authority to determine whether such Person or any of its Subsidiaries is proceeding reasonably to correct, cure or contest in good faith any such Material Compliance Issue. The Borrowers shall, at the Administrative Agent’s, the UK Agent’s or the Required Lenders’ request and at the Borrowers’ expense, (i) retain an independent environmental engineer acceptable to the Administrative Agent or the UK Agent, as applicable, to evaluate the site, including tests if appropriate, where the Material Compliance Issue has occurred and prepare and deliver to the Administrative Agent or UK Agent, as applicable, in sufficient quantity for distribution by the Applicable Agent to the Lenders, a report setting forth the results of such evaluation, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs

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thereof, and (ii) provide to the Administrative Agent, the UK Agent and the Lenders a supplemental report of such engineer whenever the scope of the environmental problems, or the response thereto or the estimated costs thereof, shall increase in any material respect.

                    (c) Subject in each case to (i) the rights and the restrictions set forth in Section 7.4 hereof and (ii) the access and entry rights each Credit Party is entitled to grant, each Agent and its representatives will have the right to enter and visit the Real Estate and any other place where any property of any Credit Party is located for the purposes of observing the Real Estate, taking and removing soil or groundwater samples, and conducting tests on any part of the Real Estate; provided, however, to the extent the applicable Credit Party does not have sufficient rights in any such Real Estate or other place where any of its property is located to provide each Agent and its representatives the access, observation and removal rights described in this sentence, such Credit Party will use its reasonable efforts to obtain such rights for itself and each Agent and its representatives within sixty (60) days of a request by the Agents for such access, observation and removal rights for such Real Estate; provided, further, if (A) the applicable Credit Party is unable to obtain such access, observation and removal rights within such sixty (60) day period and (B) the Agents have a good faith reason to believe that a Material Compliance Issue exists with respect to such Real Estate, then the applicable Credit Party shall have the option to either (x) vacate such Real Estate within ninety (90) days of a written request by the Agents to such effect or (y) exclude any Inventory located on such Real Estate from the calculation of Eligible Inventory. No Agent is under any duty, however, to visit or observe the Real Estate or to conduct tests, and any such acts by any Agent will be solely for the purposes of protecting the Agents’ Liens and preserving the Agents’ and the Lenders’ rights under the Loan Documents. No site visit, observation or testing by any Agent will result in a waiver of any default of the Borrowers or impose any liability on such Agent or the Lenders. In no event will any site visit, observation or testing by any Agent be a representation by any Credit Party that hazardous substances are or are not present in, on or under the Real Estate, or that there has been or will be compliance with any Environmental Law. No Credit Party nor any other party is entitled to rely on any site visit, observation or testing by any Agent. No Agent and no Lender owes any duty of care to protect any Credit Party or any other party against, or to inform any Credit Party or any other party of, any hazardous substances or any other adverse condition affecting the Real Estate. Each Agent shall disclose to a Credit Party or to any other party if so required by law any report or findings made as a result of, or in connection with, any site visit, observation or testing by any Agent. Each Credit Party understands and agrees that no Agent makes any warranty or representation to any Credit Party or any other party regarding the truth, accuracy or completeness of any such report or findings that may be disclosed. Each Credit Party also understands that depending on the results of any site visit, observation or testing by any Agent and disclosed to a Credit Party, such Credit Party may have a legal obligation to notify one or more environmental agencies of the results, that such reporting requirements are site-specific, and are to be evaluated by such Credit Party without advice or assistance from such Agent. In each instance, each Agent will give the relevant Borrower reasonable notice before entering the Real Estate or any other place such Agent is permitted to enter under this Section 7.7(c). Each Agent will make reasonable efforts to avoid interfering

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	with a Credit Party’s use of the Real Estate or any other property in exercising any rights provided hereunder.
	(d) Without prejudice to the generality of the foregoing, the UK Borrowers shall as soon as reasonably practicable after the date hereof, retain an independent environmental engineer acceptable to the UK Agent to evaluate the UK Properties at (i) Horsefair Road Waterton Industrial Estate Bridgend (ii) Area 3 Wharf Road Gravesend and (iii) Stanton Works Lows Lane Stanton-By-Dale Derbyshire and prepare and deliver (within 180 days of the date hereof) to the UK Agent a Phase I environmental report the scope of which shall be agreed in advance by the UK Agent and which shall be addressed to the UK Agent and the UK Borrowers. The UK Borrowers exercising their reasonable commercial judgment and the UK Agent exercising its reasonable credit judgment shall jointly:
		(i) review the recommendations set out in the Phase I reports including (without limitation) any recommendation to commission further invasive investigations and any recommendations (as a consequence of such investigations) to carry out any remedial works or on-going monitoring of Contaminants (“the Works”) (“the Recommendations”);
		(ii) consider the economic effect of the implementation of the Recommendations (or any of them) on the continued operation of the UK Borrowers’ business at the relevant UK Property and any adverse effect on the value of the Collateral and on the interests of the UK Lenders of failure to implement the Recommendations (or any of them);
		(iii) endeavor, having regard to the respective interests of the UK Borrowers and the UK Agent, to determine which (if any) of the Recommendations are to be implemented and/or the Works are to be carried out at the cost of the UK Borrowers.
	If the UK Borrowers and the UK Agent shall fail to agree within one month after the date of issue of the relevant Phase I report on which (if any) of the Recommendations are to be implemented and which (if any) of the Works are to be carried out the UK Borrowers shall be required at their own cost to implement only those Recommendations and/or to carry out only those Works (together “the Designated Works”) which, if not implemented or carried out, are considered by the UK Agent in the exercise of its reasonable credit judgment to affect adversely the market value of a material part of the Collateral or adversely affect the interests of the UK Lenders. The UK Borrowers shall without delay carry out the Designated Works and shall provide evidence satisfactory to the UK Agent of the completion of such works.
		(e) [Intentionally deleted].
7.8 Compliance with ERISA and other laws. Each Credit Party shall, and shall cause each of its Subsidiaries and ERISA Affiliates to: (a) maintain each Plan and Foreign Pension Plan in compliance in all material respects with the applicable provisions of ERISA, the

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Code and other federal or state or foreign law; (b) ensure that all liabilities under any Foreign Pension Plan are funded to at least the minimum level required by law or, if higher, to the level required by the governing documents of such plans; (c) ensure that all contributions or premium payments to or in respect of all Foreign Pension Plans are and continue to be promptly paid at no less than the rates required under applicable law or the rules of such arrangements; (d) cause each Plan which is qualified under Section 401(a) of the Code to maintain such qualification; (e) make all required contributions to any Plan subject to Section 412 of the Code; (f) not engage in a prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan; and (g) not engage in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

                    7.9 Mergers, Amalgamations, Consolidations or Sales. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger, reorganization, amalgamation or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or any part of its property, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except:

                    (a) any of the Non-Guarantor Subsidiaries may be dissolved;

                    (b) sales and leases of Inventory, including, without limitation, Rental Fleet Assets, in the ordinary course of its business;

                    (c) sales, exchanges or other dispositions of Machinery and Equipment in the ordinary course of its business; provided that any exchange shall be made in exchange for, and any proceeds from any sale or other disposition shall be applied to purchase or acquire, Machinery and Equipment used or useful in a Similar Business; and provided further the US Borrower Representative shall include the details of any such sale, exchange, disposition, purchase and/or acquisition, as applicable, in each certificate delivered to the Administrative Agent and the UK Agent pursuant to Section 5.2(1) hereof.

                    (d) sales, exchanges or other dispositions of Real Estate, Machinery and Equipment and Inventory, including, without limitation, Rental Fleet Assets, in each case, not in the ordinary course of business with a net book value not to exceed, in the aggregate for all Borrowers and their respective Subsidiaries, the Dollar Equivalent of $2,000,000 in any Fiscal Year (taking into account all such sales, exchanges or other dispositions occurring in Fiscal Year 2005 occurring prior to the Closing Date); provided that (i) any exchange of Inventory or Machinery and Equipment shall be for like-kind Inventory or Machinery and Equipment, as applicable, (ii) any Inventory, Real Estate or Machinery and Equipment, as applicable, received as part of an exchange (whether purchased, acquired or otherwise) shall be free and clear of all Liens, except the Agents’ Liens and (iii) any sale or other disposition of assets at any branch location with aggregate net book value in excess of the Dollar Equivalent of $500,000 in any Fiscal Year (taking into account all such sales, exchanges or other dispositions occurring in Fiscal Year 2005 occurring prior to the Closing Date), or any closing of a branch location, shall require prior written notice to the Administrative Agent or the UK Agent, as applicable;

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	(e) any US Subsidiary of a US Borrower with a positive net worth may be merged with or into a US Borrower or any Wholly-owned US Subsidiary which is a Credit Party, or be liquidated, wound up or dissolved into a US Borrower or any Wholly-owned US Subsidiary which is a Credit Party, or transfer all or any part of its assets to a US Borrower or any Wholly-owned US Subsidiary which is a Credit Party; provided, that (except as permitted in clause (f) below) in any merger with a US Borrower, a US Borrower shall be the surviving entity and in any merger with any other Credit Party, such Credit Party shall be the surviving entity and all Liens in favor of the Administrative Agent shall remain perfected;
	(f) any Foreign Subsidiary of the US Borrower with a positive net worth may be merged or amalgamated with or into a UK Borrower or any Wholly-owned Foreign Subsidiary which is a Credit Party, or be liquidated, wound up, hived up or dissolved into a UK Borrower or any Wholly-owned Foreign Subsidiary which is a Credit Party, or transfer all or any part of its assets to a UK Borrower or any Wholly-owned Foreign Subsidiary which is a Credit Party; provided, that in any merger with a UK Borrower, a UK Borrower shall be the surviving entity and in any merger or amalgamation with any other Credit Party, such Credit Party shall be the surviving entity and all Liens in favor of the UK Security Trustee shall remain perfected;
	(g) (i) any US Borrower and any US Subsidiary may transfer assets to a US Borrower or any Wholly-owned US Subsidiary which is a Borrower or a US Subsidiary Guarantor (including without limitation, Mobile Storage Group (Texas), L.P. for so long as it shall remain a US Subsidiary Guarantor, all of its owned equity interests shall have been pledged in accordance with the Security Documents and it shall have otherwise complied with Section 6.30 hereof); (ii) any Foreign Subsidiary may transfer assets to a UK Borrower or any Wholly-owned UK Subsidiary which is a UK Borrower or a UK Subsidiary Guarantor; (iii) any Subsidiary may make Distributions otherwise permitted pursuant to Section 7.10(a)(ii) hereof and payments upon any Debt otherwise permitted to be incurred pursuant to Section 7.13(g) hereof and (iv) MSG may transfer funds to Ravenstock and Ravenstock may transfer funds to MSG pursuant to Section 7.15(e).
7.10 Distributions; Capital Change; Restricted Investments. No Credit Party nor any of its Subsidiaries shall:
	(a) directly or indirectly declare or make, or incur any liability to make, any Distributions, except, without duplication:
		(i) Distributions to holders of Capital Stock consisting of dividends payable in Capital Stock, which Capital Stock, if Preferred Stock, is permitted pursuant to Section 7.34;
		(ii) Distributions to a US Borrower or a Wholly-owned Subsidiary of a US Borrower by its Subsidiaries, and Distributions to the UK Borrower or a Wholly-owned Subsidiary of the UK Borrower by its Subsidiaries, in each case other than a Distribution by a Credit Party to a

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		Subsidiary which is not a Credit Party; provided, in the case of any Distribution by Ravenstock to MSG (and in the case of any other Distribution by a UK Credit Party to a US Credit Party), that at the time of and after giving effect to each such Distribution: (A) no Default or Event of Default exists under Section 9.1(a), (B) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (C) UK Availability is greater than or equal to £4,000,000;
		(iii) payments to repurchase or retire any Capital Stock (other than Preferred Stock) of the Parent Guarantor made to departed employees, officers or directors of any Credit Party not to exceed $2,000,000 in the aggregate and Distributions by MSG to the Parent Guarantor to enable the Parent Guarantor to make the payments permitted pursuant to this Section 7.10(a)(iii); provided that at the time of and after giving effect to each such Distribution: (i) no Default or Event of Default exists under Section 9.1(a), (ii) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (iii) Total Excess Availability is greater than or equal to the Dollar Equivalent of $10,000,000; and
		(iv) Distributions in respect of Preferred Stock of the Parent Guarantor of up to $5,000,000 in any Fiscal Year (taking into account all such Distributions occurring in Fiscal Year 2005 occurring prior to the Closing Date) and Distributions by MSG to the Parent Guarantor to enable the Parent Guarantor to make the Distributions permitted pursuant to this Section 7.10(a)(iv); provided that such amount shall be increased from time to time (as measured on the date of any such intended Distribution) by the aggregate amount of all net cash proceeds received by the Parent Guarantor from the issuance of any Preferred Stock after the Closing Date in accordance with Section 7.34 hereof during such Fiscal Year; and provided further that both before and after giving effect to any such Distribution: (1) no Default or Event of Default exists under Section 9.1(a), (2) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 though Section 7.26, inclusive and (3) Total Excess Availability is greater than or equal to the Dollar Equivalent of $10,000,000.
	(b) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect; or
	(c) make any Restricted Investment.
7.11 Transactions Affecting Collateral or Obligations. No Credit Party nor any of its Subsidiaries shall enter into any transaction which would be reasonably expected to have a Material Adverse Effect.

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                    7.12 Guaranties. No Credit Party shall make, issue, or become liable on any Guaranty, except

	(a) Guaranties of any of the Obligations in favor of the Responsible Agents and/or the Applicable Security Agents for the ratable benefit of the Applicable Lenders.
	(b) Guaranties (i) by MSG of obligations of Ravenstock or Ravenstock’s UK Subsidiaries under leases or subleases for Real Estate entered into in the ordinary course of such Person’s business and (ii) by MSG of obligations of US Credit Parties and by Ravenstock of obligations of UK Credit Parties, in either case in respect of operating liabilities incurred in the ordinary course of business, in the aggregate not in excess of the Dollar Equivalent of $2,000,000 from time to time;
	(c) Guaranties existing on the Closing Date and listed on Schedule 6.9;
	(d) subordinated Guaranties of the Subordinated Note Debt to the extent required by the Subordinated Note Agreement as in effect on the Closing Date by (i) US Subsidiaries and (ii) the Parent Guarantor; provided that such Guaranties remain subordinated to the Obligations of such US Subsidiaries and the Parent Guarantor in each case under the US Credit Agreement and the UK Credit Agreement, pursuant to subordination provisions no less favorable to any Credit Party, Agent or Lender than the subordination provisions applicable to the Guaranties of the Subordinated Note Debt on the Closing Date; and
	(e) Guaranties of Debt permitted by Section 7.13(d) or 7.13(e), if such Guaranties are permitted by such Section.
7.13 Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, incur or maintain any Debt, other than:
	(a) the Obligations;
	(b) Debt described on Schedule 6.9;
	(c) Capital Leases of Machinery and Equipment or Rental Fleet Assets and purchase money secured Debt incurred to purchase Machinery and Equipment or Rental Fleet Assets; provided that (i) Liens securing the same attach only to the Machinery and Equipment or Rental Fleet Assets acquired by the incurrence of such Debt and proceeds thereof (but shall not encumber leases of, or payments under leases of, Rental Fleet Assets), and (ii) the aggregate amount of such Debt for all Credit Parties (including Capital Leases) outstanding does not exceed the Dollar Equivalent of $10,000,000 at any time;
	(d) Debt evidencing a refunding, renewal or extension of the Debt (other than the Subordinated Note Debt); described on Schedule 6.9; provided that (A) the principal amount thereof is not increased, (B) the Liens, if any, securing such

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refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (C) no Credit Party that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, (D) the terms of such refunding, renewal or extension are no less favorable in any material respect to the applicable Credit Party or Subsidiary, any Agent or the Lenders than the original Debt and (E) the final maturity thereof, if presently after the Stated Termination Date, will not become earlier than at least 6 months after the Stated Termination Date;

                    (e) Non-Public Debt, including without limitation the Subordinated Note Debt; and any Non-Public Debt evidencing a refunding, renewal or extension thereof; provided, in each case, that (A) the cash interest rate of such Non-Public Debt shall not exceed 15% per annum, (B) no Credit Party that is not an obligor or guarantor of the Subordinated Note Debt as of the Closing Date shall be or become an obligor or guarantor of any such Non-Public Debt, (C) the restrictive covenants of such Non-Public Debt shall be no less favorable in any material respect to the applicable Credit Party or Subsidiary, any Agent or the Lenders than those contained in the Subordinated Note Debt as of the Closing Date, (D) the final maturity of such Non-Public Debt shall not be or become due earlier than at least six (6) months after the Stated Termination Date, and (E) such Non-Public Debt shall require no payment of principal, and no payment of principal shall be made, prior to the Stated Termination Date.

                    (f) Public Debt; provided that (I) the US Credit Parties and the UK Credit Parties shall have executed and delivered such amendments of this Agreement and the US Credit Agreement as are necessary to provide for the inclusion herein and in the US Credit Agreement of any financial covenants for which compliance is required by the covenants contained in the terms and conditions of any such Public Debt but which, as of the date of incurrence of such Public Debt, are not included in this Agreement or the US Credit Agreement; (II) the fleet utilization rates, financial ratios, capital expenditure levels and other rates, ratios, levels, measures and/or requirements set forth in any additional financial covenants, if any, contained in the terms and conditions of any such Public Debt, in each case, shall be at least (x) 2% less restrictive (with respect to fleet utilization rates) and (y) 10% less restrictive (with respect to financial ratio, capital expenditure and all other additional covenants) than the rates, ratios, levels, measures or requirements set forth in the comparable fleet utilization, financial ratio, capital expenditure and other additional covenants contained in this Agreement and the US Credit Agreement, including, without limitation, Sections 7.23 through 7.26, inclusive, hereof and thereof, as of the date of the incurrence of such Public Debt, (III) the final maturity of such Public Debt shall not be or become due earlier than at least six (6) months after the Stated Termination Date, and (IV) such Public Debt shall require no payment of principal, and no payment of such principal shall be made, prior to the Stated Termination Date.

                    (g) Subject to the following sentence, Intercompany Debt; provided, in each case, that such Debt will be evidenced by a revolving demand promissory note (in form and substance satisfactory to the Agent) pledged and delivered to the Applicable Security Agent for the benefit of the Lenders (or otherwise documented and secured in

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favour of the Applicable Security Agent, in a manner satisfactory to the Applicable Agent) and shall be subordinated to the Obligations of the Credit Parties on terms and conditions satisfactory to the Administrative Agent; provided further that, in the case of any creditors with respect to such Debt which are Foreign Subsidiaries, such Subsidiaries shall have entered into and delivered to the Administrative Agent and the UK Security Trustee for the benefit of the Lenders the UK Intercreditor Deed in the form attached hereto as Exhibit I. Notwithstanding the foregoing, (i) no UK Credit Party nor any of its Subsidiaries shall make, create or acquire any Intercompany Debt owed to any US Credit Party or any US Subsidiary, and (ii) no US Credit Party nor any of its US Subsidiaries shall make, create or acquire any Intercompany Debt owed to any UK Credit Party or any of its Subsidiaries, except, in each case, if and only to the extent that at the time of and after giving effect to each such making, creation or acquisition: (x) no Default or Event of Default exists under Section 9.1(a), (y) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (z) in the case of any Intercompany Debt incurred by any UK Subsidiary, US Availability is greater than or equal to $7,000,000 and in the case of any Intercompany Debt incurred by any US Subsidiary, UK Availability is greater than or equal to £4,000,000.

                    (h) the Luxembourg Debt, provided that (A) such Debt will be evidenced by a revolving credit facility agreement in the form existing as at the date hereof with claims thereunder assigned in favour of the UK Security Trustee and shall be subordinated to the Obligations of the Credit Parties on terms and conditions satisfactory to the Administrative Agent and (B) the creditors with respect to such Debt shall have entered into and delivered to the Administrative Agent and the UK Security Trustee for the benefit of the Lenders the UK Intercreditor Deed in the form attached hereto as Exhibit I;

                    (i) Guaranties permitted by Section 7.12;

                    (j) Debt represented by any unsecured Hedge Agreements entered into in order to protect a Borrower against fluctuations in interest rates and currency exchange rates and not for speculative purposes;

                    (k) after the Closing Date, any Capital Leases or purchase money Debt or Debt secured by a mortgage on Real Estate assumed or acquired in connection with a Permitted Acquisition; provided that (A) such Debt existed at the time of such Permitted Acquisition and was not created in anticipation thereof, (B) any Lien securing such Debt does not extend to any assets of any Credit Party other than the assets secured thereby at the time of the Permitted Acquisition and does not encumber leases of, or payments under leases of, Rental Fleet Assets and (C) if the Debt is owed by a Subsidiary acquired, then no other Credit Party shall have any liability therefor;

                    (l) Debt secured by a mortgage on any Real Estate acquired by any UK Credit Party incurred or assumed for the purpose of financing ail or a part of the cost of acquiring such Real Estate; provided that (i) any such mortgage attaches solely to the Real Estate so acquired, (ii) the mortgagee thereunder executes and delivers to the

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Responsible Agent a mortgagee waiver agreement (or, in respect of a UK Property, a deed of priority on terms and conditions acceptable to the UK Agent), in form and substance reasonably satisfactory to the Administrative Agent and (iii) the principal amount of such Debt secured thereby does not exceed 100% of the Credit Party’s cost of such Real Estate; and

                    (m) other unsecured Debt not to exceed $15,000,000 in the aggregate for all Credit Parties at any time outstanding.

                    For purposes of compliance with this Section 7.13 and Section 7.13 of the US Credit Agreement, in the event any Debt meets the criteria set forth in more than one of clauses (c) through (d), inclusive, or (i) through (m), inclusive, of this Section 7.13 and Section 7.13 of the US Credit Agreement, the US Borrower Representative and the UK Borrower Representative, in their sole collective discretion, may (X) classify or reclassify such Debt in any manner that complies with this Section 7.13 and Section 7.13 of the US Credit Agreement and (Y) divide and classify such Debt among more than one of the clauses of this Section 7.13 and Section 7.13 of the US Credit Agreement and, in each case, such Debt shall be treated as having been permitted pursuant to the clause of this Section 7.13 and Section 7.13 of the US Credit Agreement specified by the US Borrower Representative and UK Borrower Representative; provided that, in each case, the US Borrower Representative and the UK Borrower Representative must classify, reclassify and/or divide such Debt in a manner consistent for purposes of compliance with the UK Credit Agreement and US Credit Agreement.

          7.14 Prepayments; Payments on Subordinated Note Debt; Payments on Intercompany Debt.

                    (a) No Credit Party nor any of its Subsidiaries shall voluntarily prepay any Debt, except (i) the Obligations in accordance with the terms of this Agreement and the US Credit Agreement, (ii) prepayment of the Existing Term Loans outstanding under the Existing UK Credit Agreement and the Existing US Credit Agreement and the Luxembourg Debt, and (iii) Capital Leases, and other Debt in an aggregate amount not to exceed $1,000,000 and, after giving effect to the payment thereof, only so long as Total Excess Availability exceeds $10,000,000, (iv) prepayments of the Debt described on Schedule 6.9 with the proceeds of Debt permitted to be issued under Section 7.13(d), (v) prepayments of the Subordinated Note Debt with the proceeds of Debt permitted to be issued under Section 7.13(e) or (f) or Capital Stock issued in accordance with Section 7.34 and (vi) as permitted under (b).

                    (b) No Credit Party nor any of its Subsidiaries shall make any payments on Permitted Subordinated Debt except, subject to the subordination provisions thereof, regularly scheduled payments of interest and (ii) on or before December 30, 2008, MSG may make a principal payment of up to $4,000,000 on the Subordinated Notes, plus accrued but unpaid interest thereon, pursuant to the terms and conditions of the Subordinated Note Agreement; provided, that, in the case of clause (ii), at the time of and after giving effect to such payment by MSG; (A) no Default or Event of Default exists and (B) US Availability is greater than or equal to $5,000,000.

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                    (c) (i) No UK Credit Party nor any of its UK Subsidiaries shall make any payment of principal, interest or any other amount on account of or in respect of any obligation outstanding under any Intercompany Debt owed to any US Credit Party, any US Subsidiary or the Luxembourg Subsidiary, and (ii) no US Credit Party nor any of its US Subsidiaries shall make any payments of principal, interest or any other amounts on account of any obligation outstanding under any Intercompany Debt owed to any UK Credit Party or any UK Subsidiary, except, (A) in each case, subject to the subordination provisions thereof, and (B) in each case, if and only to the extent that at the time of and after giving effect to each such payment: (x) no Default or Event of Default exists under Section 9.1(a), (y) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (z) in the case of clause (i), UK Availability is greater than or equal to £4,000,000 or, in the case of clause (ii), US Availability is greater than or equal to $7,000,000; provided, however, nothing in this Section 7.14(c) shall prohibit the making of any payments between MSG and Ravenstock pursuant to Section 7.15(e).

                    7.15 Transactions with Affiliates. Except as set forth below or described on Schedule 7.15, no Credit Party shall, nor shall they permit any of their Subsidiaries to, sell, transfer, distribute, or pay any money or property, including, but not limited to, any fees or expenses of any nature (including, but not limited to, any fees or expenses for management services), to any Affiliate, or lend or advance money or property to any Affiliate, or invest in (by capital contribution or otherwise) or purchase or repurchase any stock or indebtedness, or any property, of any Affiliate, or become liable on any Guaranty of the indebtedness, dividends, or other obligations of any Affiliate (other than any Guaranties permitted by Section 7.12); provided, however, while no Event of Default has occurred and is continuing, and subject to the limitations set forth in this Agreement, the Credit Parties may engage in transactions or agreements with Affiliates, other than those described on Schedule 7.15, in the ordinary course of business consistent with past practices, in an amount and upon terms fully disclosed to the Agents and the Lenders in advance, and, in any case, no less favorable to such Credit Party or Credit Parties than would be obtained in a comparable arm’s-length transaction with a third party who is not an Affiliate; provided further:

                    (a) if no Default or Event of Default exists under Section 9.1(a), before and after giving effect to the payments, payments may be made when due pursuant to the Windward Management Agreement as in effect on the date hereof; provided that such payments shall not exceed the Dollar Equivalent of $550,000 per year plus reasonable and customary out-of-pocket expenses;

                    (b) the Credit Parties and their Subsidiaries may enter into such intercompany loan, sales and investments as otherwise expressly permitted by this Agreement;

                    (c) the Credit Parties may enter into transactions with the Non- Guarantor Subsidiaries (i) to cause a Non-Guarantor Subsidiary’s dissolution and (ii) to cause the dissolution of the Luxembourg Subsidiary so long as, in the case of clause (ii), all of the following conditions are met: (A) no Default or Event of Default shall exist at the time of such dissolution and after giving effect to such dissolution, (B) any Subsidiary

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of MSG or Ravenstock that assumes any of the rights or obligations under the Luxembourg Debt in connection with the transactions that effect such dissolution shall become a UK Subsidiary Guarantor and shall become a party to each of the Loan Documents to which the UK Borrower, UK-LP or the Luxembourg Subsidiary, as applicable, was a party immediately prior to the dissolution of the Luxembourg Subsidiary, (C) all other Agent’s Liens on the Collateral immediately prior to the dissolution of the Luxembourg Subsidiary shall remain perfected, and the Borrowers shall cause any Subsidiary of MSG or Ravenstock that assumes any rights or obligations under the Luxembourg Debt in connection with the transactions that effect such dissolution to execute and deliver to the Administrative Agent and the UK Security Trustee such documents, instruments, financing statements, and amendments to Loan Documents as the Administrative Agent and the UK Security Trustee may reasonably request to continue the perfection of the Agent’s Liens, (D) UK Availability is greater than or equal to £4,000,000; (E) such dissolution shall not result in any Debt other than Intercompany Debt permitted to be incurred pursuant to, and incurred in compliance with, Section 7.13(g) hereof; and (F) such dissolution shall otherwise not create any covenants, undertakings or obligations on the part of any Credit Party any more onerous than the covenants, undertakings or obligations contained in the Luxembourg Debt;

                    (d) the Credit Parties and their Subsidiaries may pay reasonable compensation and provide customary indemnities to directors, officers and employees; and

                    (e) Ravenstock and MSG may make payments to each other as reimbursement for corporate overhead and services plus reasonable and customary out-of-pocket expenses, if and only to the extent that at the time of and after giving effect to each such payment: (w) no Default or Event of Default exists under Section 9.1(a), (x) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive, (y) in the case of payments from Ravenstock to MSG, UK Availability is greater than or equal to £4,000,000 and (z) in the case of payments from MSG to Ravenstock, (I) US Availability is greater than or equal to $7,000,000 and (II) such amount does not exceed $1,000,000 in any Fiscal Year (taking into account all such payments occurring in Fiscal Year 2005 occurring prior to the Closing Date).

                    7.16 Investment Banking and Finder’s Fees. No Credit Party shall pay or agree to pay, or reimburse any other party with respect to, any investment banking or similar or related fee, underwriter’s fee, finder’s fee, or broker’s fee to any Person in connection with this Agreement. The Credit Parties shall defend and indemnify the Agents and the Lenders against and hold them harmless from all claims of any Person that the Credit Parties are obligated to pay for any such fees, and all costs and expenses (including attorneys’ fees) incurred by the Agents and/or any Lender in connection therewith.

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                    7.17 Business Conducted

                    (a) No Credit Party (other than the Parent Guarantor) shall, nor shall it or the Parent Guarantor permit any of its Subsidiaries to, engage directly or indirectly, in any line of business other than a Similar Business.

                    (b) The Parent Guarantor shall not engage in any business activities or have any properties or liabilities, other than (i) holding Capital Stock of MSG, (ii) obligations under the Loan Documents and (iii) activities and properties incidental to the foregoing clauses (i) and (ii).

                    7.18 Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, incur, assume, or permit to exist any Lien on any property now owned or hereafter acquired by any of them, except Permitted Liens, and Liens, if any, in effect as of the Closing Date described in Schedule 6.9 securing Debt described in Schedule 6.9; Liens securing Capital Leases and purchase money Debt permitted under Section 7.13(c); and mortgages securing Debt permitted under Section 7.13(k) and Section 7.13(1).

                    7.19 Sale and Leaseback Transactions. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into any arrangement with any Person providing for such Credit Party or Subsidiary to lease or rent property that the Credit Party or such Subsidiary has sold or will sell or otherwise transfer to such Person other than Real Estate both (a) sold or otherwise disposed of to a Person that is not a Credit Party pursuant to Section 7.9 hereof and (b) in respect of which such Credit Party or Subsidiary has delivered a landlord waiver and, if the Real Estate will be subject to a mortgage or deed of trust, a mortgagee waiver, in each case in form and substance satisfactory to the Administrative Agent and the UK Security Trustee, as applicable.

                    7.20 New Subsidiaries. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary other than (i) those listed on Schedule 6.5, (ii) Wholly-owned Subsidiaries acquired in a Permitted Acquisition, or (iii) Wholly-owned Subsidiaries created by a Credit Party so long as the Credit Party shall, and shall cause each such Subsidiary to, comply with the provisions of Section 7.32; provided that no US Credit Party shall, nor shall it permit any US Subsidiary to, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary organized under the laws of any jurisdiction other than the United States, other than (A) those Subsidiaries listed on Schedule 6.5 as of the Closing Date and (B) direct and indirect Subsidiaries of Ravenstock; and provided further that no UK Credit Party shall, nor shall it permit any UK Subsidiary to, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary organized under the laws of the United States or any State thereof.

                    7.21 Fiscal Year. No Credit Party shall, nor shall it permit any of its Subsidiaries to, change its Fiscal Year.

                    7.22 Depreciation Method. No Credit Party shall, nor shall it permit any of its Subsidiaries to, change its method of calculating depreciation with respect to the preparation of the financial information set forth in the Financial Statements except as required by GAAP,

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the independent accountants of any Credit Party, the SEC or any other Governmental Authority having jurisdiction over such Credit Parties.

                    7.23 Cash Interest Coverage Ratio. The Credit Parties and their Subsidiaries will maintain a Cash Interest Coverage Ratio for each period of four consecutive fiscal quarters ended on the last day of any Fiscal Quarter set forth below of not less than the ratio set forth opposite such period:

Period Ending	Ratio
The last day of each Fiscal Quarter through the Fiscal Quarter ending on December 31, 2006	2.10:1
The last day of each Fiscal Quarter after the Fiscal Quarter ending on December 31, 2006 through the Fiscal Quarter ending on December 31, 2007	2.15:1
The last day of each Fiscal Quarter after the Fiscal Quarter ending on December 31, 2007 through the Fiscal Quarter ending on December 31, 2008	2.20:1
The last day of each Fiscal Quarter thereafter	2.25:1

                    7.24 Maximum Consolidated Total Debt to Pro Forma EBITDA Ratio. The Credit Parties and their Subsidiaries will not permit the Consolidated Total Debt to Pro Forma EBITDA Ratio as of the end of any Fiscal Quarter set forth below to be greater than the ratio set forth opposite such period:

Period Ending	Ratio
The last day of each Fiscal Quarter through the Fiscal Quarter ending on June 30, 2008	5.25:1
The last day of each Fiscal Quarter thereafter	5.00:1

                    7.25 Minimum Fleet Utilization Rate. The Credit Parties and their Subsidiaries shall not permit the Fleet Utilization Rate, as of the end of any Fiscal Quarter set forth below, to be less than the rate set forth opposite such period:

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Period	Rate
First Fiscal Quarter of each Fiscal Year	72%
Second Fiscal Quarter of each Fiscal Year	74%
Third Fiscal Quarter of each Fiscal Year	76%
Fourth Fiscal Quarter of each Fiscal Year	76%

                    7.26 Capital Expenditures. No Credit Party shall, nor shall it permit any of its Subsidiaries to, make or incur any Capital Expenditure if, after giving effect thereto, the aggregate amount of all Capital Expenditures by the Credit Parties and their Subsidiaries on a consolidated basis would exceed:

               (a) the Dollar Equivalent of $30,000,000 in the Fiscal Year ended December 31, 2005 (taking into account all Capital Expenditures occurring in Fiscal Year 2005 occurring prior to the Closing Date);

               (b) the Dollar Equivalent of $35,000,000 in the Fiscal Year ended December 31, 2006; and

               (c) the Dollar Equivalent of $50,000,000 in the Fiscal Year ended December 31, 2007 and each Fiscal Year thereafter,

in each case plus the Acquisition to CapEx Transfer Amount, if any, and less the Capital Expenditure to Acquisition Transfer Amount, if any; provided that to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year (“Year 1”) pursuant to this clause exceeds the aggregate amount of Capital Expenditures actually made during the Fiscal Year, such excess amount, up to the Dollar Equivalent of $12,500,000 (the “Capital Expenditure Excess”), may be carried forward to (but only to) the next succeeding Fiscal Year (“Year 2”) (any such amount to be certified by the US Borrower Representative to the Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of Year 1). The parties acknowledge and agree that the permitted Capital Expenditure levels set forth above shall be exclusive of Capital Expenditures constituting Permitted Acquisitions.

                    7.27 Use of Proceeds. No Credit Party shall, and shall not suffer or permit any Subsidiary to, use any portion of the Loan proceeds, directly or indirectly, (i) to purchase or carry Margin Stock, (ii) to repay or otherwise refinance indebtedness of a Credit Party or others incurred to purchase or carry Margin Stock, (iii) to extend credit for the purpose of purchasing or carrying any Margin Stock, or (iv) to acquire any security in any transaction that is subject to Section 13 or Section 14 of the Exchange Act.

                    7.28 Further Assurances. The Credit Parties shall execute and deliver, or cause to be executed and delivered, to the Agents, the Applicable Security Agents and/or the Lenders such documents and agreements, and shall take or cause to be taken such actions, as the

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Agents, the Applicable Security Agents or any Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents.

                    7.29 Bank Accounts. The Borrowers shall establish and maintain a cash management system, reasonably acceptable to the Responsible Agent, including (a) blocked accounts for the UK Credit Parties over which the UK Security Trustee has a fixed charge acceptable to the Responsible Agent and (b) arrangements satisfactory to the Administrative Agent to transfer funds to the Administrative Agent for application to the Obligations on a daily basis, or on such other basis as the Administrative Agent agrees, and blocked accounts for the US Credit Parties over which the US Agent has control (within the meaning of the UCC). Except as may otherwise be agreed by the Administrative Agent and the UK Agent (including, in the case of the UK Borrower, as agreed by the UK Security Trustee pursuant to the terms of the UK Debenture), as applicable, no Credit Party shall maintain any bank account (including without limitation, deposit accounts, disbursement accounts and lockbox accounts) with funds exceeding the Dollar Equivalent of $100,000 per account or $1,000,000 in the aggregate with any person other than the Applicable Security Agent, except as set forth on Schedule 6.27.

                    7.30 Changes Relating to Permitted Subordinated Debt. No Credit Party shall change or otherwise amend the terms of any Permitted Subordinated Debt if the effect of such amendments would be to: (i) increase the interest rate on such Permitted Subordinated Debt or under any Permitted Subordinated Debt Agreement; (ii) change the dates upon which payments of principal or interest are due on such Permitted Subordinated Debt other than to extend such dates; (iii) change any default or event of default other than to delete or make less restrictive any default provision therein, or add any covenant with respect to such Permitted Subordinated Debt; (iv) change the redemption or prepayment provisions of such Permitted Subordinated Debt other than to extend the dates therefore or to reduce the premiums payable in connection therewith; (v) grant any security or collateral to secure payment of such Permitted Subordinated Debt or add any guarantor of such Permitted Subordinated Debt; or (vi) change or amend the subordination terms; or (vii) change or amend any other term if such change or amendment would materially increase the obligations of any Credit Party thereunder or confer additional material rights on the holder of such Permitted Subordinated Debt in a manner adverse to any Credit Party, Agent or Lender.

                    7.31 Access Agreements. The Borrowers shall use commercially reasonable efforts to deliver to the Administrative Agent and the UK Security Trustee, as applicable a mortgagee waiver (other than in respect of the UK Properties), a landlord waiver or an agent access agreement, as applicable, in form and substance satisfactory to the Administrative Agent and the UK Security Trustee, as applicable, with respect to (i) all owned Real Estate subject to any mortgage, (ii) all Real Estate leased by any Borrower, and (iii) all Real Estate on which Collateral is located which such Real Estate is owned or leased by any Agency of any Borrower, provided, however, that in respect of US Real Estate no such mortgagee waiver, landlord waiver or agent access agreement shall be required (X) for (I) any Real Estate subject to a mortgage, (II) any Real Estate leased by MSG or Ravenstock or (III) any Real Estate on which the Collateral is located which such Real Estate is owned or leased by any Agency of any Borrower, in either case at which the Collateral stored during the last 12 months on any such Real Estate has a net book value less than $250,000, or (Y) if the lease payments, with respect to Real Estate leased by any US Borrower, do not exceed $25,000 on an annual basis.

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                    7.32 Additional Credit Parties

                    (a) MSG may designate additional US Subsidiaries to be US Borrowers under the US Credit Agreement, and Ravenstock may designate additional Foreign Subsidiaries organized under the laws of the United Kingdom to be additional UK Borrowers under the UK Credit Agreement, and thereby include the assets of such Subsidiaries in calculation of the Applicable Borrowing Base, subject to all the terms thereof; provided that there shall be no more than three (3) US Borrowers or UK Borrowers at any time. Such designation shall only become effective at such time as (i) the designated Subsidiary shall have executed and delivered to the Administrative Agent, with sufficient copies for each Applicable Lender, a Joinder Agreement (as amended to be valid and binding under the laws of England and Wales in the case of an additional UK Borrower) and shall have granted to the Applicable Security Agent first priority and fully perfected Liens on its assets, (ii) the Applicable Security Agent shall have received a first priority pledge of or charge over the Capital Stock of such Subsidiary, (iii) the Administrative Agent shall have received such opinions of counsel, corporate documents and other documents and instruments as the Administrative Agent or the Applicable Security Agent may reasonably request, in each case in form and substance satisfactory to the Administrative Agent and the Applicable Security Agent; and (iv) if the additional Subsidiary was acquired or created in connection with any acquisition and the aggregate purchase price in connection with such an acquisition is in excess of $5,000,000 (or if the Rental Fleet Assets owned by such additional Borrower that may be included in any calculation of the US Borrowing Base or the UK Borrowing Base have a value in excess of $5,000,000), the Administrative Agent shall have received a satisfactory “desktop appraisal” of the Rental Fleet Assets owned by such additional Borrower. Upon the satisfaction of such conditions, the applicable Subsidiary shall become a US Borrower or UK Borrower for all purposes of the Loan Documents.

                    (b) If after the Closing Date either any Non-Guarantor Subsidiary or Mobile Storage Group (Texas), L.P. acquires assets with a fair market value of $100,000 or more, or any Borrower or any of its Subsidiaries forms or acquires a Subsidiary (in a Permitted Acquisition, including any merger, amalgamation or consolidation in connection therewith) which has assets with a fair market value of $100,000 or more, then unless such Subsidiary has become a Borrower pursuant to Section 7.32(a), the Borrowers shall promptly (and in any event within 5 Applicable Business Days) cause such Subsidiary to become a Subsidiary Guarantor by executing and delivering to the Administrative Agent and the UK Agent, as applicable, with sufficient copies for each Lender, a Guaranty or a supplement or joinder to a Subsidiary Guaranty to guarantee the Obligations of the Borrowers (in the case of a US Subsidiary) or the UK Borrower (in the case of a Foreign Subsidiary), and grant to the Applicable Security Agent, as applicable, first priority and fully perfected Liens on its assets and the Capital Stock of such Subsidiary (limited in the case of Capital Stock of a Foreign Subsidiary to the extent set forth in the Pledge Agreement) to secure its Obligations, with such opinions of counsel (including without limitation, such opinions of counsel as may be requested in connection with Mobile Storage Group (Texas), L.P. acquiring assets with a fair market value in excess of $100,000), corporate documents and other documents and instruments as the Applicable Security Agent may reasonably request, in each case in form and substance

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satisfactory to the Applicable Security Agent. Notwithstanding the foregoing, Liens on any assets constituting Real Estate shall be subject to the provisions of Section 7.33.

                    7.33 Mortgages.

                    (a) From and after the Closing Date, if a Borrower or any of its Subsidiaries acquires any Real Estate (in the case of US Real Estate which, in the good faith determination of the Administrative Agent has a value in excess of $250,000), then the Applicable Borrower shall, or shall cause its Subsidiary to, (x) notify the Administrative Agent of such acquisition within five (5) days thereof, (y) upon the request of the Administrative Agent, execute and deliver to the Administrative Agent within thirty (30) days after such request a Mortgage encumbering such Real Estate and/or, at the sole election of the Administrative Agent, provide to the Administrative Agent (a) evidence that such Mortgage has been duly recorded and creates a valid and enforceable first priority Lien, subject only to Permitted Encumbrances, (b) (in the case of US Real Estate) an ALTA policy of title insurance in amounts, in form, with endorsements and from an insurer satisfactory to the Applicable Security Agent (in the case of UK Properties) a report on title from the UK Borrower’s Counsel in form and content satisfactory to the UK Security Trustee and no more onerous than the UK Properties Report on Title, (c) evidence satisfactory to the Applicable Security Agent that such Real Estate is not subject to material Environmental Claims, (d) if required by the Administrative Agent, legal opinions in form and substance and from counsel satisfactory to the Administrative Agent and (z) if such Real Estate is subject to any mortgage or other security, the Borrowers shall use commercially reasonable efforts to deliver to the Administrative Agent and the UK Security Trustee, as applicable, a mortgagee waiver (other than in respect of the UK Properties), and as the case may require, a heritable creditor consent in form and substance reasonably satisfactory to the Administrative Agent and the UK Agent.

                    (b) Without prejudice to the generality of the above, in respect of future acquired UK Property, the UK Borrowers shall instruct a suitably qualified environmental engineer to prepare a Phase I environmental report which will be addressed to the UK Agent and the UK Borrowers and will take such action (if any) with respect to the future acquired UK Property as was required with respect to the UK Properties owned as at the Closing Date pursuant to Section 7.7(d); provided, that in relation to leasehold UK Property with a term of less than 7 years and where there is a full and sufficient indemnity from the landlord for the benefit of the UK Borrowers and their respective chargees in respect of any Environmental Claims arising from historic contamination, the obligation to obtain such a Phase I environmental report shall not apply.

                    7.34 Preferred Stock. No Credit Party shall, and each Credit Party shall cause its Subsidiaries to not, issue any Preferred Stock having a right of payment of any dividend or other Distribution other than rights to discretionary dividends or other Distributions, in each case permitted by, and made in compliance with, Section 7.10(iv) hereof or a right of mandatory redemption or redemption at the option of the holder, in either case, prior to six (6) months following satisfaction in full in cash of all Obligations.

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                    7.35 [Intentionally deleted].

                    7.36 Center of Main Interest. The UK Borrower shall maintain its center of main interest for purposes of Recital 13 of EC Regulation No. 1346/2000 on Insolvency Proceedings within the United Kingdom.

                    7.37 [Intentionally deleted].

                    7.38 Anti-Terrorism Laws. No Credit Party shall conduct any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person; deal in, or otherwise engage in any transaction relating to, any property blocked pursuant to Executive Order No. 13224; or engage in on conspire to engage in any transaction that attempts to violate, or evades or avoids (or has the purpose of evading or avoiding) any prohibitions set forth in Executive Order No. 13224 or the USA Patriot Act. Each Credit Party shall deliver to Administrative Agent and US Lenders any certification or other evidence requested from time to time by Administrative Agent or any US Lender, in its discretion, confirming each Credit Party’s compliance with this Section.

ARTICLE 8
CONDITIONS OF LENDING

                    8.1 Conditions Precedent to the Effectiveness of this Agreement and the Making of Loans on the Closing Date. The effectiveness of the obligation of the UK Lenders to make and to continue to permit to remain outstanding Revolving Loans on the Closing Date and the obligation of the UK Agent to cause the Letter of Credit Issuer to issue or continue any Letter of Credit on the Closing Date are subject to the following conditions precedent having been satisfied or waived in a manner satisfactory to each UK Agent and each UK Lender:

             (a) This Agreement and the other Loan Documents, including, without limitation and for the avoidance of doubt, the UK Loan Documents shall have been executed by each party thereto and each Credit Party shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by such Credit Party before or on such Closing Date.

             (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement, the Fee Letter or the UK Credit Agreement) and calculated as if all its obligations were current (consistent with past practice), Total Excess Availability shall be at least the Dollar Equivalent of $15,000,000.

             (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date.

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(d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date.
(e) The Agents and the Lenders shall have received such opinions of counsel for the Credit Parties as the Agents or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agents, the Lenders, and their respective counsel.
(f) The Administrative Agent and the UK Agent shall have received:
	(i) acknowledgment copies, verification statements, or certified copies of proper financing statements or similar filings, duly filed on or before the Closing Date (except in the case of filings in the United Kingdom, which shall be duly filed within 21 days after the Closing Date) under the UCC of all applicable jurisdictions or the Companies Act that the Administrative Agent or the UK Agent may deem necessary or desirable in order to perfect and/or continue the Agents’ Liens;
	(ii) duly executed UCC-3 Termination Statements, financing change statements, voluntary discharges and such other instruments, in form and substance satisfactory to the Administrative Agent or the UK Agent, as applicable, as shall be necessary to terminate and satisfy all Liens on the property of the Borrowers and their respective Subsidiaries except Permitted Liens; and
	(iii) all certificates evidencing the Capital Stock and Instruments required to be pledged pursuant to the Loan Documents.
(g) The Borrowers shall have paid all fees payable to the Agents and the Lenders, all reasonable expenses of the Agents and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced.
(h) The Agents shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agents, of all insurance coverage as required by the Credit Agreements.
(i) The Administrative Agent and the UK Agent shall have had an opportunity, if it so chooses, to examine the books of account and other records and files of the Credit Parties and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification and status of Inventory, Accounts, the US Borrowing Base and the UK Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Administrative Agent, the UK Agent and the Lenders in all respects.

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          (j) The Credit Parties shall have established a cash management system acceptable to the Administrative Agent and UK Agent and the Applicable Security Agents, as required pursuant to Section 7.29 hereof.

          (k) The Lenders shall be satisfied that each Borrower is Solvent and shall have received a certificate from each Borrower, in form and substance satisfactory to the Administrative Agent and UK Agent confirming the same.

          (l) No Material Adverse Effect shall have occurred since September 30, 2005.

          (m) There shall exist no action, suit, investigation, litigation, or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that in the Administrative Agent’s and UK Agent’s judgment (a) could reasonably be expected to have a Material Adverse Effect or which could impair Borrowers’ ability to perform satisfactorily under the Total US Facility or the Total UK Facility, or (b) could reasonably be expected to materially and adversely affect the Total US Facility or the Total UK Facility or the transactions contemplated thereby.

          (n) All proceedings taken in connection with the execution of this Agreement, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Administrative Agent and UK Agent and the Lenders.

          (o) The Subordinated Note Agreement shall have been amended to permit the incurrence of $260,000,000 of “Senior Debt” and “Designated Senior Debt” under this Agreement and the US Credit Agreement, all on terms satisfactory to the Administrative Agent and UK Agent.

          (p) On the Closing Date, the Borrowers shall have repaid in full all Existing Term Loans under the Existing UK Credit Agreement and the Existing US Credit Agreement.

          (q) Without limiting the generality of the items described above, the Borrowers and each Person guarantying or securing payment of the Obligations shall have delivered or caused to be delivered to the Administrative Agent and UK Agent (in form and substance reasonably satisfactory to the Administrative Agent and UK Agent), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Administrative Agent and UK Agent to the Borrowers prior to the Closing Date.

          (r) [Intentionally deleted].

          (s) No material disruption of or material adverse change in conditions in the financial, banking or capital markets shall exist that the Agents or the

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Lenders, in their good faith judgment, deem material in connection with the syndication of the Aggregate Commitments.

                    (t) The delivery to the UK Agent of the UK Supplemental Agreement to the UK Properties Report on Title.

                    (u) An undertaking from UK Borrower’s Counsel addressed to the UK Agent dealing with (amongst other things) the registration of the security created by the UK Debenture over the UK Properties and any other related security.

                    (v) The Lenders shall be satisfied with all environmental aspects relating to each Borrower and their business, including all environmental reports as may be required by the Lenders.

                    (w) Each Credit Party shall have obtained all governmental and third party consents and approvals as may be necessary or appropriate in connection with the Loan Documents and the transactions contemplated thereby.

                    (x) The Administrative Agent shall have received a duly executed original of a Notice of Borrowing, dated the Closing Date, with respect to each of the U.S. Revolving Loans requested by the US Borrower Representative and the UK Revolving Loans requested by the UK Borrower Representative on the Closing Date which US Revolving Loans and UK Revolving Loans shall be utilized to repay the Existing Term Loans in full on the Closing Date.

                    (y) The Administrative Agent and the UK Agent shall have received the Financial Statements required to be delivered pursuant to Sections 5.2(a), 5.2(b) and 5.2(c) of the Existing US Credit Agreement for the Parent Guarantor and its consolidated US Subsidiaries as well as such other historical financial statements and projections with respect to the US Borrower as the Administrative Agent and the UK Agent deems appropriate, all in form and substance acceptable to Administrative Agent and the UK Agent.

                    (z) The Agents shall have received the duly executed and delivered Existing Term Lender Exit Consent.

                    The acceptance by any UK Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the UK Borrowers to the effect that all of the conditions precedent to the making of such UK Revolving Loans or the issuance of such Letters of Credit have been satisfied or waived, with the same effect as delivery to the Administrative Agent and the UK Lenders of a certificate signed by a Responsible Officer of the UK Borrowers, dated the Closing Date, to such effect.

                    Execution and delivery to the Administrative Agent by a UK Lender of a counterpart of this Agreement shall be deemed confirmation by such UK Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender and (ii) all documents sent to such UK Lender for approval consent, or satisfaction were acceptable to such UK Lender.

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                    8.2 Conditions Precedent to Each Loan. The obligations of the UK Lenders to make each Loan, including any UK Revolving Loans, as applicable on the Closing Date, and the obligation of the UK Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit:

(a) The following statements shall be true, and the acceptance by a UK Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Administrative Agent and the Lenders of a certificate signed by a Responsible Officer of the UK Borrower Representative, dated the date of such extension of credit, stating that:
	(i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date (which shall have been true and correct in all material respects as of such date) and except to the extent the UK Agent and the UK Lenders have been notified in writing by UK Borrower Representative that any representation or warranty is not correct and the UK Required Lenders have explicitly waived in writing compliance with such representation or warranty; and
	(ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and
	(iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect.
(b) No such UK Borrowing shall exceed UK Availability or cause the Aggregate Outstandings to exceed the Total Excess Availability (with Total Excess Availability for this purpose only calculated as if Aggregate Outstandings, US Aggregate Outstandings and UK Aggregate Outstandings were equal to zero);

provided, however, that each of the foregoing conditions precedent are not conditions to each UK Lender participating in or reimbursing the Bank or the Administrative Agent for such UK Lenders’ Pro Rata Share of any Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.2(h) or (i).

ARTICLE 9
DEFAULT; REMEDIES

                    9.1 Events of Default. It shall constitute an event of default (“Event of Default”) if any one or more of the following shall occur for any reason:

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          (a) any failure by any Borrower to pay the principal of any of its Obligations when due, whether on demand or otherwise, or failure by any Borrower to pay any interest on any of its Obligations or any fee or other amount owing under either Credit Agreement or under any other Loan Document when due, whether upon demand or otherwise, and if such amount is not paid by a charge to the Loan Account of the Applicable Borrowers, such failure (with respect to any Obligation other than the payment of principal) is not cured by the payment in full within 2 Applicable Business Days from the due date;

          (b) any representation or warranty made or deemed made by any Credit Party in either Credit Agreement or in any of the other Loan Documents, any Financial Statement, or any certificate furnished by any Credit Party at any time to any Agent or any Lender shall prove to be untrue in any material respect as of the date on which made, deemed made, or furnished;

          (c) (i) any default shall occur in the observance or performance of any of the covenants and agreements contained in Sections 5.2(k), 7.2, 7.5, 7.8 through 7.15, inclusive, 7.17 through 7.19, inclusive and 7.21 through 7.36, inclusive, of the US Credit Agreement and the UK Credit Agreement, Section 11 of the Security Agreement or Section 5 of the UK Debenture, (ii) any default shall occur in the observance or performance of any of the covenants and agreements contained in Sections 5.2 (other than 5.2(k)) or 5.3 of the US Credit Agreement or the UK Credit Agreement and such default shall continue for three (3) days or more; or (iii) any default shall occur in the observance or performance of any of the other covenants or agreements contained in any other Section of either Credit Agreement or any other Loan Document, or any other agreement entered into at any time to which any Credit Party and any Agent or any Lender are party (including in respect of any Bank Products) and such default shall continue for fifteen (15) days or more;

          (d) any default shall occur with respect to any Debt (other than the Obligations) of any Credit Party or any of its Subsidiaries in an outstanding principal amount which exceeds the Dollar Equivalent of $5,000,000, or under any agreement or instrument under or pursuant to which any such Debt may have been issued, created, assumed, or guaranteed by any Credit Party or any of its Subsidiaries, and such default shall continue for more than the period of grace, if any, therein specified, if the effect thereof (with or without the giving of notice or further lapse of time or both) is to accelerate, or to permit the holders of any such Debt to accelerate, the maturity of any such Debt; or any such Debt shall be declared due and payable or be required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof;

          (e) any Credit Party or any of its Subsidiaries shall (i) file a voluntary petition in bankruptcy or file a voluntary petition or application or an answer or otherwise commence any action or proceeding seeking reorganization, arrangement, consolidation, compromise or readjustment of its debts or seeking a stay which has the effect of staying any creditor or for any other relief under the

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federal Bankruptcy Code, as amended, or under any other bankruptcy, insolvency, liquidation, winding-up, corporate or similar, equivalent, or applicable act or law, state, federal, provincial or foreign, in any jurisdiction, now or hereafter existing, or consent to, approve of, or acquiesce in, any such petition, action or proceeding; (ii) apply for or acquiesce in the appointment of an interim receiver, a receiver, a receiver and manager, assignee, liquidator, sequestrator, custodian, monitor, administrator, trustee or similar officer for it or for all or any part of its property; (iii) make an assignment for the benefit of creditors; or (iv) be unable generally to pay its debts as they become due;

          (f) an involuntary petition shall be filed or application made or an action or proceeding otherwise commenced seeking reorganization, arrangement, consolidation, compromise, or readjustment of the debts of any Credit Party or any of its Subsidiaries or for any other relief under the federal Bankruptcy Code, as amended, or under any other bankruptcy, insolvency, liquidation, winding up, corporate or similar, equivalent, or applicable act or law, state, federal, provincial or foreign, in any jurisdiction, now or hereafter existing and such petition or proceeding shall not be dismissed within sixty (60) days after the filing or commencement thereof or an order of relief shall be entered with respect thereto;

          (g) an interim receiver, administrator, administrative receiver, receiver, assignee, liquidator, sequestrator, custodian, monitor, trustee or similar officer for any Credit Party or any of its Subsidiaries or for all or any part of its property shall be appointed or a warrant of attachment, execution or similar process shall be issued in any jurisdiction against any part of the property of any Credit Party or any of their respective Subsidiaries;

          (h) any Credit Party shall file a certificate of dissolution or like process under applicable state, federal, provincial or foreign, law or shall be liquidated, dissolved or wound-up or shall commence or have commenced against it any action or proceeding for dissolution, winding-up or liquidation, or shall take any corporate action in furtherance thereof except for the dissolution of any Non-Guarantor Subsidiary or as otherwise permitted by this Agreement;

          (i) all or any material part of the property of any Credit Party or any of its Subsidiaries shall be nationalized, expropriated or condemned, seized or otherwise appropriated, or custody or control of such property or of any Credit Party or such Subsidiary shall be assumed by any Governmental Authority or any court of competent jurisdiction at the instance of any Governmental Authority, except where contested in good faith by proper proceedings diligently pursued where a stay of enforcement is in effect;

          (j) any Loan Document shall be terminated, revoked or declared void or invalid or unenforceable by a court of competent jurisdiction or the enforceability thereof is challenged by any Credit Party or any of its Subsidiaries or any other obligor;

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          (k) one or more judgments, orders, decrees or arbitration awards is entered against any Credit Party or any of its respective Subsidiaries involving, in the aggregate, liability (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) as to any single or related or unrelated series of transactions, incidents or conditions, of the Dollar Equivalent of $5,000,000 or more, and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of thirty (30) days after the entry thereof;

          (l) any loss, theft, damage or destruction of any item or items of Collateral or other property of any Credit Party or any of its Subsidiary occurs which could reasonably be expected to cause a Material Adverse Effect and is not adequately covered by insurance;

          (m) there is filed against any Credit Party or any of its Subsidiaries any action, suit or proceeding under any federal or state racketeering statute (including the Racketeer Influenced and Corrupt Organization Act of 1970), which action, suit or proceeding (i) is not dismissed within one hundred twenty (120) days, and (ii) could reasonably be expected to result in the confiscation or forfeiture of any material portion of the Collateral;

          (n) for any reason other than the failure of the Applicable Security Agent to take any action available to it to maintain perfection of the Applicable Agents’ Liens, pursuant to the Loan Documents, any Loan Document ceases to be in full force and effect or any Lien with respect to any material portion of the Collateral intended to be secured thereby ceases to be, or is not, valid, perfected and prior to all other Liens (other than Permitted Liens) or is terminated, revoked or declared void by a court of competent jurisdiction;

          (o) an ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Credit Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Dollar Equivalent of $1,000,000; (ii) the aggregate amount of Unfunded Pension Liability among all Pension Plans at any time exceeds the Dollar Equivalent of $1,000,000; or (iii) any Borrower or any of its ERISA Affiliates shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Dollar Equivalent of $1,000,000;

          (p) there occurs a Change in Control;

          (q) there occurs an event having a Material Adverse Effect;

          (r) (i) any UK Credit Party is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason

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of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; (ii) the value of the assets of any UK Credit Party is less than its liabilities (taking into account contingent and prospective liabilities); or (iii) a moratorium is declared in respect of any indebtedness of any UK Credit Party;

          (s) any corporate action, legal proceedings, application, petition or other procedure or step is taken in relation to: (i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise and including, without limitation, under or in connection with Chapter 11 of the United States Bankruptcy Code) of any UK Credit Party; (ii) a composition, assignment or arrangement with any creditor of any UK Credit Party; (iii) the appointment of a liquidator, receiver, examiner, administrator, administrative receiver, compulsory manager or other similar officer in respect of any UK Credit Party or any of its assets; or (iv) enforcement of any lien over any assets of any UK Credit Party, (v) or any analogous procedure or step is taken in any jurisdiction; or

          (t) there occurs any Event of Default under or in connection with the US Credit Agreement.

                         9.2 Remedies.

                    (a) (i) Subject to clauses (iv) and (v) below, if a Default or an Event of Default exists: (A) the Administrative Agent under the US Credit Agreement and the UK Agent under the UK Credit Agreement may, in their collective discretion, and shall, at the direction of the Required Lenders, without notice to or demand on the Borrowers or any other Credit Party reduce the Maximum Amount; (B) the Administrative Agent, in its capacity as Administrative Agent under the US Credit Agreement, may, in its discretion, and shall, at the direction of the US Required Lenders (I) reduce the Maximum US Amount and/or the advance rates against Eligible Accounts and/or Eligible Rental Fleet Assets and/or Eligible Machinery and Equipment and/or Eligible Sales Inventory used in computing the US Borrowing Base or reduce one or more of the other elements used in computing the US Borrowing Base; (II) restrict the amount of or refuse to make US Revolving Loans to one or more of the US Borrowers; and (III) restrict or refuse to provide Letters of Credit or Credit Support to one or more of the US Borrowers; or (C) the UK Agent, in its capacity as UK Agent under the UK Credit Agreement, may, in its discretion, and shall, at the direction of the UK Required Lenders shall (I) reduce the Maximum UK Amount and/or the advance rates against Eligible Accounts and/or Eligible Rental Fleet Assets and/or Eligible Machinery and Equipment and/or Eligible Sales Inventory used in computing the UK Borrowing Base or reduce one or more of the other elements used in computing the UK Borrowing Base; (II) restrict the amount of or refuse to make UK Revolving Loans to one or more of the UK Borrowers; and (III) restrict or refuse to provide Letters of Credit or Credit Support to one or more of the UK Borrowers.

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                                    (ii) If an Event of Default exists, the Administrative Agent, in its capacity as Administrative Agent under the US Credit Agreement, may, in its discretion, and shall, at the direction of the US Required Lenders, do one or more of the following, in addition to the actions described in the preceding sentence, at any time or times and in any order, without notice to or demand on the US Borrowers or any other Credit Party: (A) terminate the US Commitments with respect to the Total US Facility and the US Credit Agreement; (B) declare any or all US Obligations of the US Borrowers to be immediately due and payable; provided, however, that upon the occurrence of any Event of Default described in Sections 9.1(e), 9.1(f), 9.1(g) or 9.1(h) of the US Credit Agreement with respect to any US Borrower, the US Commitments shall automatically and immediately expire and all US Obligations shall automatically become immediately due and payable without notice or demand of any kind; (C) require the US Borrowers to cash collateralize all US Letter of Credit Obligations outstanding under the US Credit Agreement; and (D) pursue its other rights and remedies under the US Loan Documents and applicable law.

                                    (iii) If an Event of Default exists, the UK Agent, in its capacity as UK Agent under the UK Credit Agreement, may, in its discretion, and shall, at the direction of the UK Required Lenders, do one or more of the following, in addition to the actions described in the preceding sentence, at any time or times and in any order, without notice to or demand on the UK Borrowers or any other Credit Party: (A) terminate the UK Commitments with respect to the Total UK Facility, and Agreement; (B) declare any or all UK Obligations of the UK Borrowers to be immediately due and payable; (C) require the UK Borrowers to cash collateralize all Letter of Credit Obligations outstanding under the UK Credit Agreement; and (D) pursue its other rights and remedies under the UK Loan Documents and applicable law.

                         (b) If an Event of Default has occurred and is continuing and without prejudice to all or any rights it may otherwise have under the laws of any jurisdiction or under the terms of any other Loan Document: (i) the UK Security Trustee shall have for the benefit of the UK Agents and the UK Lenders, in addition to all other rights of the UK Agents and the UK Lenders, the rights and remedies of a secured party under the UK Loan Documents and the Companies Act; (ii) the UK Agent may, at any time, take possession of any or all of the UK Collateral and keep it on the applicable UK Credit Party’s premises, at no cost to the UK Agent, any UK Agent or any UK Lender, or remove any part of it to such other place or places as the UK Agent may desire; and (iii) the UK Agent may sell and deliver any UK Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the UK Agent deems advisable, in its sole discretion, and may, if the UK Agent deems it reasonable, postpone or adjourn any sale of the UK Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Without in any way requiring notice to be given in the following manner, the UK Borrowers agree that any notice by the UK Agent of sale, disposition or other intended action hereunder or in connection herewith, whether required by applicable laws or otherwise, shall constitute reasonable notice to the US Borrowers if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least five UK Business Days prior to such action to the UK Borrowers’ address specified in or pursuant to Section 13.8 of the UK Credit Agreement. If any UK Collateral is sold on terms other than payment in full at the time of sale, no

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credit shall be given against the UK Obligations until the UK Agent or the UK Lenders receive payment, and if the buyer defaults in payment, the UK Agent may resell the UK Collateral without further notice to the Borrowers. In the event the UK Agent seeks to take possession of all or any portion of the UK Collateral by judicial process, the UK Borrowers irrevocably waive: (A) the posting of any bond, surety or security with respect thereto which might otherwise be required; (B) any demand for possession prior to the commencement of any suit or action to recover the Collateral; and (C) any requirement that the UK Security Trustee retain possession and not dispose of any UK Collateral until after trial or final judgment. The UK Borrowers agree that the UK Security Trustee has no obligation to preserve rights to the UK Collateral or marshal any UK Collateral for the benefit of any Person. The UK Agent is hereby granted a license or other right to use, without charge, the UK Borrowers’ labels, patents, copyrights, name, industrial designs, trade secrets, trade names, trademarks, and advertising matter, or any similar property, in completing production of, advertising or selling any UK Collateral, and such UK Borrowers’ rights under all licenses and all franchise agreements shall inure to the UK Security Trustee’s benefit for such purpose. The proceeds of sale of the UK Collateral of any UK Obligor shall be applied first to all expenses of sale, including attorneys’ fees, and then to the Obligations of such UK Obligor. The UK Security Trustee will return any excess to the UK Borrowers and the UK Credit Parties shall remain liable for any deficiency.

                         (c) If an Event of Default occurs, the UK Borrowers hereby waive all rights to notice and hearing prior to the exercise by the UK Security Trustee of the UK Security Trustee’s rights to repossess the Collateral without judicial process or to reply, attach or levy upon the UK Collateral without notice or hearing.

ARTICLE 10
TERM AND TERMINATION

                    10.1 Term and Termination. The term of this Agreement shall end on the Stated Termination Date unless sooner terminated in accordance with the terms hereof. The Administrative Agents upon direction from the Required Lenders may terminate the UK Commitments under this Agreement without notice upon the occurrence of an Event of Default. Upon the effective date of termination of this Agreement for any reason whatsoever, all UK Obligations (including all unpaid principal, accrued and unpaid interest and any early termination or prepayment fees or penalties) shall become immediately due and payable and the Applicable Borrower shall immediately arrange for the cancellation and return of Letters of Credit then outstanding. Notwithstanding the termination of this Agreement, until all Obligations are paid and performed in full in cash, each UK Borrower shall remain bound by the terms of this Agreement and shall not be relieved of any of its Obligations hereunder or under any other Loan Document, and the Agents and the Lenders shall retain all their rights and remedies hereunder (including the Agents’ Liens in and all rights and remedies with respect to all then existing and after-arising Collateral).

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ARTICLE 11
AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS

                    11.1 Amendments and Waivers.

(a) No amendment or waiver of any provision of this Agreement or any other Loan Document, including, without limitation, the US Credit Agreement and the US Loan Documents, and no consent with respect to any departure by the Credit Parties therefrom shall be effective unless the same shall be consented to in writing by the Required Lenders and executed by the Applicable Required Lenders (or by the Responsible Agent at the written request of the Applicable Required Lenders) and the Applicable Borrowers and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
(b) No amendment or waiver of any provision of this Agreement or any other Loan Document, including, without limitation, the US Credit Agreement and the US Loan Documents shall be effective unless the same shall be consented to in writing by 100% of the Lenders and executed by the Applicable Lenders (or by the Responsible Agent at the written request of the Applicable Lenders and the Applicable Borrowers), if such waiver, amendment or consent shall do any of the following:
	(i) increase or extend the US Commitment or the UK Commitment;
	(ii) postpone or delay any date fixed by this Agreement or any other Loan Document, for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document, including, without limitation, the US Credit Agreement;
	(iii) reduce the principal of, or the rate of interest specified herein on any Loan, or any fees or other amounts payable hereunder or under any other Loan Document, including, without limitation, the US Credit Agreement;
	(iv) change the percentage of the US Commitments, the UK Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Lenders or any of them to take any action hereunder or under any other Loan Document;
	(v) increase any of the percentages set forth in the definition of the US Borrowing Base or the UK Borrowing Base (other than as the result of delivery of new Appraisals);
	(vi) amend this Section 11.1 or any provision of this Agreement or the US Credit Agreement providing for consent or other action by all Lenders;

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          (vii) release any Guaranties other than as permitted by Section 12.10;

          (viii) change the definition of “Required Lenders”, “US Required Lenders”, “UK Required Lenders” or “Pro Rata Share;”

          (ix) increase the Maximum Amount, the Maximum US Amount, the Maximum UK Amount, the Maximum Consolidated Borrowing Base Amount or the Letter of Credit Subfacility; or

          (x) release any Collateral other than as permitted by Section 12.11 hereof and Section 12.11 of the US Credit Agreement.

provided, however, that the Responsible Agent may, in its sole discretion and notwithstanding the limitations contained in clauses (v) and (ix) above and any other terms of this Agreement, make Agent Advances in accordance with Section 1.2(i) hereof or Section 1.2(i) of the US Credit Agreement and, provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Responsible Agent, affect the rights or duties of the Responsible Agent under this Agreement or any other Loan Document and provided further, that Schedule 1 hereto and Schedule 1 to the US Credit Agreement may be amended from time to time by the Responsible Agent alone to reflect assignments of US Commitments and the UK Commitments or increases or decreases in US Commitments and UK Commitments in accordance herewith and the US Credit Agreement.

	(c) [Intentionally deleted]
	(d) [Intentionally deleted]
	(e) [Intentionally deleted]
	(f) [Intentionally deleted]
(g) If, in connection with any proposed amendment, waiver or consent (a “Proposed Change”) requiring the consent of all Lenders, the consent of Required Lenders is obtained, but the consent of other UK Lenders is not obtained (any such Lender whose consent is not obtained as described in this clause and being referred to as a “Non-Consenting UK Lender”), then, so long as the UK Agent is not a Non-Consenting UK Lender, at the UK Borrower Representative’s request, the UK Agent or an Eligible Transferee shall have the right (but not the obligation) with the UK Agent’s approval, to purchase from the Non-Consenting UK Lenders, and the Non-Consenting UK Lenders agree that they shall sell, all the Non-Consenting UK Lenders’ US Commitments and UK Commitments and/or US Revolving Loans and UK Revolving Loans (including, for the avoidance of doubt, all of such Non-Consenting US Lender’s UK Commitments and UK Revolving Loans by way of a UK Transfer Agreement) for an amount equal to the principal balances of such Loans and all accrued interest and fees with respect thereto through the date of sale pursuant to the UK Transfer Agreement(s), without premium or discount.

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	(h) [Intentionally deleted]
	(i) [Intentionally deleted]
(j) Notwithstanding any of the foregoing, no amendment or waiver of to Section 1.7 of this Agreement shall be effective unless the same shall be consented to in writing by 100% of the UK Revolver Participants and the UK Fronting Lender and executed by such parties.

                    11.2 Transfers; Participations.

                    (a) Any UK Lender may, with the written consent of the UK Agent (which consent, in each case, shall not be unreasonably withheld), transfer by novation any of its rights and obligations to one or more Eligible Transferees (provided that no consent of the UK Agent shall be required in connection with any novation by a UK Lender to an Affiliate of such Lender) (each a “Transferee”) all, or any ratable part of all, of the UK Revolving Loans, the UK Commitments and the other rights and obligations of such UK Lender hereunder, in the case of the UK Revolver Loans, in a minimum amount of the Sterling Equivalent of $10,000,000 (provided that, unless a transferring UK Lender has novated all of its rights and obligations with respect to all of its Revolving Loans (including its US Revolving Loans and UK Revolving Loans) and/or Aggregate Commitments (including its UK Commitments and US Commitments), no such novation shall be permitted unless, after giving effect thereto, such transferring UK Lender retains a Commitment in a minimum amount of the Sterling Equivalent of $20,000,000 and provided further that any such transfer shall effect a novation of a ratable part of such UK Lender’s Aggregate Commitments and other rights and obligations); provided, however, that the UK Borrowers and the UK Agent may continue to deal solely and directly with such UK Lender in connection with the interest so to a Transferee until (i) written notice of such transfer, together with payment instructions, addresses and related information with respect to the Transferee, shall have been given to the UK Borrowers and the UK Agent by such UK Lender and the Transferee; (ii) such UK Lender and its Transferee shall have delivered to the UK Borrowers and the UK Agent a UK Transfer Agreement in the form of Exhibit F (“UK Transfer Agreement”) together with any note or notes subject to such transfer and (iii) the assignor UK Lender or Transferee has paid to the UK Agent a processing fee in the amount of $3,500 and; provided further that no such assignment shall be effective unless and until the transferor UK Lender, in its capacity as a US Lender, shall also have assigned a pro rata portion of its interest in its US Loans and/or US Commitments under the US Credit Facility pursuant to and in accordance with Section 11.2(a) of the US Credit Facility and delivered to the Administrative Agent an Assignment and Acceptance with respect to such assignment. The UK Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the UK Agent to evidence transfers of the US Loans, the UK Revolving Loans, the US Commitments and the UK Commitments in accordance herewith.

                    (b) From and after the date that the UK Agent notifies the transferor UK Lender that it has received the executed UK Transfer Agreement and the

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Administrative Agent has received the executed Assignments and Acceptance required hereby and payment of the above-referenced processing fee, and (i) the Transferee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation of a UK Lender to participate in Letters of Credit and Credit Support, have been transferred to it by way of novation to it pursuant to such UK Transfer Agreement, shall have the rights and obligations of a UK Lender under the Loan Documents, and (ii) the transferor UK Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been transferred by it by way of novation pursuant to such UK Transfer Agreement, relinquish its rights and be released from its obligations under this Agreement (and in the case of a UK Transfer Agreement covering all or the remaining portion of a transferor UK Lender’s rights and obligations under this Agreement, such UK Lender shall cease to be a party hereto).

                    (c) By executing and delivering a UK Transfer Agreement, the transferor UK Lender thereunder and the Transferee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such UK Transfer Agreement, such transferor UK Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any UK Borrower or any of its Subsidiaries to the UK Agent or any UK Lender in the Collateral; (ii) such transferor UK Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or any of its Subsidiaries or the performance or observance by any Credit Party or any of its Subsidiaries of any of their respective obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Transferee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such UK Transfer Agreement; (iv) such Transferee will, independently and without reliance upon the UK Agent, such transferring UK Lender or any other UK Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Transferee appoints and authorizes the UK Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the UK Agent by the terms hereof, together with such powers, including the discretionary rights and incidental power, as are reasonably incidental thereto; and (vi) such Transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a UK Lender.

                    (d) Immediately upon satisfaction of the requirements of Section 11.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Transferee and the resulting adjustment of the UK Commitments arising therefrom. The UK Commitment, if any, allocated to each Transferee shall reduce such UK Commitments of the transferor UK Lender pro tanto.

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                    (e) Any UK Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of the Borrowers (a “Participant”) participating interests in any UK Revolving Loans, the UK Commitment of that Lender and the other interests of that Lender (the “originating UK Lender”) hereunder and under the other UK Loan Documents; provided, however, that (i) the originating UK Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating UK Lender shall remain solely responsible for the performance of such obligations, (iii) the UK Borrowers and the UK Agents shall continue to deal solely and directly with the originating UK Lender in connection with the originating UK Lender’s rights and obligations under this Agreement and the other UK Loan Documents, and (iv) no UK Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document except the matters set forth in Section 11.1(b) (i), (ii) and (iii), and all amounts payable by the UK Borrowers hereunder shall be determined as if such UK Lender had not sold such participation; provided further that no such sale of a participating interest shall be effective unless and until the originating UK Lender, in its capacity as a US Lender, shall also have sold a pro rata participating portion of its interest in its US Loans and/or US Commitments under the US Facility pursuant to and in accordance with Section 11.2(e) of the US Credit Agreement, Notwithstanding the foregoing, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a UK Lender under this Agreement.

                    (f) Notwithstanding any of the other provisions of this Agreement, no transfer, novation, assignment or participation by any UK Revolver Participant of any of its UK Revolver Participant Commitment shall be made or permitted without the prior written consent of the UK Fronting Lender.

                    (g) Notwithstanding any of the other provisions of this Agreement, the UK Fronting Lender shall be entitled to transfer, novate, assign or participate the UK Revolver Participant Commitment of any Defaulting Participant without the consent of such Defaulting Participant. Each UK Revolver Participant hereby authorizes the UK Fronting Lender (upon such UK Revolver Participant becoming a Defaulting Participant) to execute such documents and instruments on its behalf as may be necessary to transfer, novate, assign or participate such Defaulting Participant’s UK Revolver Participant Commitment.

ARTICLE 12
THE UK AGENT; UK SECURITY TRUSTEE; UK AGENTS; UK FRONTING LENDER

                    12.1 Appointment and Authorization. Each UK Lender hereby redesignates and reappoints Bank as its Administrative Agent, UK Agent and UK Security Trustee under this Agreement and the other Loan Documents and each UK Lender hereby irrevocably authorizes the UK Agents to take such action on its behalf under the provisions of this Agreement and each

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other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The UK Agents agree to act as such on the express conditions contained in this Article 12. The provisions of this Article 12 are solely for the benefit of the UK Agents and the UK Lenders and the Credit Parties shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the UK Agents shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the UK Agents have or be deemed to have any fiduciary relationship with any UK Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the UK Agents. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any UK Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each UK Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which an Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the UK Borrowing Base, (b) the making of Agent Advances pursuant to Section 1.2(i), and (c) the exercise of remedies pursuant to Section 92, and any action so taken or not taken shall be deemed consented to by the Lenders. For the avoidance of doubt, nothing contained in this Agreement constitutes the UK Funding Lender as agent, fiduciary or trustee for the UK Revolver Participants.

                    12.2 Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No UK Agent shall be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

                    12.3 Liability of Agent. (a) None of the Agent-Related Persons shall with respect to any of the Lenders and (b) the UK Fronting Lender shall not (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by any UK Borrower or any Subsidiary or Affiliate of any UK Borrower, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by any UK Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any UK Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any UK Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained

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in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of such UK Borrower or any of the UK Borrowers’ Subsidiaries or Affiliates.

                    12.4 Reliance by Each Agent. Each UK Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, or telex, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by such UK Agent. Each UK Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each UK Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or all Lenders if so required by Section 11.1) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the UK Lenders.

                    12.5 Notice of Default. No UK Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless such UK Agent shall have received written notice from a Lender or the UK Borrower Representative referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” Each UK Agent will notify the UK Lenders of its receipt of any such notice. Each UK Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required UK Lenders; provided, however, that unless and until such UK Agent has received any such request, such UK Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

                    12.6 Credit Decision. Each UK Lender acknowledges (including each UK Revolver Participant) that none of the Agent-Related Persons has made arty representation or warranty to it, and that no act by any UK Agent hereinafter taken, including any review of the affairs of the UK Borrowers and their Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any UK Lender. Each UK Lender (including each UK Revolver Participant) represents to each UK Agent (and each UK Revolver Participant represents to the UK Fronting Lender) that it has, independently and without reliance upon any Agent-Related Person or the UK Fronting Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the UK Borrowers and their Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the UK Borrowers. Each UK Lender also represents that it will, independently and without reliance upon any Agent-Related Person (or the UK Fronting Lender) and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform

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itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the UK Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to the UK Lenders by a UK Agent, such UK Agent shall not have any duty or responsibility to provide any UK Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Credit Parties or any of their Subsidiaries which may be or come into the possession of any of the Agent-Related Persons.

                    12.7 Indemnification. Whether or not the transactions contemplated hereby are consummated, (a) the UK Lenders shall indemnify upon demand the Agent-Related Persons and (b) the UK Revolver Participants shall indemnify on demand the UK Fronting Lender, (to the extent not reimbursed by or on behalf of the UK Borrowers and without limiting the obligation of the Borrowers to do so), in accordance with their Pro Rata Shares, from and against any and all Indemnified Liabilities as such term is defined in Section 13.11 and any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) related to or resulting from any claim or the assertion of any defense based on equitable subordination; provided, however, that no (i) UK Lender shall be liable for the payment to the Agent-Related Persons or (ii) UK Revolver Participant shall be liable for the payment to the UK Fronting Lender of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct. Without limitation of the foregoing, each UK Lender shall reimburse each UK Agent and each UK Revolver Participant shall reimburse the UK Fronting Lender upon demand for its Pro Rata Share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by such UK Agent or the UK Fronting Lender (as applicable) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent such the UK Agent or UK Fronting Lender (as applicable) is not reimbursed for such expenses by or on behalf of the UK Borrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of any UK Agent or UK Fronting Lender.

                    12.8 Agent in Individual Capacity. The Bank and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Borrowers and their Subsidiaries and Affiliates as though the Bank were not a UK Agent hereunder and without notice to or consent of the UK Lenders. The Bank or its Affiliates may receive information regarding the Borrowers, their Affiliates and Account Debtors (including information that may be subject to confidentiality obligations in favor of the Borrowers or their Affiliates) and acknowledge that each UK Agent and the Bank shall be under no obligation to provide such information to them. With respect to its UK Revolving Loans, the Bank shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” include the Bank in its individual capacity.

                    12.9 Successor Agent. Each UK Agent may resign as UK Agent upon at least 30 days’ prior notice to the Lenders and the Applicable Borrower Representative, such

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resignation to be effective upon the acceptance of a successor agent to its appointment as the appropriate Agent; provided that, prior to the occurrence and continuation of a Default or Event of Default, the UK Agent shall not resign unless the Bank shall also resign as Administrative Agent under the US Credit Agreement. In the event the Bank sells all of its Aggregate Commitment and Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio containing this Agreement, the Bank shall resign as Agent and such purchaser or transferee shall become the successor Administrative Agent, UK Agent or UK Security Trustee, as applicable, in each respective capacity, hereunder. Subject to the foregoing, if any UK Agent resigns under this Agreement, the Required Lenders shall appoint from among the UK Lenders a successor agent in such capacity for the UK Lenders. If no successor agent is appointed prior to the effective date of the resignation of an UK Agent, such UK Agent may appoint, after consulting with the UK Lenders and the Borrower, a successor agent in such capacity from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the relevant retiring Agent and the term “Administrative Agent”, “UK Agent” or “UK Security Trustee”, as applicable, shall mean such successor agent and the retiring UK Agent’s appointment, powers and duties as such a UK Agent shall be terminated. After any retiring UK Agent’s resignation hereunder as a UK Agent, the provisions of this Article 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was UK Agent under this Agreement.

                    12.10 [Reserved]

                    12.11 Collateral Matters and Release of Guaranties.

                    (a) The UK Lenders hereby irrevocably authorize the UK Security Trustee, at its option and in its sole discretion, to release any Agents’ Liens upon any UK Collateral (i) upon the termination of the UK Commitments and payment and satisfaction in full by UK Borrowers of all UK Revolving Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit or the provision of cash collateral or a Supporting Letter of Credit pursuant to Section 1.4(g) hereof and Section 1.4(g) of the US Credit Agreement (whether or not any of such obligations are due) and all other Obligations; (ii) constituting property being sold or disposed of if the UK Borrower Representative certifies to the UK Security Trustee that the sale or disposition is made in compliance with Section 7.9 (and the UK Security Trustee may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which the Credit Parties owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to a Credit Party under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the UK Security Trustee will not release any of the Applicable Agents’ Liens without the prior written authorization of the Lenders; provided that the UK Security Trustee may, in its discretion, release the Agents’ Liens on Collateral valued in the aggregate (including all US Collateral so released under the US Credit Agreement) not in excess of the Sterling Equivalent of $2,000,000 in the aggregate for all Borrowers during each Fiscal Year without the prior written authorization of any Lenders and the UK Security Trustee may release the Applicable Agents’ Liens on Collateral valued in the aggregate

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(including all US Collateral so released under the US Credit Agreement) not in excess of the Sterling Equivalent of an additional $4,000,000 in the aggregate for all Borrowers during each Fiscal Year with the prior written authorization of Required Lenders Upon request by the UK Security Trustee or the UK Borrower Representative at any time, the UK Lenders will confirm in writing the UK Security Trustee’s authority to release any Agents’ Liens upon particular types or items of Collateral pursuant to this Section 12.11.

                    (b) Upon receipt by the Applicable Security Agent of any authorization required pursuant to Section 12.11(a) of the UK Agent’s authority to release Agents’ Liens upon particular types or items of UK Collateral, and upon at least five (5) Applicable Business Days prior written request by the UK Borrower Representative, the UK Security Trustee shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agents’ Liens upon such Collateral; provided, however, that (i) the UK Security Trustee shall not be required to execute any such document on terms which, in the UK Security Trustee’s opinion, would expose the UK Security Trustee to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

                    (c) The UK Security Trustee shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the applicable Credit Party or is cared for, protected or insured or has been encumbered, or that the UK Security Trustee’ Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the UK Security Trustee pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the UK Security Trustee may act in any manner it may deem appropriate, in its sole discretion given the UK Security Trustee’s own interest in the UK Collateral in its capacity as one of the UK Lenders and that the UK Security Trustee shall have no other duty or liability whatsoever to any UK Lender as to any of the foregoing.

                    (d) The Lenders hereby irrevocably authorize the Administrative Agent and the UK Security Trustee and UK Agent, at their option and in their sole discretion, to release any Subsidiary Guaranty: (i) upon the termination of the UK Commitments and payment and satisfaction in full by UK Borrowers of all UK Revolving Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit or the provision of cash collateral or a Supporting Letter of Credit pursuant to Section 1.4(g) hereof and Section 1.4(g) of the US Credit Agreement (whether or not any of such obligations are due) and all other Obligations; (ii) granted by any Subsidiary Guarantor which is being sold or disposed of if the UK Borrower Representative certifies to the UK Agent that the sale or

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disposition is made in compliance with Section 7.9 (and the UK Agent may rely conclusively on any such certificate, without further inquiry). Except as provided above, the UK Agent will not release any of the Subsidiary Guaranties granted by any Subsidiary Guarantor without the prior written authorization of the Lenders; provided that the UK Agent may, in its discretion, release the Subsidiary Guaranties of any Subsidiary Guarantor if such Subsidiary Guarantor shall own assets with a fair market value of less than $100,000. Upon request by the UK Agent or the UK Borrower Representative at any time, the UK Lenders will confirm in writing the UK Agent’s authority to release any Subsidiary Guaranties pursuant to this Section12.10.

                    12.12 Restrictions on Actions by Lenders; Sharing of Payments.

                    (a) Each of the UK Lenders agrees that it shall not, without the express consent of all UK Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of all UK Lenders, set off against the Obligations, any amounts owing by such UK Lender to any UK Credit Party or any accounts of a Credit Party now or hereafter maintained with such UK Lender. Each of the UK Lenders further agrees that it shall not, unless specifically requested to do so by the UK Agent, take or cause to be taken any action to enforce its rights under this Agreement or against a UK Credit Party, including the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the UK Collateral.

                    (b) If at any time or times any UK Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of UK Collateral or any payments with respect to the Obligations of any UK Obligor to such UK Lender arising under, or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such UK Lender from the Applicable Security Agent pursuant to the terms of this Agreement, or (ii) payments from the Applicable Security Agent in excess of such UK Lender’s ratable portion of all or such portion of any distributions due such UK Lender upon application of the order of payments set forth under Section 3.7 hereof by the Applicable Security Agent, such UK Lender shall promptly turn the same over to the Applicable Security Agent, in kind, and with such endorsements as may be required to negotiate the same to the Applicable Security Agent, or in same day funds, as applicable, for the account of all of the UK Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement.

                    12.13 Agency for Perfection. Each Lender hereby appoints each other UK Lender, the UK Agent and the Applicable Security Agent as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with applicable law can be perfected only by possession. Should any UK Lender (other than the UK Security Trustee) obtain possession of any such UK Collateral, such UK Lender shall notify the UK Security Trustee thereof, and, promptly upon the UK Security Trustee’s request therefor shall deliver such UK Collateral to the UK Security Trustee or in accordance with the UK Security Trustee’s instructions.

                    12.14 Payments by Responsible Agent to Applicable Lenders. All payments to be made by any UK Agent to the UK Lenders shall be made by bank wire transfer or internal

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transfer of immediately available funds to each UK Lender pursuant to wire transfer instructions delivered in writing to the UK Agent on or prior to the Closing Date (or if such UK Lender is an Transferee, on the applicable UK Transfer Agreement), or pursuant to such other wire transfer instructions as each party may designate for itself by written notice to the UK Agent. Payments shall be made in Sterling. Concurrently with each such payment, the UK Agent shall identify whether such payment (or any portion thereof) represents principal, premium or interest on the UK Revolving Loans, or otherwise. Unless the UK Agent receives notice from the UK Borrower Representative prior to the date on which any payment is due to the UK Lenders that the UK Borrowers will not make such payment in full as and when required, the UK Agent may assume that the UK Borrowers have made such payment in full to the UK Agent on such date in immediately available funds and the UK Agent may (but shall not be so required), in reliance upon such assumption, distribute to each UK Lender on such due date an amount equal to the amount then due to such UK Lender. If and to the extent the UK Borrowers have not made such payment in full to the UK Agent, each UK Lender shall repay to the UK Agent on demand such amount distributed to such UK Lender, together with interest thereon at the Bank of America Reference Rate, for each day from the date such amount is distributed to such UK Lender until the date repaid.

                    12.15 Settlement.

                    (a) (i) Each UK Lender’s (including the UK Fronting Lender as fronting lender for the UK Revolver Participants) funded portion of the UK Revolving Loans is intended by the UK Lenders (including the UK Fronting Lender as fronting lender for the UK Revolver Participants) to be equal at all times to such UK Lender’s Pro Rata Share of the outstanding UK Revolving Loans. Notwithstanding such agreement, each UK Agent, the Bank, and the other UK Lenders (including the UK Fronting Lender and each UK Revolver Participant) agree (which agreement shall not be for the benefit of or enforceable by the UK Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the UK Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions:

                                    (ii) The UK Agent shall request settlement (“Settlement”) with the UK Lenders (including the UK Fronting Lender as fronting lender for the UK Revolver Participants) on at least a weekly basis, or on a more frequent basis at UK Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan made under this Agreement, (B) for itself, with respect to each Agent Advance made under this Agreement, and (C) with respect to collections received, in each case, by notifying the UK Lenders (including the UK Fronting Lender as fronting lender for the UK Revolver Participants) of such requested Settlement in writing by telecopy or other similar form of transmission, of such requested Settlement, no later than 11:00 a.m. (London time) on the date of such requested Settlement (the “Settlement Date”). Each UK Lender (including the UK Fronting Lender as fronting lender for the UK Revolver Participants) (other than the Bank, in the case of Non-Ratable Loans and the UK Agent in the case of Agent Advances) shall transfer the amount of such UK Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to each Settlement to the UK Agent, to UK Agent’s account in Pounds Sterling not later than 11:00 a.m. (London time) on the UK Business Day following the Settlement Date

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applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the UK Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute UK Revolving Loans of such UK Lenders (including the UK Fronting Lender as fronting lender for the UK Revolver Participants). If any such amount is not transferred to the UK Agent by any UK Lender on the Settlement Date applicable thereto, the UK Agent shall be entitled to recover such amount on demand from such UK Lender (including the UK Fronting Lender as fronting lender for the UK Revolver Participants) together with interest thereon at the Bank of America Reference Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the UK Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance.

                                    (iii) Notwithstanding the foregoing, not more than one (1) UK Business Day after demand is made by the UK Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the UK Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other UK Lender (including the UK Fronting Lender as fronting lender for the UK Revolver Participants) (A) shall irrevocably and unconditionally purchase and receive from the Bank or the UK Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such UK Lender’s Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by the Bank or the UK Agent, as applicable, shall pay to the Bank or the UK Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%), in Pounds Sterling of such UK Lender’s Pro Rata Share (and in the case of the UK Fronting Lender, an amount equal to the aggregate amount of the UK Revolver Participants’ Pro Rata Share) of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the UK Agent by any UK Lender, the UK Agent shall be entitled to recover such amount on demand from such UK Lender together with interest thereon at the Bank of America Reference Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans.

                                    (iv) From and after the date, if any, on which any UK Lender (including the UK Fronting Lender as fronting lender for the UK Revolver Participants) purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (iii) above, the UK Agent shall promptly distribute to such UK Lender (including the UK Fronting Lender as fronting lender for the UK Revolver Participants), such UK Lender’s Pro Rata Share (and in the case of the UK Fronting Lender, an amount equal to the aggregate amount of the UK Revolver Participants’ Pro Rata Share) of all payments of principal and interest and all proceeds of UK Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance

                                    (v) Between Settlement Dates, the UK Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the UK

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Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the UK Revolving Loans, for application to the Bank’s UK Revolving Loans to the UK Borrowers including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s UK Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the UK Agent for the accounts of the UK Lenders, to be applied to the outstanding Revolving Loans to the UK Borrowers of such UK Lenders, an amount such that each UK Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the UK Revolving Loans to the UK Borrowers. During the period between Settlement Dates, the Bank with respect to Non-Ratable Loans, the UK Agent with respect to Agent Advances, and each UK Lender with respect to the UK Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the UK Agent and the other UK Lenders.

                                    (vi) Unless the UK Agent has received written notice from a UK Lender to the contrary, the UK Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and following the requested UK Borrowing, UK Aggregate Outstandings will not exceed UK Availability (with UK Availability for such purpose calculated as if UK Aggregate Outstandings, and UK Aggregate Outstandings were equal to zero) and Aggregate Outstandings will not exceed Total Excess Availability (with Total Excess Availability for this purpose calculated as if Aggregate Outstandings, US Aggregate Outstandings, and UK Aggregate Outstandings were equal to zero) on any Funding Date for a UK Revolving Loan or Non-Ratable Loan.

                    (b) Lenders’ Failure to Perform. All UK Revolving Loans (other than Non-Ratable Loans and Agent Advances) shall be made by the UK Lenders simultaneously and in accordance with their Pro Rata Shares. It is understood that (i) no UK Lender shall be responsible for any failure by any other UK Lender to perform its obligation to make any UK Revolving Loans hereunder, nor shall any UK Commitment of any UK Lender be increased or decreased as a result of any failure by any other UK Lender to perform its obligation to make any UK Revolving Loans hereunder, (ii) no failure by any UK Lender to perform its obligation to make any UK Revolving Loans hereunder shall excuse any other Lender from its obligation to make any UK Revolving Loans hereunder, and (iii) the obligations of each UK Lender hereunder shall be several, not joint and several.

                    (c) Defaulting Lenders. Unless the UK Agent receives notice from an UK Lender on or prior to the Closing Date or, with respect to any UK Borrowing after the Closing Date, at least one UK Business Day prior to the date of such UK Borrowing, that such UK Lender will not make available as and when required hereunder to the UK Agent that UK Lender’s Pro Rata Share of a UK Borrowing, the UK Agent may assume that each UK Lender has made such amount available to the UK Agent in immediately available funds on the Funding Date. Furthermore, the UK Agent may, in reliance upon such assumption, make available to the UK Borrowers on such date a corresponding amount. If any UK Lender has not transferred its full Pro Rata Share of a UK Borrowing

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to the UK Agent in immediately available funds and the UK Agent has transferred a corresponding amount to the UK Borrowers on the Business Day following such Funding Date that UK Lender shall make such amount available to the UK Agent, together with interest at the Bank of America Reference Rate. A notice by the UK Agent submitted to any UK Lender with respect to amounts owing shall be conclusive, absent manifest error. If each UK Lender’s full Pro Rata Share of a UK Borrowing is transferred to the UK Agent as required, the amount transferred to the UK Agent shall constitute that UK Lender’s UK Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the UK Agent on the Business Day following the Funding Date, the UK Agent will notify the UK Borrower Representative of such failure to fund and, upon demand by the UK Agent, the UK Borrowers shall pay such amount to the UK Agent for the UK Agent’s account, together with interest thereon for each day elapsed since the date of such UK Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the UK Revolving Loans comprising that particular UK Borrowing. The failure of any UK Lender to make any UK Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other UK Lender of its obligation hereunder to make a UK Revolving Loan on that Funding Date, No UK Lender shall be responsible for any other UK Lender’s failure to advance such other UK Lenders’ Pro Rata Share of any UK Borrowing.

                    (d) Retention of Defaulting Lender’s Payments. The UK Agent shall not be obligated to transfer to a Defaulting Lender any payments made by a UK Borrower to the UK Agent for the Defaulting Lender’s benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by the UK Agent. In its discretion, the Agent may loan the UK Borrower the amount of all such payments received or retained by it for the account of such Defaulting Lender. Any amounts so loaned to the UK Borrowers shall bear interest at the rate applicable to UK Base Rate Revolving Loans and for all other purposes of this Agreement shall be treated as if they were UK Revolving Loans, provided, however, that for purposes of voting or consenting to matters with respect to the Loan Documents and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a “Lender”. Until a Defaulting Lender cures its failure to fund its Pro Rata Share of any Borrowing (A) such Defaulting Lender shall not be entitled to any portion of the Unused Line Fee and (B) the Unused Line Fee shall accrue in favor of the UK Lenders which have funded their respective Pro Rata Shares of such requested UK Borrowing and shall be allocated among such performing UK Lenders ratably based upon their relative UK Commitments, This Section shall remain effective with respect to such UK Lender until such time as the Defaulting Lender shall no longer be in default of any of its obligations under this Agreement. The terms of this Section shall not be construed to increase or otherwise affect the UK Commitment of any UK Lender, or relieve or excuse the performance by the UK Borrowers of their duties and obligations hereunder.

                    (e) Removal of Defaulting Lender. At the UK Borrower Representative’s request, the UK Agent or an Eligible Transferee reasonably acceptable to the UK Agent shall have the right (but not the obligation) to purchase from any

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Defaulting Lender, and each Defaulting Lender shall, upon such request, sell and assign to the UK Agent or such Eligible Transferee, all of the Defaulting Lender’s outstanding UK Commitments and Loans hereunder. Such sale shall be consummated promptly after UK Agent has arranged for a purchase by UK Agent or an Eligible Transferee pursuant to a UK Transfer Agreement, and at a price equal to the outstanding principal balance of the Defaulting Lender’s UK Revolving Loans, plus accrued interest and fees, without premium or discount.

          12.16 Letters of Credit; Intra-Lender Issues, Notice of Letter of Credit Balance. On each Settlement Date the UK Agent shall notify each UK Lender of the issuance of all Letters of Credit since the prior Settlement Date.

                    (b) Participations in Letters of Credit.

                                        (i) Purchase of Participations. Immediately upon issuance of any Letter of Credit in accordance with Section 1.4(d), each UK Lender (including the UK Fronting Lender as fronting lender for the UK Revolver Participants) shall be deemed to have irrevocably and unconditionally purchased and received without recourse or warranty, an undivided interest and participation equal to such UK Lender’s Pro Rata Share of the face amount of such Letter of Credit or the Credit Support provided through the UK Agent to the Letter of Credit Issuer, if not the Bank, in connection with the issuance of such Letter of Credit (including all obligations of the UK Borrowers with respect thereto, and any security therefor or guaranty pertaining thereto).

                                        (ii) Sharing of Reimbursement Obligation Payments. Whenever the UK Agent receives a payment from a UK Borrower on account of reimbursement obligations in respect of a Letter of Credit or Credit Support as to which the UK Agent has previously received for the account of the Letter of Credit Issuer thereof payment from a UK Lender, the UK Agent shall promptly pay to such UK Lender such UK Lender’s Pro Rata Share (and in the case of the UK Fronting Lender, an amount equal to the aggregate amount of the UK Revolver Participants’ Pro Rata Share) of such payment from the UK Borrowers. Each such payment shall be made by the UK Agent on the next Settlement Date.

                                        (iii) Documentation. Upon the request of any UK Lender, the UK Agent shall furnish to such UK Lender copies of any Letter of Credit, Credit Support for any Letter of Credit, reimbursement agreements executed in connection therewith, applications for any Letter of Credit, and such other documentation as may reasonably be requested by such Lender.

                                        (iv) Obligations Irrevocable. The obligations of each UK Lender (including, the UK Fronting Lender as fronting lender for the UK Revolver Participants) to make payments to the UK Agent with respect to any Letter of Credit or with respect to their participation therein or with respect to any Credit Support for any Letter of Credit or with respect to the UK Revolving Loans made as a result of a drawing under a Letter of Credit and the obligations of the UK Borrowers for whose account the Letter of Credit or Credit Support was issued to make payments to the UK Agent, for the account of the UK Lenders, shall be

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irrevocable and shall not be subject to any qualification or exception whatsoever, including any of the following circumstances:

                                        (1) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;

                                        (2) the existence of any claim, setoff, defense or other right which any UK Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any UK Lender, the UK Agent, the issuer of such Letter of Credit, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the UK Borrowers or any other Person and the beneficiary named in any Letter of Credit);

                                        (3) any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

                                        (4) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;

                                        (5) the occurrence of any Default or Event of Default; or

                                        (6) the failure of the UK Borrowers to satisfy the applicable conditions precedent set forth in
Article 8.

                    (c) Recovery or Avoidance of Payments; Refund of Payments In Error. In the event any payment by or on behalf of any UK Borrower received by the UK Agent with respect to any Letter of Credit or Credit Support provided for any Letter of Credit and distributed by the UK Agent to the UK Lenders on account of their respective participations therein is thereafter set aside, avoided or recovered from the UK Agent in connection with any receivership, liquidation or bankruptcy proceeding, the UK Lenders shall, upon demand by the UK Agent, pay to the UK Agent their respective Pro Rata Shares of such amount set aside, avoided or recovered, together with interest at the rate required to be paid by the UK Agent upon the amount required to be repaid by it. Unless the UK Agent receives notice from the UK Borrower Representative prior to the date on which any payment is due to the UK Lenders that the UK Borrowers will not make such payment in full as and when required, the UK Agent may assume that the UK Borrower has made such payment in full to the UK Agent on such date in immediately available funds and the UK Agent may (but shall not be so required), in reliance upon such assumption, distribute to each UK Lender on such due date an amount equal to the amount then due such UK Lender. If and to the extent the UK Borrowers have not made such payment in full to the Responsible Agent, each UK Lender (including the UK Fronting Lender as fronting lender for the UK Revolver Participants) shall repay to the UK Agent on demand such amount distributed to such UK Lender, together with interest thereon at the Bank of America Reference Rate for each day from the date such amount is distributed to such UK Lender until the date repaid.

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                    (d) Indemnification by UK Lenders. To the extent not reimbursed by the UK Borrowers and without limiting the obligations of any UK Borrower hereunder, the UK Lenders agree to indemnify each applicable Letter of Credit Issuer ratably in accordance with their respective Pro Rata Shares, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by the Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no UK Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each UK Lender agrees to reimburse the Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by the UK Borrowers to the Letter of Credit Issuer, to the extent that the Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by the UK Borrowers. The agreement contained in this Section shall survive payment in full of all other Obligations.

                    12.17 Concerning the Collateral and the Related Loan Documents. The UK Agent and each UK Lender authorizes and directs the UK Security Trustee to enter into the other UK Loan Documents, for the ratable benefit and obligation of the UK Agents and the UK Lenders. The UK Agents and each UK Lender agree that any action taken by any UK Agent or the Required Lenders, in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by any UK Agent or the Required Lenders, as applicable, of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the UK Lenders. The UK Lenders acknowledge that the UK Revolving Loans, Agent Advances, Non-Ratable Loans, UK Bank Products and all interest, fees and expenses hereunder constitute one Debt, secured pari passu by all of the UK Collateral.

                    12.18 Field Audit and Examination Reports; Disclaimer by Lenders. By signing this Agreement, each UK Lender:

          (a) is deemed to have requested that the UK Agent furnish such UK Lender, promptly after it becomes available, a copy of each field audit or examination report (each a “Report” and collectively, “Reports”) prepared by or on behalf of the UK Agent;

          (b) expressly agrees and acknowledges that neither the Bank nor any Agent (i) makes any representation or warranty as to the accuracy of any Report, or (ii) shall be liable for any information contained in any Report;

          (c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that any UK Agent or the Bank or other party performing any audit or examination will inspect only specific information regarding the Credit Parties and will rely significantly upon the Credit Parties’ books and records, as well as on representations of the Credit Parties’ personnel;

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          (d) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in any other manner; and

          (e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold each UK Agent and any such other UK Lender preparing a Report harmless from any action the indemnifying UK Lender may take or conclusion the indemnifying UK Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying UK Lender has made or may make to any UK Borrower, or the indemnifying UK Lender’s participation in, or the indemnifying UK Lender’s purchase of, a loan or loans of the UK Borrower; and (ii) to pay and protect, and indemnify, defend and hold each UK Agent and any such other UK Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses and other amounts (including Attorney Costs) incurred by any UK Agent and any such other UK Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying UK Lender.

                    12.19 Relation Among Lenders. The UK Lenders are not partners or co-venturers, and no UK Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of any UK Agent) authorized to act for, any other UK Lender.

                    12.20 Bank as UK Security Trustee. Notwithstanding any other provision of this Agreement, the UK Lenders and the UK Agent have also appointed the Bank as security trustee under and pursuant to the UK Security Documents. Each of the UK Lenders acknowledges that pursuant to the UK Security Documents, the UK Lenders and the UK Agent have irrevocably authorized the UK Security Trustee to execute and deliver the UK Security Documents on each of their respective behalf (thereby, among other things, designating and appointing the UK Security Trustee as their security agent in accordance with the terms thereof and authorizing the UK Security Trustee to execute and deliver the UK Security Documents and to take such action or to refrain from taking such action on their behalf (and otherwise exercising its powers) in accordance with the terms thereof).

                    12.21 Protection of UK Security Trustee. The benefits conferred on the Agents pursuant to this Article 12 regarding rights to indemnification and the exercise of rights, powers, authorizations, discretions, duties and responsibilities pursuant to this Agreement and any other Loan Document shall also be conferred, where appropriate, on the UK Security Trustee in relation to this Agreement and the UK Security Documents and references to UK Security Trustee, as well as references to all or any UK Agents, in this Article 12 shall be read and construed as references to the UK Security Trustee accordingly. The UK Security Trustee, shall have all the powers of an absolute owner of the security constituted by the UK Security Documents and all the rights and powers granted to it by the UK Security Documents.

                    12.22 Co-Agents. (a) None of the UK Lenders identified on the facing page, the preamble or the signature pages to this Agreement as a “Documentation Agent”, if any, shall have any right (except as expressly set forth in this Agreement), power, obligation, liability.

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responsibility or duty under this Agreement or any other Loan Document other than those applicable to all UK Lenders as such. Without limiting the foregoing, none of the UK Lenders identified as a “Documentation Agent”, if any, shall have or be deemed to have any fiduciary relationship with any UK Lender. Each UK Lender acknowledges that it has not relied, and will not rely, on any of the UK Lenders so identified in deciding to enter into this Agreement or in taking any action hereunder or under any Loan Document.

                              (b) Upon consultation with each of the US Borrower and the UK Borrower and for a period of thirty (30) days form the Closing Date in connection with the general syndication of the Facilities, the Administrative Agent shall have the right to appoint and grant titles to additional “Agents” and “Co-Agents” (other than, for the avoidance of doubt, any Administrative Agent, Collateral Agents, Security Agents or other agents with similar responsibilities or functions), which such additional Agents or Co-Agents shall become a party hereto pursuant to appropriate documentation (including by way of any Assignment and Acceptance Agreement or UK Transfer Agreement executed by such Agent or Co-Agents (or any affiliate thereof) in its capacity as a Lender hereunder. Following such appointment, the provisions set forth in the first two sentences of this Section 12.22 shall apply to such Agent or Co-Agent as if such Agent or Co-Agent were a “Documentation Agent” as referred to in this Section 12.22.

                    12.23 [Intentionally deleted]

                    12.24 Withholding Tax

               The UK Lenders (or the UK Agent in its sole discretion on their behalf) will on a written request from the UK Borrower complete and deliver within a reasonable time period such documentation as is reasonably requested by the UK Borrower and is necessary to enable an application to be made to exempt the UK Lenders from UK taxation on interest whether levied by withholding, deduction or otherwise under the double taxation treaty between the UK and the United States.

ARTICLE 13
MISCELLANEOUS

                    13.1 No Waivers; Cumulative Remedies No failure by any UK Agent or any UK Lender to exercise any right, remedy, or option under this Agreement or any present or future supplement thereto, or in any other agreement between or among any UK Borrower or any other UK Obligor and any UK Agent and/or any UK Lender, or delay by any UK Agent, or any UK Lender in exercising the same, will operate as a waiver thereof. No waiver by any UK Agent or any UK Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by any UK Agent or the UK Lenders on any occasion shall affect or diminish such UK Agent’s and each UK Lender’s rights thereafter to require strict performance by the UK Borrowers and the other Credit Parties of any provision of this Agreement and the other Loan Documents. The UK Agents and the UK Lenders may proceed directly to collect the UK Obligations without any prior recourse to the UK Collateral. The UK Agents’ and each UK Lender’s rights under this Agreement will be cumulative and not exclusive of any other right or remedy which any UK Agent or any UK Lender may have.

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                    13.2 Severability. The illegality or unenforceability of any provision of this Agreement or any Loan Document or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

13.3 Notices (a) Any demand, notice or other communication or document to be made on or delivered to any of the UK Obligors under this Agreement shall be made or delivered by fax or otherwise in writing and shall be treated as having been served if served in accordance with Section 13.7. Each demand, notice, communication or other document to be made on or delivered to any party to this Agreement may (unless that party has by 10 UK Business Days’ written notice to the other party or parties specified another address or fax number) be made or delivered to that other person at the address or fax number set out Section 13.7.
(b) Service of any demand, notice, communication or other document to be made or delivered under this Agreement may be made:
	(i) by leaving it at the relevant address for service referred to in Section 13.7;
	(ii) by sending it by pre-paid first class letter (or by airmail if to or from an address outside the United Kingdom) through the post to the relevant address for service referred to in Section 13.7; or
	(iii) by fax to the relevant fax number referred to in Section 13.7 and so that any fax shall be deemed to be in writing and, if it bears the signature of the server or its authorized representative or agent, to have been signed by or on behalf of the server.
(c) Any demand, notice, communication or other document from any of the UK Obligors shall be irrevocable. Any other demand, notice, communication or other document shall be served or treated as served at the following times:
	(i) in the case of service personally or in accordance with Subsection (b)(i) above, at the time of such service;
	(ii) in the case of service by post, at 9.00 a.m. on the UK Business Day next following the day on which it was posted or, in the case of service to or from an address outside the United Kingdom, at 9.00 a.m. on the fifth UK Business Day following the day on which it was posted; and

                    in the case of service by fax, if sent before 9.00 a.m. on a UK Business Day, at 11.00 a.m. on the same day, if sent between 9.00 a.m. and 5.30 p.m. on a UK Business Day, two hours after the time of such service or, if sent after 5.30 p.m. on a UK Business Day, or if sent on a day other than a UK Business Day, at 9.00 a.m. on the next following UK Business Day.

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(d) In proving service of a demand, notice, communication or other document served:
	(i) by post, it shall be sufficient to prove that such demand, notice, communication or other document was correctly addressed, full postage paid and posted; and
	(ii) by fax, it shall be sufficient to prove that the fax was followed by such machine record as indicates that the entire fax was sent to the relevant number and the transmission was successful.

                    13.4 Survival of Representations and Warranties. All of the UK Borrowers’ and the other Credit Parties’ representations and warranties contained in this Agreement and the other Loan Documents shall survive the execution, delivery, and acceptance thereof by the parties, notwithstanding any investigation by the UK Agents or the UK Lenders or their respective agents.

                    13.5 Other Security and Guaranties. The UK Agent, may, without notice or demand and without affecting the UK Borrowers’ obligations hereunder, from time to time: (a) take from any Person and hold collateral (other than the UK Collateral) for the payment of all or any part of the UK Obligations and exchange, enforce or release such collateral or any part thereof; and (b) accept and hold any endorsement or guaranty of payment of all or any part of the UK Obligations of any UK Obligor and release or substitute any such endorser or guarantor, or any Person who has given any Lien in any other collateral as security for the payment of all or any part of the UK Obligations of any UK Obligor, or any other Person in any way obligated to pay all or any part of the UK Obligations of any UK Obligor.

                    13.6 Fees and Expenses

                    (a) Each UK Borrower agrees to pay to the UK Agents for their respective benefit, on demand, all costs and expenses that each UK Agent pays or incurs in connection with the negotiation, preparation, syndication, consummation, administration, enforcement, and termination of this Agreement or any of the other Loan Documents, including: (a) Attorney Costs; (b) costs and expenses (including attorneys’ and paralegals’ fees and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with the Loan Documents and the transactions contemplated thereby; (c) costs and expenses of lien and title searches and title insurance; (d) taxes, fees and other charges for recording the Mortgages, if any, filing (and similar) financing statements and continuations, and other actions to perfect, protect, and continue each Applicable Agents’ Liens (including costs and expenses paid or incurred by each Responsible Agent in connection with the consummation of this Agreement); (e) sums paid or incurred to pay any amount or take any action required of the UK Borrowers under the Loan Documents that the UK Borrowers fail to pay or take; (f) subject to Section 7.4 hereof, costs of appraisals, environmental audits inspections, and verifications of the Collateral, including travel, lodging, and meals for inspections of the Collateral and the UK Borrower’s operations by the Applicable Security Agent plus the Applicable Security Agent’s then customary charge for field examinations and audits

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and the preparation of reports thereof (such charge is currently $850 per day (or portion thereof) for each Person retained or employed by the Applicable Security Agent with respect to each field examination or audit); and (g) costs and expenses of forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining Payment Accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral. In addition, the UK Borrowers agree to pay costs and expenses incurred by the Applicable Security Agent (including Attorneys’ Costs) to the Applicable Security Agent, for its benefit, on demand, and to the other Lenders for their benefit, on demand, and all reasonable fees, expenses and disbursements incurred by such other Lenders for one law firm in each applicable jurisdiction retained by such other Lenders, in each case, paid or incurred to obtain payment of the Obligations, enforce the Applicable Security Agents’ Liens, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of the Loan Documents, or to defend any claims made or threatened against any Agent or any Lender arising out of the transactions contemplated hereby (including preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions of the Loan Documents regarding costs and expenses to be paid by the UK Borrowers. All of the foregoing costs and expenses shall be charged to the UK Borrower’s Loan Account as Revolving Loans as described in Section 3.6.

                    b) Without prejudice to any other rights that the UK Agents or any of the UK Lenders may have at such time under this UK Credit Agreement or any other UK Loan Document, the UK Borrower agrees that, upon the appointment of a receiver, administrator, administrative receiver, trustee, examiner or any other similar officer or office holder of any UK Credit Party or of any or all of the assets of any UK Credit Party or upon an order being made for the winding-up, liquidation or dissolution of any UK Credit Party (the date of such event or occurrence being the “Insolvency Date”, shall become liable to pay forthwith to the UK Agent for its own account, an additional monitoring and administrative fee (the “Additional Monitoring and Administration Fee”) in an amount equal to two percent. (2%) of the UK Commitments as at the Insolvency Date.

                    13.7 Notices. Except as otherwise provided herein, all notices, demands and requests that any party is required or elects to give to any other shall be in writing, or by a telecommunications device capable of creating a written record, and any such notice shall become effective (a) upon personal delivery thereof, including, but not limited to, delivery by overnight mail and courier service, (b) four (4) days after it shall have been mailed by United States mail or UK post, as applicable, in each case, first class, certified or registered, with postage prepaid, or (c) in the case of notice by such a telecommunications device, when properly transmitted, in each case addressed to the party to be notified as follows:

               If to the Administrative Agent or to the Bank:

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	Bank of America, N.A.
	55 South Lake Avenue, Suite 900
	Pasadena, California 91101
	Attention: Business Credit-Account Executive-Mobile Storage
	Facsimile No.: +1 626 397 1273
	with copies to:
	Bank of America, N.A.
	5 Canada Square
	London E14 5AQ
	Attention: Business Credit
	Facsimile No.: +44 (0) 20 7809 5807
	and
	Latham & Watkins LLP
	633 West Fifth Street
	Los Angeles, CA 90071
	Attention: Andrew A, Fayé
	Facsimile No.: +1 213 891 8763
If to UK Agent or the UK Security Trustee:
	Bank of America, N.A.
	5 Canada Square
	London E14 5AQ
	Attention: Business Credit
	Facsimile No.: +44 (0) 20 7809 5807
	with copies to:
	Bank of America, N.A.
	55 South Lake Avenue, Suite 900
	Pasadena, California 91101
	Attention: Business Credit-Account Executive-Mobile Storage
	Facsimile No.: +1 626 397 1273
	and
	Latham & Watkins LLP
	633 West Fifth Street
	Los Angeles, CA 90071
	Attention: Andrew A. Fayé
	Facsimile No.: +1 213 891 8763

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If to any US Borrower or any other Credit Party:

Mobile Storage Group, Inc.

7590 North Glenoaks Boulevard

Burbank, CA 91504

Attention: Allan Villegas

Facsimile No.: (818) 253-3154

with copies to:

Christopher A, Wilson, Esq.

Mobile Storage Group, Inc.

7590 North Glenoaks Boulevard

Burbank, CA 91504

Facsimile No.: (818) 253-3154

and

Munger, Tolles and Olson LLP

355 South Grand Avenue, 35^th Floor

Los Angeles, CA 90071

Facsimile No.: (213) 687-3702

Attention: Judith Kitano, Esq.

or to such other address as each party may designate for itself by like notice. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other communication to the persons designated above to receive copies shall not adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration or other communication. Notwithstanding any terms or provisions herein to the contrary, the UK Borrowers shall simultaneously deliver to the Administrative Agent any notice, report, certificate, document or other information delivered to any UK Agent pursuant to the terms hereof, and the UK Borrowers shall cause the US Borrowers to simultaneously deliver to the UK Agent any notice, report, certificate, document or other information delivered to any US Agent pursuant to the terms of the US Credit Agreement.

                    13.8 Waiver of Notices. Unless otherwise expressly provided herein, the UK Borrowers waive presentment, and notice of demand or dishonor and protest as to any instrument, notice of intent to accelerate the UK Obligations and notice of acceleration of the UK Obligations, as well as any and all other notices to which it might otherwise be entitled. No notice to or demand on the UK Borrowers which any UK Agent or any UK Lender may elect to give shall entitle the UK Borrowers to any or further notice or demand in the same, similar or other circumstances.

                    13.9 Waiver of Counterclaims. Each Credit Party waives all rights to interpose any claims, deductions, setoffs, or counterclaims of any nature (other then compulsory

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counterclaims) in any action or proceeding with respect to this Agreement, the Obligations, the Collateral or any matter arising therefrom or relating hereto or thereto.

                    13.10 Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the respective representatives, successors, and assigns of the parties hereto; provided, however, that no interest herein may be assigned by any UK Borrower without prior written consent of the UK Agent and each Lender. The rights and benefits of each UK Agent and the UK Lenders hereunder shall, if such Persons so agree, inure to any party acquiring any interest in the UK Obligations or any part thereof.

                    13.11 Indemnity of the Agents and the Lenders by the Borrowers.

                    (a) The UK Borrowers agree, jointly and severally, to defend, indemnify and hold each UK Agent, the Agent-Related Persons, and each UK Lender (including, for the avoidance of doubt any UK Revolver Participant and the UK Fronting Lender) and each of its respective officers, directors, employees, counsel, representatives, agents and attorneys-in-fact (each, an “Indemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of any UK Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any insolvency proceeding or appellate proceeding) related to or arising out of this Agreement, any other Loan Document, or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, that the UK Borrowers shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person as determined in a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section shall survive payment of all other Obligations.

                    (b) The UK Borrowers agree, jointly and severally, to indemnify, defend and hold harmless each UK Agent and the UK Lenders (including, for the avoidance of doubt, each UK Revolver Participant and the UK Fronting Lender) from any loss or liability directly or indirectly arising out of the use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence of a hazardous substance relating to the operations, business or property of each UK Borrower or any of its respective Subsidiaries. This indemnity will apply whether the hazardous substance is on, under or about the property or operations of or property leased to any UK Borrower or any of its Subsidiaries. The indemnity includes but is not limited to Attorneys Costs. The indemnity extends to the Agents and the UK Lenders, their parents, affiliates, subsidiaries and all of their directors, officers, employees, agents, successors, attorneys and assigns. “Hazardous substances” means any substance, material or waste

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that is or becomes designated or regulated as “toxic,” “hazardous,” “pollutant,” or “contaminant” or a similar designation or regulation under any federal, state or local law (whether under common law, statute, regulation or otherwise) or judicial or administrative interpretation of such, including petroleum or natural gas. This indemnity will survive repayment of all other Obligations.

                    (c) Notwithstanding any of the other provisions of this Agreement or any other Loan Document, nothing contained herein or in any of the other Loan Documents shall require the UK Borrowers or any of their Subsidiaries to take any action which constitutes or will constitute unlawful financial assistance for the purposes of sections 151 to 158 (inclusive) of the Companies Act.

                    13.12 Rights of Third Parties. Any person who is not party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from the Contracts (Rights of Third Parties) Act 1999.

                    13.13 Law and Jurisdiction

(a) Law. This Agreement and the rights and obligations of the parties to this Agreement are governed by and to be construed in accordance with English law.
(b) Jurisdiction.
	(i) Submission. MSG and the UK Borrowers agree for the benefit of the UK Agents that the courts of England shall have jurisdiction to hear and determine, any suit, action or proceeding, and to settle any dispute, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the jurisdiction of such courts.
	(ii) Forum. MSG and the UK Borrowers irrevocably waive any objection which it might now or hereafter have to the courts referred to in subsection (b)(i) being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any dispute, which may arise out of or in connection with this Agreement and agrees not to claim that any such court is not a convenient or appropriate forum.
	(iii) Other competent jurisdictions. The submission to the jurisdiction of the courts referred to in subsection (b)(i) shall not (and shall not be construed so as to) limit the right of the UK Agents to take proceedings against any of the Credit Parties in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of the proceedings in any other jurisdiction, whether currently or not.
(c) Consent of enforcement. MSG and the UK Borrowers hereby consent generally in respect of any legal action or proceeding arising out of or in connection with this Agreement to the giving of any relief of the issue of any process in

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connection with such action or proceeding including, without limitation, the making, enforcement or execution against any property whatsoever of any of the Credit Party (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceeding.

                    13.14 Limitation of Liability. NO CLAIM MAY BE MADE BY ANY UK BORROWER, ANY UK LENDER OR OTHER PERSON AGAINST ANY UK AGENT, ANY UK LENDER OR THE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, REPRESENTATIVES, AGENTS OR ATTORNEYS-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH UK BORROWER AND EACH UK LENDER HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

                    13.15 Final Agreement. This Agreement and the other Loan Documents, including without limitation the US Credit Agreement and the US Loan Documents are intended by the UK Borrowers, the UK Agents, and the UK Lenders to be the final, complete, and exclusive expression of the agreement between them. This Agreement and the other Loan Documents supersede any and all prior oral or written agreements relating to the subject matter hereof between the UK Borrowers and the UK Agent or any Lender. No modification, rescission, waiver, release, or amendment of any provision of this Agreement or any other Loan Document shall be made, except by a written agreement signed by the UK Borrowers and a duly authorized officer of each of the UK Agents and the Required Lenders (or where required hereunder, all Lenders).

                    13.16 Counterparts. This Agreement may be executed in any number of counterparts, and by the Administrative Agent, the UK Agent, each UK Lender and each UK Borrower in separate counterparts, each of which shall be an original, but all of which shall together constitute one and the same agreement; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

                    13.17 Captions. The captions contained in this Agreement are for convenience of reference only, are without substantive meaning and should not be construed to modify, enlarge, or restrict any provision.

                    13.18 Right of Setoff. In addition to any rights and remedies of the UK Lenders provided by law, if an Event of Default exists or the Loans have been accelerated, each UK Lender is authorized at any time and from time to time, without prior notice to the UK Borrowers, any such notice being waived by the UK Borrowers to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such UK Lender or any Affiliate of such UK Lender to or for the credit or the account of either UK Borrower against any

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and all Obligations owing to such UK Lender by a UK Borrower, now or hereafter existing, irrespective of whether or not the UK Agent or such UK Lender shall have made demand under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each UK Lender agrees promptly to notify the UK Borrowers and the UK Agent after any such set-off and application made by such UK Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding the foregoing, no UK Lender shall exercise any right of set-off, banker’s lien, or the like against any deposit account or property of any UK Borrower held or maintained by such UK Lender without the prior written unanimous consent of the UK Lenders.

                    13.19 Confidentiality.

                    (a) The UK Borrowers hereby consent that each UK Agent and each UK Lender may issue and disseminate to the public general information describing the credit accommodation entered into pursuant to this Agreement, including the name and address of the UK Borrowers and a general description of the UK Borrowers’ businesses and may use the UK Borrowers’ name in advertising and other promotional material.

                    (b) Each UK Agent and each UK Lender severally agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information identified as “confidential” or “secret” by the UK Borrowers and provided to such UK Agent or UK Lender by or on behalf of the UK Borrowers, under this Agreement or any other Loan Document, except to the extent that such information (i) was or becomes generally available to the public other than as a result of disclosure by such UK Agent or UK Lender, or (ii) was or becomes available on a nonconfidential basis from a source other than the UK Borrowers, provided that such source is not bound by a confidentiality agreement with the UK Borrowers known to such UK Agent or UK Lender; provided, however, that any UK Agent and any UK Lender may disclose such information (1) at the request or pursuant to any requirement of any Governmental Authority to which such UK Agent or UK Lender is subject or in connection with an examination of such UK Agent or UK Lender by any such Governmental Authority; (2) pursuant to subpoena or other court process; (3) when required to do so in accordance with the provisions of any applicable Requirement of Law; (4) to the extent reasonably required in connection with any litigation or proceeding (including, but not limited to, any bankruptcy proceeding) to which any UK Agent, any UK Lender or their respective Affiliates may be party; (5) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document; (6) to such UK Agent’s or such UK Lender’s independent auditors, accountants, attorneys and other professional advisors; (7) to any prospective Participant or Transferee in connection with the syndication of the Loans and the Aggregate Commitments under any UK Transfer Agreement, actual or potential, provided that such prospective Participant or Transferee agrees to keep such information confidential to the same extent required of any UK Agent and the UK Lenders hereunder; (8) as expressly permitted under the terms of any other document or agreement regarding confidentiality to which any UK Borrower is party with such UK Agent or such UK Lender, and (9) to its Affiliates, provided that any UK Lender agrees to cause its Affiliate to keep such information confidential to the same extent required of any UK Agent or UK Lender hereunder. Notwithstanding anything

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herein to the contrary, the information subject to this subsection (b) shall not include, and each UK Agent and each UK Lender may disclose without limitation of any kind, any information with respect to the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such UK Agent or such UK Lender relating to such tax treatment and tax structure; provided that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transactions as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the Loans, Letters of Credit and transactions contemplated hereby.

                    13.20 Conflicts with Other Loan Documents. Unless otherwise expressly provided in this Agreement (or in another Loan Document by specific reference to the applicable provision contained in this Agreement), if any provision contained in this Agreement conflicts with any provision of any other Loan Document, the provision contained in this Agreement shall govern and control.

                    13.21 Currency Indemnity. If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any of the other Loan Documents, it becomes necessary to convert into the currency of such jurisdiction (the “Judgment Currency”) any amount due under this Agreement or under any of the other Loan Documents in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at the Spot Rate at which the UK Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency prevailing on the Applicable Business Day before the day on which judgment is given. In the event that there is a change in the rate of Exchange Rate prevailing between the Applicable Business Day before the day on which the judgment is given and the date of receipt by the UK Agent of the amount due, the UK Borrowers will, on the date of receipt by the UK Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by the UK Agent and the UK Lenders on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the UK Agent is the amount then due under this Agreement or such other of the Loan Documents in the Currency Due. If the amount of the Currency Due which the UK Agent is able to purchase is less than the amount of the Currency Due originally due to it, the UK Borrowers shall indemnify and save the UK Agent and the UK Lenders harmless from and against loss or damage arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the UK Agent from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any of the other Loan Documents or under any judgment or order.

                    13.22 Reinstatement. To the maximum extent permitted by law, this UK Credit Agreement, and the UK Obligations, shall continue to be effective or be reinstated, as the case may be, if at any time any amount received by any Agent or Lender in respect of the UK

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Obligations is rescinded or must otherwise be restored or returned by any such Person upon the insolvency, administration, bankruptcy, dissolution, liquidation or reorganization of UK Borrower or any other Person or upon the appointment of any receiver, intervenor, conservator, trustee or similar official for the UK Borrower or any other Person or any substantial part of its assets, or otherwise, all as though such payments had not been made.

                    13.23 Incorporation. For the purposes of Section 2 of the Law of Property (Miscellaneous Provisions) Act 1994, the terms of the Loan Documents shall be deemed to be incorporated in this Agreement.

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                    IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above written.

“US BORROWER”

MOBILE STORAGE GROUP, INC.

“UK BORROWER”

RAVENSTOCK MSG LIMITED

“PARENT GUARANTOR”

MOBILE SERVICES GROUP, INC.

“ADMINISTRATIVE AGENT”

BANK OF AMERICA, N.A., as the Administrative Agent

“UK AGENT”

BANK OF AMERICA, N.A., as the UK Agent

“UK FRONTING LENDER”

BANK OF AMERICA, N.A., as the UK Fronting Lender

“LENDERS”

BANK OF AMERICA, N.A., as a Lender

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EXHIBIT 10.3

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CREDIT AGREEMENT

Dated as of August 1, 2006

Among

THE FINANCIAL INSTITUTIONS NAMED HEREIN

as the Lenders

and

THE CIT GROUP/BUSINESS CREDIT, INC.

as the Administrative Agent

and

MOBILE STORAGE GROUP, INC. and MOBILE SERVICES GROUP, INC.

as US Borrowers

and

MSG WC HOLDINGS CORP.

as the Parent Guarantor

and

MSG WC INTERMEDIARY CO.

and

CIT CAPITAL SECURITIES LLC and LEHMAN BROTHERS INC.

as Joint Lead Arrangers

and

LEHMAN BROTHERS INC.

as Sole Bookrunner and Syndication Agent

and

WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN),
MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH
BUSINESS FINANCIAL SERVICES INC. and
TEXTRON FINANCIAL CORPORATION

as Co-Documentation Agents

TABLE OF CONTENTS

Section			Page
ARTICLE 1. LOANS AND LETTERS OF CREDIT			1
	1.1	Total US Facility	1
	1.2	US Revolving Loans	1
	1.3	[Intentionally deleted]	5
	1.4	Letters of Credit	5
	1.5	US Bank Products	8
	1.6	Joint And Several Obligations; Cross-Guaranty	8
	1.7	Increase in the Total US Facility	13
ARTICLE 2. INTEREST AND FEES			14
	2.1	Interest	14
	2.2	Continuation and Conversion Elections	15
	2.3	Maximum Interest Rate	16
	2.4	Agent Fees	16
	2.5	Unused Line Fee	16
	2.6	Letter of Credit Fee	17
ARTICLE 3. PAYMENTS AND PREPAYMENTS			17
	3.1	Revolving Loans	17
	3.2	Termination of Facility	17
	3.3	[Intentionally deleted]	17
	3.4	US LIBOR Revolving Loan Prepayments	17
	3.5	Payments by the US Borrowers	17
	3.6	Payments as US Revolving Loans	18
	3.7	Apportionment, Application and Reversal of Payments	18
	3.8	Indemnity for Returned Payments	19
	3.9	US Agents’ and US Lenders’ Books and Records; Monthly Statements	19
	3.10	[Intentionally deleted]	20
ARTICLE 4. TAXES, YIELD PROTECTION AND ILLEGALITY			20
	4.1	Taxes	20
	4.2	Illegality	22
	4.3	Increased Costs and Reduction of Return	23
	4.4	Funding Losses	24
	4.5	Inability to Determine Rates	24
	4.6	Certificates of Lenders	24
	4.7	Survival	25
ARTICLE 5. BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES			25
	5.1	Books and Records	25
	5.2	Financial Information	26
	5.3	Notices to the Lenders	28

i

ARTICLE 6. GENERAL WARRANTIES AND REPRESENTATIONS			31
	6.1	Authorization, Validity, and Enforceability of this Agreement and the Loan Documents	31
	6.2	Validity and Priority of Security Interest	31
	6.3	Organization and Qualification	32
	6.4	[Intentionally Omitted]	32
	6.5	Subsidiaries	32
	6.6	Financial Statements and Projections	32
	6.7	[Intentionally deleted]	32
	6.8	Solvency	32
	6.9	[Intentionally deleted]	32
	6.10	[Intentionally deleted]	32
	6.11	Personal Property; Real Estate; Leases	32
	6.12	Proprietary Rights	34
	6.13	[Intentionally deleted]	34
	6.14	Litigation	34
	6.15	Labor Disputes	34
	6.16	Environmental Laws	34
	6.17	No Violation of Law	36
	6.18	No Default	36
	6.19	ERISA Compliance	36
	6.20	Taxes	37
	6.21	Regulated Entities	37
	6.22	Use of Proceeds; Margin Regulations	37
	6.23	[Intentionally deleted]	37
	6.24	No Material Adverse Change	37
	6.25	Full Disclosure	37
	6.26	[Intentionally deleted]	37
	6.27	Bank Accounts	37
	6.28	Governmental Authorization	38
	6.29	[Intentionally deleted]	38
	6.30	Non-Guarantor Subsidiaries	38
	6.31	Luxembourg Subsidiaries	38
	6.32	[Intentionally deleted]	38
	6.33	Sales of Vehicles	38
	6.34	Anti-Terrorism Laws	38
ARTICLE 7. AFFIRMATIVE AND NEGATIVE COVENANTS			38
	7.1	Taxes and Other Obligations	39
	7.2	Legal Existence and Good Standing	39
	7.3	Compliance with Law and Agreements; Maintenance of Licenses	39
	7.4	Maintenance of Property; Inspection of Property	39
	7.5	Insurance	40
	7.6	Insurance and Condemnation Proceeds	41
	7.7	Environmental Laws	42
	7.8	Compliance with ERISA and Other Laws	43
	7.9	Mergers, Amalgamations, Consolidations or Sales	44

ii

	7.10	Distributions; Capital Change; Restricted Investments	45
	7.11	Transactions Affecting Collateral or Obligations	47
	7.12	Guaranties	47
	7.13	Debt	47
	7.14	Prepayments; Payments on Senior Unsecured Notes; Payments on Intercompany Debt	49
	7.15	Transactions with Affiliates	50
	7.16	Investment Banking and Finder’s Fees	51
	7.17	Business Conducted	51
	7.18	Liens	52
	7.19	Sale and Leaseback Transactions	52
	7.20	New Subsidiaries	52
	7.21	Fiscal Year	53
	7.22	Depreciation Method	53
	7.23	Cash Interest Coverage Ratio	53
	7.24	Maximum Consolidated Total Debt to Pro Forma EBITDA Ratio	53
	7.25	Minimum Fleet Utilization Rate	54
	7.26	Capital Expenditures	54
	7.27	Federal Reserve Regulations	55
	7.28	Further Assurances	55
	7.29	Bank Accounts	55
	7.30	Changes Relating to the Senior Unsecured Notes or Mezzanine Debt	55
	7.31	Access Agreements	56
	7.32	Additional Credit Parties; Additional Collateral	56
	7.33	Mortgages	57
	7.34	Preferred Stock	58
	7.35	[Intentionally deleted]	58
	7.36	Center of Main Interest	58
ARTICLE 8. CONDITIONS OF LENDING			58
	8.1	Conditions Precedent to the Effectiveness of this Agreement and the Making of Loans on the Closing Date	58
	8.2	Conditions Precedent to Each Loan	63
ARTICLE 9. DEFAULT; REMEDIES			63
	9.1	Events of Default	63
	9.2	Remedies	66
ARTICLE 10. TERM AND TERMINATION			68
	10.1	Term and Termination	68
ARTICLE 11. AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS			68
	11.1	Amendments and Waivers	68
	11.2	Assignments; Participations	70

iii

ARTICLE 12. THE AGENTS			73
	12.1	Appointment and Authorization	73
	12.2	Delegation of Duties	73
	12.3	Liability of Agent	73
	12.4	Reliance by Each Agent	74
	12.5	Notice of Default	74
	12.6	Credit Decision	74
	12.7	Indemnification	74
	12.8	Agent in Individual Capacity	75
	12.9	Successor Agent	75
	12.10	Collateral Matters and Release of Guaranties	75
	12.11	Restrictions on Actions by Lenders; Sharing of Payments	77
	12.12	Agency for Perfection	77
	12.13	Payments by Responsible Agent to Applicable Lenders	77
	12.14	Settlement	78
	12.15	Letters of Credit; Intra-Lender Issues	81
	12.16	Concerning the Collateral and the Related Loan Documents	83
	12.17	Field Audit and Examination Reports; Disclaimer by Lenders	83
	12.18	Relation Among Lenders	84
	12.19	Administrative Agent as Security Agent	84
	12.20	Protection of Administrative Agent as Security Agent	84
	12.21	Co-Agents	84
ARTICLE 13. MISCELLANEOUS			85
	13.1	No Waivers; Cumulative Remedies	85
	13.2	Severability	85
	13.3	Governing Law; Choice of Forum; Service of Process	85
	13.4	WAIVER OF JURY TRIAL	86
	13.5	Survival of Representations and Warranties	86
	13.6	Other Security and Guaranties	86
	13.7	Fees and Expenses	86
	13.8	Notices	87
	13.9	Waiver of Notices	88
	13.10	Binding Effect	89
	13.11	Indemnity of the Agents and the Lenders by the Borrowers	89
	13.12	Limitation of Liability	90
	13.13	Final Agreement	90
	13.14	Counterparts	90
	13.15	Captions	90
	13.16	Right of Setoff	90
	13.17	Confidentiality	91
	13.18	Conflicts with Other Loan Documents	91
	13.19	Currency Indemnity	91
	13.20	Reinstatement	92
	13.21	Waiver of Counterclaims	92
	13.22	USA Patriot Act Notice	92
	13.23	Register	92

iv

ANNEXES, EXHIBITS AND SCHEDULES

ANNEX A	-	DEFINED TERMS
EXHIBIT A	-	FORM OF CLOSING CERTIFICATE
EXHIBIT B	-	FORM OF BORROWING BASE CERTIFICATE
EXHIBIT C	-	FINANCIAL STATEMENTS
EXHIBIT D	-	FORM OF NOTICE OF BORROWING
EXHIBIT E	-	FORM OF NOTICE OF CONTINUATION/CONVERSION
EXHIBIT F	-	FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
EXHIBIT G	-	FORM OF INSTRUMENT OF JOINDER
EXHIBIT H	-	FORM OF UK INTERCREDITOR DEED
SCHEDULE 1	-	LENDERS’ COMMITMENTS (ANNEX A – DEFINED TERMS)
SCHEDULE 6.2	-	PRIORITY
SCHEDULE 6.5	-	SUBSIDIARIES AND AFFILIATES
SCHEDULE 6.11	-	PERSONAL PROPERTY, REAL ESTATE; LEASES;
SCHEDULE 6.12	-	PROPRIETARY RIGHTS
SCHEDULE 6.19	-	ERISA COMPLIANCE
SCHEDULE 6.27	-	BANK ACCOUNTS
SCHEDULE 6.28	-	GOVERNMENTAL AUTHORITY
SCHEDULE 6.30	-	NON-GUARANTOR SUBSIDIARIES
SCHEDULE 6.33	-	SALE OF VEHICLES
SCHEDULE 7.4	-	UK PROPERTIES
SCHEDULE 7.13	-	DEBT
SCHEDULE 7.15	-	TRANSACTIONS WITH AFFILIATES
SCHEDULE 8.1	-	MORTGAGED PROPERTIES

v

CREDIT AGREEMENT

                    This CREDIT AGREEMENT, dated as of August 1, 2006, (this “Agreement” or the “US Credit Agreement”) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “US Lender” and collectively as the “US Lenders”), THE CIT GROUP/BUSINESS CREDIT, INC. with an office at 505 Fifth Avenue, New York, New York 10017, as administrative agent for the US Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”), MOBILE STORAGE GROUP, INC., a Delaware corporation, (“MSG”) and MOBILE SERVICES GROUP, INC., a Delaware corporation (“Mobile Services” and together with MSG, the “US Borrowers”), MSG WC INTERMEDIARY CO., a Delaware Corporation (“Intermediary”) and MSG WC HOLDINGS CORP., a Delaware corporation (the “Parent Guarantor”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed thereto in Annex A which is attached hereto and incorporated herein; the rules of construction contained therein shall govern the interpretation of this Agreement, and all annexes, exhibits and schedules attached hereto are incorporated herein by reference.

W I T N E S S E T H:

                    The Parties hereto hereby agree as follows:

ARTICLE 1.
LOANS AND LETTERS OF CREDIT

          1.1 Total US Facility. Subject to all of the terms and conditions of this Agreement, the US Lenders agree to make available a total credit facility of up to $300,000,000 less the Dollar Equivalent of the UK Aggregate Outstandings (the “Total US Facility”) to the US Borrowers from time to time during the term of this Agreement pursuant to the terms and conditions hereof. The Total US Facility shall be composed of a revolving line of credit consisting of US Revolving Loans and Letters of Credit described herein.

          1.2 US Revolving Loans.

                    (a) Amounts. Subject to the satisfaction of the conditions precedent set forth in Article 8, each US Lender severally, but not jointly, agrees, upon the US Borrower Representative’s request from time to time on any US Business Day during the period from the Closing Date to the Termination Date, to make (i) revolving loans in US Dollars (the “US Revolving Loans”) to the US Borrowers in amounts not to exceed such US Lender’s Pro Rata Share of US Availability, except for Non-Ratable Loans and Agent Advances (together with the subfacility described in Section 1.4 to issue Letters of Credit or provide Credit Support for the account of the US Borrowers, the “US Revolving Facility”) and (ii) to the extent a US Lender agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement and Section 1.7, Incremental Loans to the US Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, as the case may be. The US Lenders, however, in their unanimous discretion, may elect to make US Revolving Loans or issue or arrange to have issued Letters of Credit for the account of the US Borrowers in excess of the US Borrowing Base on one or more occasions, but if they do so, neither the Administrative Agent nor the US Lenders shall be deemed thereby to have changed the limits of the US Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Aggregate Outstandings would exceed Total Excess Availability (with Total Excess Availability for this purpose only calculated as if Aggregate Outstandings, US Aggregate Outstandings and UK Aggregate Outstandings in all relevant definitions were equal to zero) after giving effect to any US Borrowing or if US Aggregate Outstandings would exceed US

Availability (with US Availability for this purpose only calculated as if US Aggregate Outstandings and UK Aggregate Outstandings in all relevant definitions were equal to zero) after giving effect to any US Borrowing, the US Lenders may refuse to make or may otherwise restrict the making of US Revolving Loans as the US Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 1.2(i).

                    (b) Procedure for Borrowing.

                              (1) Each US Borrowing of US Revolving Loans shall be made upon the US Borrower Representative’s irrevocable written notice delivered to the Administrative Agent in the form of a notice of borrowing in the form attached hereto as Exhibit D (“Notice of Borrowing”) or via the Administrative Agent’s online system, which must be received by the Administrative Agent prior to (i) 2:00 p.m. (New York time) three US Business Days prior to the requested Funding Date, in the case of US LIBOR Revolving Loans, (ii) 2:00 p.m. (New York time) on the requested Funding Date, in the case of US Base Rate Revolving Loans made pursuant to clause (h) below and (iii) 11:00 a.m. (New York time) on the requested Funding Date, in the case of US Base Rate Revolving Loans (other than those made pursuant to clause (h) below), specifying, in each case:

                              (A) the amount of the US Borrowing, which in the case of a US LIBOR Revolving Loan must equal or exceed $1,000,000 (and increments of $500,000 in excess of such amount);

                              (B) the requested Funding Date, which must be a US Business Day;

                              (C) whether the US Revolving Loans requested are to be US Base Rate Revolving Loans or US LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a US Base Rate Revolving Loan); and

                              (D) the duration of the Interest Period for any requested US LIBOR Revolving Loans (and if not specified, it shall be deemed a request for an Interest Period of one month);

provided, however, that with respect to the US Borrowing to be made on the Closing Date, such US Borrowing will consist of US Base Rate Revolving Loans only.

                              (2) [Intentionally deleted].

                              (3) The US Borrowers shall have no right to request a US LIBOR Revolving Loan while a Default or Event of Default has occurred and is continuing.

                    (c) Reliance upon Authority; Appointment of US Borrower Representative.

                              (1) Each US Borrower hereby designates MSG as its representative and agent on its behalf for the purposes of issuing Notices of Borrowing and Notices of Conversion/Continuation, in each case in respect of US Revolving Loans, giving instructions with respect to the disbursement of the proceeds of the US Revolving Loans, selecting interest rate options, requesting Letters of Credit for the account of any US Borrower, giving and receiving all other notices and consents hereunder or under any of the other US Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any US Borrower or US Borrowers under the Loan Documents (in such capacity, the “US Borrower Representative”). The US Borrower Representative hereby accepts such appointment. Each US Agent, the Letter of Credit Issuer and each US Lender may regard any notice or other communication pursuant to any Loan Document from the US Borrower

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Representative as a notice or communication from all US Borrowers, and may give any notice or communication required or permitted to be given to the US Borrower or Borrowers hereunder to the US Borrower Representative on behalf of the US Borrower or Borrowers. Each US Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the US Borrower Representative shall be deemed for all purposes to have been made by such US Borrower and shall be binding upon and enforceable against such US Borrower to the same extent as if the same had been made directly by such US Borrower.

                             (2) All US Borrowers acknowledge and agree that the US Borrowers are engaged in an integrated operation that requires financing on the basis of credit availability to each US Borrower, that the co-borrowing arrangement has been established at the request of the US Borrowers, and that each US Borrower expects to derive, directly or indirectly, benefit from such credit availability to the other US Borrowers. Neither any US Agent nor the Letter of Credit Issuer nor any US Lender shall incur any liability to US Borrowers or any other Credit Party as a result of the co-borrowing arrangement for the US Borrowers established by this Agreement and shall not have any liability or responsibility to the US Borrowers to inquire into the allocation, apportionment or use of the proceeds of any US Revolving Loans or extensions of credit hereunder. To induce the US Agents, the Letter of Credit Issuer and the US Lenders to establish this co-borrowing arrangement for the US Borrowers and in consideration thereof, each US Borrower hereby indemnifies the US Agents, the Letter of Credit Issuer and the US Lenders, and their respective successors and assigns, and agrees to hold each of them harmless from any and all liabilities, expenses, losses, damages and claims asserted against them by any Person arising from or incurred by reason of the designation of the US Borrower Representative as such and the co-borrowing arrangements of the US Borrowers as provided in this Agreement, any reliance by any US Agent, the Letter of Credit Issuer or any US Lender on any document, request or instruction given by the US Borrower Representative designated by the US Borrowers herein to act on their behalf or any other action taken by any US Agent, the Letter of Credit Issuer or the US Lenders with respect to the co-borrowing arrangement; provided, however, that no US Borrower shall have an obligation to indemnify any US Agent, the Letter of Credit Issuer or any US Lender under this Section 1.2(c)(2) with respect to any liabilities resulting solely from the gross negligence or willful misconduct of such indemnified party as determined in a final non-appealable judgment of a court of competent jurisdiction. The agreements of the US Borrowers contained in this Section 1.2(c)(2) shall survive payment of all other Obligations.

                              (3) On or prior to the Closing Date, the US Borrower Representative shall deliver to the Administrative Agent, a notice setting forth the account of one or more US Borrowers (each, a “Designated Account”) to which the Administrative Agent is authorized to transfer the proceeds of the US Revolving Loans requested hereunder. The US Borrower Representative may designate a replacement account from time to time by written notice. All such Designated Accounts must be reasonably satisfactory to the Administrative Agent. The Administrative Agent is entitled to rely conclusively on the US Borrower Representative’s request for US Revolving Loans on behalf of each US Borrower, so long as the proceeds thereof are to be transferred to such Borrower’s Designated Account. The Administrative Agent has no duty to verify the identity of any individual representing himself or herself as a person authorized by the US Borrower Representative to make such requests on its behalf.

                    (d) No Liability. No US Agent shall incur any liability to any US Borrower as a result of acting upon any notice referred to in Section 1.2(b) which the Administrative Agent believes in good faith to have been given by an officer or other person duly authorized by the US Borrower Representative to request US Revolving Loans on behalf of the US Borrowers. The crediting of US Revolving Loans to a US Borrower’s Designated Account shall conclusively establishes the obligation of such US Borrower to repay such US Revolving Loans as provided herein.

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                    (e) Notice Irrevocable. Any Notice of Borrowing made pursuant to Section 1.2(b) shall be irrevocable. The US Borrowers shall be bound to borrow the funds requested therein in accordance therewith.

                    (f) Administrative Agent’s Election. Promptly after receipt of a Notice of Borrowing, the Administrative Agent shall elect to have the terms of Section 1.2(g) or the terms of Section 1.2(h) apply to such requested US Borrowing. If the Administrative Agent declines in its sole discretion to make a Non-Ratable Loan pursuant to Section 1.2(h), the terms of Section 1.2(g) shall apply to the requested US Borrowing.

                    (g) Making of US Revolving Loans. If the Administrative Agent elects to have the terms of this Section 1.2(g) apply to a requested US Borrowing, then promptly after receipt of a Notice of Borrowing, the Administrative Agent shall notify the US Lenders by telecopy, telephone or e-mail of the requested US Borrowing. Each US Lender shall transfer its Pro Rata Share of the requested US Borrowing to the Administrative Agent in immediately available funds, to the account from time to time designated by the Administrative Agent, not later than 1:00 p.m. (New York time) on the applicable Funding Date. After the Administrative Agent’s receipt of all proceeds of such US Revolving Loans, the Administrative Agent shall make the proceeds of such US Revolving Loans available to the US Borrowers on the applicable Funding Date by transferring same day funds to the US Borrower’s Designated Account (or Designated Accounts) set forth in the Notice of Borrowing or via the Administrative Agent’s online system; provided, however, that the amount of US Revolving Loans so made on any date shall not exceed either US Availability or Total Excess Availability on such date.

                    (h) Making of Non-Ratable Loans.

                              (1) If the Administrative Agent elects to have the terms of this Section 1.2(h) apply to a requested US Borrowing, the Administrative Agent shall make a US Revolving Loan in the amount of that US Borrowing available to the US Borrower on the applicable Funding Date by transferring same day funds to the Designated Account (or Designated Accounts) set forth in the Notice of Borrowing or, in the case of US Revolving Loans made on the Closing Date, to such accounts as designated by the US Borrower Representative in writing. Each US Revolving Loan made solely by Administrative Agent pursuant to this Section is herein referred to as a “Non-Ratable Loan”, and such US Revolving Loans are collectively referred to as the “Non-Ratable Loans.” Each Non-Ratable Loan shall be subject to all the terms and conditions applicable to other US Revolving Loans except that all payments thereon shall be payable to the Administrative Agent solely for its own account. The aggregate amount of Non-Ratable Loans outstanding at any time to all US Borrowers shall not exceed the Dollar Equivalent of $30,000,000. The Administrative Agent shall not make any Non-Ratable Loan if (1) the Administrative Agent has received written notice from any US Lender that one or more of the applicable conditions precedent set forth in Article 8 will not be satisfied on the requested Funding Date for the applicable US Borrowing, or (2) the requested US Borrowing would exceed US Availability or Total Excess Availability on that Funding Date.

                              (2) The Non-Ratable Loans to the US Borrowers shall be secured by the US Agents’ Liens in and to the US Collateral and shall constitute US Base Rate Revolving Loans and Obligations of the US Borrowers hereunder.

                    (i) Agent Advances.

                              (1) Subject to the limitations set forth below, the Administrative Agent is authorized by each US Obligor and each US Lender, from time to time in the Administrative Agent’s sole discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the

4

other conditions precedent set forth in Article 8 have not been satisfied, to make US Base Rate Revolving Loans to the US Borrowers on behalf of the US Lenders in an aggregate amount outstanding at any time not to exceed 10% of the US Borrowing Base but not in excess of the Maximum US Amount which the Administrative Agent, in its reasonable business judgment, deems necessary or desirable (1) to preserve or protect the US Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the US Revolving Loans and other US Obligations, or (3) to pay any other amount chargeable to the US Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 13.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the US Required Lenders may at any time revoke the Administrative Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof.

                              (2) The Agent Advances made with respect to any US Borrower shall be secured by the US Agents’ Liens in and to the US Collateral and shall constitute US Base Rate Revolving Loans and Obligations of the US Borrowers hereunder.

          1.3 [Intentionally deleted].

          1.4 Letters of Credit.

                    (a) Agreement to Issue or Cause To Issue. Subject to the terms and conditions of this Agreement, Administrative Agent agrees (i) to cause the Letter of Credit Issuer to issue for the account of a US Borrower one or more commercial/documentary or standby letters of credit when instructed by the US Borrower Representative (“Letter of Credit”) and/or (ii) to provide credit support or other enhancement to an issuer of a letter of credit acceptable to Administrative Agent which issues a Letter of Credit for the account of any US Borrower (any such credit support or enhancement being herein referred to as a “Credit Support”) when instructed by such US Borrower Representative from time to time during the term of this Agreement.

                    (b) Amounts; Outside Expiration Date. The Administrative Agent shall not have any obligation to issue or cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the US Unused Letter of Credit Subfacility at such time; (ii) to the extent the requested Letter of Credit is to be denominated in Pounds Sterling, Euro or Canadian Dollars, the maximum face amount of such Letter of Credit is greater than the US Unused Multicurrency Letter of Credit Sublimit; (iii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the US Borrowers in connection with the opening thereof would exceed either US Availability or Total Excess Availability at such time; (iv) such Letter of Credit has an expiration date less than 30 days prior to the Stated Termination Date or more than 12 months from the date of issuance for standby letters of credit and 180 days for documentary letters of credit; (v) a Default or Event of Default has occurred and is continuing; or (vi) such Letter of Credit for the account of any US Borrower is denominated in any currency other than an Approved Currency. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each US Lender shall be deemed to have consented to any such extension or renewal unless the US Required Lenders shall have provided to the Administrative Agent, written notice that they decline to consent to any such extension or renewal at least thirty (30) days prior to the date on which the Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit.

                    (c) Other Conditions. In addition to conditions precedent contained in Article 8, the obligation of the Letter of Credit Issuer to issue or the Administrative Agent to cause to be issued any

5

Letter of Credit or to provide Credit Support for any Letter of Credit is subject to the following conditions precedent having been satisfied in a manner reasonably satisfactory to the Administrative Agent:

                              (1) The US Borrower Representative shall have delivered to the Letter of Credit Issuer, at such times and in such manner as such Letter of Credit Issuer may prescribe, an application in form and substance satisfactory to such Letter of Credit Issuer and reasonably satisfactory to the Administrative Agent for the issuance of the Letter of Credit and such other documents as may be required pursuant to the terms thereof, and the form, terms and purpose of the proposed Letter of Credit shall be reasonably satisfactory to the Administrative Agent and the Letter of Credit Issuer; and

                              (2) As of the date of issuance, no order of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed Letter of Credit Issuer refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit.

                    (d) Issuance of Letters of Credit.

                              (1) Request for Issuance. The US Borrower Representative must notify the Administrative Agent and the Letter of Credit Issuer of a requested Letter of Credit at least three (3) US Business Days prior to the proposed issuance date (or any lesser period as approved by the Administrative Agent and the Letter of Credit Issuer). Such notice shall be irrevocable and must specify the original face amount of the Letter of Credit requested, the US Business Day of issuance of such requested Letter of Credit, whether such Letter of Credit may be drawn in a single or in partial draws, the currency in which such Letter of Credit is to be denominated, the US Business Day on which the requested Letter of Credit is to expire, the purpose for which such Letter of Credit is to be issued, and the beneficiary of the requested Letter of Credit. The US Borrower Representative shall attach to such notice the proposed form of the Letter of Credit.

                              (2) Responsibilities of the Administrative Agent; Issuance. As of the US Business Day immediately preceding the requested issuance date of the Letter of Credit, the Administrative Agent shall determine (i) the amount of the US Unused Letter of Credit Subfacility, (ii) if such Letter of Credit is to be denominated in Pounds Sterling, Euro or Canadian Dollars, the US Unused Multicurrency Letter of Credit Sublimit and (iii) US Availability or Total Excess Availability. If (i) the face amount of the requested Letter of Credit is less than the US Unused Letter of Credit Subfacility, (ii) if the requested Letter of Credit is to be denominated in Pounds Sterling, Euro or Canadian Dollars, the face amount of such Letter of Credit is less than the US Unused Multicurrency Letter of Credit Sublimit, and (iii) the amount of such requested Letter of Credit and all commissions, fees, and charges due from the US Borrower in connection with the opening thereof would not exceed US Availability or Total Excess Availability, the Administrative Agent shall cause the Letter of Credit Issuer to issue the requested Letter of Credit on the requested issuance date so long as the other conditions hereof are met.

                              (3) No Extensions or Amendment. The Administrative Agent shall not be obligated to cause the Letter of Credit Issuer to extend or amend any Letter of Credit issued pursuant hereto unless the requirements of this Section 1.4 are met as though a new Letter of Credit were being requested and issued.

                    (e) Payments Pursuant to Letters of Credit. The US Borrowers agree, jointly and severally, to reimburse immediately the Letter of Credit Issuer for any draw under any Letter of Credit in

6

the currency in which such Letter of Credit is denominated and the Administrative Agent for the account of the US Lenders upon any payment pursuant to any Credit Support, and to pay the Letter of Credit Issuer the amount of all other charges and fees then due and payable to the Letter of Credit Issuer in connection with any Letter of Credit issued for its account immediately when due, irrespective of any claim, setoff, defense or other right which the US Borrowers may have at any time against the Letter of Credit Issuer or any other Person. Each drawing under any Letter of Credit shall constitute a request by the US Borrowers to the Administrative Agent for a Borrowing of a US Base Rate Revolving Loan in the amount of such drawing. The Funding Date with respect to such Borrowing shall be the date of such drawing, and the Administrative Agent is authorized to charge the US Borrowers’ Loan Account for the amount of such drawing in accordance with Section 3.6; provided, that if such Letter of Credit is denominated in Pounds Sterling, Canadian Dollars or Euro the procedures in this sentence and the immediately preceding sentence shall be subject to Section 12.15(e).

                    (f) Indemnification; Exoneration.

                              (1) Indemnification. In addition to amounts payable as elsewhere provided in this Section 1.4, the US Borrowers agree, jointly and severally, to protect, indemnify, pay and save the US Lenders and the Administrative Agent harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) which any US Lender or the Administrative Agent (other than a US Lender in its capacity as Letter of Credit Issuer) may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit or the provision of any Credit Support or enhancement in connection therewith. The US Borrowers’ obligations under this Section shall survive payment of all other Obligations.

                              (2) Assumption of Risk by the Applicable Borrowers. As among the US Borrowers, the US Lenders, and the US Agents, the US Borrowers assume all risks of the acts and omissions of, or misuse of any of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the US Lenders and the US Agents (in each case, in their capacity as such) shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (C) the failure of the beneficiary of any Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (D) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (G) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; (H) any consequences arising from causes beyond the control of the US Lenders or the US Agents, including any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority or (I) the Letter of Credit Issuer’s honor of a draw for which the draw or any certificate fails to comply in any respect with the terms of the Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any rights or powers of the US Agents or any US Lender under this Section 1.4(f), or the existence, validity or extent of any action, claim or rights that US Borrower may have against any Person other than the US Lenders and the US Agents.

                              (3) Exoneration. Without limiting the foregoing, no action or omission whatsoever by any US Agent or any US Lender (excluding any US Lender in its capacity as a Letter of

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Credit Issuer) shall result in any liability of any US Agent or any US Lender to any US Borrower, or relieve any US Borrower of any of its obligations hereunder to any such Person.

                              (4) Rights Against Letter of Credit Issuer. Nothing contained in this Agreement is intended to limit the US Borrowers’ rights, if any, with respect to the Letter of Credit Issuer which arise as a result of the letter of credit application and related documents executed by and between the US Borrower (or the US Borrower Representative on its behalf) and the Letter of Credit Issuer or any other Person that is not a US Lender or US Agent.

                              (5) Account Party. Each US Borrower hereby authorizes and directs any Letter of Credit Issuer to name the US Borrower Representative as the “Account Party” therein for any Letter of Credit issued on its behalf and to deliver to the US Agent all instruments, documents and other writings and property received by the Letter of Credit Issuer pursuant to the Letter of Credit, and to accept and rely upon the Administrative Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit or the application therefor.

                    (g) Cash Collateral. If, notwithstanding the provisions of Section 1.4(b) and Section 10.1, any Letter of Credit or Credit Support is outstanding after the Termination Date, then upon such Termination Date the US Borrowers shall deposit with the Administrative Agent, for the ratable benefit of the US Agents and the US Lenders, with respect to each Letter of Credit or Credit Support then outstanding, cash collateral in an amount equal to 105% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any fees and expenses associated with such Letter of Credit or such Credit Support. The Administrative Agent shall be entitled to withdraw from the cash collateral account, for amounts necessary to reimburse the Administrative Agent and the US Lenders for payments to be made by the Administrative Agent and the US Lenders under such Letter of Credit or Credit Support and any fees and expenses associated with such Letter of Credit or Credit Support. Such cash collateral shall be held by the Administrative Agent, for the ratable benefit of the US Agents and the US Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such Credit Support remaining outstanding. Upon expiration of any such outstanding Letter of Credit, or cancellation and return of such Letter of Credit to the Letter of Credit Issuer, the Administrative Agent shall pay to the US Borrowers any cash remaining after payment in full of all amounts due (including fees and expenses) to the Administrative Agent.

          1.5 US Bank Products. Each US Borrower may request and any Bank Product Provider may, in its sole and absolute discretion, arrange for such US Borrower to obtain from the Bank Product Provider US Bank Products, although no US Borrower is required to do so. If US Bank Products are provided by a Bank Product Provider, the US Borrowers agree, jointly and severally, to indemnify and hold the US Agents, the Bank Product Provider and the US Lenders harmless from any and all costs and obligations now or hereafter incurred by any US Agent, the Bank Product Provider or any of the US Lenders which arise from any indemnity given by the Administrative Agent to the Bank Product Provider related to such US Bank Products; provided, however, nothing contained herein is intended to limit any US Borrower’s rights with respect to the Bank Product Provider, if any, which arise as a result of the execution of documents by and between any US Borrower and the Bank which relate to US Bank Products. The agreement contained in this Section shall survive termination of this Agreement. Each US Borrower acknowledges and agrees that the obtaining of US Bank Products from a Bank Product Provider (a) is in the sole and absolute discretion of the Bank Product Provider, and (b) is subject to all rules and regulations of the Bank Product Provider.

          1.6 Joint And Several Obligations; Cross-Guaranty.

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                    (a) Each US Borrower hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to the US Agents and the US Lenders the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of all US Obligations owed or hereafter owing to the Administrative Agent and the US Lenders by each other US Borrower, regardless of which US Borrower actually receives any US Revolving Loans or other extensions of credit under the US Loan Documents, the amount received by any US Borrower or the manner in which any US Borrower, the Administrative Agent or any US Lender accounts for such Loans and other extensions of credit. Each US Borrower agrees that its guaranty of the Obligations hereunder are a continuing guaranty of payment and performance and not of collection, and that its US Obligations under this Section 1.6 shall not be discharged until payment and performance in full of all Obligations and termination of all US Commitments and UK Commitments.

                    (b) The US Obligations of the US Borrowers under this Section 1.6 and the Liens securing such US Obligations shall not be released or impaired by any action or inaction on the part of any US Agent or any US Lender which would otherwise constitute the release of a surety. Without limiting the generality of the foregoing, the liability of any US Borrower hereunder shall not be affected or impaired in any manner by (i) the failure of any Person to become or remain a US Borrower or guarantor or the failure of any US Agent or any US Lender to preserve, protect or enforce any right to require any Person to become or remain a US Borrower or guarantor, (ii) any taking, failure to take, failure to create, perfect or ensure the priority of, or exchange, release or termination or lapse of any Lien securing any US Obligations of any other US Borrower, or any taking, failure to take, release or amendment or waiver of or consent to departure from, any other guaranty of any of the US Obligations of any other US Borrower, (iii) any manner or order of sale or other enforcement of any Lien securing any of the US Obligations or any manner or order of application of the proceeds of any such Lien to the payment of the US Obligations or any failure to enforce any Lien or to apply any proceeds thereof, (iv) any furnishing, exchange, substitution or release of any collateral securing the US Obligations, or any failure to perfect any Lien in any of the collateral securing the US Obligations, or (v) any other circumstance which might otherwise constitute a defense (except the final payment in full) available to, or a discharge of, a surety or guarantor.

                    (c) The liability of each US Borrower under this Agreement for obligations in its capacity as guarantor and its joint and several liability as a co-US Borrower for any other US Borrower’s US Obligations hereunder shall remain valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than final payment in full of the US Obligations), including the occurrence of any of the following, whether or not such Borrower shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Loan Documents, at law, in equity or otherwise) with respect to the US Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the US Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Default) of this Agreement, any of the other Loan Documents or any agreement or instrument executed pursuant hereto or thereto, or of any other guaranty or security for the US Obligations, in each case whether or not in accordance with the terms of this Agreement, such Loan Document or any agreement relating to such other guaranty or security; (iii) the US Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source to the payment of any liability other than the US Obligations, even though the US Lenders might have elected to apply such payment to any part or all of the US Obligations; (v) any consent by any US Lender or any US Agent to the change, reorganization or termination of the corporate structure or existence of any other US Borrower, or any other Person and to any corresponding restructuring of the US

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Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the US Obligations; (vii) any defenses (except the defense of final payment in full), set-offs or counterclaims which any US Borrower, any guarantor or any other Person may allege or assert against any Agent or any Lender in respect of the US Obligations, including, for example, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any US Borrower as an obligor in respect of the US Obligations.

                    (d) To the maximum extent permitted by law, each US Borrower in its capacity as a guarantor hereunder hereby waives and agrees not to assert or take advantage of: (i) any defense now existing or hereafter arising based upon any legal disability or other defense of any other US Borrower or any guarantor or other Person, or by reason of the cessation or limitation of the liability of any other US Borrower or any guarantor or other Person from any cause other than full payment and performance of all obligations due under this Agreement or any of the other Loan Documents; (ii) any defense based upon any lack of authority of the officers, directors, partners or US Agents acting or purporting to act on behalf of any other US Borrower or any guarantor or other Person, or any defect in the formation of any other US Borrower or any guarantor or other Person; (iii) the unenforceability or invalidity of any security or guaranty or the lack of perfection or continuing perfection, or failure of priority of any security for the US Obligations; (iv) any and all rights and defenses arising out of an election of remedies by any US Agent or any US Lender, even though that election of remedies, such as a non-judicial foreclosure with respect to security for an US Obligation, has destroyed such US Borrower’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (v) any defense based upon any failure to disclose to such US Borrower any information concerning the financial condition of any other US Borrower or any guarantor or other Person or any other circumstances bearing on the ability of any other US Borrower or any guarantor or other Person to pay and perform all obligations due under this Agreement or any of the other Loan Documents; (vi) any failure by any US Agent or any US Lender to give notice to such US Borrower or any guarantor or other Person of the sale or other disposition of security, and any defect in notice given by any US Agent or any US Lender in connection with any such sale or disposition of security; (vii) any failure of any US Agent or any US Lender to comply with applicable laws in connection with the sale or disposition of security, including any failure by any US Lender or any US Agent to conduct a commercially reasonable sale or other disposition of such security; (viii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal, or that reduces a surety’s or guarantor’s obligations in proportion to the principal’s obligation; (ix) any use of cash collateral under Section 363 of the Bankruptcy Code; (x) any defense based upon an election by any US Agent or any US Lender, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any successor statute; (xi) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Bankruptcy Code; (xii) any right of subrogation, any right to enforce any remedy which any US Agent or any US Lender may have against any other US Borrower or any guarantor or other Person and any right to participate in, or benefit from, any security now or hereafter held by the Administrative Agent or any US Lender for the US Obligations of the other US Borrowers, until all US Obligations (other than indemnities and other contingent liabilities not then due and payable) have been paid in full and the US Commitments terminated; (xiii) presentment, demand, protest and notice of any kind, including notice of acceptance of this Agreement and of the existence, creation or incurring of new or additional US Obligations; (xiv) the benefit of any statute of limitations affecting the liability of any other US Borrower or any guarantor or other Person, enforcement of this Agreement or any other Loan Documents, the liability of any other US Borrower hereunder or the enforcement hereof; (xv) except as expressly contemplated in Article 9 of this Agreement, all notices of intention to accelerate and/or notice of acceleration of the US Obligations; (xvi) relief from any

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applicable valuation or appraisement laws; (xvii) any other action by any US Agent or any US Lender, whether authorized by this Agreement or otherwise, or any omission by any US Agent or any US Lender or other failure of any US Agent or any US Lender to pursue, or delay in pursuing, any other remedy in its power; (xviii) any and all claims and/or rights of counterclaim, recoupment, setoff or offset; and (xix) any defense based upon the application of the proceeds of a Loan for purposes other than the purposes represented by the US Borrowers or intended or understood by any US Agent or any US Lender or any US Borrower. Each US Borrower agrees that the payment and performance of all US Obligations or any part thereof or other act which tolls any statute of limitations applicable to this Agreement or the other Loan Documents shall similarly operate to toll the statute of limitations applicable to such US Borrower’s liability under this Section 1.6. Without limiting the generality of the foregoing or any other provision hereof, each US Borrower further waives any and all rights and defenses that such US Borrower may have as a guarantor because the US Obligations of any of the other US Borrowers are secured by real property of any of the other US Borrowers; this means, among other things, that: (1) the US Lenders may collect from such US Borrower without first foreclosing on any real or personal property collateral pledged by any other US Borrower, (2) if any US Agent or any US Lender forecloses on any real property collateral pledged by any other US Borrower, then (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) any US Agent or any US Lender may collect from such US Borrower even if any US Agent or any US Lender, by foreclosing on the real property collateral, has destroyed any right such US Borrower may have to collect from any other US Borrower. The foregoing sentence is an unconditional and irrevocable waiver of any rights and defenses each US Borrower may have because the US Obligations are secured by real property of any other US Borrower. Each US Borrower acknowledges and agrees that California Civil Code Section 2856 authorizes and validates waivers of a guarantor’s rights of subrogation and reimbursement and waivers of certain other rights and defenses available to a guarantor under California law. Based on the preceding sentence and without limiting the generality of the foregoing waivers contained in this subparagraph or any other provision hereof, each US Borrower expressly waives to the maximum extent permitted by law any and all rights and defenses (except the defense of final payment in full), including any rights of subrogation, reimbursement, indemnification and contribution (except subrogation or contribution pursuant to this Agreement), which might otherwise be available to such US Borrower under California Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433 and under California Code of Civil Procedure Sections 580a, 580b, 580d and 726 (or any of such sections), to the extent applicable or under the laws of any other jurisdiction to the extent the same are applicable to this Agreement or the agreements, covenants or obligations of any other US Borrower hereunder or under any other US Loan Document.

                    (e) Each US Borrower is fully aware of the financial condition of the other US Borrowers and is executing and delivering this Agreement based solely upon such US Borrower’s own independent investigation of all matters pertinent hereto and is not relying in any manner upon any representation or statement by any US Agent or any US Lender. Each US Borrower hereby assumes full responsibility for obtaining any additional information concerning the financial condition of the other US Borrowers, or any other guarantor or their respective properties, financial condition and prospects and any other matter pertinent hereto as such US Borrower may desire, and such US Borrower is not relying upon or expecting any US Agent or any US Lender to furnish to such US Borrower any information now or hereafter in the possession of the US Agent or any US Lender concerning the same or any other matter. By executing this Agreement, each US Borrower knowingly accepts the full range of risks encompassed within a contract of this type, which risks such US Borrower acknowledges. No US Borrower shall have the right to require any US Agent or any US Lender to obtain or disclose any information with respect to the US Obligations, the financial condition or prospects of any other US Borrower, the ability of any other US Borrower to pay or perform its US Obligations, the existence, perfection, priority or enforceability of any collateral security for any or all of the US Obligations, the existence or enforceability of any other guaranties of all or any part of the US Obligations, any action or non-action on

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the part of any US Agent or any US Lender, any other US Borrower or any other Person, or any other event, occurrence, condition or circumstance whatsoever.

                    (f) The US Obligations of each US Borrower as a guarantor (but not its obligations with respect to any Loans or advances made directly or indirectly to it, or Letters of Credit or Credit Support issued for its direct or indirect benefit) shall be limited to an amount not to exceed the greater of (i) the net amount of all Loans advanced to any other US Borrower under this Agreement and then re-loaned or otherwise transferred to or for the benefit of such US Borrower and (ii) the maximum amount of such obligations and liabilities as a guarantor that can be made or assumed by such US Borrower without rendering such obligation or liability void or voidable under applicable laws relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally, in each case giving effect to all liabilities of such US Borrower other than any liabilities in respect of intercompany indebtedness to the extent that it would be discharged in the amount paid by such US Borrower hereunder and giving effect to all rights of subrogation, contribution, reimbursement, indemnity or similar rights pursuant to applicable law or any agreement (the “Maximum Liability”).

                    (g) Each US Borrower hereby agrees that to the extent that any US Borrower makes any payment hereunder on behalf of another US Borrower, the US Borrower making such payment shall be entitled to seek and receive contribution and indemnification from and to be reimbursed by each other US Borrower, in an amount equal to a fraction of such payment, the numerator of which is the Maximum Liability of the US Borrower making the payment and the denominator of which is the Maximum Liability of all US Borrowers as of the date of determination. Each US Borrower’s right of contribution shall be subject to the terms and conditions of this Section 1.6(g). The provisions of this Section 1.6(g) shall in no respect limit the direct obligations and liabilities of any US Borrower to the US Lenders for any US Revolving Loans and advances made to it, or any Letter of Credit or Credit Support issued for its benefit and each US Borrower shall remain liable to the US Lenders for the full amount of its liabilities under this Agreement.

                    (h) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, each US Borrower in its capacity as a guarantor hereby expressly and irrevocably subordinates to payment of the US Obligations of the US Borrowers any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off and any and all defenses available to a surety, guarantor or accommodation co-obligor until the US Obligations (other than indemnities and other contingent liabilities not then due and payable) of the US Borrowers are paid in full in cash and all US Commitments are terminated. Each US Borrower in its capacity as a guarantor only acknowledges and agrees that this subordination is intended to benefit the US Agents and the US Lenders and shall not limit or otherwise affect such US Borrower’s primary liability hereunder or the enforceability of this Section 1.6, and that the US Agents, US Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 1.6.

                    (i) No US Borrower shall be entitled to be subrogated to any of the rights of any US Agent or any US Lender or against any other US Borrower, or any collateral security or guarantee or right to offset held by any US Agent or any US Lender for the payment of the US Obligations of the US Borrowers, as the case may be, nor shall any US Borrower seek or be entitled to seek any contribution or reimbursement from or any other US Borrower in respect of payments made by such US Borrower hereunder, until all amounts owing to the US Agents and the US Lenders on account of the US Obligations of the US Borrowers are paid in full, no Letter of Credit shall be outstanding and the US Commitments are terminated or have expired. If any amount shall be paid to any US Borrower on account of such subrogation rights at any time not permitted hereunder, such amount shall be held by such US Borrower in trust for the Administrative Agent and the US Lenders, segregated from other funds of such US Borrower, and shall, forthwith upon receipt, be turned over to the Administrative Agent in the

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exact form received (duly endorsed to the Administrative Agent, if required), to be applied against the US Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

                    (j) This Section 1.6 is intended only to define the relative rights of the US Borrowers, the US Agents and the US Lenders and nothing set forth in this Section 1.6 is intended to or shall impair the obligations of the US Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement. Nothing contained in this Section 1.6 shall limit the liability of any US Borrower to pay the Loans or Advances made directly or indirectly to that US Borrower and accrued interest, fees and expenses with respect thereto, for which such US Borrower shall be primarily liable.

                    (k) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of each US Borrower to which such contribution and indemnification is owing.

          1.7 Increase in the Total US Facility. (a) So long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the US Borrower Representative may, by written notice to the Administrative Agent from time to time after the Closing Date, request Incremental Commitments in an aggregate amount not to exceed the Incremental Amount from one or more Incremental US Lenders (which may include any existing US Lender) willing to provide such Incremental Loans in their own discretion; provided, that each Incremental US Lender, if not already a US Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $10,000,000) and (ii) the date on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”).

                    (b) Each US Borrower and each Incremental US Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Incremental US Lender. Each Incremental Assumption Agreement shall specify that the Incremental Loans shall be on the same terms as the US Revolving Loans. The Administrative Agent shall promptly notify each US Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended by the Administrative Agent and the US Borrower Representative to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitments evidenced thereby as provided for in Section 11.1 which amendment shall be then furnished to the other parties hereto.

                    (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 1.7 unless (i) on the date of such effectiveness, the conditions set forth in Section 8.2 (after giving effect to any amendment executed pursuant to Section 1.7(b)) shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an officer of each US Borrower, (ii) the Administrative Agent shall have received such legal opinions, board resolutions and other closing certificates and documentation, if any, as required by the relevant Incremental Assumption Agreement and consistent in all material respects with those delivered on the Closing Date under Section 8.1 and such additional documents and filings (including amendments to the Mortgages and other US Security Documents and title endorsement bringdowns) as the Administrative Agent may reasonably require to assure that the Incremental Loans have the same guarantees as, and are secured on a pari passu basis by the Collateral ratably with, the existing US Revolving Loans and (iii) the US Borrowers would be in pro forma compliance with the covenants contained in Sections 7.23 through

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7.26 after giving effect to such Incremental Commitment and the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date.

                    (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Loans, when originally made, are included in each Borrowing of outstanding US Revolving Loans on a pro rata basis. All Incremental Loans shall be treated as US Revolving Loans for all purposes under this Agreement and the other Loan Documents.

ARTICLE 2.
INTEREST AND FEES

          2.1 Interest.

                    (a) Interest Rates. All outstanding US Loans shall bear interest on the unpaid principal amount thereof (plus, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the US Base Rate or the US LIBOR Rate, as applicable, plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time US Revolving Loans are outstanding with respect to which the US Borrower Representative has not delivered to the Administrative Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those US Revolving Loans shall bear interest at a rate determined by reference to the US Base Rate, as applicable, until notice to the contrary has been given to the Administrative Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the outstanding US Loans shall bear interest as follows:

          (i) For all US Revolving Loans:

          (A) for all US Base Rate Revolving Loans at a fluctuating per annum rate equal to the US Base Rate plus the Applicable Margin specified for US Base Rate Revolving Loans; and

          (B) For all US LIBOR Revolving Loans at a per annum rate equal to the sum of the US LIBOR Rate plus the Applicable Margin specified for US LIBOR Revolving Loans.

          Each change in the US Base Rate shall be reflected in the interest rate applicable to US Revolving Loans, as of the effective date of such change. Each change in the US LIBOR Rate for each outstanding US LIBOR Revolving Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage. All interest charges on US Base Rate Revolving Loans shall be computed on the basis of a 365 or 366 day year for actual days elapsed. All interest charges on US LIBOR Revolving Loans shall be computed on the basis of a year of 360 days for actual days elapsed. The US Borrowers shall pay to the Administrative Agent, for the ratable benefit of US Lenders, interest accrued on all US Base Rate Revolving Loans in arrears at the end of each fiscal quarter hereafter and on the Termination Date, and the US Borrowers shall pay to the Administrative Agent, for the ratable benefit of the US Lenders interest on all US LIBOR Revolving Loans in arrears on each LIBOR Interest Payment Date and, if the Interest Period applicable to US LIBOR Revolving Loans is greater than three months, no less frequently than every three months.

                    (b) Default Rate. If all or a portion of (i) the principal amount of any US Revolving Loan or (ii) any interest payable thereon or any other US Obligation shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per

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annum that is (x) in the case of overdue principal, the rate that would otherwise be applicable thereto plus 2% or (y) in the case of any overdue interest or any such other US Obligation, the rate applicable to Base Rate Revolving Loans plus 2% from and including the date of such non-payment to but excluding the date on which such amount is paid in full (after as well as before judgment).

          2.2 Continuation and Conversion Elections.

                    (a) Subject to Section 1.2(b)(3), the US Borrowers may:

          (i) elect, as of any US Business Day, in the case of US Base Rate Revolving Loans to convert any US Base Rate Revolving Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into US LIBOR Revolving Loans; or

          (ii) elect, as of the last day of the applicable Interest Period, to continue any US LIBOR Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof);

provided, that if at any time the aggregate amount of US LIBOR Revolving Loans in respect of any single Interest Period is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such US LIBOR Revolving Loans shall automatically convert into US Base Rate Revolving Loans; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month.

                    (b) The US Borrower Representative shall deliver a notice of continuation/conversion in the form attached hereto as Exhibit E (a “Notice of Continuation/Conversion”) to the Administrative Agent not later than 2:00 p.m. New York time, at least three (3) US Business Days in advance of the Continuation/Conversion Date, if the US Revolving Loans are to be converted into or continued as US LIBOR Revolving Loans and specifying:

          (i) the proposed Continuation/Conversion Date;

          (ii) the aggregate amount of US Revolving Loans to be converted or renewed;

          (iii) the type of US Revolving Loans resulting from the proposed conversion or continuation; and

          (iv) the duration of the requested Interest Period, provided, however, the US Borrower Representative may not select an Interest Period that ends after the Stated Termination Date.

                    (c) If upon the expiration of any Interest Period applicable to US LIBOR Revolving Loans, the US Borrower Representative has failed to select timely a new Interest Period to be applicable to such US LIBOR Revolving Loans or if any Default or Event of Default then exists, the US Borrower Representative shall be deemed to have elected to convert such US LIBOR Revolving Loans into US Base Rate Revolving Loans effective as of the expiration date of such Interest Period.

                    (d) The Administrative Agent will promptly notify each US Lender, as applicable, of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made

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ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each US Lender.

                    (e) There may not be more than six (6) different Interest Periods for US LIBOR Revolving Loans in effect hereunder at any time.

          2.3 Maximum Interest Rate. In no event shall any interest rate provided for hereunder exceed the maximum rate legally chargeable by any US Lender under applicable law for such US Lender with respect to loans of the type provided for hereunder (the “Maximum Rate”). If, in any month, any interest rate, absent such limitation, would have exceeded the Maximum Rate, then the interest rate for that month shall be the Maximum Rate, and, if in future months, that interest rate would otherwise be less than the Maximum Rate, then that interest rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the US Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 2.3, have been paid or accrued if the interest rate otherwise set forth in this Agreement had at all times been in effect, then the US Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the applicable US Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have accrued if the Maximum Rate had, at all times during the term of this Agreement, been in effect or (ii) the amount of interest which would have accrued had the interest rate otherwise set forth in this Agreement, at all times, during the term of this Agreement, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. If a court of competent jurisdiction determines that the Administrative Agent and/or any US Lender has received interest and other charges hereunder in excess of the Maximum Rate, such excess shall be deemed received on account of, and shall automatically be applied to reduce, the then outstanding US Obligations of the US Borrowers other than interest, in the inverse order of maturity, and if there are no such US Obligations of the US Borrowers outstanding, the Administrative Agent and/or such US Lender shall refund to the US Borrowers such excess.

          2.4 Agent Fees. The US Borrowers agree, jointly and severally, to pay the Administrative Agent fees in the amount and at the times set forth in the amended and restated fee letter dated June 23, 2006, among the Administrative Agent, Lehman Commercial Paper Inc., Lehman Brothers Inc., CIT Capital Securities LLC, Goldman Sachs & Co., Goldman Sachs Credit Partners L.P., Wachovia Bank, National Association, Wachovia Investment Holdings, LLC, the Parent Guarantor and Acquisition Sub (as amended, restated, supplemented or otherwise modified from time to time, the “Fee Letter”).

          2.5 Unused Line Fee. On the first day of each month and on the Termination Date: (i) the UK Borrower agrees to pay to the UK Agent, for the account of the UK Lenders, in accordance with their respective Pro Rata Shares, an unused line fee (the “UK Unused Line Fee”) in an amount equal to the Sterling Equivalent of the Applicable Unused Line Fee Rate multiplied by the amount by which the UK Commitments exceed the average daily amount of UK Aggregate Outstandings and (ii) the US Borrowers agree, jointly and severally, to pay to the Administrative Agent, for the account of the US Lenders, in accordance with their respective Pro Rata Shares, an unused line fee (the “US Unused Line Fee”) in an amount equal to the Dollar Equivalent of (x) the Applicable Unused Line Fee Rate multiplied by the amount by which the Aggregate Commitments exceeds the average daily amount of Aggregate Outstandings less (y) the amount of the UK Unused Line Fee payable for such period during the immediately preceding month or shorter period if calculated for the first month hereafter or on the Termination Date. The Unused Line Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed.

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          2.6 Letter of Credit Fee. The US Borrowers agree, jointly and severally, to pay to the Administrative Agent, for the account of the US Lenders, in accordance with their respective Pro Rata Shares, for each Letter of Credit issued under the US Credit Agreement, a fee (the “Letter of Credit Fee”) equal to the Applicable Margin for US LIBOR Revolving Loans and to the Administrative Agent for the benefit of the Letter of Credit Issuer a fronting fee of one-eighth of one percent (0.125%) of the undrawn face amount of each Letter of Credit, and to the Letter of Credit Issuer, all customary out-of-pocket costs, fees and expenses incurred by the Letter of Credit Issuer in connection with the application for, processing of, issuance of, extension of, draws under or amendment to any Letter of Credit. The Letter of Credit Fee shall be payable monthly in arrears on the first day of each month following any month in which a Letter of Credit is outstanding and on the Termination Date. The Letter of Credit Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed. The Letter of Credit Fee with respect to any Letter of Credit denominated in Pounds Sterling, Canadian Dollars or Euro shall be converted into Dollars by the US Borrowers prior to the payment thereof on the basis of the Spot Rate for the purchase of Dollars with such other currency on the date of payment thereof.

ARTICLE 3.
PAYMENTS AND PREPAYMENTS

          3.1 Revolving Loans. The US Borrowers shall repay the outstanding principal balance of the US Revolving Loans made to such US Borrowers, plus all accrued but unpaid interest thereon, on the Termination Date. The US Borrowers may prepay the US Revolving Loans made to such US Borrowers at any time, and reborrow subject to the terms of this Agreement; provided, however, the US Borrowers may not terminate the Total US Facility unless the UK Borrower also terminates the Total UK Facility. In addition, and without limiting the generality of the foregoing, (a) the US Borrowers shall pay to the Administrative Agent, for the account of the US Lenders, the amount, without duplication, by which the US Aggregate Outstandings exceed the lesser of the US Borrowing Base or the Maximum US Amount, (b) the US Borrowers shall cause the UK Borrower to pay to the UK Agent, for the account of the UK Lenders, the amount, without duplication, by which the UK Aggregate Outstandings exceeds the lesser of the UK Borrowing Base or the Maximum UK Amount and (c) the US Borrowers shall either (i) cause the UK Borrower to pay to the UK Agent, for the account of the UK Lenders, the amount by which the Aggregate Outstandings exceed the Maximum Amount or (ii) pay to the Administrative Agent, for account of the US Lenders, such amount, without duplication.

          3.2 Termination of Facility. The US Borrowers may terminate this Agreement upon at least thirty (30) US Business Days’ notice of intent to terminate and ten (10) US Business Days’ actual notice to the Administrative Agent and the UK Agent, upon (a) the payment by the Borrowers in full of all outstanding Revolving Loans, together with accrued interest thereon, and the cancellation and return of all outstanding Letters of Credit or the provision of cash collateral pursuant to Section 1.4(g) hereof and Section 1.4(g) of the UK Credit Agreement, (b) the payment by each Borrower in full in cash of all reimbursable expenses and other Obligations then due of such Borrower under this Agreement and the UK Credit Agreement, and (c) with respect to any LIBOR Loans prepaid, payment by each Borrower of the amounts due under Section 4.4, if any, and the corresponding amounts due, if any, under the UK Credit Agreement.

          3.3 [Intentionally deleted].

          3.4 US LIBOR Revolving Loan Prepayments. In connection with any prepayment, if any US LIBOR Revolving Loans are prepaid prior to the expiration date of the Interest Period applicable thereto, the US Borrowers shall pay to the US Lenders the amounts described in Section 4.4.

          3.5 Payments by the US Borrowers.

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                    (a) All payments to be made by the US Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the US Borrowers shall be made to the Administrative Agent for the account of the applicable US Lenders, at the account designated by the Administrative Agent and shall be made in Dollars and in immediately available funds, no later than 1:00 p.m. (New York time) on the date specified herein. Any payment received by the Administrative Agent on such date after such time shall be deemed to have been received on the following US Business Day and any applicable interest shall continue to accrue.

                    (b) Subject to the provisions set forth in the definition of “Interest Period,” whenever any payment is due on a day other than an US Business Day, such payment shall be due on the following US Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

          3.6 Payments as US Revolving Loans. At the election of the Administrative Agent, all payments of principal, interest, reimbursement obligations in connection with Letters of Credit and Credit Support for Letters of Credit, fees, premiums, reimbursable expenses and other sums payable hereunder or under any US Loan Document may be paid from the proceeds of US Revolving Loans made to the US Borrowers hereunder. Each US Borrower hereby irrevocably authorizes the Administrative Agent to charge the Loan Account of the US Borrowers for the purpose of paying all amounts from time to time due hereunder and agrees that all such amounts charged shall constitute US Base Rate Revolving Loans (including Non-Ratable Loans and Agent Advances) to the US Borrowers; provided, that if such Letter of Credit is denominated in Pounds Sterling, Canadian Dollars or Euro the procedures in this sentence and the immediately preceding sentence shall be subject to Section 12.15(e).

          3.7 Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the applicable US Lenders (according to the unpaid principal balance of the US Revolving Loans to which such payments relate held by each applicable US Lender) and payments of the fees shall, as applicable, be apportioned ratably among the US Lenders, except for fees payable solely to any US Agent and any Letter of Credit Issuer. All payments shall be remitted to the Administrative Agent and all such payments by any US Borrower not relating to principal or interest or premiums of specific US Revolving Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral of such US Borrower received by the Administrative Agent (other than voluntary or mandatory payments pursuant to Section 7.6), shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent from the US Borrowers; second, to pay any fees or expense reimbursements then due to the US Lenders from the US Borrowers; third, to pay interest due in respect of all US Revolving Loans, including Non-Ratable Loans and Agent Advances, made to the US Borrowers whether or not allowed or allowable in an insolvency proceeding; fourth, to pay or prepay principal of the US Revolving Loans, including Non-Ratable Loans, and Agent Advances, made to the US Borrowers and due and unpaid reimbursement obligations in respect of Letters of Credit; fifth, following the occurrence and during the continuance of a Default or an Event of Default, to pay an amount to the Administrative Agent equal to 105% of all outstanding Letter of Credit Obligations of the US Borrowers to be held as cash collateral for such Obligations; sixth to the payment of any other Obligation to any US Agent, Administrative Agent, Bank or the US Lenders, including Obligations in respect of US Bank Products; and seventh following the occurrence and continuation of a Default or Event of Default, to pay any of the foregoing amounts due to the Administrative Agent or any UK Agent on behalf of and for the benefit of the UK Lenders pursuant to the UK Obligations of the US Borrower, the Parent Guarantor or the US Subsidiaries under or pursuant to the UK Guaranty, the US Parent Guaranty or the US Subsidiary Guaranty; provided that so long as no Default or Event of Default shall have occurred and be continuing, the foregoing shall not be deemed to apply to any payment by any US Borrower specified by such US Borrower to be for the payment of specific obligations then due and payable (or prepayable) under and in

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accordance with any provision of any Loan Document. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the US Borrowers Representative or unless an Event of Default has occurred and is continuing or following termination of this Agreement, neither the Administrative Agent nor any US Lender shall apply any payments which it receives to any US LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such US LIBOR Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding US Base Rate Revolving Loans made to the US Borrowers and, in any event, in each case the US Borrowers shall pay LIBOR breakage losses, if any, in accordance with Section 4.4. Upon the occurrence and during the continuation of an Event of Default and, prior thereto in order to correct any error or otherwise with the consent of the Lenders required pursuant to Section 11.1(b) hereof, the Administrative Agent and the US Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations of the US Borrowers.

          3.8 Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the US Obligations, any US Agent, any US Lender, the Letter of Credit Issuer or Bank Product Provider, is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, and does in effect surrender such payment or proceeds, then the US Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by such US Agent, such US Lender, the Letter of Credit Issuer or Bank Product Provider and the US Borrowers shall be jointly and severally liable to pay to the US Agents, the US Lenders, the Letter of Credit Issuer or Bank Product Provider, and hereby do jointly and severally indemnify the US Agents, the US Lenders, the Letter of Credit Issuer or Bank Product Provider and hold the US Agents, the US Lenders, the Letter of Credit Issuer or Bank Product Provider harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 shall be and remain effective notwithstanding any contrary action which may have been taken by any US Agent, any US Lender, the Letter of Credit Issuer or Bank Product Provider in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the US Agents’, the US Lenders’, the Letter of Credit Issuer’s or Bank Product Provider’s rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreement.

          3.9 US Agents’ and US Lenders’ Books and Records; Monthly Statements. The Administrative Agent shall record the principal amount of the US Revolving Loans owing to the US Lenders, the undrawn face amount of all outstanding Letters of Credit issued for the account of the US Borrowers and the aggregate amount of unpaid reimbursement obligations outstanding with respect to the Letters of Credit for the account of the US Borrowers from time to time on its books. In addition, each US Lender may note the date and amount of each payment or prepayment of principal of such US Lender’s Loans in its books and records. Failure by the US Agents or any US Lender to make such notation shall not affect the obligations of the US Borrowers with respect to the US Revolving Loans or the Letters of Credit. The US Borrowers agree that the US Agents’ and each US Lender’s books and records showing the US Obligations and the transactions pursuant to this Agreement and the other Loan Documents shall be admissible in any action or proceeding arising therefrom, and shall constitute rebuttably presumptive proof thereof, irrespective of whether any US Obligation is also evidenced by a promissory note or other instrument. The Administrative Agent will provide to the US Borrowers a monthly statement of US Revolving Loans, payments, and other transactions with respect to such US Borrowers pursuant to this Agreement. Such statement shall be deemed correct, accurate, and binding on such US Borrowers and an account stated (except for reversals and reapplications of payments made as provided in Section 3.7 hereof and corrections of errors discovered by the Administrative Agent), unless

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the US Borrower Representative notifies the Administrative Agent in writing to the contrary within 45 days after such statement is rendered. In the event a timely written notice of objections is given by the US Borrower Representative, only the items to which exception is expressly made will be considered to be disputed by the US Borrowers.

          3.10 [Intentionally deleted].

ARTICLE 4.
TAXES, YIELD PROTECTION AND ILLEGALITY

          4.1 Taxes.

                    (a) Except as otherwise required by law, any and all payments by each US Obligor to any US Lender or any Agent under this Agreement and any other Loan Document shall be made free and clear of, and without deduction or withholding for any Taxes. In addition, each US Obligor shall pay all Other Taxes with respect to the US Obligations of such US Obligor and the payments due under the execution, delivery, registration and performance of this Agreement or otherwise and pursuant to any other Loan Document.

                    (b) Subject to Section 4.1(f), if a US Obligor fails to deduct or withhold Taxes or Other Taxes from a sum payable hereunder to any US Lender or any US Agent and the US Obligor would have been required to pay additional amounts in respect of that withholding or deduction under Section 4.1(c), then the US Obligor shall indemnify the US Agents and each US Lender for the full amount of such Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by any US Agent or such US Lender with respect to the US Obligations of such US Obligor and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto. Each US Agent and each US Lender seeking indemnification pursuant to this Section 4.1(b) agrees to deliver to the US Borrower Representative evidence of the Taxes or Other Taxes forming the basis for any such claim; provided that the prior delivery or sufficiency, in the judgment of the US Borrower Representative, of such evidence shall in no way be a condition of the US Obligors’ obligations to indemnify the US Agent or US Lender pursuant to this Section 4.1(b). No US Obligor shall be obligated to make a payment to a US Agent or US Lender pursuant to this clause in respect of penalties, interest and other liabilities attributable to any Taxes or Other Taxes if such penalties, interest and other liabilities are attributable to the gross negligence or willful misconduct of such US Agent or US Lender. After a US Agent or US Lender receives notice of the imposition of the Taxes or Other Taxes that are subject to this Section, such US Agent or US Lender will act in good faith to promptly notify each US Obligor of its obligations hereunder.

                    (c) If any US Obligor shall be required by law to deduct or withhold any Taxes or Other Taxes from or in respect of any sum payable hereunder to any US Lender or any US Agent, then, subject to Section 4.1(f) and without duplication:

          (i) the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) such US Lender or such US Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made; provided, however, that the US Obligor shall not be required to increase any such amounts payable to any US Lender or US Agent in respect of United States withholding taxes imposed on amounts payable to such US Lender or US Agent at the time such US Lender or US Agent becomes a party to this Agreement,

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except to the extent that such US Lender’s or US Agent’s assignor (if any) was entitled, at the time of an assignment, to receive additional amounts from the US Obligor;

          (ii) such US Obligor shall make such deductions and withholdings; and

          (iii) such US Obligor shall pay the full amount deducted or withheld to the relevant taxing authority or other authority in accordance with applicable law.

                    (d) At any US Agent’s request, within 30 days after the date of any payment by any US Obligor of Taxes or Other Taxes, the US Borrower shall furnish such US Agent, if available, the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment reasonably satisfactory to such US Agent.

                    (e) If any US Obligor is required to pay additional amounts to any US Lender pursuant to this Section, then such US Lender shall, upon the request and at the expense of the US Borrowers, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by such US Obligor which may thereafter accrue, if such change, in the reasonable judgment of such US Lender, (i) is not otherwise disadvantageous to such US Lender and (ii) would avoid the need for or reduce the amount of such additional amounts.

                    (f) Withholding Tax.

          (i) Each US Lender, Assignee, Agent and Letter of Credit Issuer that is a U.S. person as defined in Section 7701(a)(30) of the Code, other than a US Lender Assignee, or Letter of Credit Issuer that may be treated without the need for any documentation as an “exempt recipient” under Treasury Regulations Section 1.6049-4(c), and with respect to which no back-up withholding is required, shall deliver to the US Borrowers and the Administrative Agent, and if applicable, the assigning Lender on or before the date on which it becomes a party to this Agreement (or, in the case of an assignee, on or before the effective date of such assignment), two accurately and duly completed and signed copies of Internal Revenue Service Form W-9.

          (ii) Each US Lender, Assignee, Agent and Letter of Credit Issuer that is not a U.S. person as defined in Section 7701(a)(30) of the Code (a “Foreign Lender”) shall deliver to the US Borrowers and the Administrative Agent, and if applicable, the assigning Lender on or before the date on which it becomes a party to this Agreement (or, in the case of an Assignee, on or before the effective date of such assignment) either:

                    (A) two copies of an accurately and duly completed and signed Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to eligibility for benefits under any income tax treaty) or Form W-8IMY or successor and related applicable forms, as the case may be, certifying to such Lender’s entitlement as of such date to a complete exemption from, or reduced rate of, United States withholding tax with respect to all payments to be made for its account under this Agreement, or

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                    (B) in the case of a Foreign Lender that is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and that does not comply with the requirements of clause (A) hereof, (x) a statement in form and content reasonably acceptable to the Administrative Agent and the US Borrowers to the effect that such Foreign Lender is eligible for a complete exemption from withholding of United States withholding tax under Code Section 871(h) or 881(c) (a “Foreign Lender Complete Exemption Certificate”), and (y) two duly completed and signed copies of Internal Revenue Service Form W-8BEN or any successor and related applicable form.

Further, each Foreign Lender agrees, except to the extent that it is precluded from doing so by law, (i) to deliver to the US Borrowers and the Administrative Agent, and if applicable, the assigning Lender two copies of a duly completed and signed applicable Form W-8 or successor and related applicable forms or certificates, promptly upon the obsolescence or invalidity of, any such form or certificate, as the case may be, expires or becomes obsolete or invalid in accordance with applicable U.S. laws and regulations and (ii) to notify promptly the US Borrowers and the Administrative Agent if it is no longer able to deliver, or if it is required to withdraw or cancel, any form or certificate previously delivered by it pursuant to this Section 4.1(f). Notwithstanding any other provision of this clause, a Foreign Lender shall not be required to deliver any form pursuant to this clause that such Foreign Lender is not legally able to deliver. The US Borrowers shall not be required to pay additional amounts to any Lender, Assignee, Letter of Credit Issuer or Agent pursuant to this Section 4.1 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such person to comply with this paragraph.

                    (g) If the Administrative Agent or a US Lender, Letter of Credit Issuer or an Assignee determines, in its good faith discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the US Borrowers or with respect to which the US Borrowers have paid additional amounts pursuant to this Section 4.1, it shall pay over such refund to the US Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by the US Borrowers under this Section 4.1 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such US Lender, such Letter of Credit Issuer or such Assignee and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the US Borrowers, upon the request of the Administrative Agent, such US Lender, such Letter of Credit Issuer or such Assignee, agree to repay the amount paid over to the US Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the US Borrowers or any other Person.

          4.2 Illegality.

                    (a) If any US Lender reasonably determines that the introduction of any Requirement of Law, or any change in any Requirement of Law, or change in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any US Lender or its applicable lending office to make US LIBOR Revolving Loans, then, on notice thereof by that US Lender to the US Borrower Representative through the Administrative Agent, any obligation of that US Lender to make US LIBOR Revolving Loans shall be suspended until that US Lender notifies the Administrative Agent and the US Borrower that the circumstances giving rise to such determination no longer exist.

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                    (b) If any US Lender reasonably determines that the introduction of any Requirement of Law, or any change in any Requirement of Law, or change in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any other Governmental Authority has asserted that it is unlawful, for any US Lender or its applicable lending office to maintain any US LIBOR Revolving Loans, the US Borrower shall, upon its receipt of notice thereof by that US Lender to the US Borrower Representative through the Administrative Agent and demand from such US Lender (with a copy to the Administrative Agent), prepay in full such US LIBOR Revolving Loans of that US Lender then outstanding, together with interest accrued thereon and amounts required under Section 4.4, either on the last day of the Interest Period thereof, if that US Lender may lawfully continue to maintain such US LIBOR Revolving Loans to such day, or immediately, if that US Lender may not lawfully continue to maintain such US LIBOR Revolving Loans. If the US Borrowers are required to so prepay any US LIBOR Revolving Loans, then concurrently with such prepayment, the US Borrowers shall borrow from the affected US Lender, in the amount of such repayment, a US Base Rate Revolving Loan. Each US Lender agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different lending office if such designation will, in the sole judgment of such US Lender, avoid the need for such notice and will not otherwise be disadvantageous to such Lender.

                    (c) Should any US Lender’s US LIBOR Loans be suspended under the provisions of Section 4.2, then without limiting its obligations to reimburse any US Lender for compensation claimed pursuant to this Section 4.2, the US Borrowers may, within 60 days following such occurrence, treat that US Lender as an “Affected Lender” under Section 4.6 and exercise the applicable remedies set forth therein, subject to the conditions and limitation set forth therein.

          4.3 Increased Costs and Reduction of Return.

                    (a) If any US Lender determines that due to either (i) the introduction of or any change in the interpretation of any law or regulation or (ii) the compliance by that US Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such US Lender of agreeing to make or making, funding or maintaining any US LIBOR Revolving Loans, without duplication, then the US Borrowers shall jointly and severally be liable for, and shall from time to time, within five (5) US Business Days of demand by such US Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such US Lender, additional amounts as are sufficient to compensate such US Lender for such increased costs. This Section 4.3(a) shall not apply to any Taxes (which are subject to Section 4.1) or any income or franchise taxes as are imposed on or measured by each Agents’ or Lenders’ net income as a result of a connection between such Agent or Lender and the jurisdiction of the governmental authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Agent or Lender having executed, delivered or performed its obligations or received a payment under, or enforced by, the US Credit Agreement or UK Credit Agreement).

                    (b) If any US Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such US Lender or any corporation or other entity controlling such US Lender with any Capital Adequacy Regulation, affects the amount of capital required to be maintained by such US Lender or any corporation or other entity controlling such US Lender and (taking into consideration such US Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such US Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its US Commitments, loans, credits or obligations under this Agreement, then, upon demand of such US Lender

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to the US Borrower Representative in respect of which such US Lender has a US Commitment through the Administrative Agent, the US Borrowers shall pay to such US Lender, from time to time as specified by such US Lender, additional amounts sufficient to compensate such US Lender for such increase.

                    (c) If any US Obligor is required to pay additional amounts to any US Lender pursuant to this Section, then such US Lender shall, upon the request and at the expense of the US Borrowers, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by such US Obligor which may thereafter accrue, if such change, in the sole judgment of such US Lender, (i) is not otherwise disadvantageous to such US Lender and (ii) would avoid the need for or reduce the amount of such additional amounts.

          4.4 Funding Losses. Each US Borrower shall reimburse each US Lender and hold each US Lender harmless from any loss or expense which such US Lender may sustain or incur as a consequence of:

                    (a) the failure of such US Borrower to make on a timely basis any payment of principal of any US LIBOR Revolving Loan;

                    (b) the failure of such US Borrower to borrow, continue or convert a Loan after such US Borrower has given a Notice of Borrowing or a Notice of Continuation/Conversion; or

                    (c) the prepayment or other payment (including after acceleration thereof) of any US LIBOR Revolving Loan on a day that is not the last day of the relevant Interest Period;

including any such loss of anticipated profit and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its US LIBOR Revolving Loans or from fees payable to terminate the deposits from which such funds were obtained. Each US Borrower shall also pay any customary administrative fees charged by any US Lender in connection with the foregoing.

          4.5 Inability to Determine Rates. If the Administrative Agent determines that for any reason (a) adequate and reasonable means do not exist for determining the US LIBOR Rate for any requested Interest Period with respect to a proposed US Revolver LIBOR Loan or (b) that the US LIBOR Rate for any requested Interest Period with respect to a proposed US LIBOR Revolving Loan does not adequately and fairly reflect the cost to the applicable US Lenders of funding such US LIBOR Revolving Loan, the Administrative Agent will promptly so notify such US Borrower Representative and each such US Lender. Thereafter, the obligation of the US Lenders to make or maintain US LIBOR Revolving Loans hereunder shall be suspended until the Administrative Agent revokes such notice in writing. Upon receipt of such notice, (A) in the case of US Revolving Loans, (I) the US Borrower Representative may revoke any Notice of Borrowing or Notice of Continuation/Conversion in respect of US Revolving Loans then submitted by it without cost or expense to any US Borrower and (II) if the US Borrower Representative does not revoke such Notice, the US Lenders shall make, convert or continue the US Revolving Loans, as proposed by the US Borrower Representative, in the amount specified in the applicable notice submitted by the US Borrower Representative, but such US Revolving Loans shall be made, converted or continued as US Base Rate Revolving Loans instead of US LIBOR Revolving Loans.

          4.6 Certificates of Lenders.

                    (a) Any US Lender claiming reimbursement or compensation under this Article 4 (an “Affected Lender”) shall determine the amount thereof and shall deliver to the US Borrower Representative (with a copy to the Administrative Agent) a certificate setting forth in reasonable detail the

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amount payable to such Affected Lender and such evidence, documentation and other information reasonably required by the US Borrower to evaluate such claim, and such certificate shall be conclusive and binding on the US Borrowers in the absence of manifest error.

                    (b) Without limiting its obligations to reimburse an Affected Lender for compensation theretofore claimed by an Affected Lender pursuant to this Article 4, US Borrowers may, within 60 days following any demand by an Affected Lender, request that one or more Persons that are Eligible Assignees and that are approved by the Administrative Agent (which approval shall not be unreasonably withheld) purchase all (but not part) of the Affected Lender’s then outstanding US Revolving Loans, and assume its Pro Rata Share of the US Commitments and its obligations hereunder; provided that such request may not be made, and the Administrative Agent and the US Lenders shall have no obligations under this Section 4.6(b), if and to the extent that the basis for any such reimbursement or compensation with respect to such Affected Lender is, in the judgment of the Administrative Agent, applicable to the US Required Lenders or has resulted or could reasonably be expected to result in any claim for reimbursement or compensation under this Article 4 by the US Required Lenders. If one or more such Eligible Assignees so agree in writing (each, an “Assuming Lender,” and collectively, the “Assuming Lenders”), the Affected Lender shall assign its Pro Rata Share of the Aggregate Commitments (including, for the avoidance of doubt, the UK Commitments), together with the outstanding Revolving Loans (including, for the avoidance of doubt, the UK Revolving Loans) to the Assuming Lender or Assuming Lenders in accordance with Section 11.2; provided that, unless the Assuming Lender has also agreed to accept the assignment of all UK Commitments and UK Revolving Loans pursuant to the terms of the UK Credit Agreement, the US Lender shall not be required or permitted to assign its US Commitments or US Revolving Loans pursuant to this Section and any purported assignment pursuant to this Section shall be null and void. On the date of any such assignment, the Affected Lender which is being so replaced shall cease to be a “Lender” for all purposes of this Agreement and shall receive (x) from the Assuming Lender or Assuming Lenders the principal amount of its outstanding Loans and (y) from the US Borrowers all interest and fees accrued and then unpaid with respect to such US Revolving Loans, together with any other amounts then payable to such US Lender by US Borrowers.

          4.7 Survival. The agreements and obligations of the US Obligors in this Article 4 shall survive the payment of all other Obligations.

ARTICLE 5.
BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES

          5.1 Books and Records. Each Credit Party shall maintain in accordance with GAAP or UK GAAP, as applicable, applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a), and shall cause each of their Subsidiaries to maintain, at all times, correct and complete books, records and accounts in which complete, correct and timely entries are made of their transactions. The Credit Parties shall, and shall cause each of their Subsidiaries to, by means of appropriate entries, reflect in such accounts and in all Financial Statements proper liabilities and reserves for all taxes and proper provision for depreciation and amortization of property and bad debts, all in accordance with GAAP. The Credit Parties shall, and shall cause each of their Subsidiaries to, maintain at all times books and records pertaining to the Collateral in such detail, form and scope as the Administrative Agent, UK Agent or any Lender shall reasonably require, including, but not limited to, records of: (a) all payments received and all credits and extensions granted with respect to the Accounts; (b) the return, repossession, loss, damage, or destruction of any Rental Fleet Assets, Sales Inventory or Machinery and Equipment included in the Applicable Borrowing Base; and (c) all other material dealings affecting the Collateral.

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          5.2 Financial Information. The Parent Guarantor and the Borrowers shall promptly furnish to each Lender all such financial information regarding any Credit Party or any of their Subsidiaries as the Administrative Agent or the UK Agent shall reasonably request. Without limiting the foregoing, the Borrowers will furnish to the Administrative Agent and the UK Agent, in sufficient copies for distribution by the Administrative Agent and the UK Agent, as applicable, to each Lender, in such detail as the Administrative Agent, the UK Agent or the Lenders shall reasonably request, the following:

                    (a) As soon as available, but in any event not later than ninety (90) days after the end of each Fiscal Year (except as set forth in clause (v) below), (i) consolidated audited balance sheets, income statements, cash flow statements and changes in stockholders’ equity for Mobile Services and its consolidated Subsidiaries for such Fiscal Year, and the accompanying notes thereto, (ii) consolidating unaudited balance sheets, income statements and cash flow statements for Mobile Services and its consolidated Subsidiaries, (iii) unaudited balance sheets and income statements for Mobile Services and its consolidated US Subsidiaries, (iv) unaudited balance sheets and income statements for Ravenstock and its consolidated Subsidiaries and (v) balance sheets and income statements for Ravenstock and its consolidated Subsidiaries audited in accordance with UK GAAP and to be delivered as soon as available, but in any event not later than one hundred and eighty (180) days after the end of each Fiscal Year, setting forth in the case of each of the preceding clauses (i), (iii), (iv) and (v), in comparative form, figures for the previous Fiscal Year, all in reasonable detail, fairly presenting the financial position and the results of operations of the applicable Persons as at the date thereof and for the Fiscal Year then ended, prepared in accordance with GAAP (other than the absence of footnotes to the Financial Statements delivered pursuant to clauses (ii), (iii) and (iv) and other than clause (v) which has been prepared in accordance with UK GAAP) and denominated in Dollars (other than with respect to clauses (iv) and (v), which Financial Statements shall be denominated in Pounds Sterling). The consolidated audited financial statements shall be examined in accordance with generally accepted auditing standards by and, in the case of such statements performed on a consolidated basis, accompanied by a report thereon unqualified in any respect of independent certified public accountants of national standing in the United States selected by the US Borrower Representative. The US Borrower Representative, simultaneously with retaining such independent public accountants to conduct such annual audit, shall send a letter to such accountants, with a copy to the Administrative Agent, the UK Agent and the Lenders, notifying such accountants that one of the primary purposes for retaining such accountants’ services and having audited financial statements prepared by them is for use by the Administrative Agent, the UK Agent and the Lenders. At reasonable times and upon reasonable advance notice and the provision of an opportunity for the US Borrower to participate or accompany the UK Agent and/or the Administrative Agent, the US Borrower hereby authorizes the Administrative Agent and the UK Agent to communicate directly with the US Borrowers’ certified public accountants and, by this provision, authorizes those accountants to disclose to the Administrative Agent and the UK Agent any and all financial statements and other supporting financial documents and schedules relating to the Credit Parties and their Subsidiaries and to discuss directly with the Administrative Agent and the UK Agent the finances and affairs of the Credit Parties and their Subsidiaries.

                    (b) As soon as available, but in any event not later than forty (40) days after the end of each Fiscal Quarter, (i) consolidated unaudited balance sheets of Mobile Services and its consolidated Subsidiaries as at the end of such Fiscal Quarter, and consolidated unaudited income statements and cash flow statements for Mobile Services and its consolidated Subsidiaries for such Fiscal Quarter and for the period from the beginning of the Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail, fairly presenting the financial position and results of operations of Mobile Services and its consolidated Subsidiaries as at the date thereof and for such periods, and, in each case, in comparable form, figures for the corresponding period in the prior Fiscal Year, (ii) consolidating unaudited balance sheets and income statements for Mobile Services and its consolidated Subsidiaries, (iii) unaudited balance sheets and income statements for Mobile Services and its consolidated US Subsidiaries and (iv) unaudited balance

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sheets and income statements for Ravenstock and its consolidated Subsidiaries, in each case prepared in accordance with UK GAAP (other than the absence of footnotes and subject to normal year-end audit adjustments) applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a) and denominated in Dollars (other than with respect to clause (iv), which Financial Statements shall be denominated in Pounds Sterling). Mobile Services shall certify by a certificate signed by its chief financial officer that all such statements have been prepared in accordance with GAAP (other than the absence of footnotes and subject to normal year-end audit adjustments) and fairly present the financial position of the applicable Credit Parties and their Subsidiaries as at the dates thereof and their results of operations for the periods then ended, subject to normal year-end adjustments.

                    (c) As soon as available, but in any event not later than thirty (30) days after the end of each month, (i) unaudited balance sheets and income statements for Mobile Services and its consolidated US Subsidiaries and (ii) unaudited balance sheets and income statements for Ravenstock and its consolidated Subsidiaries, in each case prepared in accordance with UK GAAP (other than the absence of footnotes and subject to normal year-end audit adjustments) applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a) and denominated in Dollars (other than with respect to clause (ii), which such Financial Statements shall be denominated in Pounds Sterling). Mobile Services shall certify by a certificate signed by its chief financial officer that all such statements have been prepared in accordance with GAAP or UK GAAP, if applicable (other than the absence of footnotes and subject to normal year-end audit adjustments) and present fairly the financial position of the applicable Credit Parties and their Subsidiaries as at the dates thereof and their results of operations for the periods then ended, subject to normal year-end adjustments.

                    (d) With each of the annual audited Financial Statements delivered pursuant to Section 5.2(a), and the unaudited Financial Statements delivered pursuant to Section 5.2(b), a certificate of the chief financial officer of the US Borrower Representative (the “Compliance Certificate”) setting forth in reasonable detail the calculations required to establish that the Credit Parties were in compliance with the covenants set forth in Sections 7.23 through 7.26 during the period covered in such Financial Statements and as at the end thereof and a calculation of Pro Forma EBITDA for the Permitted Acquisitions completed during such period, and stating that, except as explained in reasonable detail in such certificate, (A) all of the representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are correct and complete in all material respects as at the date of such certificate as if made at such time, except for those that speak as of a particular date, (B) the Credit Parties are, at the date of such certificate, in compliance in all material respects with all of their respective covenants and agreements in this Agreement and the other Loan Documents, and (C) no Default or Event of Default then exists or existed during the period covered by the Financial Statements for such period. If such certificate discloses that a representation or warranty is not correct or complete, or that a covenant has not been complied with, or that a Default or Event of Default existed or exists, such certificate shall set forth what action the Applicable Borrower has taken or proposes to take with respect thereto.

                    (e) No sooner than sixty (60) days before and not later than the beginning of each Fiscal Year, (i) annual forecasts (to include forecasted consolidated balance sheets, income statements and cash flow statements) for Mobile Services and its consolidated Subsidiaries, (ii) annual forecasted income statements for Mobile Services and its consolidated US Subsidiaries and (iii) annual forecasted income statements for Ravenstock and its consolidated Subsidiaries, in each case, as at the end of and for each Fiscal Quarter of such Fiscal Year approved by the board of directors of such entity and in detail reasonably acceptable to the Administrative Agent and the UK Agent.

                    (f) [Intentionally Omitted].

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                    (g) Promptly upon the filing thereof, copies of all reports, if any, to or other documents filed by any Credit Party or any of its Subsidiaries with the Securities and Exchange Commission under the Exchange Act, and all reports, notices, or statements sent or received by any Credit Party or any of its Subsidiaries to or from the holders of any publicly traded equity interests of any Credit Party or any such Subsidiary (other than routine non-material correspondence) or of any Debt of any Credit Party or any of its Subsidiaries, including, Debt registered under the Securities Act, or to or from the trustee (other than routine, non-material correspondence) under any indenture under which the same is issued.

                    (h) As soon as available, but in any event not later than 15 days after any Credit Party’s receipt thereof, a copy of all management reports and management letters prepared for such Credit Party by any independent certified public accountants of any Credit Party or any of its Subsidiaries.

                    (i) Promptly after their preparation, copies of any and all proxy statements, financial statements, and reports which any Credit Party or any of its Subsidiaries makes available to its shareholders generally.

                    (j) If requested by the Administrative Agent or the UK Agent, promptly after filing with the IRS or any other Governmental Authority, a copy of each tax return filed by any Credit Party or by any of its Subsidiaries.

                    (k) As soon as available, but in any event within twenty (20) days after the end of each month (for such month), a Borrowing Base Certificate in the form of Exhibit B to this Agreement and all supporting information required in accordance with Section 9 of the Security Agreement and Section 4.4(c) of the UK Debenture.

                    (l) With each of the monthly Financial Statements delivered pursuant to Section 5.2(c), a certificate of the chief financial officer of the US Borrower Representative (the “M&E Disposition Certificate”) setting forth for the most recently completed month in reasonable detail: (i) the nature, equipment identification number and net book value of Eligible Machinery and Equipment that was sold, exchanged or otherwise disposed pursuant to Section 7.9(c) hereof, both individually and in the aggregate, (ii) the amount of proceeds, if any, received in respect of any such sale, exchange or other disposition of Eligible Machinery and Equipment, both individually and in the aggregate and (iii) the purchase price paid, if any, in respect of any Eligible Machinery and Equipment that was purchased, acquired or otherwise received in exchange for any Eligible Machinery and Equipment that was sold, exchanged or otherwise disposed pursuant to Section 7.9(c) hereof, both individually and in the aggregate.

                    (m) With each of the monthly Financial Statements delivered pursuant to Section 5.2(c), a certificate of the chief financial officer of the US Borrower Representative (the “Vehicle Sales Certificate”), in a form reasonably satisfactory to the Administrative Agent, setting forth, in reasonable detail, such information regarding the sale and lease of motor vehicles subject to any motor vehicle registration statutes as the Administrative Agent reasonably requests.

                    (n) Such additional information as the Administrative Agent or the UK Agent may from time to time reasonably request regarding the financial and business affairs of any Credit Party or any of its Subsidiaries.

          5.3 Notices to the Lenders. Each Borrower shall notify the Administrative Agent and the UK Agent in writing of the following matters at the following times:

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                    (a) Immediately after becoming aware of any Default or Event of Default;

                    (b) Promptly after becoming aware of the assertion in writing by the holder of any Capital Stock of any Credit Party or of any of its Subsidiaries or the holder of any Debt of any Credit Party or any of its Subsidiaries in a face amount in excess of the Dollar Equivalent of $2,000,000 that a default exists with respect thereto or that such Credit Party or such Subsidiary is not in compliance with the terms thereof, or the threat or commencement by such holder of any enforcement action because of such asserted default or non-compliance;

                    (c) Immediately after becoming aware of any event or circumstance which could reasonably be expected to have a Material Adverse Effect;

                    (d) Promptly after a Responsible Officer of any Credit Party becomes aware of any pending or threatened (in writing) action, suit, or proceeding by any Person, or any pending or threatened investigation (in writing) by a Governmental Authority, which in each case or in the aggregate could reasonably be expected to have a Material Adverse Effect;

                    (e) Promptly after a Responsible Officer of any Credit Party becomes aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting any Credit Party or any of its Subsidiaries in a manner which in each case or in the aggregate could reasonably be expected to have a Material Adverse Effect;

                    (f) Promptly after a Responsible Officer of any Credit Party becomes aware of any violation of any law, statute, regulation, or ordinance of a Governmental Authority affecting any Credit Party or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect;

                    (g) Promptly after any Responsible Officer of any Credit Party becomes aware of receipt of any notice of any violation by any Credit Party or any of its Subsidiaries of any Environmental Law which could reasonably be expected to have a Material Adverse Effect or that any Governmental Authority has asserted in writing that any Credit Party or any of its Subsidiaries is not in compliance with any Environmental Law which assertion could be reasonably expected to have a Material Adverse Effect or is investigating the Credit Party’s or such Subsidiary’s compliance therewith where such investigation could reasonably be expected to have a Material Adverse Effect;

                    (h) Promptly after any Responsible Officer of any Credit Party becomes aware of receipt of any written notice that any Credit Party or any of its Subsidiaries is or may be liable to any Person as a result of the Release or threatened Release or that such Credit Party or any of its Subsidiaries is subject to investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to the Release or threatened Release which, in either case, is reasonably likely to give rise to liability in excess of the Dollar Equivalent of $3,000,000;

                    (i) Promptly after any Responsible Officer of any Credit Party becomes aware of receipt of any written notice of the imposition of any Environmental Lien against any material property of any Credit Party or any of its Subsidiaries that is part of the Collateral;

                    (j) Any change in a Credit Party’s name as it appears in the jurisdiction of its organization, organizational identification number, form of organization, locations of the chief executive office or branches of any Credit Party or other Real Estate locations owned or leased by any Credit Party, its Subsidiaries or their Agencies at which, in each case, any Collateral is located, in each case at least thirty (30) days prior thereto;

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                    (k) Within ten (10) US Business Days after a Responsible Officer of any Credit Party or any ERISA Affiliate knows that an ERISA Event or a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred, and, when known, any action taken or threatened by the IRS, the DOL, the PBGC or other applicable Governmental Authority with respect thereto;

                    (l) Upon request, or, in the event that such filing reflects a significant change with respect to the matters covered thereby, within five (5) US Business Days after the filing thereof with the PBGC, the DOL, the IRS or other Governmental Authority, as applicable, copies of the following: (i) each annual report (Form 5500 series), including Schedule B thereto, filed with the PBGC, the DOL or the IRS with respect to each Plan, (ii) a copy of each funding waiver request filed with the PBGC, the DOL or the IRS with respect to any Plan and all communications received by any Credit Party or any ERISA Affiliate from the PBGC, the DOL, the IRS or other Governmental Authority, with respect to such request, and (iii) a copy of each other material filing or notice filed with the PBGC, the DOL, the IRS, or other Governmental Authority, with respect to each Plan by either any Credit Party or any ERISA Affiliate;

                    (m) Upon request, copies of each actuarial report for any Plan, Foreign Pension Plan or Multiemployer Plan and annual report for any Multiemployer Plan; and within five (5) US Business Days after receipt thereof by any Credit Party or any ERISA Affiliate, copies of the following: (i) any notices of the PBGC’s or other Governmental Authority’s intention to terminate a Plan or to have a trustee appointed to administer such Plan; (ii) any favorable or unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code; or (iii) any notice from a Multiemployer Plan regarding the imposition of withdrawal liability;

                    (n) Within five (5) US Business Days after the occurrence thereof: (i) any changes in the benefits of any existing Plan which increase the Credit Parties’ annual costs with respect thereto by an amount in excess of the Dollar Equivalent of $500,000, or the establishment of any new Plan or Foreign Pension Plan or the commencement of contributions to any Plan or Foreign Pension Plan to which any Credit Party or any of its ERISA Affiliates were not previously contributing; or (ii) any failure by any Credit Party or any of its ERISA Affiliates to make a required installment or any other required payment under Section 412 of the Code on or before the due date for such installment or payment;

                    (o) Within five (5) US Business Days after a Responsible Officer of any Credit Party or any of its ERISA Affiliates knows that any of the following events has or will occur: (i) a Multiemployer Plan has been or will be terminated; (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan; (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan; or (iv) a Reportable Event or Termination Event in respect of any Plan has or will occur;

                    (p) The UK Borrower shall, promptly upon becoming aware of the same, provide the UK Agent with details in writing of any creditor of the UK Borrower whose terms of business include retention of title provisions; and

                    (q) Immediately upon the taking, or immediately following any determination of an intention to take, any corporate action, legal proceedings, application, petition or other procedure or step in relation to any of the matters set out in Section 9.1(s), notify the UK Agent of the same.

                    Each notice given under this Section shall describe the subject matter thereof in reasonable detail, and, if applicable, shall set forth the action that the Applicable Borrower, its Subsidiary, or any ERISA Affiliate, as applicable, has taken or proposes to take with respect thereto.

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ARTICLE 6.
GENERAL WARRANTIES AND REPRESENTATIONS

                    The Parent Guarantor and each US Borrower warrant and represent as to itself and each of their respective Subsidiaries to the US Agents and the US Lenders that, except as hereafter disclosed to and accepted by the US Agents and the Required Lenders in writing (it being understood that the funding of the Loans on the Closing Date will be deemed written acceptance by the US Agents and the US Lenders of the disclosure made by the Parent Guarantor and each US Borrower in the Schedules hereto as of the Closing Date):

          6.1 Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Credit Party has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents and Transaction Documents to which it is a party, to incur its Obligations, and to grant to the Applicable Agents’ Liens upon and security interests in the Collateral. Each Credit Party has due power and capacity and has taken all necessary action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents and Transaction Documents to which it is a party. This Agreement and the other Loan Documents and Transaction Documents to which it is a party have been duly executed and delivered by each Credit Party, and constitute the legal, valid and binding obligations of each Credit Party, enforceable against it in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting the rights and remedies of creditors generally and by general equitable principles. Each Credit Party’s execution, delivery, and performance of this Agreement and the other Loan Documents and Transaction Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien (other than any Lien on any Collateral in favor of the Applicable Security Agent) upon the property of any Credit Party or any of their respective Subsidiaries, by reason of the terms of (a) any contract, mortgage, standard security, pledge, assignation in security, hypothec, lease, agreement, indenture, or instrument to which any Credit Party or any of their respective Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to any Credit Party or any of their respective Subsidiaries, or (c) the certificate or articles of incorporation, by-laws, the limited liability company agreement, limited partnership agreement, memorandum and articles of association or related shareholders’ agreement of any Credit Party or any of their respective Subsidiaries except, in the case of clause (a) and (b) only, and without any qualification of the representation above as to the imposition of any Lien on any Collateral other than in favor of the Applicable Security Agent, as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

          6.2 Validity and Priority of Security Interest. Upon the filing of such documents with the applicable Governmental Authorities within the time periods prescribed by applicable law, the provisions of this Agreement, the Mortgages, if any, and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Applicable Security Agent, for the ratable benefit of the Applicable Security Agents and the Applicable Lenders, and such Liens constitute perfected and continuing Liens on all the Collateral (other than such Collateral consisting of cash, letter-of-credit rights not constituting supporting obligations, Proprietary Rights to the extent perfection cannot be achieved by the filing of a financing statement on form UCC-1 and or security agreements in the U.S. Patent and Trademark Office and the United States Copyright Office), having priority over all other Liens on the Collateral, except for those Liens identified on Schedule 6.2 or in clauses (a). (c), (d), (e), (f), (j), (o) and (p) of the definition of Permitted Liens securing all the Obligations of the applicable Credit Party, and enforceable against the applicable Credit Party and all third parties, except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting the rights and remedies of creditors generally and by general equitable principles.

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          6.3 Organization and Qualification. Each Credit Party (a) is duly organized or incorporated and validly existing in good standing under the laws of the jurisdiction of its organization or incorporation, (b) is qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified or in good standing could reasonably be expected to have a material adverse effect on such Credit Party’s business operations, property or condition (financial or otherwise), and (c) has all requisite power and authority to conduct its business and to own its property.

          6.4 [Intentionally Omitted].

          6.5 Subsidiaries. Schedule 6.5 is a correct and complete list of the name and relationship to the Parent Guarantor of each and all the Parent Guarantor’s Subsidiaries as of the Closing Date. Each Subsidiary of the Credit Parties is (a) duly incorporated or organized and validly existing in good standing under the laws of its jurisdiction of incorporation or organization set forth on Schedule 6.5, and (b) qualified to do business and in good standing in each jurisdiction in which the failure to so qualify or be in good standing could reasonably be expected to have a Material Adverse Effect on any such Subsidiary and (c) has all requisite power and authority to conduct its business and own its property.

          6.6 Financial Statements and Projections.

                    (a) The Borrowers have delivered to the Administrative Agent and the UK Agent the financial statements and information set forth in Section 5.2(a) in each case as of December 31, 2005, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent Guarantor’s independent certified public accountants, Ernst & Young, LLP. Such financial statements are attached hereto as Exhibit C. Each Borrower has also delivered to the Administrative Agent and the UK Agent, the financial statements and information set forth in Section 5.2(b) as of March 31, 2006. Such financial statements are also attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Guarantor’s and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended (subject, in the case of the financial statements as of March 31, 2006, to the absence of footnotes and to normal year-end adjustments).

                    (b) The Latest Projections when submitted to the Lenders as required herein represent each Borrower’s best estimate of the future financial performance of the Parent Guarantor and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which each Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders it being understood and agreed that the Latest Projections are by their nature inherently uncertain and actual results may be materially different that those set forth in such Latest Projections.

          6.7 [Intentionally deleted].

          6.8 Solvency. Each Borrower is Solvent prior to and immediately after giving effect to the Borrowings to be made or continued on the Closing Date and the issuance of the Letters of Credit and Guaranties to be issued or continued on the Closing Date and the consummation of the other transactions on such date, and shall remain Solvent during the term of this Agreement.

          6.9 [Intentionally deleted].

          6.10 [Intentionally deleted].

          6.11 Personal Property; Real Estate; Leases.

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                    (a) Schedule 6.11 sets forth, as of the Closing Date, a correct and complete list of all Real Estate (including all UK Properties) owned by each Credit Party and all Real Estate owned by each of their respective Subsidiaries, all leases and subleases of real or personal property held by each Credit Party and each of their respective Subsidiaries as lessee or sublessee (other than leases of personal property involving annual payments of less than $100,000), and all leases and subleases of real or personal property held by such Credit Party or any of its Subsidiaries, as lessor, or sublessor (other than leases of Rental Fleet Assets) and such information is true, complete and accurate and not misleading in any material respect. As of the Closing Date, each of such leases and subleases in respect of all UK Credit Parties and Subsidiaries is valid and enforceable in accordance with its terms and is in full force and effect, in each case, against all parties thereto (except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting the rights and remedies of creditors generally and by general equitable principles) and in respect of all US Credit Parties is valid and enforceable in accordance with its terms and is in full force and effect, in each case, against the applicable Credit Party or any applicable Subsidiary thereof (except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting the rights and remedies of creditors generally and by general equitable principles) and, to the best knowledge of the Borrowers is valid and enforceable in accordance with its terms and is in full force and effect, against the other parties thereto (except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting the rights and remedies of creditors generally and by general equitable principles) other than as set forth in Schedule 6.11. To the best of each Borrower’s knowledge, no default by any party to any such lease or sublease exists. Each Credit Party, except as set forth in Schedule 6.11, has good and marketable title in fee simple to, or valid freeholds in the Real Estate identified in Schedule 6.11 as owned by such Credit Party, or valid leasehold interests in all Real Estate designated therein as “leased” by such Credit Party, and such Credit Party has good, indefeasible, and merchantable title to all of its other property (other than the UK Properties (as to which, see Sections 6.11(b) through (i) below)) reflected on the most recent Financial Statements delivered to the Administrative Agent, the UK Agent and the Lenders, except as disposed of in the ordinary course of business or as permitted by this Agreement, free of all Liens except Permitted Liens.

                    (b) Except as disclosed on Schedule 6.11, the UK Properties comprise all the land and buildings owned, controlled, occupied or used by any UK Credit Party or any of its Subsidiaries or in relation to which any UK Credit Party or Subsidiary has any right, interest or actual liability.

                    (c) Except as disclosed in the UK Properties Report on Title, the relevant Credit Party or Subsidiary has good and marketable title to each of the UK Properties free from any Lien and all original deeds and documents necessary to prove such title are in the possession or under the control of the Credit Party or Subsidiary (as the case may be) or are the subject of binding acknowledgements for production.

                    (d) No UK Property is affected by a subsisting contract for sale or other disposition of any interest in it.

                    (e) Except as disclosed in the UK Properties Report on Title, a Credit Party or Subsidiary is the sole legal and beneficial owner of the relevant UK Property and the proceeds of sale thereof.

                    (f) The Replies to Enquiries are complete, true and accurate in all material respects and not misleading as at the date given and were given on the basis set out in the notes to such Replies to Enquiries. Nothing has occurred or come to light since the date of the Replies to Enquiries which, if disclosed, would make the Replies to Enquiries untrue, misleading or inaccurate in any material respect.

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                    (g) Except as disclosed in the UK Properties Report on Title, the deeds, documents and information supplied to BP. Collins in relation to UK Properties in England and Wales and McClure Naismith in relation to UK Properties in Scotland and McGrigors in respect of UK Properties in Northern Ireland for the purpose of preparation of the UK Properties Report on Title comprised all deeds, documents and information necessary for the proper compilation of the UK Properties Report on Title and were when supplied, and remain now, complete and accurate in all material respects and not misleading.

                    (h) The information contained in the UK Properties Report on Title is true and accurate in all material respects and not misleading as at the date thereof. The UK Properties Report on Title does not fail to disclose or take into account any matter whose omission makes it misleading in any material respect. Nothing has occurred or come to light since the date of the UK Properties Report on Title which, if disclosed, would make it untrue, misleading or inaccurate in any material respect.

                    (i) To the best of the knowledge of the Borrowers, no UK Credit Party or Subsidiary has any actual or contingent obligation or liabilities in relation to any freehold or leasehold property other than under its existing title to the UK Properties.

          6.12 Proprietary Rights. Schedule 6.12 sets forth a correct and complete list as of the Closing Date of all of each Credit Party’s issuances, registrations and applications for registration or patent of Proprietary Rights material to its business. None of the Proprietary Rights set forth on Schedule 6.12 is subject to any licensing agreement or similar arrangement except as set forth on Schedule 6.12. To the best of such Borrower’s knowledge, (i) none of the Proprietary Rights infringes on or conflicts with any other Person’s property, and (ii) no other Person’s property infringes on or conflicts with the Proprietary Rights, which, in either case, could reasonably be expected to have a Material Adverse Effect. Each Credit Party owns or otherwise has the right to use all material Proprietary Rights. Each Credit Party has all Proprietary Rights necessary to the current and presently anticipated future conduct of each Credit Party’s business.

          6.13 [Intentionally deleted].

          6.14 Litigation. There is no pending, or to the best of each Borrower’s knowledge threatened, action, suit, proceeding, or counterclaim by any Person, or to the best of each Borrower’s knowledge, investigation by any Governmental Authority, or any basis for any of the foregoing, which could reasonably be expected to have a Material Adverse Effect.

          6.15 Labor Disputes. As of the Closing Date (a) there is no collective bargaining agreement or other labor contract covering employees of any Credit Party or any of its Subsidiaries, (b) no such collective bargaining agreement or other labor contract is scheduled to expire during the term of this Agreement, (c) no union or other labor organization is seeking to organize, or to be recognized as, a collective bargaining unit of employees of any Credit Party or any of its Subsidiaries or for any similar purpose, and (d) there is no pending or (to the best of each Borrower’s knowledge) threatened, strike, material work stoppage, material unfair labor practice claim, or other material labor dispute against or affecting any Credit Party or any of its Subsidiaries or their employees.

          6.16 Environmental Laws. Other than exceptions to any of the following that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect:

                    (a) Each Credit Party and its Subsidiaries have complied with all Environmental Laws and no Credit Party and none of its Subsidiaries, none of their respective presently owned real property or currently conducted operations, and, to the best of the Borrowers’ knowledge, none of its previously owned real property or prior operations, is subject to any enforcement order from or liability

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agreement with any Governmental Authority or private Person respecting (i) compliance with any Environmental Law or (ii) any potential liabilities and costs or remedial action arising from the Release or threatened Release.

                    (b) Each Credit Party and its respective Subsidiaries have obtained all permits necessary for their current operations under Environmental Laws, and all such permits are in good standing and each Credit Party and its respective Subsidiaries are in compliance with all terms and conditions of such permits.

                    (c) No Credit Party and none of their respective Subsidiaries, and, to the best of either Borrower’s knowledge, none of their respective predecessors in interest, has in material violation of applicable law stored, treated or disposed of any hazardous waste.

                    (d) No Credit Party and none of their respective Subsidiaries has received any summons, complaint, order or similar written notice indicating that it is not currently in compliance with, or that any Governmental Authority is investigating its compliance with, any Environmental Laws or that it is or may be liable to any other Person as a result of a Release or threatened Release.

                    (e) To the best of each Borrower’s knowledge, none of the present or past operations of any Credit Party or their respective Subsidiaries is the subject of any investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to a Release or threatened Release.

                    (f) To the best of each Borrowers’ knowledge, there is not now, nor has there ever been on or in the Real Estate:

          (1) any underground storage tanks or surface impoundments that have caused or could reasonably be expected to cause any Release or are otherwise not existing on or in the Real Estate in compliance with any applicable Environmental Law,

          (2) any asbestos-containing material other than in compliance with all applicable Environmental Laws, or

          (3) any polychlorinated biphenyls (PCBs) used in hydraulic oils, electrical transformers or other equipment other than in compliance with all applicable Environmental Laws.

                    (g) No Credit Party and none of their respective Subsidiaries has filed any notice under any requirement of Environmental Law reporting a spill or accidental and unpermitted Release or discharge of a Contaminant into the environment.

                    (h) To the best of Borrowers’ knowledge, no Credit Party and none of their respective Subsidiaries has entered into any negotiations or settlement agreements with any Person (including the prior owner of its property) imposing material obligations or liabilities on either Borrower or any of their respective Subsidiaries with respect to any remedial action in response to the Release of a Contaminant or environmentally related claim.

                    (i) None of the products manufactured, distributed or sold by either of the Borrowers or any of their respective Subsidiaries contain asbestos containing material.

                    (j) No Environmental Lien has attached to any Real Estate.

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          6.17 No Violation of Law. No Credit Party and none of their respective Subsidiaries is in violation of any law, statute, regulation, ordinance, judgment, order, or decree applicable to it which violation could reasonably be expected to have a Material Adverse Effect.

          6.18 No Default. No Credit Party and none of their respective Subsidiaries is in default with respect to any note, indenture, loan agreement, mortgage, lease, deed, or other agreement to which such Credit Party or such Subsidiary is a party or by which it is bound, which default could reasonably be expected to have a Material Adverse Effect.

          6.19 ERISA Compliance. Except as specifically disclosed in Schedule 6.19:

                    (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state law. Each Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS and to the best knowledge of the Borrowers, nothing has occurred which would cause the loss of such qualification. The Borrowers and each ERISA Affiliate has made all required contributions to any Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

                    (b) There are, to the best knowledge of Borrowers, no pending or threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan or Foreign Pension Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan or Foreign Pension Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. There are no known circumstances that may give rise to a liability in relation to any Plan or Foreign Pension Plan which is not funded or insured which could reasonably be likely to have a Material Adverse Effect.

                    (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any material Unfunded Pension Liability; (iii) neither the Borrowers nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Borrowers nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Borrowers nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA and could reasonably be expected to result in a Material Adverse Effect.

                    (d) Each Foreign Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations, orders and trust documentation and has been maintained, where required, in good standing with applicable regulatory authorities. All material contributions required to be made with respect to a Foreign Pension Plan have been timely made. Except as set forth in Schedule 6.19, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan which is funded, determined as of the end of the most recently ended fiscal year of each such Foreign Pension Plan on the basis of actuarial assumptions, each of which is reasonable, did not exceed the fair market value of the assets of such Foreign Pension Plan, and for each Foreign Pension Plan which is not funded, the obligations of such Foreign Pension Plan are properly accrued on the financial statements of the applicable Credit Party.

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                    (e) Each Foreign Pension Plan is funded to at least the minimum level required by law or, if higher, required by the terms of its governing documentation.

          6.20 Taxes. Each Credit Party and its respective Subsidiaries have filed all federal income and other material federal, provincial, state and other tax returns required by law to be filed, and have paid all federal income and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable unless such unpaid taxes and assessments would constitute a Permitted Lien, are being contested in good faith by appropriate proceedings or could not reasonably be expected to result in a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, each Credit Party and its respective Subsidiaries has withheld and paid over all taxes required to have been withheld and paid over, and complied in all material respects with all information reporting requirements in connection with amounts paid or owing to any employee, creditor, independent contractor or other third party.

          6.21 Regulated Entities. No Credit Party, no Person controlling any Credit Party, or any Subsidiary of any Credit Party, is an “Investment Company” (i) within the meaning of the Investment Company Act of 1940 and (ii) required to be registered as such thereunder. No Credit Party is subject to regulation under the Federal Power Act, the Interstate Commerce Act, any state public utilities code or law, or any other federal, state or foreign statute or regulation limiting its ability to incur indebtedness.

          6.22 Use of Proceeds; Margin Regulations. The proceeds of the Loans made on the Closing Date shall not exceed $165,000,000 in the aggregate and shall be used solely, first, by MSG or the UK Borrower, to finance the Refinancing and second, by the US Borrowers (to the extent of any excess proceeds), to consummate the Acquisition and pay related fees and expenses. The proceeds of the Loans made after the Closing Date will be used for working capital and other general corporate purposes of MSG and its Subsidiaries. No Credit Party and no Subsidiary of any Credit Party is engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.

          6.23 [Intentionally deleted].

          6.24 No Material Adverse Change. Since the date of the last financial statements delivered pursuant to Section 5.2 at least 12 months prior to the date on which the representation and warranty made pursuant to this Section 6.24 is made or deemed made, no Material Adverse Effect has occurred.

          6.25 Full Disclosure. None of the representations or warranties made by any Credit Party or any Subsidiary in the Loan Documents as of the date such representations and warranties are made or deemed made, and none of the statements contained in any exhibit, report, statement or certificate furnished by or on behalf of any Credit Party or any Subsidiary in connection with the Loan Documents (including the offering and disclosure materials delivered by or on behalf of the Borrowers to the Lenders prior to the Closing Date), contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading in any material respect as of the time when made or delivered.

          6.26 [Intentionally deleted].

          6.27 Bank Accounts. Schedule 6.27 contains as of the Closing Date a complete and accurate list of all bank accounts maintained by each Credit Party with any bank or other financial institution.

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          6.28 Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Credit Party or any of their respective Subsidiaries of this Agreement or any other Loan Document except for (a) the filing of financing statements on form UCC-1 and filings with the United States Patent and Trademark Office and the United States Copyright Office (with respect to Proprietary Rights), (b) recordation of the Mortgages, (c) such other actions specifically described in Schedule 6.28, (d) any immaterial actions, consents, approvals, registrations or filings or (e) such as have been made or obtained and are in full force and effect.

          6.29 [Intentionally deleted].

          6.30 Non-Guarantor Subsidiaries. As of the Closing Date, each Non-Guarantor Subsidiary is described on Schedule 6.30. Each of the Non-Guarantor Subsidiaries conducts (and shall conduct) no operations and has (and shall have) no assets and no liabilities, in each case, individually or in the aggregate, with a fair market value in excess of the Dollar Equivalent of $250,000 other than, with respect to any Subsidiary that is a subsidiary of the UK Borrower only, Capital Stock of another Subsidiary Guarantor or Intercompany Debt permitted pursuant to, and incurred in compliance with, Section 7.13(g) hereof.

          6.31 Luxembourg Subsidiaries. The Luxembourg Subsidiary conducts no operations and has no liabilities or assets other than in connection with the Luxembourg Debt (and shall not conduct any operations or have liabilities or assets other than in connection with the Luxembourg Debt).

          6.32 [Intentionally deleted].

          6.33 Sales of Vehicles. Except as set forth in Schedule 6.33, each US Borrower and each of the US Subsidiary Guarantors is in the business, and will continue to be in the business of, among other things, selling vehicles of a kind that such US Borrower or US Subsidiary Guarantor also leases to customers and which may be subject to motor vehicle registration statutes. The US Credit Parties’ business’ includes the sale and marketing of vehicles subject to motor vehicle registration statutes that are leased by any US Borrower or US Subsidiary Guarantor to customers. Any and all vehicles owned by the US Borrowers and the US Subsidiary Guarantors which are subject to motor vehicle registration statutes in any jurisdiction, are held for sale or lease by the US Credit Parties or leased by the US Credit Parties to a customer, other than those vehicles for which the Agents’ Lien has been duly perfected under applicable law (including pursuant to the Motor Vehicle Trust Agreement).

          6.34 Anti-Terrorism Laws. None of Credit Parties and their Affiliates is in violation of any Anti-Terrorism Law, or engages in or conspires to engage in any transaction that attempts to violate, or otherwise evades or avoids (or has the purpose of evading or avoiding) any prohibitions set forth in any Anti-Terrorism Law. None of Credit Parties and their Affiliates (a) is a Blocked Person; (b) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person; (c) has any of its assets in a Blocked Person; (d) deals in, or otherwise engages in any transaction relating to, any property blocked pursuant to Executive Order No. 13224; or (e) derives any of its operating income from investments in or transactions with a Blocked Person.

ARTICLE 7.
AFFIRMATIVE AND NEGATIVE COVENANTS

                    Each US Borrower covenants as to itself and each of their respective Subsidiaries (except as otherwise provided below) to the US Agents and the US Lenders that so long as any of the Obligations

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(other than indemnity and other contingent Obligations not then due and payable) remain outstanding or this Agreement is in effect:

          7.1 Taxes and Other Obligations. Each US Borrower shall, and shall cause each of its Subsidiaries to, (a) file when due all federal income, payroll and unemployment and other material tax returns which it is required to file; and (b) pay, or provide for the payment, when due, of all taxes, fees, Other Taxes, value added taxes, assessments and other material governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves in accordance with GAAP for the payment of all such items, and provide to the Administrative Agent and the Lenders, upon request, reasonably satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it in each case except as would not cause a Default or Event of Default pursuant to Article IX and perform and discharge in a timely manner all other material obligations undertaken by it; provided, however, so long as the US Borrower Representative has notified the Administrative Agent in writing, no US Borrower or its Subsidiaries need pay any amount referred to in this Section 7.1 (i) which it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which such US Borrower or its Subsidiaries, as the case may be, has established proper reserves as required under GAAP, and (iii) the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien).

          7.2 Legal Existence and Good Standing. Except as may be permitted by Section 7.9, each US Borrower shall, and shall cause each of its Subsidiaries to, maintain its legal existence and its qualification and good standing in all jurisdictions in which the failure to maintain such existence and qualification or good standing could reasonably be expected to have a Material Adverse Effect.

          7.3 Compliance with Law and Agreements; Maintenance of Licenses. Each US Borrower shall comply, and shall cause each of its Subsidiaries to comply with all Anti-Terrorism Laws and with all material Requirements of Law of any Governmental Authority having jurisdiction over it or its business (including the Federal Fair Labor Standards Act). Each US Borrower shall, and shall cause each of its Subsidiaries to, obtain and maintain all material licenses (including all material registrations and/or licenses required to act as a dealer or seller of any Inventory subject to motor vehicle registration statutes), permits, franchises, and governmental authorizations necessary to own its property and to conduct its business. No US Borrower shall, nor shall it permit any of its Subsidiaries to, modify, amend or alter its certificate or articles of incorporation, its memorandum and articles of association, its limited liability company operating agreement, its limited partnership agreement, or other governing documents, as applicable, other than in a manner which does not adversely affect in any material respect the rights of the Lenders or any Agent or any pledge of or charge over its Capital Stock.

          7.4 Maintenance of Property; Inspection of Property.

                    (a) Each US Borrower shall, and shall cause each of its Subsidiaries to, maintain all of its property reasonably necessary in the conduct of its business in good operating condition and repair, ordinary wear and tear excepted.

                    (b) Each US Borrower shall, and shall cause each of its Subsidiaries to, comply in all material respects with all obligations imposed on the owner of those of the UK Properties of which the UK Borrower or its Subsidiaries is the owner and all obligations imposed on the tenant of those of the UK Properties of which the UK Borrower or its Subsidiaries is the tenant.

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                    (c) Each US Borrower shall, and shall cause each of its Subsidiaries to, permit representatives and independent contractors of the Administrative Agent or UK Agent, as applicable (i) (at the expense of the Borrowers not to exceed one (1) time per year unless (x) an Event of Default has occurred and is continuing or (y) Total Excess Availability is less than $30,000,000) to visit and inspect any of its properties, to inspect and verify Collateral, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom and to discuss its affairs, finances and accounts with its directors, officers and independent, public or chartered accountants, at such reasonable times during normal business hours and (ii) to discuss its affairs, finances and accounts with the US Borrowers’ or any of their respective Subsidiaries’ accountants as soon as may be reasonably desired, upon reasonable advance notice to the Applicable Borrowers and the provision of an opportunity for the US Borrower Representative to participate or accompany the UK Agent and/or the Administrative Agent; provided, however, when an Event of Default exists, the Administrative Agent, the UK Agent or any Lender may do any of the foregoing at the expense of the Applicable Borrowers at any time during normal business hours and without advance notice.

                    (d) Each Borrower (at the expense of the Borrowers not to exceed one (1) time annually unless (x) an Event of Default has occurred and is continuing or (y) Total Excess Availability is less than $30,000,000) shall, and shall cause each of its Subsidiaries to, upon Administrative Agent’s and UK Agent’s joint request (or, following and during the continuation of an Event of Default, Administrative Agent’s sole request, in respect of the US Borrowers, or UK Agent’s sole request, in respect of the UK Borrower) supply to the US Borrower Representative and the UK Borrower, provide to Administrative Agent and the UK Agent a recently dated appraisal of such Borrower’s and its Subsidiaries’ Rental Fleet Assets, Sales Inventory and Machinery and Equipment, which appraisal shall be from the Appraiser and shall be reasonably satisfactory in scope, form and substance to the Administrative Agent and the UK Agent; provided, however, when an Event of Default exists, the Administrative Agent, the UK Agent or any Lender may conduct or cause to be conducted additional appraisals at the expense of the Borrowers at any time without advance notice. Notwithstanding the foregoing, each Borrower shall, and shall cause each of its Subsidiaries to, provide to the Responsible Agent an appraisal of the applicable Credit Party’s Rental Fleet Assets that such Credit Party intends to acquire, which appraisal shall be from the Appraiser and shall be reasonably satisfactory in scope, form and substance to the Responsible Agent, any time a Credit Party makes an acquisition in an individual amount exceeding $15,000,000.

                    (e) The UK Borrower shall, and shall cause each of its Subsidiaries to, comply with the covenants set out in Sections 7.4(a) – (d) in respect of the relevant UK Property.

          7.5 Insurance.

                    (a) Each US Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, with financially sound and reputable insurers having, either alone or pursuant to an insurance endorsement reasonably acceptable to the Administrative Agent and the UK Agent, a rating of at least A or better by Best Rating Guide (or an equivalent rating from a source acceptable to the UK Agent in the United Kingdom (or any other applicable jurisdiction), provided that Royal Sun & Alliance shall be deemed to be an acceptable insurer of the UK Borrower for purposes of this Section 7.5: insurance against loss or damage by fire with extended coverage; theft, burglary, pilferage and loss in transit; public liability and third party property damage; larceny, embezzlement or other criminal liability; business interruption; public liability and third party property damage; and such other hazards or of such other types as is customary for Persons engaged in the same or similar business, as the Administrative Agent or the UK Agent, as applicable, in its reasonable judgment, or acting at the direction of the Required Lenders, shall specify, in amounts, and under policies acceptable to the Administrative Agent or the UK Agent, as applicable, and the Required Lenders. Without limiting the foregoing, in the event that any

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improved Real Estate covered by any Mortgages granted by any US Borrower or any of their respective Subsidiaries is determined to be located within an area that has been identified by the Director of the Federal Emergency Management Agency as a Special Flood Hazard Area (“SFHA”), each such US Borrower shall, and shall cause each of its Subsidiaries to, purchase and maintain flood insurance on the improved Real Estate and any Machinery and Equipment and Inventory located on such Real Estate. The amount of said flood insurance will be reasonably determined by the Administrative Agent, and shall, at a minimum, comply with applicable federal regulations as required by the Flood Disaster Protection Act of 1973, as amended.

                    (b) The Borrowers shall cause the Applicable Security Agent, the Responsible Agent on behalf of the Applicable Lenders, to be named as secured party or mortgagee and sole loss payee or additional insured, in a manner reasonably acceptable to the Administrative Agent and the UK Agent (and, in the case of the UK Borrower, in the manner and circumstances set out in the UK Debenture), on all insurance policies for the Credit Parties and sole loss payee or additional insured in a manner reasonably acceptable to the Administrative Agent and the UK Agent (and, in the case of the UK Borrower, in the manner and circumstances set out in the UK Debenture) on all insurance policies for the Collateral. Each policy of insurance shall contain a clause or endorsement requiring the insurer to give not less than thirty (30) days’ prior written notice to the Applicable Security Agent in the event of cancellation of the policy for any reason whatsoever and a clause or endorsement stating that the interest of the Applicable Security Agent shall not be impaired or invalidated by any act or neglect of any US Borrower or any of their respective Subsidiaries or the owner of any Real Estate for purposes more hazardous than are permitted by such policy. All premiums for such insurance shall be paid by the Borrowers or the applicable Subsidiary when due, and certificates of insurance and, if requested by the Administrative Agent or the UK Agent, as applicable, photocopies of the policies, shall be delivered to the Administrative Agent or the UK Agent, as applicable. If any US Borrower or any of their respective Subsidiaries fails to procure such insurance or to pay the premiums therefor when due, the Administrative Agent may, and at the direction of the Required Lenders shall, do so from the proceeds of Revolving Loans to the Applicable Borrowers.

          7.6 Insurance and Condemnation Proceeds. The US Borrower Representative shall promptly notify the Administrative Agent, the UK Agent and the Applicable Security Agent of any loss, damage, or destruction to Collateral having net book value in excess of the Dollar Equivalent of $500,000, whether or not covered by insurance. The Applicable Security Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows:

          (i) With respect to insurance and condemnation proceeds relating to US Collateral (other than Fixed Assets) and business interruption insurance, after deducting from such proceeds the reasonable expenses, if any, incurred by the US Agents in the collection or handling thereof, the US Agents shall apply such proceeds, ratably, to the reduction of the outstanding US Obligations, but not the US Commitments, in the order provided for in Section 3.7.

          (ii) With respect to insurance and condemnation proceeds relating to UK Collateral (other than Fixed Assets) and business interruption insurance, after deducting from such proceeds the reasonable expenses, if any, incurred by the UK Agents in the collection or handling thereof, the UK Agents shall apply such proceeds, ratably, to the reduction of the outstanding UK Obligations, but not the UK Commitments, in the order provided for in Section 3.7.

          (iii) With respect to casualty insurance and condemnation proceeds relating to Collateral (including Fixed Assets), the Applicable Security Agent

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shall permit or require the applicable Credit Party to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing and (2) the applicable Credit Party first (i) provides the Applicable Security Agent and the Lenders with plans and specifications for any such replacement, repair or restoration of Fixed Assets which shall be reasonably satisfactory to the Applicable Security Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Applicable Security Agent and the Required Lenders that the funds available to them will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Applicable Security Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.7; provided that the consent of the Required Lenders in clauses (2)(i) and (2)(ii) above shall not be required in the event casualty insurance or condemnation proceeds relating to Collateral are less than $3,000,000 in the aggregate.

7.7 Environmental Laws.

                    (a) Each US Borrower shall, and shall cause each of its Subsidiaries to, conduct its business in compliance with all Environmental Laws applicable to it, including those relating to the generation, handling, use, storage, and disposal of any Contaminant. Each US Borrower shall, and shall cause each of its Subsidiaries to, take prompt and appropriate action to respond to any non-compliance with Environmental Laws and shall report to the Administrative Agent with respect to any non-compliance or alleged material non-compliance with Environmental Laws, in each case, alone or in the aggregate, that could reasonably be expected to have a Material Adverse Effect (each a “Material Compliance Issue”). For purposes of Section 7.7(a), non-compliance by the Borrower with any applicable Environmental Law or Environmental Permit shall be deemed not to constitute a breach of this covenant; provided that, upon learning of any actual or suspected non-compliance, the Borrowers shall promptly undertake reasonable efforts to achieve compliance, provided further that, in any case, such non-compliance, and any other non-compliance with Environmental Law, individually or in the aggregate, could not reasonably be expected to give rise to a Material Adverse Effect or materially and adversely affect the value of any Mortgaged Property.

                    (b) Without limiting the generality of the foregoing, the Borrowers shall submit to the Administrative Agent, the UK Agent and the Lenders annually, commencing on the first Anniversary Date, and on each Anniversary Date thereafter, an update of the status of each Material Compliance Issue, if any. The Administrative Agent, the UK Agent or any Lender may request copies of technical reports prepared by any US Borrower or any of their respective Subsidiaries and such Person’s communications with any Governmental Authority to determine whether such Person is proceeding reasonably to correct, cure or contest in good faith any such Material Compliance Issue. The Borrowers shall, and shall cause each of its Subsidiaries to, at the Administrative Agent’s, the UK Agent’s or the Required Lenders’ request and at the Borrowers’ expense, (i) retain an independent environmental engineer reasonably acceptable to the Administrative Agent or the UK Agent, as applicable, to evaluate the site, including tests if appropriate, where the Material Compliance Issue has occurred and prepare and deliver to the Administrative Agent or UK Agent, as applicable, in sufficient quantity for distribution by the Applicable Agent to the Lenders, a report in form and scope reasonably satisfactory to the Administrative Agent or the UK Agent, as applicable, and (ii) provide to the Administrative Agent or the UK Agent, as applicable,

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a supplemental report of such engineer whenever the scope of the environmental problems, or the response thereto or the estimated costs thereof, shall increase in any material respect.

                    (c) Subject in each case to (i) the rights and the restrictions set forth in Section 7.4 hereof and (ii) the access and entry rights each US Borrower and its Subsidiaries is entitled to grant, each Agent and its representatives will have the right to enter and visit the Real Estate and any other place where any property of any US Borrower or any of its Subsidiaries is located for the purposes of observing the Real Estate, taking and removing soil or groundwater samples, and conducting tests on any part of the Real Estate; provided, however, to the extent the applicable US Borrower or any of its Subsidiaries does not have sufficient rights in any such Real Estate or other place where any of its property is located to provide each Agent and its representatives the access, observation and removal rights described in this sentence, such US Borrower or its Subsidiaries will use its reasonable efforts to obtain such rights for itself and each Agent and its representatives within sixty (60) days of a written request by the Agents for such access, observation and removal rights for such Real Estate; provided, further, if (A) the applicable US Borrower or its Subsidiaries are unable to obtain such access, observation and removal rights within such sixty (60) day period and (B) the Agents have a good faith reason to believe that a Material Compliance Issue exists with respect to such Real Estate, then the applicable US Borrower or its Subsidiaries shall have the option to either (x) vacate such Real Estate within ninety (90) days of a written request by the Agents to such effect or (y) exclude any Inventory located on such Real Estate from the calculation of Eligible Inventory. No Agent is under any duty, however, to visit or observe the Real Estate or to conduct tests, and any such acts by any Agent will be solely for the purposes of protecting the Agents’ Liens and preserving the Agents’ and the Lenders’ rights under the Loan Documents. No site visit, observation or testing by any Agent will result in a waiver of any Default of the Borrowers or impose any liability on such Agent or the Lenders. In no event will any site visit, observation or testing by any Agent be a representation by any US Borrower or any of its Subsidiaries that hazardous substances are or are not present in, on or under the Real Estate, or that there has been or will be compliance with any Environmental Law. No US Borrower or any of its Subsidiaries or any other party is entitled to rely on any site visit, observation or testing by any Agent. No Agent and no Lender owes any duty of care to protect any US Borrower or any of its Subsidiaries or any other party against, or to inform any US Borrower or any of its Subsidiaries or any other party of, any hazardous substances or any other adverse condition affecting the Real Estate. Each Agent shall disclose to the US Borrowers or any of its Subsidiaries or to any other party if so required by law any report or findings made as a result of, or in connection with, any site visit, observation or testing by any Agent. Each US Borrower understands and agrees that no Agent makes any warranty or representation to the US Borrower or any other party regarding the truth, accuracy or completeness of any such report or findings that may be disclosed. Each US Borrower and its Subsidiaries also understands that depending on the results of any site visit, observation or testing by any Agent and disclosed to a US Borrower or any of its Subsidiaries, such US Borrower or such Subsidiary may have a legal obligation to notify one or more environmental agencies of the results, that such reporting requirements are site-specific, and are to be evaluated by such US Borrower or such Subsidiary without advice or assistance from such Agent. In each instance, each Agent will give the relevant Borrower or Subsidiary reasonable notice before entering the Real Estate or any other place such Agent is permitted to enter under this Section 7.7(c). Each Agent will make reasonable efforts to avoid interfering with a US Borrowers’ or any of its Subsidiaries’ use of the Real Estate or any other property in exercising any rights provided hereunder.

          7.8 Compliance with ERISA and Other Laws. Each US Borrower shall, and shall cause each of its Subsidiaries and ERISA Affiliates to: (a) maintain each Plan and Foreign Pension Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state or foreign law; (b) ensure that all liabilities under any Foreign Pension Plan are funded to at least the minimum level required by law or, if higher, to the level required by the governing documents of such plans; (c) ensure that all contributions or premium payments to or in respect of all Foreign Pension Plans

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are and continue to be promptly paid at no less than the rates required under applicable law or the rules of such arrangements; (d) cause each Plan which is qualified under Section 401(a) of the Code to maintain such qualification; (e) make all required contributions to any Plan subject to Section 412 of the Code; (f) not engage in a prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan; and (g) not engage in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

          7.9 Mergers, Amalgamations, Consolidations or Sales. No US Borrower shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger, reorganization, amalgamation or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or any part of its property, or wind up, liquidate or dissolve, except for:

                    (a) the foregoing shall not apply to any of the Non-Guarantor Subsidiaries; provided that in the case of any merger or amalgamation with a non-Credit Party third-party, the Non-Guarantor Subsidiary shall be the surviving entity;

                    (b) sales, exchanges, leases or any other dispositions of Inventory, including Rental Fleet Assets, in the ordinary course of its business;

                    (c) sales, exchanges, leases or any other dispositions of Machinery and Equipment in the ordinary course of its business; provided that any exchange shall be made in exchange for, and any proceeds from any sale or other disposition shall be applied to purchase or acquire, Machinery and Equipment used or useful in a Similar Business; and provided further the US Borrower Representative shall include the details of any such sale, exchange, disposition, purchase and/or acquisition, as applicable, in each certificate delivered to the Administrative Agent and the UK Agent pursuant to Section 5.2(l) hereof;

                    (d) sales, exchanges, leases or any other dispositions of Real Estate, Machinery and Equipment and Inventory, including Rental Fleet Assets, in each case, not in the ordinary course of business with a net book value not to exceed, in the aggregate for all Borrowers and their respective Subsidiaries, the Dollar Equivalent of $3,000,000 in any Fiscal Year (taking into account, with respect to Fiscal Year 2006, all such sales, exchanges or other dispositions occurring in Fiscal Year 2006 occurring prior to the Closing Date); provided that (i) any exchange of Inventory or Machinery and Equipment shall be for like-kind Inventory or Machinery and Equipment, as applicable, (ii) any Inventory, Real Estate or Machinery and Equipment, as applicable, received as part of an exchange (whether purchased, acquired or otherwise) shall be free and clear of all Liens, except Permitted Liens and (iii) any sale, exchange, lease or any other disposition of assets at any branch location (other than in the ordinary course of business) with aggregate net book value in excess of the Dollar Equivalent of $1,000,000 in any Fiscal Year (taking into account, with respect to Fiscal Year 2006, all such sales, exchanges or other dispositions occurring in Fiscal Year 2006 occurring prior to the Closing Date), or any closing of a branch location, shall require prior written notice to the Administrative Agent or the UK Agent, as applicable;

                    (e) any US Subsidiary of a US Borrower with a positive net worth may be merged with or into a US Borrower or any Wholly-owned US Subsidiary which is or contemporaneously becomes a Credit Party, or be liquidated, wound up or dissolved into a US Borrower or any Wholly-owned US Subsidiary which is a Credit Party, or transfer all or any part of its assets to a US Borrower or any Wholly-owned US Subsidiary which is a Credit Party; provided, that (except as permitted in clause (f) below) in any merger with a US Borrower, a US Borrower shall be the surviving entity and in any merger with any other Credit Party, such Credit Party shall be the surviving entity and all Liens in favor of the Administrative Agent shall remain perfected;

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                    (f) any Foreign Subsidiary of a US Borrower with a positive net worth may be merged or amalgamated with or into the UK Borrower or any Wholly-owned Foreign Subsidiary which is or contemporaneously becomes a Credit Party, or be liquidated, wound up, hived up or dissolved into the UK Borrower or any Wholly-owned Foreign Subsidiary which is a Credit Party, or transfer all or any part of its assets to the UK Borrower or any Wholly-owned Foreign Subsidiary which is a Credit Party; provided, that in any merger with the UK Borrower, the UK Borrower shall be the surviving entity and in any merger or amalgamation with any other Credit Party, such Credit Party shall be the surviving entity and all Liens in favor of the UK Security Trustee shall remain perfected;

                    (g) (i) any US Borrower and any US Subsidiary may transfer assets to a US Borrower or any Wholly-owned US Subsidiary which is a Borrower or a US Subsidiary Guarantor (including Mobile Storage Group (Texas), L.P. for so long as it shall remain a US Subsidiary Guarantor, all of its owned equity interests shall have been pledged in accordance with the Security Documents and it shall have otherwise complied with Section 6.30 hereof); (ii) any Foreign Subsidiary may transfer assets to the UK Borrower or any Wholly-owned UK Subsidiary which is a UK Subsidiary Guarantor; (iii) any Subsidiary may make Distributions otherwise permitted pursuant to Section 7.10(a)(ii) hereof and payments upon any Debt otherwise permitted to be incurred pursuant to Section 7.13(g) hereof and (iv) the US Borrowers may transfer funds to Ravenstock and Ravenstock may transfer funds to the US Borrowers pursuant to Section 7.15(e); and

                    (h) sales, licenses or other dispositions (including non-renewal of licenses, filings, applications or permits) of Proprietary Rights in the ordinary course of its business);

                    (i) any transfers, sales, assignment, leases or other dispositions permitted by Sections 7.10, 7.11, 7.14, 7.15, 7.19, 7.20, 7.26 or 7.34 and payment of obligations incurred pursuant to Sections 7.12 or 7.13;

                    (i) the disposition of obsolete or worn out property in the ordinary course of business; and

                    (k) the Acquisition.

          7.10 Distributions; Capital Change; Restricted Investments. No US Borrower nor any of its Subsidiaries shall:

                    (a) directly or indirectly declare or make, or incur any liability to make (provided, however, that nothing herein shall prevent the US Borrowers or any of their Subsidiaries from entering into any agreement subject to appropriate conditions precedent providing for repayment in full of all Obligations other than indemnities and contingent Obligations not accrued and payable), any Distributions, except, without duplication:

                              (i) Distributions to holders of Capital Stock consisting of dividends payable in Capital Stock, and, only if such Capital Stock is Preferred Stock, such distribution of Preferred Stock is permitted pursuant to Section 7.34;

                              (ii) Distributions to a US Borrower or a Wholly-owned Subsidiary of a US Borrower by its Subsidiaries, and Distributions to the UK Borrower or a Wholly-owned Subsidiary of the UK Borrower by its Subsidiaries, in each case other than a Distribution by a Credit Party to a Subsidiary which is not a Credit Party; provided, in the case of any Distribution by Ravenstock to the US Borrowers (and in the case of any other Distribution by a UK Credit Party to a US Credit Party), that at the time of and after giving effect to each such Distribution: (A) no Default or Event of Default exists under

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Section 9.1(a), (B) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (C) UK Availability is greater than or equal to £4,000,000;

                              (iii) payments to repurchase or retire any Capital Stock of the Parent Guarantor made to departed employees, officers or directors of any Credit Party not to exceed $2,000,000 in the aggregate per Fiscal Year, with any unused amount in any Fiscal Year carried over to the next Fiscal Year up to an aggregate principal amount not to exceed $6,000,000 in any Fiscal Year and Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to enable the Parent Guarantor to make the payments permitted pursuant to this Section 7.10(a)(iii)); provided that at the time of and after giving effect to each such Distribution: (i) no Default or Event of Default exists under Section 9.1(a), (ii) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (iii) Total Excess Availability is greater than or equal to the Dollar Equivalent of $30,000,000;

                               (iv) on and after the second anniversary of the Closing Date, Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to finance the payment by the Parent Guarantor of cash interest in respect of the Mezzanine Debt pursuant to the Mezzanine Notes so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to the making of any such Distribution, (ii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution as if such Distribution was made on such day) on the day such Distribution is made and for each of the immediately preceding 30 days was greater than or equal to the Dollar Equivalent of $30,000,000, (iii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution) for each of the 30 days immediately following the day such Distribution is made is projected to be greater than or equal to the Dollar Equivalent of $30,000,000, (iv) the Consolidated Total Debt to Pro Forma EBITDA Ratio as of the most recent Fiscal Quarter end and adjusted on a pro forma basis to give effect to the making of any such Distribution shall not exceed 4.75, (v) any such Distribution would be permitted by the Senior Unsecured Note Indenture, (vi) a Responsible Officer delivers a certificate to the Administrative Agent certifying compliance with the above requirements prior to making any such Distribution and (vii) the aggregate amount of such payments in any fiscal year does not exceed an amount equal to 10% of the accreted value of the Mezzanine Debt;

                               (v) Distributions to the Parent Guarantor sufficient so that the Parent Guarantor can pay any Taxes that are due and payable by the Parent Guarantor or by the US Borrowers and their Subsidiaries as part of a consolidated, combined, unitary or similar group;

                               (vi) the issuance of Capital Stock of any US Borrower or any Subsidiary Guarantor consisting of common stock pursuant to a directors and officers or employee stock option or grant or similar equity plan or 401(k) plans of Borrower for the benefit of its employees, officers, directors and consultants;

                               (vii) Distributions to the Parent Guarantor (i) for overhead costs and expenses not to exceed $2,000,000 per fiscal year and (ii) for costs and expenses associated with the issuance of Debt and equity permitted by this Agreement; provided, that in each case (A) no Default or Event of Default shall have occurred and be continuing and (B) with respect to clause (ii), there is Total Excess Availability of at least $40,000,000; and

                               (viii) Distributions in an aggregate amount not to exceed $12,500,000; provided, that (i) no Default or Event of Default shall have occurred and is continuing and (ii) after giving effect to any such distribution, Total Excess Availability is greater than or equal to the Dollar Equivalent of $40,000,000;

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                    (b) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect; or

                    (c) make any Restricted Investment.

          7.11 Transactions Affecting Collateral or Obligations. No US Borrower nor any of its Subsidiaries shall enter into any transaction which would be reasonably expected to have a Material Adverse Effect.

          7.12 Guaranties. No US Borrower nor any of its Subsidiaries shall make, issue, or become liable on any Guaranty, except

                    (a) Guaranties of any of the Obligations in favor of the Responsible Agents and/or the Applicable Security Agents for the ratable benefit of the Applicable Lenders;

                    (b) Guaranties (i) by the US Borrowers of obligations of Ravenstock or Ravenstock’s UK Subsidiaries under leases or subleases for Real Estate entered into in the ordinary course of such Person’s business and (ii) by the US Credit Parties of obligations of US Credit Parties and by Ravenstock of obligations of UK Credit Parties, in either case in respect of operating liabilities incurred in the ordinary course of business, in the aggregate not in excess of £2,000,000 at any time outstanding;

                    (c) Guaranties existing on the Closing Date and listed on Schedule 7.13;

                    (d) Guaranties of the Senior Unsecured Notes to the extent required by the Senior Unsecured Note Indenture as in effect on the Closing Date by US Subsidiaries;

                    (e) Guaranties of Debt permitted by Sections 7.13(c), 7.13(d), 7.13(e), 7.13(j)(i) and 7.13(k), if such Guaranties are permitted by such Section; and

                    (f) Guaranties of Debt in respect of liabilities incurred by a Credit Party in Canada, in the aggregate not in excess of the Dollar Equivalent of $10,000,000 from time to time.

          7.13 Debt. No US Borrower shall, nor shall it permit any of its Subsidiaries to, incur or maintain any Debt, other than:

                    (a) the Obligations;

                    (b) Debt described on Schedule 7.13;

                    (c) Capital Leases of Machinery and Equipment or Rental Fleet Assets and purchase money secured Debt incurred to purchase Machinery and Equipment or Rental Fleet Assets; provided that (i) Liens securing the same attach only to the Machinery and Equipment or Rental Fleet Assets acquired by the incurrence of such Debt and proceeds thereof (but shall not encumber leases of, or payments under leases of, Rental Fleet Assets), and (ii) the aggregate amount of such Debt for all Credit Parties (including Capital Leases) outstanding does not exceed the Dollar Equivalent of $17,500,000 at any time;

                    (d) Debt evidencing a refinancing, replacement, refunding, renewal or extension from time to time thereof (including with Public Debt) the Debt described on Schedule 7.13; provided that (A) the principal amount thereof is not increased, (B) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt

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to be refinanced, replaced, refunded, renewed or extended, (C) no Subsidiary of any US Borrower that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, (D) the terms of such refinancing, replacement, refunding, renewal or extension are no less favorable in any material respect to the applicable Credit Party or Subsidiary, any Agent or the Lenders than the original Debt and (E) the final maturity thereof, if presently after the Stated Termination Date, will not become earlier than at least 6 months after the Stated Termination Date;

                    (e) Debt issued pursuant to the Senior Unsecured Notes including any refinancing, replacement, refunding, renewal or extension thereof from time to time; provided, however, that (A) the principal amount thereof is not increased, (B) such Debt is unsecured, (C) no Subsidiary that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, (D) the terms of such refinancing, replacement, refunding, renewal or extension are no less favorable in any material respect to the applicable Credit Party, any Agent or the Lenders than the original Debt, and (E) the final maturity thereof will not be earlier than the maturity date applicable to the original Debt;

                    (f) Debt issued pursuant to the Mezzanine Notes including any refinancing, replacement, refunding, renewal or extension thereof from time to time; provided, however, that (A) the principal amount thereof is not increased, (B) such Debt is unsecured, (C) no Subsidiary that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, (C) the terms of such refinancing, replacement, refunding, renewal or extension are no less favorable in any material respect to the applicable Credit Party, any Agent or the Lenders than the original Debt, and (D) the final maturity thereof will not be earlier than the maturity date applicable to the original Debt;

                    (g) Subject to the following sentence, Intercompany Debt; provided, in each case, that such Debt will be documented and secured in favor of the Applicable Security Agent, in a manner reasonably satisfactory to the Applicable Agent and shall be subordinated to the Obligations of the Credit Parties on terms and conditions satisfactory to the Administrative Agent; provided further that, in the case of any creditors with respect to such Debt which are Foreign Subsidiaries, such Subsidiaries shall have entered into and delivered to the Administrative Agent and the UK Security Trustee for the benefit of the Lenders the UK Intercreditor Deed in the form attached hereto as Exhibit H. Notwithstanding the foregoing, (i) neither the UK Borrower nor any of its Subsidiaries shall make, create or acquire any Intercompany Debt owed to any US Borrower or US Subsidiaries, and (ii) no US Borrower nor any of its US Subsidiaries shall make, create or acquire any Intercompany Debt owed to the UK Borrower or any of its UK Subsidiaries, except, in each case, if and only to the extent that at the time of and after giving effect to each such making, creation or acquisition: (x) no Default or Event of Default exists under Section 9.1(a), (y) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (z) in the case of any Intercompany Debt incurred by any UK Subsidiary, US Availability is greater than or equal to $7,000,000 and in the case of any Intercompany Debt incurred by any US Subsidiary, UK Availability is greater than or equal to £4,000,000.

                    (h) the Luxembourg Debt, provided that (A) such Debt will be evidenced by a revolving credit facility agreement in the form existing as at the date hereof with claims thereunder assigned in favor of the UK Security Trustee and shall be subordinated to the Obligations of the Credit Parties on terms and conditions satisfactory to the Administrative Agent and (B) the creditors with respect to such Debt shall have entered into and delivered to the Administrative Agent and the UK Security Trustee for the benefit of the Lenders the UK Intercreditor Deed in the form attached hereto as Exhibit H;

                    (i) Guaranties permitted by Section 7.12;

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                    (j) Debt represented by (i) any secured Hedge Agreements entered into with a Lender or other Bank Product Provider as the counterparty upon notice to the Agent or (ii) any unsecured Hedge Agreements, in each case, entered into in the ordinary course of business in order to protect any Borrower and/or any of its Subsidiaries against fluctuations in interest rates and currency exchange rates and not for speculative purposes;

                    (k) after the Closing Date, any Capital Leases or purchase money Debt or Debt secured by a mortgage on Real Estate assumed or acquired in connection with a Permitted Acquisition; provided that (A) such Debt existed at the time of such Permitted Acquisition and was not created in anticipation thereof, (B) any Lien securing such Debt does not extend to any assets of any US Borrower or any of its US Subsidiaries other than the assets secured thereby at the time of the Permitted Acquisition and does not encumber leases of, or payments under leases of, Rental Fleet Assets and (C) if the Debt is owed by a Subsidiary acquired, then no other US Borrower or any of its US Subsidiaries shall have any liability therefor;

                    (l) Debt secured by a mortgage on any Real Estate acquired by any US Borrower or any of its US Subsidiaries incurred or assumed for the purpose of financing all or a part of the cost of acquiring such Real Estate; provided that (i) any such mortgage attaches solely to the Real Estate so acquired, (ii) the mortgagee thereunder executes and delivers to the Responsible Agent a mortgagee waiver agreement (or, in respect of a UK Property, a deed of priority on terms and conditions reasonably acceptable to the UK Agent) in form and substance reasonably satisfactory to the Administrative Agent and (iii) the principal amount of such Debt secured thereby does not exceed 100% of any US Borrowers’ or their respective Subsidiaries’, as applicable, cost of such Real Estate;

                    (m) other unsecured Debt not to exceed $20,000,000 in the aggregate for all Credit Parties at any time outstanding;

                    (n) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Debt is covered within five business days of the later of such honoring or notice thereof; and

                    (o) unsecured Debt of Foreign Subsidiaries not to exceed $5,000,000 in the aggregate at any time outstanding.

For purposes of compliance with this Section 7.13 and Section 7.13 of the UK Credit Agreement, in the event any Debt meets the criteria set forth in more than one of clauses (c) through (d), inclusive, or (i) through (m) inclusive, of this Section 7.13 and Section 7.13 of the UK Credit Agreement, the US Borrower Representative and the UK Borrower, in their sole collective discretion, may (X) classify or reclassify such Debt in any manner that complies with this Section 7.13 and Section 7.13 of the UK Credit Agreement and (Y) divide and classify such Debt among more than one of the clauses of this Section 7.13 and Section 7.13 of the UK Credit Agreement and, in each case, such Debt shall be treated as having been permitted pursuant to the clause of this Section 7.13 and Section 7.13 of the UK Credit Agreement specified by the US Borrower Representative and UK Borrower; provided that, in each case, the US Borrower Representative and the UK Borrower must classify, reclassify and/or divide such Debt in a manner consistent for purposes of compliance with the US Credit Agreement and UK Credit Agreement.

          7.14 Prepayments; Payments on Senior Unsecured Notes; Payments on Intercompany Debt.

                    (a) No US Borrower nor any of its Subsidiaries shall voluntarily prepay any Debt, except (i) the Obligations in accordance with the terms of this Agreement and the UK Credit Agreement,

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(ii) prepayment of the Existing Indebtedness and the Luxembourg Debt, and (iii) Capital Leases and other Debt in an aggregate amount not to exceed $2,000,000 per Fiscal Year and, after giving effect to the payment thereof, only so long as Total Excess Availability exceeds $30,000,000, (iv) prepayments of the Debt described on Schedule 7.13 with the proceeds of Debt permitted to be issued under Section 7.13(d) and (v) prepayments of the Senior Unsecured Notes and all expenses associated therewith with the proceeds of Capital Stock issued in accordance with Section 7.34, and (vi) as permitted under Section 7.14(b).

                    (b) No US Borrower nor any of its Subsidiaries shall make any payments on the Senior Unsecured Notes except for (i) regularly scheduled payments of interest and (ii) payments of up to 35% of the aggregate principal amount of the Senior Unsecured Notes with the proceeds of the issuance of the securities of the Parent Guarantor or Mobile Services in an “Equity Offering” under and as defined in the Senior Unsecured Note Indenture if, both before and after giving effect to payment of principal, (x) no Default or Event of Default exists and (y) Total Excess Availability exceeds $40,000,000.

                    (c) (i) Neither the UK Borrower nor any of its UK Subsidiaries shall make any payment of principal, interest or any other amount on account of or in respect of any obligation outstanding under any Intercompany Debt owed to any US Borrower, any US Subsidiary or the Luxembourg Subsidiary, and (ii) no US Borrower nor any of its US Subsidiaries shall make any payments of principal, interest or any other amounts on account of any obligation outstanding under any Intercompany Debt owed to the UK Borrower or any UK Subsidiary, except, (A) in each case, subject to the subordination provisions thereof as required by Section 7.13(g), and (B) in each case, if and only to the extent that at the time of and after giving effect to each such payment: (x) no Default or Event of Default exists under Section 9.1(a), (y) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (z) in the case of clause (i), UK Availability is greater than or equal to £4,000,000 or, in the case of clause (ii), US Availability is greater than or equal to $7,000,000; provided, however, nothing in this Section 7.14(c) shall prohibit the making of any payments between the US Borrowers and Ravenstock pursuant to Section 7.15(e).

          7.15 Transactions with Affiliates. Except as set forth below or described on Schedule 7.15, no US Borrower shall, nor shall it permit any of its Subsidiaries to, sell, transfer, distribute, or pay any money or property, including, but not limited to, any fees or expenses of any nature (including any fees or expenses for management services), to any Affiliate, or lend or advance money or property to any Affiliate, or invest in (by capital contribution or otherwise) or purchase or repurchase any stock or indebtedness, or any property, of any Affiliate, or become liable on any Guaranty of the indebtedness, dividends, or other obligations of any Affiliate (other than any Guaranties permitted by Section 7.12); provided, however, while no Event of Default has occurred and is continuing, and subject to the limitations set forth in this Agreement, the Credit Parties may engage in transactions or agreements with Affiliates, other than those described on Schedule 7.15, in the ordinary course of business consistent with past practices, in an amount and upon terms fully disclosed in all material respects to the Agents and the Lenders in advance, and, in any case, no less favorable to such US Borrower or its Subsidiaries, as applicable, than would be obtained in a comparable arm’s-length transaction with a third party who is not an Affiliate; provided further:

                    (a) if no Default or Event of Default exists under Section 9.1(a), immediately before and after giving effect to the payments, payments of periodic fees may be made when due pursuant to the Welsh Carson Management Agreement as in effect on the date hereof; provided that such payments shall not exceed the Dollar Equivalent of $800,000 per Fiscal Year plus fees payable in connection with acquisitions, financings, divestitures or similar transactions undertaken pursuant to the Welsh Carson

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Management Agreement; provided that such fees do not exceed an amount equal to 1% of the transaction value thereof;

                    (b) the US Borrowers and their Subsidiaries may enter into and perform under such intercompany loan, sales and investments as otherwise expressly permitted by this Agreement;

                    (c) the US Borrowers and their Subsidiaries may enter into transactions with the Non-Guarantor Subsidiaries (i) to cause a Non-Guarantor Subsidiary’s dissolution and (ii) to cause the dissolution of the Luxembourg Subsidiary so long as, in the case of clause (ii), all of the following conditions are met: (A) no Default or Event of Default shall exist at the time of such dissolution and after giving effect to such dissolution, (B) any Subsidiary of the US Borrowers or Ravenstock that assumes any of the rights or obligations under the Luxembourg Debt in connection with the transactions that effect such dissolution shall become a UK Subsidiary Guarantor and shall become a party to each of the Loan Documents to which the UK Borrower, UK-LP or the Luxembourg Subsidiary, as applicable, was a party immediately prior to the dissolution of the Luxembourg Subsidiary, (C) all other Agent’s Liens on the Collateral immediately prior to the dissolution of the Luxembourg Subsidiary shall remain perfected, and the Borrowers shall cause any Subsidiary of the US Borrowers or Ravenstock that assumes any rights or obligations under the Luxembourg Debt in connection with the transactions that effect such dissolution to execute and deliver to the Administrative Agent and the UK Security Trustee such documents, instruments, financing statements, and amendments to Loan Documents as the Administrative Agent and the UK Security Trustee may reasonably request to continue the perfection of the Agent’s Liens, (D) UK Availability is greater than or equal to £4,000,000; (E) such dissolution shall not result in any Debt other than Intercompany Debt permitted to be incurred pursuant to, and incurred in compliance with, Section 7.13(g) hereof; and (F) such dissolution shall otherwise not create any covenants, undertakings or obligations on the part of any US Borrower or any of their respective Subsidiaries any more onerous than the covenants, undertakings or obligations contained in the Luxembourg Debt;

                    (d) the US Borrowers and their Subsidiaries may pay reasonable compensation and provide customary indemnities to directors, officers and employees; and

                    (e) Ravenstock and the US Borrowers may make payments to each other as reimbursement for corporate overhead and services, tax sharing and other similar arrangements plus reasonable and customary out-of-pocket expenses, if and only to the extent that at the time of and after giving effect to each such payment: (w) no Default or Event of Default exists under Section 9.1(a), (x) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive, (y) in the case of payments from Ravenstock to the US Borrowers, UK Availability is greater than or equal to £4,000,000 and (z) in the case of payments from the US Borrowers to Ravenstock, (I) US Availability is greater than or equal to $7,000,000 and (II) such amount does not exceed $1,000,000 in any Fiscal Year (taking into account all such payments occurring in Fiscal Year 2006 occurring prior to the Closing Date).

          7.16 Investment Banking and Finder’s Fees. Other than for the benefit of any Agent or Lender, or pursuant to Section 7.15(a), no US Borrower shall, nor shall it permit any of its Subsidiaries, to pay or agree to pay, or reimburse any other party with respect to, any investment banking or similar or related fee, underwriter’s fee, finder’s fee, or broker’s fee to any Person in connection with this Agreement. The US Borrowers and their Subsidiaries shall defend and indemnify the Agents and the Lenders against and hold them harmless from all claims of any Person that the Credit Parties are obligated to pay for any such fees, and all costs and expenses (including attorneys’ fees) incurred by the Agents and/or any Lender in connection therewith.

          7.17 Business Conducted.

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                    (a) No US Borrower shall, nor shall it permit any of its Subsidiaries to, engage directly or indirectly, in any line of business other than a Similar Business.

                    (b) Mobile Services shall not engage in any business activities or have any properties or liabilities, other than (i) holding Capital Stock of MSG, (ii) obligations under the Loan Documents, (iii) making any distribution permitted by Sections 7.10 or 7.15(a), in each case, or holding any cash received in connection with distributions made by MSG in accordance with Sections 7.10 or 7.15(a), in each case, pending application thereof by Mobile Services in the manner contemplated by Sections 7.10 or 7.15(a), in each case, and (iv) activities and properties incidental to the foregoing clauses (i), (ii) and (iii).

                    (c) The Intermediary shall not engage in any business activities or have any properties or liabilities, other than (i) holding Capital Stock of Mobile Services, (ii) obligations under the Loan Documents, (iii) making any distribution permitted by Section 7.10 or holding any cash received in connection with distributions made by Mobile Services in accordance with Section 7.10 pending application thereof by the Intermediary in the manner contemplated by Section 7.10 and (iii) activities and properties incidental to the foregoing clauses (i), (ii) and (iii); provided, however, that the foregoing shall not limit Intermediary’s ability to undertake transactions permitted by Section 7.09 or consummate the Acquisition.

                    (d) The Parent Guarantor shall not engage in any business activities or have any properties or liabilities, other than (i) holding Capital Stock of Intermediary (or any successor entity permitted hereunder), (ii) obligations under the Loan Documents and the Mezzanine Notes (including payments and prepayments thereof), (iii) making any distribution permitted by Section 7.10 or Section 7.15 or holding any cash received in connection with distributions made by Intermediary in accordance with Section 7.10 or Section 7.15 pending application thereof by the Parent Guarantor in the manner contemplated by Section 7.10 or Section 7.15 and (iii) activities and properties incidental to the foregoing clauses (i), (ii) and (iii); provided, however, that neither Section 7.30 nor the foregoing shall limit the Parent Guarantor’s ability to issue Capital Stock and hold and apply any proceeds thereof (including to the payment and prepayment of the Mezzanine Notes).

          7.18 Liens. No US Borrower shall, nor shall it permit any of its Subsidiaries to, create, incur, assume, or permit to exist any Lien on any property now owned or hereafter acquired by any of them, except Permitted Liens.

          7.19 Sale and Leaseback Transactions. No US Borrower shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into any arrangement with any Person providing for such US Borrower or such Subsidiary to lease or rent property that such US Borrower or such Subsidiary has sold or will sell or otherwise transfer to such Person other than Real Estate both (a) sold or otherwise disposed of to a Person that is not a Credit Party pursuant to Section 7.9 hereof and (b) in respect of which such Credit Party or Subsidiary has delivered a landlord waiver and, if the Real Estate will be subject to a mortgage or deed of trust, a mortgagee waiver, in each case in form and substance reasonably satisfactory to the Administrative Agent and the UK Security Trustee, as applicable.

          7.20 New Subsidiaries. No US Borrower shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary other than (i) those listed on Schedule 6.5, (ii) Wholly-owned Subsidiaries acquired in a Permitted Acquisition, or (iii) Wholly-owned Subsidiaries created by a US Borrower or any of its Subsidiaries so long as, in the case of clauses (ii) and (iii), the US Borrower shall, and shall cause each such Subsidiary to, comply with the provisions of Section 7.32; provided that no US Borrower shall, nor shall it permit any Subsidiaries to, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary organized under the laws of any jurisdiction other than the United States or any State thereof, other than (A) those Subsidiaries listed on

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Schedule 6.5 as of the Closing Date, (B) as a result of a Permitted Acquisition and (C) any direct and indirect Subsidiaries of Ravenstock; and provided further that the UK Borrower shall not, nor shall it permit any UK Subsidiary to, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary organized under the laws of the United States or any State thereof.

          7.21 Fiscal Year. No US Borrower shall, nor shall it permit any of its Subsidiaries to, change its Fiscal Year.

          7.22 Depreciation Method. No US Borrower shall, nor shall it permit any of its Subsidiaries to, change its method of calculating depreciation with respect to the preparation of the financial information set forth in the Financial Statements except as required by GAAP, the independent accountants of any US Borrower or any of its Subsidiaries, the SEC or any other Governmental Authority having jurisdiction over such US Borrower or such US Subsidiary.

          7.23 Cash Interest Coverage Ratio. The US Borrowers and their Subsidiaries will maintain a Cash Interest Coverage Ratio for each period of four consecutive fiscal quarters ended on the last day of any Fiscal Quarter of not less than 1.75:1; provided that the Cash Interest Coverage Ratio shall not be tested so long as Total Excess Availability for each day of the most recently completed Fiscal Quarter is equal to or exceeds $30,000,000. Such Cash Interest Coverage Ratio shall be first tested as of the Fiscal Quarter ending immediately prior to the date on which Total Excess Availability is first less than or equal to $30,000,000 for which financial statements are available and shall continue to be tested for each Fiscal Quarter thereafter until such Fiscal Quarter in which the Borrowers maintain Total Excess Availability on each day thereof of at least $30,000,000.

          7.24 Maximum Consolidated Total Debt to Pro Forma EBITDA Ratio. The US Borrowers and their Subsidiaries will not permit the Consolidated Total Debt to Pro Forma EBITDA Ratio as of the end of any Fiscal Quarter set forth below to be greater than the ratio set forth opposite such period:

Period Ending	Ratio
The last day of each Fiscal Quarter through the Fiscal Quarter ending on June 30, 2007	6.00:1
The last day of each Fiscal Quarter after the Fiscal Quarter ending on June 30, 2007 through the Fiscal Quarter ending on June 30, 2008	5.75:1
The last day of each Fiscal Quarter after the Fiscal Quarter ending on June 30, 2008 through the Fiscal Quarter ending on June 30, 2009	5.50:1
The last day of each Fiscal Quarter after the Fiscal Quarter ending on June 30, 2009 through the Fiscal Quarter ending on June 30, 2010	5.25:1
The last day of each Fiscal Quarter after the Fiscal Quarter ending on June 30, 2010 and thereafter	5.00:1

; provided that Consolidated Total Debt to Pro Forma EBITDA Ratio shall not be tested for any period of four consecutive Fiscal Quarters so long as Total Excess Availability for each day of the most recently

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completed Fiscal Quarter is equal to or exceeds $30,000,000. Such Consolidated Total Debt to Pro Forma EBITDA Ratio shall be first tested as of the Fiscal Quarter ending immediately prior to the date on which Total Excess Availability is first less than or equal to $30,000,000 for which financial statements are available and shall continue to be tested for each Fiscal Quarter thereafter until such Fiscal Quarter in which the Borrowers maintain Total Excess Availability on each day thereof of at least $30,000,000.

          7.25 Minimum Fleet Utilization Rate. The US Borrowers and their Subsidiaries shall not permit the Fleet Utilization Rate, as of the end of any Fiscal Quarter set forth below, to be less than the rate set forth opposite such period:

Period	Rate
First Fiscal Quarter of each Fiscal Year	72%
Second Fiscal Quarter of each Fiscal Year	74%
Third Fiscal Quarter of each Fiscal Year	76%
Fourth Fiscal Quarter of each Fiscal Year	76%

; provided that the Fleet Utilization Rate shall not be tested so long as Total Excess Availability for each day of the most recently completed Fiscal Quarter is equal to or exceeds $30,000,000. Such Fleet Utilization Rate shall be first tested as of the Fiscal Quarter ending immediately prior to the date on which Total Excess Availability is first less than or equal to $30,000,000 for which financial statements are available and shall continue to be tested for each Fiscal Quarter thereafter until such Fiscal Quarter in which the Borrowers maintain Total Excess Availability on each day thereof of at least $30,000,000.

          7.26 Capital Expenditures. No US Borrower shall, nor shall it permit any of its Subsidiaries to, make or incur any Capital Expenditure if, after giving effect thereto, the aggregate amount of all Capital Expenditures by the US Borrowers and their Subsidiaries on a consolidated basis would exceed:

                    (a) in the Fiscal Year ended December 31, 2006 (taking into account all Capital Expenditures occurring in Fiscal Year 2006 occurring prior to the Closing Date) the sum of the Dollar Equivalent of $50,000,000;

                    (b) in the Fiscal Year ended December 31, 2007 the Dollar Equivalent of $50,000,000;

                    (c) in the Fiscal Year ended December 31, 2008 the Dollar Equivalent of $55,000,000;

                    (d) in the Fiscal Year ended December 31, 2009 the Dollar Equivalent of $60,000,000;

                    (e) in the Fiscal Year ended December 31, 2010 the Dollar Equivalent of $65,000,000;

                    (f) in the Fiscal Year ended December 31, 2011 the Dollar Equivalent of $70,000,000;

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in each case plus the Acquisition to CapEx Transfer Amount, if any, and less the Capital Expenditure to Acquisition Transfer Amount, if any; provided that to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year (“Year 1”) pursuant to paragraphs (a), (b), (c), (d), (e) or (f) above (as applicable) exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, such excess amount, up to the Dollar Equivalent of $15,000,000 (the “Capital Expenditure Excess”), may be carried forward to (but only to) the Capital Expenditure budget set forth for the next succeeding Fiscal Year (“Year 2”) (any such amount to be certified by the US Borrower to the Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of Year 1). The parties acknowledge and agree that the permitted Capital Expenditure levels set forth above shall be exclusive of Capital Expenditures constituting Permitted Acquisitions.

          7.27 Federal Reserve Regulations. No US Borrower shall, nor shall it suffer or permit any Subsidiary to, use any portion of the Loan proceeds, directly or indirectly, (i) to purchase or carry Margin Stock, (ii) to repay or otherwise refinance indebtedness of a US Borrower or any of its Subsidiaries or others incurred to purchase or carry Margin Stock, (iii) to extend credit for the purpose of purchasing or carrying any Margin Stock, or (iv) to acquire any security in any transaction that is subject to Section 13 or Section 14 of the Exchange Act.

          7.28 Further Assurances. The US Borrowers shall and shall cause the Parent Guarantor and their Subsidiaries to execute and deliver, or cause to be executed and delivered, to the Agents, the Applicable Security Agents and/or the Lenders such documents and agreements, and shall take or cause to be taken such actions, as the Agents, the Applicable Security Agents or any Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents.

          7.29 Bank Accounts. The Borrowers shall establish and maintain, and cause each Subsidiary to establish and maintain, a cash management system reasonably acceptable to the Responsible Agent, including (a) blocked accounts for the UK Credit Parties over which the UK Security Trustee has a fixed charge reasonably acceptable to the Responsible Agent, (b) arrangements reasonably satisfactory to the Administrative Agent to transfer funds to the Administrative Agent for application to the Obligations on a daily basis, or on such other basis as the Administrative Agent agrees, and blocked accounts for the US Credit Parties over which the US Agent has control (within the meaning of the UCC), (c) lockboxes and full cash dominion and control in favor of the US Agent pursuant to the US Security Documents and (d) upon five (5) Business Days notice to the Borrowers arrangements reasonably satisfactory to the Administrative Agent implementing lockboxes and full cash dominion and control in favor of the US Agent, including direction from the Borrowers to the customers to direct all customer remittances to such lockboxes; provided that until such time as (i) Total Excess Availability falls below $25,000,000 or (ii) a Default or Event of Defaults occurs and is continuing, clauses (a), (c) and (d) above shall not be utilized or required and transfer of funds pursuant to clause (b) above shall not occur; and upon such time, the Administrative Agent may, within its sole discretion, waive compliance by the Borrowers and its Subsidiaries with one or more of the requirements of (a), (b), (c) or (d) above. Except as may otherwise be agreed by the Administrative Agent and the UK Agent (including, in the case of the UK Borrower, as agreed by the UK Security Trustee pursuant to the terms of the UK Debenture), as applicable, no US Borrower or any of its Subsidiaries shall maintain any bank account (including deposit accounts, disbursement accounts and lockbox accounts) with funds exceeding the Dollar Equivalent of $100,000 per account or $1,000,000 in the aggregate with any person other than the Applicable Security Agent, except as set forth on Schedule 6.27.

          7.30 Changes Relating to the Senior Unsecured Notes or Mezzanine Debt. Neither the Parent Guarantor nor any of its Subsidiaries shall change or otherwise amend the terms of the Senior Unsecured Notes or Mezzanine Debt if the effect of such amendments would be to: (i) increase the interest rate on

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the Senior Unsecured Notes or Mezzanine Debt or provide for an earlier date on which interest on the Mezzanine Debt may be payable in cash; (ii) change the dates upon which payments of principal or interest are due on the Senior Unsecured Notes or Mezzanine Debt other than to extend such dates; (iii) change any default or event of default other than to delete or make less restrictive any default provision therein, or add any covenant with respect to the Senior Unsecured Notes or Mezzanine Debt; (iv) change the redemption or prepayment provisions of such Senior Unsecured Notes or Mezzanine Debt other than to extend the dates; (v) grant any security or collateral to secure payment of the Senior Unsecured Notes or Mezzanine Debt or add any guarantor of the Senior Unsecured Notes or Mezzanine Debt; or (vi) change or amend any other term if such change or amendment would materially increase the obligations of any US Borrower or any of its Subsidiaries thereunder or confer additional material rights on the holder of the Senior Unsecured Notes or Mezzanine Debt in a manner adverse to any US Borrower, any of its Subsidiaries, Agent or Lender.

          7.31 Access Agreements. The Borrowers shall use commercially reasonable efforts to deliver to the Administrative Agent and the UK Security Trustee, as applicable, a mortgagee waiver (other than in respect of the UK Properties), a landlord waiver or an agent access agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and the UK Security Trustee, as applicable, with respect to (i) all owned Real Estate subject to any mortgage, (ii) all Real Estate leased by any Credit Party, and (iii) all Real Estate on which Collateral is located which such Real Estate is owned or leased by any Agency of any Credit Party, provided, however, that in respect of US Real Estate no such mortgagee waiver, landlord waiver or agent access agreement shall be required (X) for (I) any Real Estate subject to a mortgage, (II) any Real Estate leased by the US Credit Parties or Ravenstock or (III) any Real Estate on which the Collateral is located which such Real Estate is owned or leased by any Agency of any Credit Party, in either case at which the Collateral stored during the last 12 months on any such Real Estate has a net book value less than $250,000, or (Y) if the lease payments, with respect to Real Estate leased by any US Credit Party, do not exceed $25,000 on an annual basis.

          7.32 Additional Credit Parties; Additional Collateral.

                    (a) The US Borrowers may designate additional US Subsidiaries to be US Credit Parties under the US Credit Agreement, and Ravenstock may designate additional Foreign Subsidiaries organized under the laws of the United Kingdom, Canada or any other jurisdiction located in the European Union reasonably acceptable to the Administrative Agent in its sole discretion and with any additional reserves determined by the Administrative Agent in its reasonable discretion, to be additional UK Credit Parties under the UK Credit Agreement, and thereby include the assets of such Subsidiaries in calculation of the Applicable Borrowing Base, subject to all the terms thereof. Such designation shall only become effective at such time as (i) the designated Subsidiary shall have executed and delivered to the Administrative Agent, a Joinder Agreement (as amended to be valid and binding under the laws of England and Wales in the case of an additional UK Credit Party) and shall have granted to the Applicable Security Agent first priority and fully perfected Liens (subject to the qualifications set forth in Section 6.2 hereof) on its assets, (ii) the Applicable Security Agent shall have received a first priority pledge of or charge (subject to Permitted Liens and Section 6.2 hereof) over the Capital Stock of such Subsidiary and (iii) the Administrative Agent shall have received such opinions of counsel, corporate documents and other documents and instruments as the Administrative Agent or the Applicable Security Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent and the Applicable Security Agent. With respect to any property (other than property described in the first parenthetical in Section 6.2) acquired after the Closing Date by any US Borrower or any of its Subsidiaries (other than any property subject to a Lien expressly permitted by Section 7.18 or any property of a Non-Guarantor Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien (subject to the qualifications set forth in Section 6.2), promptly (A) execute and deliver to the Applicable Administrative Agent such amendments to the US Security

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Documents or UK Security Documents, as applicable, or such other documents as the Applicable Administrative Agent deems reasonably necessary or advisable to grant to the Applicable Administrative Agent, for the benefit of the Lenders, a security interest in such property and (B) take all actions reasonably necessary or advisable to grant to the Applicable Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements or other filings as appropriate in such jurisdictions as may be required by the US Security Documents or UK Security Documents, as applicable, or by law or as may be reasonably requested by the Applicable Administrative Agent.

                    (b) [Intentionally deleted].

                    (c) If after the Closing Date either any Non-Guarantor Subsidiary or Mobile Storage Group (Texas), L.P. acquires assets with a fair market value of $250,000 or more, or any US Borrower or any of its Subsidiaries forms or acquires a Subsidiary (including, in a Permitted Acquisition, including any merger, amalgamation or consolidation in connection therewith) which has assets with a fair market value of $250,000 or more, then the Borrowers shall promptly (and in any event within 5 Applicable Business Days) cause such Subsidiary to become a Subsidiary Guarantor by executing and delivering to the Applicable Administrative Agent and the UK Agent, as applicable, a Guaranty or a supplement or joinder to a Subsidiary Guaranty to guarantee the Obligations of the Borrowers (in the case of a US Subsidiary) or the UK Borrower (in the case of a Foreign Subsidiary), and grant to the Applicable Security Agent, as applicable, first priority and fully perfected Liens (subject to Permitted Liens and to Section 6.2 hereof) on its assets and the Capital Stock of such Subsidiary (limited in the case of Capital Stock of a Foreign Subsidiary to the extent set forth in the Pledge Agreement) to secure its Obligations, with the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant party, such opinions of counsel (including such opinions of counsel as may be requested in connection with Mobile Storage Group (Texas), L.P. acquiring assets with a fair market value in excess of $250,000), corporate documents and other documents and instruments as the Applicable Security Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Applicable Security Agent. If the additional Subsidiary was acquired or created in connection with any acquisition and the aggregate purchase price in connection with such an acquisition is in excess of $15,000,000 (or if the Rental Fleet Assets owned by such Subsidiary that may be included in any calculation of the US Borrowing Base or the UK Borrowing Base have a value in excess of $15,000,000), the Responsible Agent shall have received from the Appraiser a “desktop appraisal” of such Rental Fleet Assets acquired by the applicable Credit Parties or owned by such Person acquired by the applicable Credit Parties which shall be reasonably satisfactory in scope, form and substance to the Responsible Agent. Notwithstanding the foregoing, Liens on any assets constituting Real Estate shall be subject to the provisions of Section 7.33.

          7.33 Mortgages. (a) From and after the Closing Date, if a Borrower or any of its Subsidiaries acquires any additional owned Real Estate (in the case of US Owned Real Estate which, in the good faith determination of the Administrative Agent has a value in excess of $500,000), then the Applicable Borrower shall, or shall cause its Subsidiary to, (x) notify the Administrative Agent of such acquisition within five (5) days thereof, (y) upon the request of the Administrative Agent, execute and deliver to the Administrative Agent within thirty (30) days after such request a Mortgage encumbering such Real Estate and/or, at the sole election of the Administrative Agent, provide to the Administrative Agent (a) evidence that such Mortgage has been duly recorded and creates a valid and enforceable first priority Lien, subject only to Permitted Liens, (b) (in the case of US Real Estate) an ALTA policy of title insurance in amounts, in form, with endorsements and from an insurer reasonably satisfactory to the Applicable Security Agent or (in the case of UK Properties) a report on title from the UK Borrower’s Counsel in form and content reasonably satisfactory to the UK Security Trustee and no more onerous than the UK Properties Report on Title, (c) evidence reasonably satisfactory to the Applicable Security Agent that such Real Estate is not

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subject to material Environmental Claims, (d) if required by the Administrative Agent, legal opinions in form and substance and from counsel reasonably satisfactory to the Administrative Agent and (z) if such Real Estate is subject to any mortgage or other security, the Borrowers shall use commercially reasonable efforts to deliver to the Administrative Agent and the UK Security Trustee, as applicable, a mortgagee waiver (other than in respect of the UK Properties), and as the case may require, a heritable creditor consent in form and substance reasonably satisfactory to the Administrative Agent and the UK Agent.

                    (b) Without prejudice to the generality of the above, in respect of future acquired UK Property, the UK Borrower shall instruct a reasonably suitably qualified environmental engineer to prepare a Phase I environmental report which will be addressed to the UK Agent and the UK Borrower and will take such action (if any) with respect to the future acquired UK Property as was required with respect to the UK Properties owned as at the Closing Date pursuant to Section 7.7(a); provided, that in relation to leasehold UK Property with a term of less than 7 years and where there is a full and sufficient indemnity from the landlord or seller for the benefit of the UK Borrower and their respective charges in respect of any Environmental Claims arising from historic contamination, the obligation to obtain such a Phase I environmental report shall not apply.

          7.34 Preferred Stock. No US Borrower shall, nor shall it permit any of its Subsidiaries to, issue any Preferred Stock having a right of payment of any dividend or other Distribution (except for non-cash payments, dividends or distributions in kind) or a right of mandatory redemption or redemption at the option of the holder, in either case, prior to six (6) months following satisfaction in full in cash of all Obligations (other than indemnities and other contingent Obligations not then due).

          7.35 [Intentionally deleted].

          7.36 Center of Main Interest. The UK Borrower shall maintain its center of main interest for purposes of Recital 13 of EC Regulation No. 1346/2000 on Insolvency Proceedings within the United Kingdom.

ARTICLE 8.
CONDITIONS OF LENDING

          8.1 Conditions Precedent to the Effectiveness of this Agreement and the Making of Loans on the Closing Date. The effectiveness of this Agreement and the obligation of the US Lenders to make Revolving Loans on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue or continue any Letter of Credit on the Closing Date are subject to the following conditions precedent having been satisfied or waived in a manner satisfactory to each Administrative Agent and each US Lender:

                    (a) This Agreement and the other Loan Documents, including, for the avoidance of doubt, the UK Loan Documents shall have been executed by each party thereto and each Credit Party shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by such Credit Party before or on such Closing Date.

                    (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement, the Fee Letter or the UK Credit Agreement) and calculated as if all its obligations were current (consistent with past practice), Total Excess Availability shall be at least the Dollar Equivalent of $35,000,000.

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                    (c) All representations and warranties made on the Closing Date by any Credit Party contained herein or in the other Loan Documents shall be true and correct as of the Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date); provided, that with respect to the Borrowings hereunder on the Closing Date, (x) any breach of any such representations and warranties shall not constitute a failure to satisfy the condition set forth is this Section 8.1(c) unless (A) such breach also constitutes a breach of a representation or warranty in the Acquisition Agreement material to the interests of the Lenders and that would result in the Parent Guarantor or Acquisition Sub having a right to terminate its obligations thereunder or (B) such breach is a breach of the representations and warranties set forth in Sections 6.1, 6.2, 6.3, 6.21, 6.22 and 6.33 and (y) any Default or Event of Default resulting from any breach of any representation or warranty made by any Credit Party pursuant to any Loan Document, other than (X) to the extent such breach also constitutes a breach of a representation and warranty in the Acquisition Agreement that would result in the Parent Guarantor or its Affiliates having a right to terminate its obligations thereunder or (Y) any breach of the representations and warranties set forth in Sections 6.1, 6.2, 6.3, 6.21, 6.22 and 6.33, shall in each case not constitute a Default or Event of Default for purposes of this Section 8.1(c).

                    (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date (subject to clause (c) above).

                    (e) The Agents and the Lenders shall have received such opinions of counsel for the Credit Parties as the Agents or any Lender shall reasonably request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agents, the Lenders, and their respective counsel.

                    (f) The Administrative Agent and the UK Agent shall have received:

          (i) acknowledgment copies, verification statements, or certified copies of proper financing statements or similar filings, duly filed on or before the Closing Date (except in the case of filings in the United Kingdom, which shall be duly filed within 21 days after the Closing Date) under the UCC of all applicable jurisdictions or the Companies Act that the Administrative Agent or the UK Agent may deem necessary or reasonably desirable in order to perfect and/or continue the Agents’ Liens;

          (ii) duly executed UCC-3 Termination Statements, financing change statements, voluntary discharges and such other instruments, in form and substance reasonably satisfactory to the Administrative Agent or the UK Agent, as applicable, as shall be necessary to terminate and satisfy all Liens on the property of the Borrowers and their respective Subsidiaries except for Permitted Liens; and

          (iii) (A) all certificates, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, evidencing the Capital Stock and Instruments required to be pledged pursuant to the Loan Documents and (B) each promissory note (if any) pledged to the Administrative Agent pursuant to the US Security Documents or UK Security Documents, as applicable, endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

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                    (g) The Borrowers shall have paid all fees then payable to the Agents and the Lenders, all reasonable expenses of the Agents and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced and due.

                    (h) The Agents shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agents, of all insurance coverage as required by the Credit Agreements.

                    (i) The Administrative Agent and the UK Agent shall have had an opportunity, if it so chooses, to examine the books of account and other records and files of the Credit Parties and to make copies thereof, and to conduct a pre-closing audit which shall include verification and status of Inventory, Accounts, the US Borrowing Base and the UK Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Administrative Agent, the UK Agent and the Lenders in all respects.

                    (j) The Credit Parties shall have established a cash management system reasonably acceptable to the Administrative Agent and UK Agent and the Applicable Security Agents, as required pursuant to Section 7.29 hereof.

                    (k) The Lenders shall be reasonably satisfied that each Borrower and its Subsidiaries, taken as a whole, are Solvent and shall have received a certificate from each Borrower in form and substance reasonably satisfactory to the Administrative Agent and the UK Agent confirming the same.

                    (l) No Closing Date MAE shall have occurred since December 31, 2005.

                    (m) There shall exist no action, suit, investigation, litigation, or proceeding pending or threatened in any court or before any Governmental Authority that in the Administrative Agent’s and UK Agent’s judgment (a) could reasonably be expected to have a Material Adverse Effect or which could impair Borrowers’ ability to perform satisfactorily under the Total US Facility or the Total UK Facility, or (b) could reasonably be expected to materially and adversely affect the Total US Facility or the Total UK Facility or the transactions contemplated thereby.

                    (n) All proceedings taken in connection with the execution of this Agreement, all other Loan Documents and all documents and papers relating thereto shall be reasonably satisfactory in form, scope, and substance to the Administrative Agent and UK Agent and the Lenders.

                    (o) On the Closing Date, (i) the Borrowers shall have repaid in full, immediately upon receipt of the Loans to be funded on the Closing Date, all amounts due pursuant to the Existing Indebtedness and (ii) the Administrative Agent shall have received reasonably satisfactory evidence that reasonably satisfactory arrangements have been made for the termination of all Liens and the release or discharge of all guarantee obligations in connection therewith.

                    (p) Without limiting the generality of the items described above, the Borrowers and each Person guarantying or securing payment of the Obligations shall have delivered or caused to be delivered to the Administrative Agent and UK Agent (in form and substance reasonably satisfactory to the Administrative Agent and UK Agent), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items either provided for in this Agreement or as set forth on the “Closing Checklist” delivered by the Administrative Agent and UK Agent to the Borrowers at least two (2) US Business Days prior to the Closing Date or as otherwise reasonably requested by Administrative Agent and UK Agent, as applicable.

                    (q) [Intentionally deleted].

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                    (r) An undertaking from the UK Borrower’s Counsel addressed to the UK Agent dealing with (amongst other things) the registration of the security created by the UK Debenture over the UK Properties and any other related security.

                    (s) [Intentionally deleted].

                    (t) Each Credit Party shall have obtained all governmental and third party consents and approvals, if any, as may be necessary or appropriate in connection with the Loan Documents and the transactions contemplated thereby.

                    (u) The Administrative Agent shall have received a duly executed original of a Notice of Borrowing, dated the Closing Date, with respect to each of the US Revolving Loans requested by the US Borrower Representative and the UK Revolving Loans requested by the UK Borrower Representative on the Closing Date which US Revolving Loans and UK Revolving Loans shall be utilized to repay the Existing Indebtedness in full on the Closing Date.

                    (v) The Administrative Agent shall have received (i) pro forma consolidated balance sheet and related statement of income of Mobile Services and its Subsidiaries as of the date of the most recent consolidated balance sheet delivered pursuant to clause (ii) of this paragraph and (ii) unaudited interim consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Mobile Services and its Subsidiaries for each fiscal quarter ended after March 31, 2006 as to which such financial statements are available, the most recent of which interim financial statements shall include supporting schedules and data reasonably satisfactory to the Administrative Agent that demonstrate that the Consolidated Total Debt to Pro Forma EBITDA Ratio for the immediately preceding four fiscal quarter period ended on the date of such financial statements was not greater than 6.0:1.

                    (w) (i) Parent Guarantor shall have made a cash equity contribution (including proceeds of the issuance of the Mezzanine Notes) to Intermediary, and Intermediary shall have made a cash equity contribution to Mobile Services in an aggregate amount that constitutes not less than 30% of Mobile Services’ pro forma consolidated capitalization; (ii) the Acquisition shall be consummated in all material respects in accordance with the terms of the Acquisition Agreement without any waiver, modification or amendment that is materially adverse to the Lenders, unless consented to by the Administrative Agent and all material requirements of law; and (ii) the Refinancing shall be consummated.

                    (x) Parent Guarantor shall have received at least $90,000,000 in gross cash proceeds from the issuance of the Mezzanine Notes, and such proceeds shall have been contributed first to Intermediary, and then, to Mobile Services.

                    (y) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, but not limited to, the USA Patriot Act.

                    (z) Mobile Services and MSG as co-issuers thereof, shall have received at least $200,000,000 in gross cash proceeds from the issuance of the Senior Unsecured Notes.

                    (aa) The Administrative Agent shall have received the results of a recent lien search conducted in such jurisdiction agreed upon with counsel to the Lenders, and such search shall reveal no liens on any of the assets of the Credit Parties except for liens permitted by Section 7.18 or discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Administrative Agent or otherwise consented to by it in writing.

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                    (bb) The Administrative Agent shall have received (i) a certificate of each Credit Party, dated the Closing Date, substantially in the form of Exhibit A, with appropriate insertions and attachments, including the certificate of incorporation of each Credit Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Credit Party, and (ii) a long form good standing certificate for each Credit Party from its jurisdiction of organization.

                    (cc) (i) The Administrative Agent shall have received within 30 days of the Closing Date or such longer term not to exceed 60 days as agreed by the Administrative Agent in its sole discretion, a Mortgage with respect to all owned Real Estate listed on Schedule 8.1 (“Mortgaged Property”), executed and delivered by a duly authorized officer of each party thereto.

                    (ii) The Administrative Agent shall have received in respect of any Mortgaged Property within 30 days of the Closing Date or such longer term not to exceed 60 days as agreed by the Administrative Agent in its sole discretion, a mortgagee’s title insurance policy (or policies) in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all mortgage recording tax, and all related expenses, if any, have been paid.

                    (iii) If any improvements located on any Mortgaged Property are located in a “special flood hazard area”, the Administrative Agent shall have received within 90 days of the Closing Date (A) a policy of flood insurance with respect to such Mortgaged Property, if applicable, that (1) is written in an amount not less than the outstanding principal amount of the indebtedness secured by the applicable Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (2) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the US Borrowers have received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board.

                    The acceptance by any US Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the US Borrowers to the effect that all of the conditions precedent to the making of such US Revolving Loans or the issuance of such Letters of Credit have been satisfied or waived, with the same effect as delivery to the Administrative Agent and the US Lenders of a certificate signed by a Responsible Officer of the US Borrowers, dated the Closing Date, to such effect.

                    Execution and delivery to the Administrative Agent by a US Lender of a counterpart of this Agreement shall be deemed confirmation by such US Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender and (ii) all documents sent to such US Lender for approval consent (including any schedules hereto), or satisfaction were acceptable to such US Lender.

                    The failure to deliver any guarantee or Collateral required to be provided on the Closing Date shall not constitute a failure to satisfy a condition precedent to the obligations of the Lenders to make any Loans pursuant to this Agreement (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or the delivery of stock certificates and the security agreement giving rise to the security interest therein) so long as the Borrowers used commercially reasonable efforts to deliver such guarantee or Collateral prior to the Closing Date; provided that the Borrowers shall be required to deliver any guarantees or Collateral after the Closing Date pursuant to arrangements to be mutually agreed by the Agents and the Borrowers.

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          8.2 Conditions Precedent to Each Loan. The obligations of the US Lenders to make each Loan, including any US Revolving Loans on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit:

                    (a) The following statements shall be true, and the acceptance by a US Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Administrative Agent and the Lenders of a certificate signed by a Responsible Officer of the US Borrower Representative, dated the date of such extension of credit, stating that:

          (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date (which shall have been true and correct in all material respects as of such date) and except to the extent the Administrative Agent and the US Lenders have been notified in writing by the US Borrower Representative that any representation or warranty is not correct and the US Required Lenders have explicitly waived in writing compliance with such representation or warranty; and

          (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and

          (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect.

                    (b) No such US Borrowing shall exceed US Availability or cause the Aggregate Outstandings to exceed Total Excess Availability (with Total Excess Availability for this purpose only calculated as if Aggregate Outstandings, US Aggregate Outstandings and UK Aggregate Outstandings were equal to zero) and no payment of Revolving Loans then required under Section 3.1 shall not have been satisfied prior to the making of any such US Borrowing;

provided, however, that each of the foregoing conditions precedent are not conditions to each US Lender participating in or reimbursing the Administrative Agent for such US Lenders’ Pro Rata Share of any Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.2(h) or (i).

ARTICLE 9.
DEFAULT; REMEDIES

          9.1 Events of Default. It shall constitute an event of default (“Event of Default”) if any one or more of the following shall occur for any reason:

                    (a) any failure by any Borrower to pay the principal of any of its Loans when due, whether on demand or otherwise, or failure by any Borrower to pay any interest on any of its Loans or any fees due to any Agent or Lender pursuant to the Agreement or the Fee Letter under either Credit Agreement or under any other Loan Document when due, whether upon demand or otherwise, and if such amount is not paid by a charge to the Loan Account of the Applicable Borrowers, such failure (with respect to any Obligation described in this Section 9.1(a) other than the payment of principal) is not cured by the payment in full within two (2) Applicable Business Days from the due date;

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                    (b) any representation or warranty made or deemed made by any Credit Party in either Credit Agreement or in any of the other Loan Documents, any Financial Statement, or any certificate furnished by any Credit Party at any time to any Agent or any Lender shall prove to be untrue in any material respect as of the date on which made, deemed made, or furnished;

                    (c) (i) any default shall occur in the observance or performance of any of the covenants and agreements contained in Sections 5.2(k), 5.3(a), 7.2, 7.5, 7.8 through 7.15, inclusive, 7.17 through 7.19, inclusive and 7.21 through 7.36, inclusive, of the US Credit Agreement and the UK Credit Agreement, Section 11 of the Security Agreement or Section 5 of the UK Debenture, (ii) any default shall occur in the observance or performance of any of the covenants and agreements contained in Sections 5.2 (other than 5.2(k)) or 5.3 (other than 5.3(a)) of the US Credit Agreement or the UK Credit Agreement and such default shall continue for three (3) days or more; or (iii) any default shall occur in the observance or performance of any of the other covenants or agreements contained in any other Section of either Credit Agreement or any other Loan Document, or any other agreement entered into at any time to which any Credit Party and any Agent or any Lender are party (including in respect of any Bank Products) and such default shall continue for fifteen (15) days or more;

                    (d) any default shall occur with respect to any Debt (other than the Obligations) of any Credit Party or any of its Subsidiaries in an outstanding principal amount which exceeds the Dollar Equivalent of $7,500,000, or under any agreement or instrument under or pursuant to which any such Debt may have been issued, created, assumed, or guaranteed by any Credit Party or any of its Subsidiaries, and such default shall continue for more than the period of grace, if any, therein specified, if the effect thereof (with or without the giving of notice or further lapse of time or both) is to accelerate, or to permit the holders of any such Debt to accelerate, the maturity of any such Debt; or any such Debt shall be declared due and payable or be required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof;

                    (e) any Credit Party or any of its Subsidiaries shall (i) file a voluntary petition in bankruptcy or file a voluntary petition or application or an answer or otherwise commence any action or proceeding seeking reorganization, arrangement, consolidation, compromise or readjustment of its debts generally or seeking a stay which has the effect of staying any creditor or for any other relief under the federal Bankruptcy Code, or under any other bankruptcy, insolvency, liquidation, winding-up or similar, equivalent, or applicable act or law, state, federal, provincial or foreign, in any jurisdiction, now or hereafter existing, or consent to, approve of, or acquiesce in, any such petition, action or proceeding; (ii) apply for or acquiesce in the appointment of an interim receiver, a receiver, a receiver and manager, assignee, liquidator, sequestrator, custodian, monitor, administrator, trustee or similar officer for it or for all or any part of its property; (iii) make an assignment for the benefit of creditors; or (iv) be unable generally to pay its debts as they become due;

                    (f) an involuntary petition shall be filed or application made or an action or proceeding otherwise commenced seeking reorganization, arrangement, consolidation, compromise, or readjustment generally of the debts of any Credit Party or any of its Subsidiaries or for any other relief under the federal Bankruptcy Code, as amended, or under any other bankruptcy, insolvency, liquidation, winding-up or similar, equivalent, or applicable act or law, state, federal, provincial or foreign, in any jurisdiction, now or hereafter existing and such petition or proceeding shall not be dismissed within sixty (60) days after the filing or commencement thereof or an order of relief shall be entered with respect thereto;

                    (g) an interim receiver, administrator, administrative receiver, receiver, assignee, liquidator, sequestrator, custodian, monitor, trustee or similar officer for any Credit Party or any of its Subsidiaries or for all or any part of its property shall be appointed or a warrant of attachment, execution

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or similar process shall be issued in any jurisdiction against any part of the property of any Credit Party or any of their respective Subsidiaries;

                    (h) any Credit Party shall file a certificate of dissolution or like process under applicable state, federal, provincial or foreign, law or shall be liquidated, dissolved or wound-up or shall commence or have commenced against it any action or proceeding for dissolution, winding-up or liquidation, or shall take any corporate action in furtherance thereof except for the dissolution of any Non-Guarantor Subsidiary or as otherwise permitted by this Agreement;

                    (i) all or any material part of the property of any Credit Party or any of its Subsidiaries shall be nationalized, expropriated or condemned, seized or otherwise appropriated, or custody or control of such property or of any Credit Party or such Subsidiary shall be assumed by any Governmental Authority or any court of competent jurisdiction at the instance of any Governmental Authority, except where contested in good faith by proper proceedings diligently pursued where a stay of enforcement is in effect;

                    (j) any Loan Document shall be terminated, revoked or declared void or invalid or unenforceable by a court of competent jurisdiction or the enforceability thereof is challenged by any Credit Party or any of its Subsidiaries or any other obligor;

                    (k) one or more judgments, orders, decrees or arbitration awards is entered against any Credit Party or any of its respective Subsidiaries involving, in the aggregate, liability (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) as to any single or related or unrelated series of transactions, incidents or conditions, of the Dollar Equivalent of $7,500,000 or more, and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of thirty (30) days after the entry thereof;

                    (l) any loss, theft, damage or destruction of any item or items of Collateral or other property of any Credit Party or any of its Subsidiaries occurs which could reasonably be expected to cause a Material Adverse Effect and is not adequately covered by insurance;

                    (m) [Intentionally deleted];

                    (n) for any reason other than the failure of the Applicable Security Agent to take any action available to it to maintain perfection of the Applicable Agents’ Liens pursuant to the Loan Documents, any Loan Document ceases to be in full force and effect or any Lien with respect to any material portion of the Collateral intended to be secured thereby ceases to be, or is not, valid, perfected (subject to the qualifications set forth in Section 6.2) and prior to all other Liens (other than Permitted Liens) or is terminated, revoked or declared void by a court of competent jurisdiction;

                    (o) an ERISA Event shall occur with respect to a Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Credit Party under Title IV of ERISA to the Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Dollar Equivalent of $1,000,000; (ii) the aggregate amount of Unfunded Pension Liability among all Pension Plans at any time exceeds the Dollar Equivalent of $1,000,000; or (iii) any Borrower or any of its ERISA Affiliates shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Dollar Equivalent of $1,000,000;

                    (p) there occurs a Change in Control;

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                    (q) [Intentionally deleted];

                    (r) (i) any UK Credit Party is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; (ii) the value of the assets of any UK Credit Party is less than its liabilities (taking into account contingent and prospective liabilities); or (iii) a moratorium is declared in respect of any indebtedness of any UK Credit Party;

                    (s) any corporate action, legal proceedings, application, petition or other procedure or step is taken in relation to: (i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise and including, under or in connection with Chapter 11 of the United States Bankruptcy Code) of any UK Credit Party; (ii) a composition, assignment or arrangement with any creditor of any UK Credit Party; (iii) the appointment of a liquidator, receiver, examiner, administrator, administrative receiver, compulsory manager or other similar officer in respect of any UK Credit Party or any of its assets; or (iv) enforcement of any lien over any assets of any UK Credit Party, (v) or any analogous procedure or step is taken in any jurisdiction; or

                    (t) there exists any Event of Default under or in connection with the UK Credit Agreement.

          9.2 Remedies.

                    (a)      (i) Subject to clauses (ii) and (iii) below, if a Default or an Event of Default exists: (A) the Administrative Agent under the US Credit Agreement and the UK Agent under the UK Credit Agreement may, in their collective discretion, and shall, at the direction of the Required Lenders, without demand, but with written notice, on the Borrowers or any other Credit Party reduce the Maximum Amount; (B) the Administrative Agent, in its capacity as Administrative Agent under the US Credit Agreement, may, in its discretion, and shall, at the direction of the US Required Lenders (I) reduce the Maximum US Amount and/or the advance rates against Eligible Accounts and/or Eligible Rental Fleet Assets and/or Eligible Machinery and Equipment and/or Eligible Sales Inventory used in computing the US Borrowing Base or reduce one or more of the other elements used in computing the US Borrowing Base; (II) restrict the amount of or refuse to make US Revolving Loans to one or more of the US Borrowers; and (III) restrict or refuse to provide Letters of Credit or Credit Support to one or more of the US Borrowers; or (C) the UK Agent, in its capacity as UK Agent under the UK Credit Agreement, may, in its discretion, and shall, at the direction of the UK Required Lenders (I) reduce the Maximum UK Amount and/or the advance rates against Eligible Accounts and/or Eligible Rental Fleet Assets and/or Eligible Machinery and Equipment and/or Eligible Sales Inventory used in computing the UK Borrowing Base or reduce one or more of the other elements used in computing the UK Borrowing Base; (II) restrict the amount of or refuse to make UK Revolving Loans to one or more of the UK Borrowers; and (III) restrict or refuse to provide Letters of Credit or Credit Support to the UK Borrower.

          (ii) If an Event of Default exists, the Administrative Agent, in its capacity as Administrative Agent under the US Credit Agreement, may, in its discretion, and shall, at the direction of the US Required Lenders, do one or more of the following, in addition to the actions described in the preceding sentence, at any time or times and in any order, without demand, but with written notice, on the US Borrowers or any other Credit Party: (A) terminate the US Commitments with respect to the Total US Facility and the US Credit Agreement; (B) declare any or all US Obligations of the US Borrowers to be

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immediately due and payable; provided, however, that upon the occurrence of any Event of Default described in Sections 9.1(e), 9.1(f), 9.1(g) or 9.1(h) of the US Credit Agreement with respect to any US Borrower, the US Commitments shall automatically and immediately expire and all US Obligations shall automatically become immediately due and payable without notice or demand of any kind; (C) require the US Borrowers to cash collateralize all US Letter of Credit Obligations outstanding under the US Credit Agreement; and (D) pursue its other rights and remedies under the US Loan Documents and applicable law.

          (iii) If an Event of Default exists, the UK Agent, in its capacity as UK Agent under the UK Credit Agreement, may, in its discretion, and shall, at the direction of the UK Required Lenders, do one or more of the following, in addition to the actions described in the preceding sentence, at any time or times and in any order, without demand, but with written notice, on the UK Borrower or any other Credit Party: (A) terminate the UK Commitments with respect to the Total UK Facility, and Agreement; (B) declare any or all UK Obligations of the UK Borrower to be immediately due and payable; (C) require the UK Borrower to cash collateralize all Letter of Credit Obligations outstanding under the UK Credit Agreement; and (D) pursue its other rights and remedies under the UK Loan Documents and applicable law.

                    (b) If an Event of Default has occurred and is continuing and without prejudice to all or any rights it may otherwise have under the applicable laws of any jurisdiction or under the terms of any other Loan Document: (i) the Administrative Agent shall have for the benefit of the US Agents and the US Lenders, in addition to all other rights of the US Agents and the US Lenders, the rights and remedies of a secured party under the US Loan Documents, the UCC and the Companies Act; (ii) the Administrative Agent may, at any time, take possession of any or all of the US Collateral and keep it on the applicable US Credit Party’s premises, at no cost to the Administrative Agent, any US Agent or any US Lender, or remove any part of it to such other place or places as the Administrative Agent may desire; and (iii) the Administrative Agent may sell and deliver any US Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion, and may, if the Administrative Agent deems it reasonable, postpone or adjourn any sale of the US Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Without in any way requiring notice to be given in the following manner, the US Borrowers agree that any notice by the Administrative Agent of sale, disposition or other intended action hereunder or in connection herewith, whether required by the UCC, other applicable laws or otherwise, shall constitute reasonable notice to the US Borrowers if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least five US Business Days prior to such action to the US Borrowers’ address specified in or pursuant to Section 13.8 of the US Credit Agreement. If any US Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given against the US Obligations until the Administrative Agent or the US Lenders receive payment, and if the buyer defaults in payment, the Administrative Agent may resell the US Collateral without further notice to the Borrowers. In the event the Administrative Agent seeks to take possession of all or any portion of the US Collateral by judicial process, the US Borrowers irrevocably waive: (A) the posting of any bond, surety or security with respect thereto which might otherwise be required; (B) any demand for possession prior to the commencement of any suit or action to recover the Collateral; and (C) any requirement that the Administrative Agent retain possession and not dispose of any US Collateral until after trial or final judgment. The US Borrowers agree that the Administrative Agent has no obligation to preserve rights to the US Collateral or marshal any US Collateral for the benefit of any Person. The Administrative Agent is hereby granted a license or other right to use, effective upon the occurrence and during the continuation of an Event of Default, without charge, the US Borrowers’ labels, patents, copyrights, name, industrial

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designs, trade secrets, trade names, trademarks, and advertising matter, or any similar property, in completing production of, advertising or selling any US Collateral, and such US Borrowers’ rights under all licenses and all franchise agreements shall inure to the Administrative Agent’s benefit for such purpose; provided, however, that no such license shall be deemed granted to the extent it (i) violates the terms of any agreement between any US Borrower and any other Person or (ii) would result in the invalidity, unenforceability or abandonment of any Proprietary Rights. The proceeds of sale of the US Collateral of any US Obligor shall be applied first to all expenses of sale, including attorneys’ fees, and then to the Obligations of such US Obligor. The Administrative Agent will return any excess to the US Borrowers and the US Credit Parties shall remain liable for any deficiency.

                    (c) If an Event of Default occurs, the US Borrowers hereby waive all rights to notice and hearing prior to the exercise by the Administrative Agent of the Administrative Agent’s rights to repossess the Collateral without judicial process or to reply, attach or levy upon the US Collateral without notice or hearing..

ARTICLE 10.
TERM AND TERMINATION

          10.1 Term and Termination. The term of this Agreement shall end on the Stated Termination Date unless sooner terminated in accordance with the terms hereof. The Administrative Agent upon direction from the US Required Lenders may terminate the US Commitments under this Agreement by written notice to the US Borrower Representative upon the occurrence and during the continuance of an Event of Default. Upon the effective date of termination of this Agreement for any reason whatsoever, all US Obligations (including all unpaid principal, accrued and unpaid interest and any early termination or prepayment fees or penalties) shall become immediately due and payable and the Applicable Borrower shall immediately arrange for the cancellation and return of Letters of Credit then outstanding. Notwithstanding the termination of this Agreement, until all Obligations (other than indemnities and other contingent Obligations not then due and payable) are paid and performed in full in cash, each US Borrower shall remain bound by the terms of this Agreement and shall not be relieved of any of its Obligations hereunder or under any other Loan Document, and the Agents and the Lenders shall retain all their rights and remedies hereunder (including the Agents’ Liens in and all rights and remedies with respect to all then existing and after-arising Collateral).

ARTICLE 11.
AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS

          11.1 Amendments and Waivers.

                    (a) Except as set forth in Section 1.7(b) hereof, no amendment or waiver of any provision of this Agreement or any other Loan Document, including the UK Credit Agreement and the UK Loan Documents, and no consent with respect to any departure by the Credit Parties therefrom shall be effective unless the same shall be consented to in writing by the Required Lenders and executed by the Applicable Required Lenders (or by the Responsible Agent at the written request of the Applicable Required Lenders) and the Applicable Borrowers and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

                    (b) No amendment or waiver of any provision of this Agreement or any other Loan Document, including the UK Credit Agreement and the UK Loan Documents shall be effective unless the same shall be consented to in writing by 100% of the Lenders and executed by the Applicable Lenders (or by the Responsible Agent at the written request of the Applicable Lenders and the Applicable Borrowers), if such waiver, amendment or consent shall do any of the following:

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          (i) increase or extend the US Commitment or the UK Commitment (other than with respect to Section 1.7);

          (ii) postpone or delay any date fixed by this Agreement or any other Loan Document, for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document, including the UK Credit Agreement;

          (iii) reduce the principal of, or the rate of interest specified herein on any Loan, or any fees or other amounts payable hereunder or under any other Loan Document, including the UK Credit Agreement;

          (iv) change the percentage of the US Commitments, the UK Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Lenders or any of them to take any action hereunder or under any other Loan Document;

          (v) increase any of the percentages set forth in the definition of the US Borrowing Base or the UK Borrowing Base (other than as the result of delivery of new Appraisals);

          (vi) amend this Section 11.1 or any provision of this Agreement or the UK Credit Agreement providing for consent or other action by all Lenders;

          (vii) release any Guaranties other than as permitted by Section 12.10;

          (viii) change the definition of “Required Lenders,” “US Required Lenders,” “UK Required Lenders,” or “Pro Rata Share”;

          (ix) increase the Maximum Amount, the Maximum US Amount, the Maximum UK Amount (other than with respect to Section 1.7), the Letter of Credit Subfacility or the Multicurrency Letter of Credit Sublimit;

          (x) release any Collateral other than as permitted by Section 12.10 hereof and Section 12.10 of the UK Credit Agreement; or

          (xi) amend Section 3.7.

provided, however, that the Responsible Agent may, in its sole discretion and notwithstanding the limitations contained in clauses (v) and (ix) above and any other terms of this Agreement, make Agent Advances in accordance with Section 1.2(i) hereof or Section 1.2(i) of the UK Credit Agreement and, provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Responsible Agent, affect the rights or duties of the Responsible Agent under this Agreement or any other Loan Document; and provided further, that Schedule 1 hereto and Schedule 1 to the UK Credit Agreement may be amended from time to time by the Responsible Agent alone to reflect assignments of US Commitments and the UK Commitments or increases or decreases in US Commitments and UK Commitments in accordance herewith and the UK Credit Agreement.

                    (c) [Intentionally deleted].

                    (d) [Intentionally deleted].

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                    (e) [Intentionally deleted].

                    (f) [Intentionally deleted].

                    (g) If, in connection with any proposed amendment, waiver or consent (a “Proposed Change”) requiring the consent of all Lenders, the consent of Required Lenders is obtained, but the consent of other US Lenders is not obtained (any such Lender whose consent is not obtained as described in this clause and being referred to as a “Non-Consenting US Lender”), then, so long as the Administrative Agent is not a Non-Consenting US Lender, at the US Borrower Representative’s request, the Administrative Agent or an Eligible Assignee shall have the right (but not the obligation) with the Administrative Agent’s approval, to purchase from the Non-Consenting US Lenders, and the Non-Consenting US Lenders agree that they shall sell, all the Non-Consenting US Lenders’ US Commitments and UK Commitments and/or US Revolving Loans and UK Revolving Loans (including, for the avoidance of doubt, all of such Non-Consenting US Lender’s UK Commitments and UK Revolving Loans by way of a UK Transfer Agreement) for an amount equal to the principal balances of such Loans and all accrued interest and fees with respect thereto through the date of sale pursuant to Assignment and Acceptance(s), without premium or discount.

          11.2 Assignments; Participations.

                    (a) Any US Lender may, with the written consent of the US Borrowers and the Administrative Agent (which consent, in each case, shall not be unreasonably withheld, it being understood and agreed that US Borrowers shall be allowed to withhold consent if an intended assignment would result in increased costs claims pursuant to Article 4 of this Agreement), assign and delegate to one or more Eligible Assignees (provided that no such consent of the US Borrowers (it being understood and agreed that such assignment shall be with the written consent of the US Borrowers if an intended assignment would result in increased costs claims pursuant to Article 4 of this Agreement) or Administrative Agent shall be required in connection with any assignment and delegation by a US Lender to an Affiliate of such US Lender) (each an “Assignee”) all, or any ratable part of all, of the US Revolving Loans, the US Commitments and the other rights and obligations of such US Lender hereunder and under the other Loan Documents, in the case of US Commitments (together with the UK Commitment contemporaneously assigned by such US Lender or its Affiliate) in a minimum amount of the Dollar Equivalent of $1,000,000 unless (i) each of the US Borrowers and the Administrative Agent otherwise consent or (ii) the assignor US Lender’s rights and obligation with respect to all of its Revolving Loans (including its US Revolving Loans and UK Revolving Loans) and/or Aggregate Commitments (including its US Commitments and UK Commitments) shall be reduced to zero as a result; provided that, unless an assignor US Lender has assigned and delegated all of its rights and obligations with respect to all of its Revolving Loans (including its US Revolving Loans and UK Revolving Loans) and/or Aggregate Commitments (including its US Commitments and its UK Commitments), no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor US Lender retains an Aggregate Commitment (including its aggregate US Commitments, its aggregate UK Commitments, and the aggregate of any UK Commitments of any Affiliate of the US Lender) in a minimum amount of the Dollar Equivalent of $5,000,000; provided further that any such assignment shall effect an assignment of a ratable part of such US Lender’s Aggregate Commitments and other rights and obligations; and provided further that no consent of the US Borrowers shall be required if a Default or Event of Default under Article 9 has occurred and is continuing; provided, however, that the US Borrowers and the Administrative Agent may continue to deal solely and directly with such US Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the US Borrowers and the US Agent by such US Lender and the Assignee; (ii) such US Lender and its Assignee shall have delivered to the US

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Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) the assignor US Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500 and (iv) the Assignee shall have delivered any forms required pursuant to Section 12.10, and provided further that no such assignment shall be effective unless and until the assignor US Lender shall also have novated or cause to be novated a pro rata portion of its and its Affiliates’ interest in its UK Revolving Loans and/or UK Commitments under the UK Credit Facility pursuant to and in accordance with Section 11.2(a) of the UK Credit Facility and delivered to the UK Agent a UK Transfer Agreement with respect to such novation (provided that no such novation of UK Revolving Loans and/or UK Commitments shall be required in connection with transfer by a US Lender to its Affiliate). The US Borrowers agree to promptly, upon return to the US Borrower Representative of any promissory notes held by the assigning lender, execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Administrative Agent to evidence assignments of the US Revolving Loans, the UK Revolving Loans, the US Commitments and the UK Commitments in accordance herewith.

                    (b) From and after the date that the Administrative Agent notifies the assignor US Lender that it has received the executed Assignments and Acceptance and the UK Agent has received the executed UK Transfer Agreement required hereby and payment of the above-referenced processing fee, and (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation of a US Lender to participate in Letters of Credit and Credit Support, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a US Lender under the Loan Documents, and (ii) the assignor US Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Loan Documents (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning US Lender’s rights and obligations under this Agreement, such US Lender shall cease to be a party hereto).

                    (c) By executing and delivering an Assignment and Acceptance, the assigning US Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning US Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any US Borrower or any of its Subsidiaries to the Administrative Agent or any US Lender in the Collateral; (ii) such assigning US Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or any of its Subsidiaries or the performance or observance by any Credit Party or any of its Subsidiaries of any of their respective obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Administrative Agent, such assigning US Lender or any other US Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers, including the discretionary rights and incidental power, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will

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perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a US Lender.

                    (d) Immediately upon satisfaction of the requirements of Section 11.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the US Commitments arising therefrom. The US Commitment, if any, allocated to each Assignee shall reduce such US Commitments of the assigning US Lender pro tanto.

                    (e) Any US Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of the Borrowers (a “Participant”) participating interests in any US Revolving Loans, the US Commitment of that Lender and the other interests of that Lender (the “originating US Lender”) hereunder and under the other US Loan Documents; provided, however, that (i) the originating US Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating US Lender shall remain solely responsible for the performance of such obligations, (iii) the US Borrowers and the US Agents shall continue to deal solely and directly with the originating US Lender in connection with the originating US Lender’s rights and obligations under this Agreement and the other US Loan Documents, and (iv) no US Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other US Loan Document except the matters set forth in Section 11.1(b)(i), (ii) and (iii), and all amounts payable by the US Borrowers hereunder shall be determined as if such US Lender had not sold such participation; provided further that no such sale of a participating interest shall be effective unless and until the originating US Lender shall also have sold or cause to be sold a pro rata participating portion of its interest in its and its Affiliates’ UK Revolving Loans and/or UK Commitments under the UK Credit Facility pursuant to and in accordance with Section 11.2(e) of the UK Credit Facility. Notwithstanding the foregoing, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a US Lender under this Agreement.

                    (f) Notwithstanding any other provision in this Agreement, any US Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

                    (g) Notwithstanding any other provision in this Agreement, and except to the extent such security interest or pledge would result in increased costs claims pursuant to Article 4 of this Agreement, any US Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement to its trustee or to a collateral agent or to another creditor providing credit or credit support to such US Lender in support of its obligations to such trustee, such collateral agent or a holder of, or any other representative of a holder of, such obligations, or such other creditor, as the case may be; provided, that no such pledge shall release the transferor US Lender from any of its obligations hereunder.

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ARTICLE 12.
THE AGENTS

          12.1 Appointment and Authorization. Each US Lender hereby designates and appoints the Administrative Agent under this Agreement and the other Loan Documents and each US Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such on the express conditions contained in this Article 12. The provisions of this Article 12 are solely for the benefit of the Administrative Agent and the US Lenders and the Credit Parties shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the US Agents shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the US Agents have or be deemed to have any fiduciary relationship with any US Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the US Agents. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any US Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each US Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which an Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the US Borrowing Base, (b) the making of Agent Advances pursuant to Section 1.2(i), and (c) the exercise of remedies pursuant to Section 9.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

          12.2 Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No US Agent shall be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

          12.3 Liability of Agent. None of the Agent-Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by any US Borrower or any Subsidiary or Affiliate of any US Borrower, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by any US Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any US Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any US Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of such US Borrower or any of the US Borrowers’ Subsidiaries or Affiliates.

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          12.4 Reliance by Each Agent. Each US Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by such US Agent. Each US Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each US Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or all Lenders if so required by Section 11.1) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the US Lenders.

          12.5 Notice of Default. No US Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless such US Agent shall have received written notice from a Lender or the US Borrower Representative referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” Each US Agent will notify the US Lenders of its receipt of any such notice. Each US Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required US Lenders; provided, however, that unless and until such US Agent has received any such request, such US Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

          12.6 Credit Decision. Each US Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by any US Agent hereinafter taken, including any review of the affairs of the US Borrowers and their Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any US Lender. Each US Lender represents to each US Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the US Borrowers and their Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the US Borrowers. Each US Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the US Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to the US Lenders by a US Agent, such US Agent shall not have any duty or responsibility to provide any US Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Credit Parties or any of their Subsidiaries which may be or come into the possession of any of the Agent-Related Persons.

          12.7 Indemnification. Whether or not the transactions contemplated hereby are consummated, the US Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the US Borrowers and without limiting the obligation of the Borrowers to do so), in accordance with their Pro Rata Shares, from and against any and all Indemnified Liabilities as such term is defined in Section 13.11 and any liabilities, obligations, losses, damages, penalties, actions, judgments,

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suits, costs, charges, expenses and disbursements (including Attorney Costs) related to or resulting from any claim or the assertion of any defense based on equitable subordination; provided, however, that no US Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct. Without limitation of the foregoing, each US Lender shall reimburse each US Agent upon demand for its Pro Rata Share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by such US Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent such the US Agent is not reimbursed for such expenses by or on behalf of the US Borrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of any US Agent.

          12.8 Agent in Individual Capacity. The US Agent and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Borrowers and their Subsidiaries and Affiliates as though the US Agent were not an agent hereunder and without notice to or consent of the US Lenders. The US Agent or its Affiliates may receive information regarding the Borrowers, their Affiliates and Account Debtors (including information that may be subject to confidentiality obligations in favor of the Borrowers or their Affiliates) and each US Lender acknowledges that US Agent shall be under no obligation to provide such information to them. With respect to its US Revolving Loans, the US Agent shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” include the US Agent in its individual capacity.

          12.9 Successor Agent. Each US Agent may resign as US Agent upon at least 30 days’ prior notice to the Lenders and the Applicable Borrower Representative, such resignation to be effective upon the acceptance of a successor agent to its appointment as the appropriate Agent; provided that, prior to the occurrence and continuation of a Default or Event of Default, the Administrative Agent shall not resign unless the UK Agent shall also resign under the UK Credit Agreement. In the event the Administrative Agent sells all of its Aggregate Commitment and Loans as part of a sale, transfer or other disposition by the Administrative Agent of substantially all of its loan portfolio containing this Agreement, the Administrative Agent shall resign as Agent and such purchaser or transferee shall become the successor Administrative Agent, in each respective capacity, hereunder. Subject to the foregoing, if any US Agent resigns under this Agreement, the Required Lenders shall appoint from among the US Lenders a successor agent in such capacity for the US Lenders. If no successor agent is appointed prior to the effective date of the resignation of an US Agent, such US Agent may appoint, after consulting with the US Lenders and the Borrower, a successor agent in such capacity from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the relevant retiring US Agent and the term “Administrative Agent”, “UK Agent” or “UK Security Trustee”, as applicable, shall mean such successor agent and the retiring US Agent’s appointment, powers and duties as such a US Agent shall be terminated. After any retiring US Agent’s resignation hereunder as a US Agent, the provisions of this Article 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was US Agent under this Agreement.

          12.10 Collateral Matters and Release of Guaranties.

                    (a) The US Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Agents’ Liens upon any US Collateral (i) upon the termination of the US Commitments and payment and satisfaction in full by the US Borrowers of all US

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Revolving Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit or the provision of cash collateral pursuant to Section 1.4(g) hereof and Section 1.4(g) of the UK Credit Agreement (whether or not any of such obligations are due) and all other Obligations (other than indemnities and other contingent obligations not then due and payable); (ii) constituting property being sold or disposed of if the US Borrower Representative certifies to the Administrative Agent that the sale or disposition is made in compliance with Section 7.9 (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which the Credit Parties owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to a Credit Party under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Administrative Agent will not release any of the Applicable Agents’ Liens without the prior written authorization of the Lenders; provided that the Administrative Agent may, in its discretion, release the Agents’ Liens on Collateral valued in the aggregate (including all UK Collateral so released under the UK Credit Agreement) not in excess of the Dollar Equivalent of $2,000,000 in the aggregate for all Borrowers during each Fiscal Year without the prior written authorization of any Lenders and the Administrative Agent may release the Applicable Agents’ Liens on Collateral valued in the aggregate (including all UK Collateral so released under the UK Credit Agreement) not in excess of the Dollar Equivalent of an additional $4,000,000 in the aggregate for all Borrowers during each Fiscal Year with the prior written authorization of Required Lenders. Upon request by the Administrative Agent or the US Borrower Representative at any time, the US Lenders will confirm in writing the Administrative Agent’s authority to release any Agents’ Liens upon particular types or items of Collateral pursuant to this Section 12.11.

                    (b) Upon receipt by the Applicable Security Agent of any authorization required pursuant to Section 12.11 of the US Agent’s authority to release Agents’ Liens upon particular types or items of US Collateral, and upon at least five (5) Applicable Business Days prior written request by the US Borrower Representative, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agents’ Liens upon such Collateral; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral to the extent set forth in the Loan Documents.

                    (c) The Administrative Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the applicable Credit Party or is cared for, protected or insured or has been encumbered, or that the Administrative Agents’ Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion given the Administrative Agent’s own interest in the Collateral in its capacity as one of the US Lenders and that the Administrative Agent shall have no other duty or liability whatsoever to any US Lender as to any of the foregoing.

                    (d) The Lenders hereby irrevocably authorize the Administrative Agent and the UK Agent, at their option and in their sole discretion, to release any Subsidiary Guaranty: (i) upon the

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termination of the US Commitments and payment and satisfaction in full by the US Borrowers of all US Revolving Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit or the provision of cash collateral pursuant to Section 1.4(g) hereof and Section 1.4(g) of the UK Credit Agreement (whether or not any of such obligations are due) and all other Obligations (other than indemnities and other contingent Obligations not then due and payable); (ii) granted by any Subsidiary Guarantor which is being sold or disposed of if the US Borrower Representative certifies to the Administrative Agent that the sale or disposition is made in compliance with Section 7.9 (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). Except as provided above, the Administrative Agent will not release any of the Subsidiary Guaranties granted by any Subsidiary Guarantor without the prior written authorization of the Lenders; provided that the Administrative Agent may, in its discretion, release the Subsidiary Guaranties of any Subsidiary Guarantor if such Subsidiary Guarantor shall own assets with a fair market value of less than $250,000. Upon request by the Administrative Agent or the US Borrower Representative at any time, the US Lenders will confirm in writing the Administrative Agent’s authority to release any Subsidiary Guaranties pursuant to this Section 12.11.

          12.11 Restrictions on Actions by Lenders; Sharing of Payments.

                    (a) Each of the US Lenders agrees that it shall not, without the express consent of all US Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of all US Lenders, set off against the Obligations, any amounts owing by such US Lender to any US Credit Party or any accounts of a US Credit Party now or hereafter maintained with such US Lender. Each of the US Lenders further agrees that it shall not, unless specifically requested to do so by the Administrative Agent, take or cause to be taken any action to enforce its rights under this Agreement or against a US Credit Party, including the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the US Collateral.

                    (b) If at any time or times any US Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of US Collateral or any payments with respect to the Obligations of any US Obligor to such US Lender arising under, or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such US Lender from the Applicable Security Agent pursuant to the terms of this Agreement, or (ii) payments from the Applicable Security Agent in excess of such US Lender’s ratable portion of all or such portion of any distributions due such US Lender upon application of the order of payments set forth under Section 3.7 hereof by the Applicable Security Agent, such US Lender shall promptly turn the same over to the Applicable Security Agent, in kind, and with such endorsements as may be required to negotiate the same to the Applicable Security Agent, or in same day funds, as applicable, for the account of all of the US Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement.

          12.12 Agency for Perfection. Each Lender hereby appoints each other US Lender, the Administrative Agent and the Applicable Security Agent as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC or other applicable law can be perfected only by possession. Should any US Lender (other than the Administrative Agent) obtain possession of any such US Collateral, such US Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such US Collateral to the Administrative Agent or in accordance with the Administrative Agent’s instructions.

          12.13 Payments by Responsible Agent to Applicable Lenders. All payments to be made by any US Agent to the US Lenders shall be made by bank wire transfer or internal transfer of immediately available funds to each US Lender pursuant to wire transfer instructions delivered in writing to the Administrative Agent on or prior to the Closing Date (or if such US Lender is an Assignee, on the

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applicable Assignment and Acceptance), or pursuant to such other wire transfer instructions as each party may designate for itself by written notice to the Administrative Agent. Payments shall be made in Dollars. Concurrently with each such payment, the Administrative Agent shall identify whether such payment (or any portion thereof) represents principal, premium or interest on the US Revolving Loans, or otherwise. Unless the Administrative Agent receives notice from the US Borrower Representative prior to the date on which any payment is due to the US Lenders that the US Borrowers will not make such payment in full as and when required, the Administrative Agent may assume that the US Borrowers have made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each US Lender on such due date an amount equal to the amount then due to such US Lender. If and to the extent the US Borrowers have not made such payment in full to the US Agent, each US Lender shall repay to the Administrative Agent on demand such amount distributed to such US Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such US Lender until the date repaid.

          12.14 Settlement.

                    (a)     (i) Each US Lender’s funded portion of the US Revolving Loans is intended by the US Lenders to be equal at all times to such US Lender’s Pro Rata Share of the outstanding US Revolving Loans. Notwithstanding such agreement, each US Agent and the other US Lenders agree (which agreement shall not be for the benefit of or enforceable by the US Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions:

                              (ii) The Administrative Agent shall request settlement (“Settlement”) with the US Lenders on at least a weekly basis, or on a more frequent basis at Administrative Agent’s election, (A) for itself, with respect to each outstanding Non-Ratable Loan made under this Agreement, (B) for itself, with respect to each Agent Advance made under this Agreement, and (C) with respect to collections received, in each case, by notifying the US Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 10:00 a.m. (New York time) on the date of such requested Settlement (the “Settlement Date”). Each US Lender (other than the Administrative Agent in the case of Agent Advances and Non-Ratable Loans) shall transfer the amount of such US Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to each Settlement to the Administrative Agent, to Administrative Agent’s account in Dollars not later than 2:00 p.m. (New York time) on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Administrative Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing the Administrative Agent’s Pro Rata Share thereof, shall constitute US Revolving Loans of such US Lenders. If any such amount is not transferred to the Administrative Agent by any US Lender on the Settlement Date applicable thereto, the Administrative Agent shall be entitled to recover such amount on demand from such US Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the US Revolving Loans (A) on behalf of the Administrative Agent, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance.

                              (iii) Notwithstanding the foregoing, not more than one (1) US Business Day after demand is made by the Administrative Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Administrative Agent has requested a Settlement with

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respect to a Non-Ratable Loan or Agent Advance), each other US Lender (A) shall irrevocably and unconditionally purchase and receive from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such US Lender’s Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by the Administrative Agent, shall pay to the Administrative Agent, as the purchase price of such participation an amount equal to one-hundred percent (100%), in Dollars of such US Lender’s Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the Administrative Agent by any US Lender, the Administrative Agent shall be entitled to recover such amount on demand from such US Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to US Base Rate Revolving Loans.

                              (iv) From and after the date, if any, on which any US Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (iii) above, the Administrative Agent shall promptly distribute to such US Lender, such US Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of US Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance.

                              (v) Between Settlement Dates, the Administrative Agent, to the extent no Agent Advances are outstanding, may apply any payments received by the Administrative Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the US Revolving Loans, to the Administrative Agent’s US Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Administrative Agent’s US Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Administrative Agent shall pay the US Lenders, on account of such US Lenders’ outstanding Revolving Loans, an amount such that each US Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the US Revolving Loans to the US Borrowers. During the period between Settlement Dates, the Administrative Agent with respect to Agent Advances and Non-Ratable Loans, and each US Lender with respect to the US Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Administrative Agent and the other US Lenders.

                              (vi) Unless the Administrative Agent has received written notice from a US Lender to the contrary, the Administrative Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and following the requested US Borrowing, US Aggregate Outstandings will not exceed US Availability (with US Availability for such purpose calculated as if US Aggregate Outstandings, and UK Aggregate Outstandings were equal to zero) and Aggregate Outstandings will not exceed Total Excess Availability (with Total Excess Availability for this purpose calculated as if Aggregate Outstandings, US Aggregate Outstandings, and UK Aggregate Outstandings were equal to zero) on any Funding Date for a US Revolving Loan or Non-Ratable Loan.

                    (b) Lenders’ Failure to Perform. All US Revolving Loans (other than Non-Ratable Loans and Agent Advances) shall be made by the US Lenders simultaneously and in accordance with their Pro Rata Shares. It is understood that (i) no US Lender shall be responsible for any failure by any other US Lender to perform its obligation to make any US Revolving Loans hereunder, nor shall any US Commitment of any US Lender be increased or decreased as a result of any failure by any other US Lender to perform its obligation to make any US Revolving Loans hereunder, (ii) no failure by any US Lender to perform its obligation to make any US Revolving Loans hereunder shall excuse any other

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Lender from its obligation to make any US Revolving Loans hereunder, and (iii) the obligations of each US Lender hereunder shall be several, not joint and several.

                    (c) Defaulting Lenders. Unless the Administrative Agent receives notice from an US Lender on or prior to the Closing Date or, with respect to any US Borrowing after the Closing Date, at least one US Business Day prior to the date of such US Borrowing, that such US Lender will not make available as and when required hereunder to the Administrative Agent that US Lender’s Pro Rata Share of a US Borrowing, the Administrative Agent may assume that each US Lender has made such amount available to the Administrative Agent in immediately available funds on the Funding Date. Furthermore, the Administrative Agent may, in reliance upon such assumption, make available to the US Borrowers on such date a corresponding amount. If any US Lender has not transferred its full Pro Rata Share of a US Borrowing to the Administrative Agent in immediately available funds and the Administrative Agent has transferred a corresponding amount to the US Borrowers on the US Business Day following such Funding Date that US Lender shall make such amount available to the Administrative Agent, together with interest at the Federal Funds Rate for that day. A notice by the Administrative Agent submitted to any US Lender with respect to amounts owing shall be conclusive, absent manifest error. If each US Lender’s full Pro Rata Share of a US Borrowing is transferred to the Administrative Agent as required, the amount transferred to the Administrative Agent shall constitute that US Lender’s US Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Administrative Agent on the US Business Day following the Funding Date, the Administrative Agent will notify the US Borrower Representative of such failure to fund and, upon demand by the Administrative Agent, the US Borrowers shall pay such amount to the Administrative Agent for the Administrative Agent’s account, together with interest thereon for each day elapsed since the date of such US Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the US Revolving Loans comprising that particular US Borrowing. The failure of any US Lender to make any US Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other US Lender of its obligation hereunder to make a US Revolving Loan on that Funding Date. No US Lender shall be responsible for any other US Lender’s failure to advance such other US Lenders’ Pro Rata Share of any US Borrowing.

                    (d) Retention of Defaulting Lender’s Payments. The US Agent shall not be obligated to transfer to a Defaulting Lender any payments made by a US Borrower to the Administrative Agent for the Defaulting Lender’s benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by the Administrative Agent. In its discretion, the Agent may loan the US Borrowers the amount of all such payments received or retained by it for the account of such Defaulting Lender. Any amounts so loaned to the US Borrowers shall bear interest at the rate applicable to US Base Rate Revolving Loans and for all other purposes of this Agreement shall be treated as if they were US Revolving Loans, provided, however, that for purposes of voting or consenting to matters with respect to the Loan Documents and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a “Lender”. Until a Defaulting Lender cures its failure to fund its Pro Rata Share of any Borrowing (A) such Defaulting Lender shall not be entitled to any portion of the Unused Line Fee and (B) the Unused Line Fee shall accrue in favor of the US Lenders which have funded their respective Pro Rata Shares of such requested US Borrowing and shall be allocated among such performing US Lenders ratably based upon their relative US Commitments. This Section shall remain effective with respect to such US Lender until such time as the Defaulting Lender shall no longer be in default of any of its obligations under this Agreement. The terms of this Section shall not be construed to increase or otherwise affect the US Commitment of any US Lender, or relieve or excuse the performance by the US Borrowers of their duties and obligations hereunder.

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                    (e) Removal of Defaulting Lender. At the US Borrower Representative’s request, the Administrative Agent or an Eligible Assignee reasonably acceptable to the Administrative Agent shall have the right (but not the obligation) to purchase from any Defaulting Lender, and each Defaulting Lender shall, upon such request, sell and assign to the Administrative Agent or such Eligible Assignee, all of the Defaulting Lender’s outstanding US Commitments and Loans hereunder. Such sale shall be consummated promptly after Administrative Agent has arranged for a purchase by Administrative Agent or an Eligible Assignee pursuant to an Assignment and Acceptance, and at a price equal to the outstanding principal balance of the Defaulting Lender’s US Revolving Loans, plus accrued interest and fees, without premium or discount.

          12.15 Letters of Credit; Intra-Lender Issues.

                    (a) Notice of Letter of Credit Balance. On each Settlement Date the Administrative Agent shall notify each US Lender of the issuance of all Letters of Credit since the prior Settlement Date.

                    (b) Participations in Letters of Credit.

                              (i) Purchase of Participations. Immediately upon issuance of any Letter of Credit in accordance with Section 1.4(d), each US Lender shall be deemed to have irrevocably and unconditionally purchased and received without recourse or warranty, an undivided interest and participation equal to such US Lender’s Pro Rata Share of the face amount of such Letter of Credit or the Credit Support provided through the Administrative Agent to the Letter of Credit Issuer, if not a Lender, in connection with the issuance of such Letter of Credit (including all obligations of the US Borrowers with respect thereto, and any security therefor or guaranty pertaining thereto).

                               (ii) Sharing of Reimbursement Obligation Payments. Whenever the Administrative Agent receives a payment from a US Borrower on account of reimbursement obligations in respect of a Letter of Credit or Credit Support as to which the Administrative Agent has previously received for the account of the Letter of Credit Issuer thereof payment from a US Lender, the Administrative Agent shall promptly pay to such US Lender such US Lender’s Pro Rata Share of such payment from the US Borrowers. Each such payment shall be made by the Administrative Agent on the next Settlement Date.

                               (iii) Documentation. Upon the request of any US Lender, the Administrative Agent shall furnish to such US Lender copies of any Letter of Credit, Credit Support for any Letter of Credit, reimbursement agreements executed in connection therewith, applications for any Letter of Credit, and such other documentation as may reasonably be requested by such Lender.

                               (iv) Obligations Irrevocable. The obligations of each US Lender to make payments to the Administrative Agent with respect to any Letter of Credit or with respect to their participation therein or with respect to any Credit Support for any Letter of Credit or with respect to the US Revolving Loans made as a result of a drawing under a Letter of Credit and the obligations of the US Borrowers for whose account the Letter of Credit or Credit Support was issued to make payments to the Administrative Agent, for the account of the US Lenders, shall be irrevocable and shall not be subject to any qualification or exception whatsoever, including any of the following circumstances:

                              (1) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;

                              (2) the existence of any claim, setoff, defense or other right which any US Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any

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Letter of Credit (or any Person for whom any such transferee may be acting), any US Lender, the Administrative Agent, the issuer of such Letter of Credit, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the US Borrowers or any other Person and the beneficiary named in any Letter of Credit);

                              (3) any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

                              (4) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;

                              (5) the occurrence of any Default or Event of Default; or

                              (6) the failure of the US Borrowers to satisfy the applicable conditions precedent set forth in Article 8.

                    (c) Recovery or Avoidance of Payments; Refund of Payments In Error. In the event any payment by or on behalf of any US Borrower received by the Administrative Agent with respect to any Letter of Credit or Credit Support provided for any Letter of Credit and distributed by the Administrative Agent to the US Lenders on account of their respective participations therein is thereafter set aside, avoided or recovered from the Administrative Agent in connection with any receivership, liquidation or bankruptcy proceeding, the US Lenders shall, upon demand by the Administrative Agent, pay to the Administrative Agent their respective Pro Rata Shares of such amount set aside, avoided or recovered, together with interest at the rate required to be paid by the Administrative Agent upon the amount required to be repaid by it. Unless the Administrative Agent receives notice from the US Borrower Representative prior to the date on which any payment is due to the US Lenders that the US Borrowers will not make such payment in full as and when required, the Administrative Agent may assume that the US Borrower has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each US Lender on such due date an amount equal to the amount then due such US Lender. If and to the extent the US Borrowers have not made such payment in full to the Responsible Agent, each US Lender shall repay to the Administrative Agent on demand such amount distributed to such US Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such US Lender until the date repaid.

                    (d) Indemnification by US Lenders. To the extent not reimbursed by the US Borrowers and without limiting the obligations of any US Borrower hereunder, the US Lenders agree to indemnify each applicable Letter of Credit Issuer ratably in accordance with their respective Pro Rata Shares, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by the Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no US Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each US Lender agrees to reimburse the Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by the US Borrowers to the Letter of Credit Issuer, to the extent that the Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by the US Borrowers. The agreement contained in this Section shall survive payment in full of all other Obligations.

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                    (e) Currency Conversion and Contingent Funding Agreement. In the event a Letter of Credit denominated in any of Pounds Sterling, Canadian Dollars or Euro is drawn and the US Borrowers do not reimburse the Letter of Credit Issuer pursuant to Section 1.4(e) on the date required thereunder (the “Required Date”), the reimbursement obligation in respect thereof shall be immediately converted into Dollars on the basis of the Spot Rate for the purchase of Dollars with such other currency on the Required Date. A request by the US Borrowers to the Administrative Agent for a Borrowing of US Base Revolving Loans in the amount of such converted amount shall be deemed to have been given with a Funding Date as the Required Date. The Administrative Agent is authorized to charge the US Borrowers’ Loan Account for the amount of such converted amount in accordance with Section 3.6.

          12.16 Concerning the Collateral and the Related Loan Documents. The Administrative Agent and each US Lender authorizes and directs the Administrative Agent to enter into the other US Loan Documents, for the ratable benefit and obligation of the US Agents and the US Lenders. The US Agents and each US Lender agree that any action taken by any US Agent or the Required Lenders, in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by any US Agent or the Required Lenders, as applicable, of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the US Lenders. The US Lenders acknowledge that the US Revolving Loans, Agent Advances, Non-Ratable Loans, US Bank Products and all interest, fees and expenses hereunder constitute one Debt, secured pari passu by all of the US Collateral.

          12.17 Field Audit and Examination Reports; Disclaimer by Lenders. By signing this Agreement, each US Lender:

                    (a) is deemed to have requested that the Administrative Agent furnish such US Lender, promptly after it becomes available, a copy of each field audit, examination report or asset appraisal (each a “Report” and collectively, “Reports”) prepared by or on behalf of the Administrative Agent;

                    (b) expressly agrees and acknowledges that no Agent (i) makes any representation or warranty as to the accuracy of any Report, or (ii) shall be liable for any information contained in any Report;

                    (c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that any US Agent or other party performing any audit or examination will inspect only specific information regarding the Credit Parties and will rely significantly upon the Credit Parties’ books and records, as well as on representations of the Credit Parties’ personnel;

                    (d) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in any other manner; and

                    (e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold each US Agent and any such other US Lender preparing a Report harmless from any action the indemnifying US Lender may take or conclusion the indemnifying US Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying US Lender has made or may make to any US Borrower, or the indemnifying US Lender’s participation in, or the indemnifying US Lender’s purchase of, a loan or loans of the US Borrower; and (ii) to pay and protect, and indemnify, defend and hold each US Agent and any such other US Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses and other amounts (including Attorney Costs) incurred by any US Agent and any such

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other US Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying US Lender.

          12.18 Relation Among Lenders. The US Lenders are not partners or co-venturers, and no US Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of any US Agent) authorized to act for, any other US Lender.

          12.19 Administrative Agent as Security Agent. Notwithstanding any other provision of this Agreement, the US Lenders and the Administrative Agent have also appointed the Administrative Agent as security agent under and pursuant to the US Security Documents. Each of the US Lenders acknowledges that pursuant to the US Security Documents, the US Lenders and the Administrative Agent have irrevocably authorized the Administrative Agent to execute and deliver the US Security Documents on each of their respective behalf (thereby, among other things, designating and appointing the Administrative Agent as their security agent in accordance with the terms thereof and authorizing the Administrative Agent to execute and deliver the US Security Documents and to take such action or to refrain from taking such action on their behalf (and otherwise exercising its powers) in accordance with the terms thereof).

          12.20 Protection of Administrative Agent as Security Agent. The benefits conferred on the Agents pursuant to this Article 12 regarding rights to indemnification and the exercise of rights, powers, authorizations, discretions, duties and responsibilities pursuant to this Agreement and any other Loan Document shall also be conferred, where appropriate, on the Administrative Agent in its capacity as security agent under or in respect of any of the US Security Documents and references to US Agent, as well as references to all or any US Agents, in this Article 12 shall be read and construed as references to the Administrative Agent in its capacity as Administrative Agent hereunder and security agent under such US Security Documents accordingly. The Administrative Agent, in its capacity as security agent under the US Security Documents, shall have all the powers of an absolute owner of the security constituted by the US Security Documents and all the rights and powers granted to it by the US Security Documents.

          12.21 Co-Agents. (a) None of the US Lenders identified on the facing page, the preamble or the signature pages to this Agreement as “Documentation Agents”, if any, shall have any right (except as expressly set forth in this Agreement), power, obligation, liability, responsibility or duty under this Agreement or any other Loan Document other than those applicable to all US Lenders as such. Without limiting the foregoing, none of the US Lenders identified as “Documentation Agents”, if any, shall have or be deemed to have any fiduciary relationship with any US Lender. Each US Lender acknowledges that it has not relied, and will not rely, on any of the US Lenders so identified in deciding to enter into this Agreement or in taking any action hereunder or under any Loan Document.

                    (b) Upon consultation with each of the US Borrowers and the UK Borrower and for a period of thirty (30) days from the Closing Date in connection with the general syndication of the Facilities, the Administrative Agent shall have the right to appoint and grant titles to additional “Agents” and “Co-Agents” (other than, for the avoidance of doubt, any Administrative Agent, Collateral Agents, Security Agents or other agents with similar responsibilities or functions), which such additional Agents or Co-Agents shall become a party hereto pursuant to appropriate documentation (including by way of any Assignment and Acceptance Agreement or UK Transfer Agreement executed by such Agent or Co-Agents (or any affiliate thereof) in its capacity as a Lender hereunder. Following such appointment, the provisions set forth in the first two sentences of this Section 12.21 shall apply to such Agent or Co-Agent as if such Agent or Co-Agent were a “Documentation Agents” as referred to in this Section 12.21.

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ARTICLE 13.
MISCELLANEOUS

          13.1 No Waivers; Cumulative Remedies. No failure by any US Agent or any US Lender to exercise any right, remedy, or option under this Agreement or any present or future supplement thereto, or in any other agreement between or among any US Borrower or any other US Obligor and any US Agent and/or any US Lender, or delay by any US Agent, or any US Lender in exercising the same, will operate as a waiver thereof. No waiver by any US Agent or any US Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by any US Agent or the US Lenders on any occasion shall affect or diminish such US Agent’s and each US Lender’s rights thereafter to require strict performance by the US Borrowers and the other Credit Parties of any provision of this Agreement and the other Loan Documents. The US Agents and the US Lenders may proceed directly to collect the US Obligations without any prior recourse to the US Collateral. The US Agents’ and each US Lender’s rights under this Agreement will be cumulative and not exclusive of any other right or remedy which any US Agent or any US Lender may have.

          13.2 Severability. The illegality or unenforceability of any provision of this Agreement or any Loan Document or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

          13.3 Governing Law; Choice of Forum; Service of Process.

                    (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                    (b) EACH OF THE PARENT GUARANTOR AND THE US BORROWERS HEREBY IRREVOCABLY AND UNCONDITIONALLY:

          (i) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

          (ii) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

          (iii) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO HOLDINGS OR THE BORROWER, AS THE CASE MAY BE AT ITS

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ADDRESS SET FORTH IN SECTION 13.8 OR AT SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT THERETO;

          (iv) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION; AND

          (v) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN THIS SECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

          13.4 WAIVER OF JURY TRIAL. PARENT GUARANTOR, EACH US BORROWER, THE US LENDERS AND THE US AGENTS EACH IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE US BORROWERS, THE US LENDERS, AND THE US AGENTS EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

          13.5 Survival of Representations and Warranties. All of the US Borrowers’ and the other Credit Parties’ representations and warranties contained in this Agreement and the other Loan Documents shall survive the execution, delivery, and acceptance thereof by the parties, notwithstanding any investigation by the US Agents or the US Lenders or their respective agents.

          13.6 Other Security and Guaranties. The Administrative Agent, may, without notice or demand and without affecting the US Borrowers’ obligations hereunder, from time to time: (a) take from any Person and hold collateral (other than the US Collateral) for the payment of all or any part of the US Obligations and exchange, enforce or release such collateral or any part thereof; and (b) accept and hold any endorsement or guaranty of payment of all or any part of the US Obligations of any US Obligor and release or substitute any such endorser or guarantor, or any Person who has given any Lien in any other collateral as security for the payment of all or any part of the US Obligations of any US Obligor, or any other Person in any way obligated to pay all or any part of the US Obligations of any US Obligor.

          13.7 Fees and Expenses. Each US Borrower agrees to pay to the Administrative Agent for their respective benefit, on demand, all reasonable costs and expenses that each US Agent pays or incurs in connection with the negotiation, preparation, syndication, consummation, administration, (but

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excluding any costs and expenses associated with assignments of Loans (other than in connection with the primary syndication of the Commitments) or participations), enforcement, and termination of this Agreement or any of the other Loan Documents, including: (a) Attorney Costs; (b) costs and expenses (including attorneys’ and paralegals’ reasonable and documented fees and out-of-pocket disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with the Loan Documents and the transactions contemplated thereby; (c) costs and expenses of lien and title searches and title insurance; (d) taxes, fees and other charges for recording the Mortgages, if any, filing (and similar) financing statements and continuations, and other actions to perfect, protect, and continue each Applicable Agents’ Liens (including costs and expenses paid or incurred by each Responsible Agent in connection with the consummation of this Agreement); (e) sums paid or incurred to pay any amount or take any action required of the US Borrowers under the Loan Documents that the US Borrowers fail to pay or take; (f) subject to Section 7.4 hereof, costs of internal or outside appraisals, environmental audits, inspections, and verifications of the Collateral, including travel, lodging, and meals for inspections of the Collateral and the US Borrower’s operations by the Applicable Security Agent plus the Applicable Security Agent’s then customary charge for field examinations and audits and the preparation of reports thereof; and (g) costs and expenses of forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining Payment Accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral. In addition, the US Borrowers agree to pay reasonable and documented out-of-pocket costs and expenses incurred by the Applicable Security Agent (including Attorneys’ Costs) to the Applicable Security Agent, for its benefit, on demand, and to the other Lenders for their benefit, on demand, and all reasonable and documented fees, out-of-pocket expenses and disbursements incurred by such other Lenders for one law firm in each applicable jurisdiction retained by such other Lenders, in each case, paid or incurred to obtain payment of the Obligations, enforce the Applicable Security Agents’ Liens, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of the Loan Documents, or to defend any claims made or threatened against any Agent or any Lender arising out of the transactions contemplated hereby (including preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions of the Loan Documents regarding costs and expenses to be paid by the US Borrowers. All of the foregoing costs and expenses shall be charged to the US Borrower’s Loan Account as Revolving Loans as described in Section 3.6.

          13.8 Notices. Except as otherwise provided herein, all notices, demands and requests that any party is required or elects to give to any other shall be in writing, or by a telecommunications device capable of creating a written record, and any such notice shall become effective (a) upon personal delivery thereof, including, but not limited to, delivery by overnight mail and courier service, (b) four (4) days after it shall have been mailed by United States mail or UK post, as applicable, in each case, first class, certified or registered, and with postage prepaid, or (c) in the case of notice by such a telecommunications device, when properly transmitted, in each case addressed to the party to be notified as follows:

If to the Administrative Agent:
	The CIT Group/Business Credit, Inc.
	505 Fifth Avenue
	New York, New York 10017
	Attn: Relationship Manager – Mobile Storage Group, Inc.
	Facsimile: (212) 461-7760

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	with copies to:
	The CIT Group/Business Credit Inc.
	505 Fifth Avenue
	New York, New York 10017
	Attn: Internal Counsel – Mobile Storage Group, Inc.
	Facsimile: (212) 771-9520
If to UK Agent or the UK Security Trustee:
	The CIT Group/Business Credit, Inc.
	505 Fifth Avenue
	New York, New York 10017
	Attn: Relationship Manager – Mobile Storage Group, Inc.
	Facsimile: (212) 461-7760
	with copies to:
	The CIT Group/Business Credit Inc.
	505 Fifth Avenue
	New York, New York 10017
	Attn: Internal Counsel – Mobile Storage Group, Inc.
	Facsimile: (212) 771-9520
If to the US Borrower or any other Credit Party:
	Mobile Storage Group, Inc.
	7590 North Glenoaks Boulevard
	Burbank, CA 91504
	Attention: Allan Villegas
	Facsimile No.: (818) 253-3154
	with copies to:
	Christopher A. Wilson, Esq.
	Mobile Storage Group, Inc.
	7590 North Glenoaks Boulevard
	Burbank, CA 91504
	Facsimile No.: (818) 253-3154

or to such other address as each party may designate for itself by like notice. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other communication to the persons designated above to receive copies shall not adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration or other communication. Notwithstanding any terms or provisions herein to the contrary, the US Borrowers shall simultaneously deliver to the UK Agent any notice, report, certificate, document or other information delivered to any US Agent pursuant to the terms hereof, and the US Borrowers shall cause the UK Borrower to simultaneously deliver to the Administrative Agent any notice, report, certificate, document or other information delivered to any UK Agent pursuant to the terms of the UK Credit Agreement.

          13.9 Waiver of Notices. Unless otherwise expressly provided herein, the US Borrowers waive presentment, and notice of demand or dishonor and protest as to any instrument, notice of intent to accelerate the US Obligations and notice of acceleration of the US Obligations, as well as any and all other notices to which it might otherwise be entitled. No notice to or demand on the US Borrowers which

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any US Agent or any US Lender may elect to give shall entitle the US Borrowers to any or further notice or demand in the same, similar or other circumstances.

          13.10 Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the respective representatives, successors, and assigns of the parties hereto; provided, however, that no interest herein may be assigned by any US Borrower without prior written consent of the Administrative Agent and each Lender. The rights and benefits of each US Agent and the US Lenders hereunder shall, if such Persons so agree, inure to any party acquiring any interest in the US Obligations or any part thereof.

          13.11 Indemnity of the Agents and the Lenders by the Borrowers.

                    (a) Except with respect to any Claims (as defined below) associated with Taxes, the US Borrowers agree to defend, indemnify and hold each US Agent, the Agent-Related Persons, the Letter of Credit Issuer and each US Lender and each of its respective officers, directors, employees, counsel, representatives, agents and attorneys-in-fact (each, an “Indemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever (“Claims”) which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of any US Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any insolvency proceeding or appellate proceeding) related to or arising out of this Agreement, any other Loan Document, or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, that the US Borrowers shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person as determined in a final non-appealable judgment of a court of competent jurisdiction or (ii) a breach of the Loan Documents. The agreements in this Section shall survive payment of all other Obligations.

                    (b) The US Borrowers agree to indemnify, defend and hold harmless each US Agent, the Letter of Credit Issuer and the US Lenders from any loss or liability directly or indirectly arising out of the use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence of a hazardous substance relating to the operations, business or property of each US Borrower or any of its respective Subsidiaries. This indemnity will apply whether the hazardous substance is on, under or about the property or operations of or property leased to any US Borrower or any of its Subsidiaries. The indemnity includes but is not limited to Attorneys Costs. The indemnity extends to the Agents, the Letter of Credit Issuer and the US Lenders, their parents, affiliates, subsidiaries and all of their directors, officers, employees, agents, successors, attorneys and assigns. “Hazardous substances” means any substance, material or waste that is or becomes designated or regulated as “toxic,” “hazardous,” “pollutant,” or “contaminant” or a similar designation or regulation under any federal, state or local law (whether under common law, statute, regulation or otherwise) or judicial or administrative interpretation of such, including petroleum or natural gas. This indemnity will survive repayment of all other Obligations.

                    (c) Notwithstanding any of the other provisions of this Agreement or any other Loan Document, nothing contained herein or in any of the other Loan Documents shall require the US Borrowers or any of their Subsidiaries to take any action which constitutes or will constitute unlawful financial assistance for the purposes of sections 151 to 158 (inclusive) of the Companies Act.

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          13.12 Limitation of Liability. NO CLAIM MAY BE MADE BY ANY US BORROWER, ANY US LENDER OR OTHER PERSON AGAINST ANY US AGENT, ANY US LENDER OR THE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, REPRESENTATIVES, AGENTS OR ATTORNEYS-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH US BORROWER AND EACH US LENDER HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

          13.13 Final Agreement. This Agreement and the other Loan Documents, including the UK Credit Agreement and the UK Loan Documents are intended by the US Borrowers, the US Agents, and the US Lenders to be the final, complete, and exclusive expression of the agreement between them. This Agreement and the other Loan Documents supersede any and all prior oral or written agreements relating to the subject matter hereof between the US Borrowers and the Administrative Agent or any Lender. No modification, rescission, waiver, release, or amendment of any provision of this Agreement or any other Loan Document shall be made, except by a written agreement signed by the US Borrowers and a duly authorized officer of each of the US Agents and the Required Lenders (or where required hereunder, all Lenders).

          13.14 Counterparts. This Agreement may be executed in any number of counterparts, and by the US Agents, each US Lender and each US Borrower in separate counterparts, each of which shall be an original, but all of which shall together constitute one and the same agreement; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

          13.15 Captions. The captions contained in this Agreement are for convenience of reference only, are without substantive meaning and should not be construed to modify, enlarge, or restrict any provision.

          13.16 Right of Setoff. In addition to any rights and remedies of the US Lenders provided by law, if an Event of Default exists or the Loans have been accelerated, each US Lender is authorized at any time and from time to time, without prior notice to the US Borrowers, any such notice being waived by the US Borrowers to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such US Lender or any Affiliate of such US Lender to or for the credit or the account of either US Borrower against any and all Obligations owing to such US Lender by a US Borrower, now or hereafter existing, irrespective of whether or not the Administrative Agent or such US Lender shall have made demand under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each US Lender agrees promptly to notify the US Borrowers and the Administrative Agent after any such set-off and application made by such US Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. NOTWITHSTANDING THE FOREGOING, NO US LENDER SHALL EXERCISE ANY RIGHT OF SET-OFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY US BORROWER HELD OR MAINTAINED BY SUCH US LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE US LENDERS.

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          13.17 Confidentiality.

                    (a) The US Borrowers hereby consent that each US Agent and each US Lender may issue and disseminate to the public general information describing the credit accommodation entered into pursuant to this Agreement, including the name and address of the US Borrowers and a general description of the US Borrowers’ businesses and may use the US Borrowers’ name in advertising and other promotional material.

                    (b) Each US Agent and each US Lender severally agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information identified as “confidential” or “secret” by the US Borrowers and provided to such US Agent or US Lender by or on behalf of the US Borrowers, under this Agreement or any other Loan Document, except to the extent that such information (i) was or becomes generally available to the public other than as a result of disclosure by such US Agent or US Lender, or (ii) was or becomes available on a nonconfidential basis from a source other than the US Borrowers, provided that such source is not bound by a confidentiality agreement with the US Borrowers known to such US Agent or US Lender; provided, however, that any US Agent and any US Lender may disclose such information (1) at the request or pursuant to any requirement of any Governmental Authority to which such US Agent or US Lender is subject or in connection with an examination of such US Agent or US Lender by any such Governmental Authority; (2) pursuant to subpoena or other court process; (3) when required to do so in accordance with the provisions of any applicable Requirement of Law; (4) to the extent reasonably required in connection with any litigation or proceeding (including, but not limited to, any bankruptcy proceeding) to which any US Agent, any US Lender or their respective Affiliates may be party; (5) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document; (6) to such US Agent’s or such US Lender’s independent auditors, accountants, attorneys and other professional advisors, provided that they are advised (and US Agents and US Lender will advise) by US Agents or US Lender that such information is confidential; (7) to any prospective Participant or Assignee in connection with the syndication of the Loans and the Aggregate Commitments under any Assignment and Acceptance, actual or potential, provided that such prospective Participant or Assignee agrees to keep such information confidential to the same extent required of any US Agent and the US Lenders hereunder; (8) as expressly permitted under the terms of any other document or agreement regarding confidentiality to which any US Borrower is party with such US Agent or such US Lender, and (9) to its Affiliates, provided that any US Agent or US Lender agrees to cause its Affiliate to keep such information confidential to the same extent required of any US Agent or US Lender hereunder.

          13.18 Conflicts with Other Loan Documents. Unless otherwise expressly provided in this Agreement (or in another Loan Document by specific reference to the applicable provision contained in this Agreement), if any provision contained in this Agreement conflicts with any provision of any other Loan Document, the provision contained in this Agreement shall govern and control.

          13.19 Currency Indemnity. If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any of the other Loan Documents, it becomes necessary to convert into the currency of such jurisdiction (the “Judgment Currency”) any amount due under this Agreement or under any of the other Loan Documents in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at the Spot Rate at which the Administrative Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency prevailing on the Applicable Business Day before the day on which judgment is given. In the event that there is a change in the rate of Exchange Rate prevailing between the Applicable Business Day before the day on which the judgment is given and the date of receipt by the Administrative Agent of the amount due, the US Borrowers will, on the date of receipt by the Administrative Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by the Administrative Agent and the US Lenders on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the

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Administrative Agent is the amount then due under this Agreement or such other of the Loan Documents in the Currency Due. If the amount of the Currency Due which the US Agent is able to purchase is less than the amount of the Currency Due originally due to it, the US Borrowers shall indemnify and save the Administrative Agent and the US Lenders harmless from and against loss or damage arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Administrative Agent from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any of the other Loan Documents or under any judgment or order.

          13.20 Reinstatement. To the maximum extent permitted by law, this US Credit Agreement, and the US Obligations, shall continue to be effective or be reinstated, as the case may be, if at any time any amount received by any Agent or Lender in respect of the US Obligations is rescinded or must otherwise be restored or returned by any such Person upon the insolvency, administration, bankruptcy, dissolution, liquidation or reorganization of the US Borrower or any other Person or upon the appointment of any receiver, intervenor, conservator, trustee or similar official for the US Borrower or any other Person or any substantial part of its assets, or otherwise, all as though such payments had not been made.

          13.21 Waiver of Counterclaims. Each Credit Party waives all rights to interpose any claims, deductions, setoffs, or counterclaims of any nature (other than compulsory counterclaims) in any action or proceeding brought by the Administrative Agent or any US Lender, the Obligations, the Collateral or any matter arising therefrom or relating hereto or thereto.

          13.22 USA Patriot Act Notice. The US Lenders hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow the US Lenders to identify the Borrowers in accordance with the Patriot Act.

          13.23 Register. The Administrative Agent, acting for this purpose as an agent of the US Borrowers, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the US Lenders, and the Commitments of, and principal amount of the Loans and Letter of Credit disbursements owing to, each US Lender pursuant to the terms hereof from time to time (the “Register”). Absent manifest error, the entries in the Register shall be conclusive, and the US Borrowers, the Administrative Agent, the Letter of Credit Issuers and the US Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a US Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the US Borrowers, the Letter of Credit Issuers and any US Lender, at any reasonable time and from time to time upon reasonable prior notice.

[Signature pages follow]

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                    IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above written.

“US BORROWER”
MOBILE STORAGE GROUP, INC.
By:
	Name:
	Title:
“US BORROWER”
MOBILE SERVICES GROUP, INC.
By:
	Name:
	Title:
“PARENT GUARANTOR”
MSG WC HOLDINGS CORP.
By:
	Name:
	Title:
“INTERMEDIARY”
MSG WC INTERMEDIARY CO.
By:
	Name:
	Title:

“ADMINISTRATIVE AGENT”
THE CIT GROUP/BUSINESS CREDIT, INC., as the Administrative Agent
By:
	Name:	Neal Mulford
	Title:	Senior Vice President

“LENDERS”
THE CIT GROUP/BUSINESS CREDIT, INC., as a Lender
By:
	Name:	Neal Mulford
	Title:	Senior Vice President

ANNEX A
to
US Credit Agreement and UK Credit Agreement

Definitions

                    Capitalized terms used in the Loan Documents shall have the following respective meanings (unless otherwise defined therein), and all section references in the following definitions shall refer to sections of the Agreement:

                    “ABMSC” means A Better Mobile Storage Company, a California corporation.

                    “Accounts” of a Person means such Person’s now owned or hereafter acquired or arising accounts, as defined or used in the UCC (if in reference to Person that is a US Credit Party) or the Companies Act (if in reference to Person that is a UK Credit Party), including any rights to payment for the sale or lease of goods or rendition of services, whether or not they have been earned by performance, all rights to payment under Chattel Paper, all payment intangibles, as defined in the UCC, arising under leases, all book debts and all “Receivables” as defined in the UK Debenture.

                    “Account Debtor” means each Person obligated in any way on or in connection with an Account, Chattel Paper or General Intangibles (including a payment intangible).

                    “ACH Transactions” means any cash management or related services including the automatic clearing house transfer of funds by the Bank for the account of any Credit Party pursuant to agreement or overdrafts.

                    “Acquisition Agreement” means the Agreement and Plan of Merger, dated May 24, 2006, by and among the Parent Guarantor, Acquisition Sub and Mobile Services as amended by the Amendment to Agreement and Plan of Merger dated as of June 9, 2006.

                    “Acquisition Documents” means, collectively, the Acquisition Agreement all schedules, exhibits and annexes thereto, and all side letters and agreements affecting the terms thereof or entered into connection therewith.

                    “Acquisition”: means the acquisition of all of the issued and outstanding Capital Stock of Mobile Services pursuant to the Acquisition Agreement whereby Acquisition Sub shall merge with Mobile Services with Mobile Services as the surviving entity.

                    “Acquisition Sub” means MSG WC Acquisition Corp., a Delaware Corporation.

                    “Acquisition Carry Forward Amount” has the meaning specified in clause (i) of the definition of “Restricted Investment.”

                    “Acquisition to CapEx Transfer Amount” means, with respect to each Fiscal Year, the amount up to the lesser of the Dollar Equivalent of $15,000,000 and the amount permitted as Permitted Acquisitions in any given Fiscal Year applied by the Credit Parties, in their sole discretion, to the making or incurring of a Capital Expenditure pursuant to Section 7.26 and Section 7.26 of the UK Credit Agreement, rather than a Permitted Acquisition pursuant to Section 7.10(c) of the US Credit Agreement and Section 7.10(c) of the UK Credit Agreement, such amount for each Fiscal Year to be certified by the US Borrower Representative to the Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year; provided that any amount so applied under the Existing US Credit

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Agreement and the Existing UK Credit Agreement prior to the Closing Date for any Fiscal Year shall automatically deemed similarly so applied and shall be included for purposes of this definition.

                     “Adjusted Net Income” means, with respect to any fiscal period of the Credit Parties, the consolidated net income of the Credit Parties and their Consolidated Subsidiaries after provision for income taxes for such fiscal period, as determined in accordance with GAAP and reported on the Financial Statements for such period, excluding (without duplication) any and all of the following included in such net income: (a) gain or loss arising from the sale of any capital assets other than in the ordinary course of business; (b) gain or loss arising from any write-up or write-down in the book value of any asset; (c) earnings of any Person (other than a Consolidated Subsidiary) in which a Credit Party or any of its Subsidiaries has an ownership interest unless (and only to the extent) such earnings shall actually have been received by such Credit Party or such Subsidiary in the form of cash distributions; (d) gain or non-cash loss arising from the acquisition of debt or equity securities of a Credit Party or any of its Subsidiaries or from cancellation or forgiveness of Debt; and (e) prepayment penalties paid in connection with the refinancing of the Existing Indebtedness and other Debt if and only to the extent that (i) all such Debt either was evidenced by the Existing Indebtedness or was and is incurred in compliance with Section 7.13 hereof and (ii) the net proceeds of the Debt incurred to retire existing Debt are sufficient to pay in cash in full such prepayment penalties.

                    “Administrative Agent” means The CIT Group/Business Credit, Inc., a New York corporation, or any successor entity thereto, solely in its capacity as administrative agent for the US Lenders and security agent for the US Lenders, and any successor agent.

                    “Affiliate” means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person or (with reference to any Person other than a Lender) which owns, directly or indirectly, five percent (5%) or more of the outstanding equity interest of such Person; provided, however, that no portfolio companies of Welsh Carson or of any other funds controlled by Welsh Carson Anderson & Stowe (other than the Credit Parties and their respective Subsidiaries) shall be deemed Affiliates of a Credit Party or any Subsidiary thereof. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract, or otherwise.

                    “Agency” means any third party at whose premises a Credit Party maintains Inventory on a regular basis and who provides services related to the sale or lease of such Inventory, including the delivery thereof.

                    “Agent Advances” has the meaning specified in Section 1.2(i) of the US Credit Agreement and Section 1.2(i) of the UK Credit Agreement.

                    “Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, counsel, representatives, agents and attorneys-in-fact of the Agents and such Affiliates.

                    “Agents” means, collectively, the US Agent and the UK Agents.

                    “Agents’ Liens” means US Agents’ Liens and the UK Agents’ Liens.

                    “Aggregate Availability” means an amount equal to the sum of the US Availability and the Dollar Equivalent of the UK Availability.

A-2

                    “Aggregate Commitments” means, collectively, the US Commitments and UK Commitments.

                    “Aggregate Outstandings” means, at any date of determination, the sum of US Aggregate Outstandings and UK Aggregate Outstandings.

                    “Agreement” means the UK Credit Agreement or the US Credit Agreement, as applicable, to which this Annex A is attached, as from time to time amended, modified or restated.

                    “Anniversary Date” means each anniversary of the Closing Date.

                    “Anti-Terrorism Laws” means any laws relating to terrorism or money laundering, including Executive Order No. 13224 and the USA Patriot Act.

                     “Applicable Advance Rate” means (a) with respect to matters relating to the US Collateral, the US Advance Rate and (b) with respect to matters relating to the UK Collateral, the UK Advance Rate.

                    “Applicable Agents” means (a) with respect to matters relating to the US Credit Agreement, the US Agents and (b) with respect to matters relating to the UK Credit Agreement, the UK Agents.

                    “Applicable Agents’ Liens” means the Liens in the Collateral granted to the Applicable Security Agent, for the benefit of the Applicable Lenders and Applicable Agents pursuant to this Agreement and the other Loan Documents.

                    “Applicable Borrower Representative” means (a) with respect to matters relating to the US Credit Agreement, the US Borrower Representative and (b) with respect to matters relating to the UK Credit Agreement, the UK Borrower Representative.

                    “Applicable Borrowers” means (a) with respect to matters relating to US Revolving Loans and Letters of Credit issued for the benefit of the US Borrowers and other matters relating to the US Credit Agreement, the US Borrowers, and (b) with respect to matters relating to UK Revolving Loans and Letters of Credit issued for the benefit of the UK Borrowers and other matters relating to the UK Credit Agreement, the UK Borrowers.

                    “Applicable Borrowing Base” means (a) with respect to matters relating to US Revolving Loans and Letters of Credit issued for the benefit of the US Borrowers and other matters relating to the US Credit Agreement, the US Borrowing Base, and (b) with respect to matters relating to UK Revolving Loans and Letters of Credit issued for the benefit of the UK Borrowers and other matters relating to the UK Credit Agreement, the UK Borrowing Base.

                    “Applicable Business Day” means (a) with respect to matters relating to the US Credit Agreement, a US Business Day, (b) with respect to matters relating to UK Credit Agreement, a UK Business Day.

                    “Applicable Collateral” means (a) with respect to matters relating to US Security Documents, the US Collateral, and (b) with respect to matters relating to UK Security Documents, the UK Collateral.

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                    “Applicable Currency” means, as to any particular payment or Loan, Dollars or Pounds Sterling in which such Loan is denominated or is payable.

                    “Applicable Lenders” means (a) with respect to matters relating to US Revolving Loans and Letters of Credit issued for the benefit of the US Borrowers and other matters relating to the US Credit Agreement, the US Lenders, (b) with respect to matters relating to UK Revolving Loans and Letters of Credit issued for the benefit of the UK Borrower and other matters relating to the UK Credit Agreement, the UK Lenders.

                    “Applicable Margin” means:

(i)	with respect to US Base Rate Revolving Loans and all other Obligations of the US Borrowers (other than US LIBOR Revolving Loans), 1.00%;
(ii)	with respect to UK Base Rate Revolving Loans and all other Obligations of the UK Borrower (other than UK Sterling LIBOR Revolving Loans), 1.00%;
(iii)	with respect to US LIBOR Revolving Loans, 2.00%; and
(iv)	with respect to UK Sterling LIBOR Revolving Loans, 2.00%.

                    The Applicable Margins for Revolving Loans and the Applicable Unused Line Fee Rate shall be adjusted (up or down) prospectively on a quarterly basis as determined by the Consolidated Total Debt to Pro Forma EBITDA Ratio, commencing on December 31, 2006 with reference to the most recently delivered quarterly unaudited consolidated Financial Statements as of the end of the first three Fiscal Quarters in any Fiscal Year or annual audited Financial Statements (as applicable). Adjustments in Applicable Margins shall be determined by reference to the following grids:

If Consolidated Total Debt to Pro Forma EBITDA Ratio is:	Level of Applicable Margins:
> = 6.0:1	Level I
> = 5.0:1, but < 6.0:1	Level II
> = 4.0:1, but < 5.0:1	Level III
< 4.0:1	Level IV

          High to Low

	Applicable Margins
	Level I	Level II	Level III	Level IV
Base Rate Revolving Loans	1.25%	1.00 %	0.75%	0.50%
LIBOR and Sterling LIBOR Loans	2.25%	2.00 %	1.75%	1.50%
Applicable Unused Line Fee Rate	0.50%	0.375%	0.375%	0.25%

                    All adjustments in the Applicable Margins for Revolving Loans on or after December 31, 2006 shall be implemented quarterly on a prospective basis, for each calendar month commencing at least 5 days after the date of delivery to the Lenders of quarterly unaudited consolidated Financial Statements as of the end of the first three Fiscal Quarters in any Fiscal Year or annual audited Financial Statements (as applicable) evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, the Borrowers shall deliver to the Administrative Agent and the Lenders a certificate, signed by the chief financial officer of the US Borrower, setting forth in reasonable detail the basis for the

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continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in the Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If a Default or Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins for Revolving Loans is to be implemented, no reduction may occur until the first day of the first calendar month following the date on which such Default or Event of Default is waived or cured.

                    “Applicable Required Lenders” means (a) with respect to matters relating to the US Credit Agreement, the US Required Lenders and (b) with respect to matters relating to the UK Credit Agreement, the UK Required Lenders.

                    “Applicable Security Agent” means (a) with respect to matters relating to the US Credit Agreement and US Loan Documents, the Administrative Agent and (b) with respect to matters relating to the UK Credit Agreement and UK Loan Documents, the UK Security Trustee.

                    “Applicable Unused Line Fee Rate” means 0.375% per annum as adjusted in accordance with the determination of Applicable Margin.

                    “Appraisal Reserves” means any reserves that the Administrative Agent or the UK Agent, as applicable, from time to time establishes in its reasonable discretion, for any appraisal.

                    “Appraiser” means Hilco Appraisal Services, LLC, (“Hilco”) or such other appraiser selected by the Administrative Agent; provided that, so long as no Event of Default has occurred and is continuing, the Administrative Agent shall use its reasonable best efforts to select Hilco and only if after using such reasonable best efforts Hilco is not available, such other appraiser as will employ the methodologies utilized by Hilco in respect of the valuations of the Borrower’s assets used to determine the Applicable Borrowing Base as of the Closing Date. For the avoidance of doubt, each Borrower acknowledges and agrees that, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall select an appraiser in its sole discretion, but shall use reasonable best efforts to cause such appraiser to utilize the methodology applied by Hilco in respect of the valuation of the Borrower’s assets to determine the Applicable Borrowing Base as of the Closing Date.

                    “Approved Currency” mean any of Dollars, Pounds Sterling, Canadian Dollars or Euro.

                     “Assignee” has the meaning specified in Section 11.2(a) of the US Credit Agreement.

                    “Assignment and Acceptance” has the meaning specified in Section 11.2(a) of the US Credit Agreement.

                    “Attorney Costs” means and includes all reasonable and documented fees, expenses and out-of-pocket disbursements of any law firm or other counsel engaged by any of the Agents, from and after the Closing Date;

                    “Bank Product Provider” means any Lender or any Affiliate of a Lender, or any successor entity thereto, providing Bank Products to the Borrowers. Any such Lender or Affiliate that enters into a transaction with the Borrower in respect of Bank Products (i) shall promptly provide the Administrative Agent notice of such Bank Product arrangements with a Borrower and an estimate of the maximum liability of such Borrower to such Bank Product Provider thereunder and (ii) shall agree to

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appoint the Applicable Agents as its agents for purposes of the applicable Loan Documents and be bound by the terms set forth in Article 12 of this Agreement in connection therewith.

                    “Bank Reference Rate” means JPMorgan Chase Bank, N.A.’s reference rate for Pounds Sterling, being the rate time to time set by JPMorgan Chase Bank, N.A.’s based on various factors including JPMorgan Chase Bank, N.A.’s cost of funds, desired return and general economic conditions and which is used a reference point for pricing loans made by it in Pounds Sterling.

                    “Bank Product Reserves” means all reserves which the Administrative Agent or the UK Agent, as applicable, from time to time establishes in its reasonable discretion for the Bank Products then provided or outstanding.

                    “Bank Products” means either US Bank Products or UK Bank Products or both of them.

                    “Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.) as amended from time to time.

                    “Base Rate Revolving Loans” means, collectively, the US Base Rate Revolving Loans and the UK Base Rate Revolving Loans.

                    “Blocked Account Agreement” means an agreement among any Borrower, any Guarantor, the Applicable Security Agent and a Clearing Bank, in form and substance reasonably satisfactory to the Applicable Security Agent and Applicable Borrower Representative, concerning the collection of payments which represent the proceeds of Accounts or of any other Collateral.

                    “Blocked Person” means (a) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (c) a Person or entity with which any bank or other financial institution is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (d) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224; (5) a Person or entity that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control (OFAC) at its official website or any replacement website or other replacement official publication of such list; (e) a Person or entity who is affiliated with a Person or entity listed above; or (f) an agency of the government of, an organization directly or indirectly controlled by, or a Person resident in, a country on any official list maintained by OFAC.

                    “Book Value of Eligible Machinery and Equipment” shall mean the net book value of Eligible Machinery and Equipment, determined in accordance with GAAP.

                    “Book Value of Eligible Rental Fleet Assets” shall mean the net book value of Eligible Rental Fleet Assets, determined in accordance with GAAP.

                    “Borrower” and “Borrowers” means each of the US Borrowers and the UK Borrower and all of them.

                    “Borrower Representative” means the US Borrower Representative.

                    “Borrowing Base Certificate” means a certificate by a Responsible Officer of the Applicable Borrower Representative, substantially in the form of Exhibit B to the US Credit Agreement

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and the UK Credit Agreement (or another form reasonably acceptable to the Administrative Agent and the UK Agent acting jointly) setting forth the calculation of the UK Borrowing Base or US Borrowing Base, as applicable, including a calculation of each component thereof, all in such detail as shall be reasonably satisfactory to the Administrative Agent or, in the case of the UK Borrowing Base, the UK Agent. All calculations of the Applicable Borrowing Base in connection with the preparation of any Borrowing Base Certificate shall originally be made by the Applicable Borrower Representative and certified to the Administrative Agent or, in the case of the UK Borrowing Base, the UK Agent; provided, that (a) the Administrative Agent shall have the right to review and adjust, in the exercise of its reasonable credit judgment, any such calculation (1) to reflect its reasonable estimate of declines in value of any of the Collateral described therein, and (2) to the extent that such calculation is not in accordance with this Agreement and (b) the UK Agent, shall have the right to review and adjust, in the exercise of its sole discretion, any such calculation (1) to reflect its estimate of declines in value of any of the Collateral described therein, and (2) to the extent that such calculation is not in accordance with this Agreement.

                    “Borrowings” means US Borrowings and UK Borrowings.

                    “Canadian Dollars” mean Canadian dollars in the lawful currency of Canada.

                    “Capital Adequacy Regulation” means any guideline, request or directive of any central bank or other Governmental Authority, or any other law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any bank or of any corporation controlling a bank.

                    “Capital Expenditure to Acquisitions Transfer Amount” means, with respect to each Fiscal Year, the amount up to the Dollar Equivalent of $15,000,000 applied by the Credit Parties, in their discretion, to the making of Permitted Acquisitions pursuant to Section 7.10(c) of the US Credit Agreement and Section 7.10(c) of the UK Credit Agreement, rather than Capital Expenditures pursuant to Section 7.26 of the US Credit Agreement and Section 7.26 of the UK Credit Agreement, such amount for each Fiscal Year to be certified by the US Borrower Representative to the Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year.

                    “Capital Expenditures” means all payments due (whether or not paid during any fiscal period) in respect of the cost of any Fixed Asset, Rental Fleet Asset or improvement, or replacement, substitution, or addition thereto, including those costs arising in connection with the direct or indirect acquisition of such asset by way of increased product or service charges or in connection with a Capital Lease. Notwithstanding the foregoing, Capital Expenditures shall not include (i) Rental Fleet Assets or Machinery and Equipment purchased substantially simultaneously with the trade-in of existing Rental Fleet Assets or Machinery and Equipment to the extent of the trade-in credit therefor, (ii) Rental Fleet Assets or Fixed Assets purchased with proceeds of Rental Fleet Assets or Fixed Assets sold in that Fiscal Year, (iii) expenditures to acquire assets in a Permitted Acquisition; (iv) Capital Leases existing on the Closing Date; (v) expenditures made to restore, rebuild or replace property following any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made or financed with proceeds received or to be received from insurance, condemnation or other similar proceeds; (vii) expenditures made to the extent reimbursed by a Person other than the Credit Parties and their Subsidiaries and (viii) expenditures constituting capitalized interest.

                    “Capital Lease” means any lease of property which, in accordance with GAAP, should be reflected as a capital lease on the balance sheet of the applicable Person.

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                    “Capital Stock” means all equity interests in a Person, whether common stock, preferred stock, partnership interests, limited liability company interests, membership interests, options, warrants, stock or equity appreciation rights, or otherwise.

                     “Cash Interest Coverage Ratio” means, for any period, the ratio of EBITDA to the sum of (i) total interest expense payable by Mobile Services and its Subsidiaries in cash during such period; (ii) any distributions in cash made during such period pursuant to Section 7.10(a)(iv) and (iii) any distributions in cash made during such period pursuant to Section 7.10(a)(viii) for the purpose of making interest payments with respect to the Mezzanine Notes..

                    “Change in Control” means

                    (a) prior to a public offering of stock by the Parent Guarantor registered pursuant to the Securities Act (an “IPO”), the failure of Welsh Carson and its Affiliates to beneficially own in the aggregate, free and clear of all Liens, at least 50% of the outstanding shares of Voting Stock of the Parent Guarantor on a fully diluted basis;

                    (b) after an IPO, (i) the failure of Welsh Carson and its Affiliates to beneficially own in the aggregate free and clear of all Liens, at least 30% of the outstanding Voting Stock of the Parent Guarantor on a fully diluted basis, (ii) the acquisition, directly or indirectly, by any person or group (as defined in Section 13(d)(3) under the Exchange Act) (other than any Affiliates of Welsh Carson) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Exchange Act) of a percentage of the outstanding Voting Stock of the Parent Guarantor that exceeds in the aggregate the percentage of Voting Stock then beneficially owned (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Exchange Act) by the Welsh Carson or (iii) the board of directors of the Parent Guarantor shall not consist of a majority of “Continuing Directors” (such term being defined as directors of the Parent Guarantor on the Closing Date and each other director, if such other director’s nomination for election to the board of directors is recommended by a majority of the then Continuing Directors or is recommended by a committee of the board of directors, a majority of which is composed of the then Continuing Directors or if such other director receives the affirmative vote of Welsh Carson or its Affiliates);

                    (c) (i) the failure of the Parent Guarantor to directly own beneficially and of record all of the outstanding Voting Stock of Mobile Services or directly or indirectly own beneficially and of record all of the outstanding Voting Stock of MSG and each other Credit Party or (ii) the failure of Mobile Services to directly own beneficially and of record all of the outstanding Voting Stock of MSG, in the case of clauses (i) and (ii) on a fully diluted basis, and free and clear of all Liens except the Applicable Agents’ Liens;

                    (d) so long as the UK Revolving Facility has not been terminated or there are any Obligations owing with respect to the UK Revolving Facility (other than in the case where the UK Commitments are being terminated and all Obligations in respect of the UK Revolving Facility are being repaid or cash collateralized on terms reasonably satisfactory to the Administrative Agent contemporaneously with the diminution of MSG’s ownership in Ravenstock), the failure of the Parent Guarantor to directly or indirectly own beneficially and of record all of the outstanding Voting Stock of the UK Borrower and the other UK Credit Parties on a fully diluted basis, and free and clear of all Liens except the Applicable Agents’ Liens; or

                    (e) the occurrence (whether before or after an IPO) of a “Change of Control” or “Change in Control” (however defined) under the Senior Unsecured Notes, Mezzanine Notes or under any provision of any other agreement governing Debt or Preferred Stock with a principal amount in

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excess of $7,500,000 which requires the repurchase or offer to repurchase of such Debt or Capital Stock upon a change in ownership of MSG, Mobile Services or the Parent Guarantor.

                    “Chattel Paper” means, with respect to any Person, all of such Person’s now owned or hereafter acquired chattel paper, as defined in the UCC, including electronic chattel paper.

                    “Clearing Bank” means any banking institution selected by the Administrative Agent and the Borrower Representative with whom a Payment Account has been established pursuant to a Blocked Account Agreement.

                    “Closing Date” means the date of the US Credit Agreement and the UK Credit Agreement.

                     “Closing Date MAE” means a change or effect that is materially adverse to the assets, liabilities, business, financial condition or results of operations of the Borrowers and its Subsidiaries taken as a whole, other than any such change or effect, directly or indirectly, (a) resulting from or arising in connection with (i) general political, economic, financial, capital markets or industry-wide conditions, (ii) this Agreement, the transactions contemplated hereby or the announcement or other disclosure of this Agreement or the transactions contemplated hereby, (iii) conditions disclosed in any schedules to any Loan Documents as in existence on the date hereof (but excluding any material worsening or deterioration of such condition), (iv) any breach by any Agent, Lender or the Letter of Credit Issuer of this Agreement or any other Loan Document, or (v) the taking of any action or the omission to take any action expressly required by this Agreement or any other Loan Document; or (b) attributable to the fact that investors in Parent Guarantor are, prior to the Closing Date, prospective owners, and as of the Closing Date, owners, of the Borrowers and its Subsidiaries.

                    “Code” means the Internal Revenue Code of 1986, as amended from time to time.

                    “Collateral” means either of the US Collateral or the UK Collateral or both of them.

                    “Commitment Percentage” means, at any time, for each Lender, the percentage obtained by dividing (a) such Lender’s US Commitment or UK Commitment, as applicable by (b) the aggregate amount of the US Commitment and UK Commitment; provided that at any time when the US Commitment and UK Commitment shall have been terminated, each Lender’s Commitment Percentage shall be the Commitment Percentage as in effect immediately prior to such termination.

                    “Companies Act” means the Companies Act 1985 of the United Kingdom (as amended or otherwise re-enacted from time to time).

                    “Compliance Certificate” has the meaning specified in Section 5.2(d) of the US Credit Agreement and Section 5.2(d) of the UK Credit Agreement.

                    “Consolidated Total Debt” means, as of any date of determination, the aggregate principal amount of all Debt of the Credit Parties and their Subsidiaries (other than the Mezzanine Debt) as of such date, determined on a consolidated basis in accordance with GAAP.

                    “Consolidated Total Debt to Pro Forma EBITDA Ratio” means, as of any date of determination, Consolidated Total Debt as of such date to Pro Forma EBITDA for the four Fiscal Quarter period ending on such date.

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                    “Contaminant” means any substance, waste, pollutant, hazardous substance, toxic substance, hazardous waste, petroleum or petroleum-derived substance or waste, asbestos in any form or condition, polychlorinated biphenyls (“PCBs”), or any constituent of any such substance listed in, defined in or regulated by any Environmental Law.

                    “Continuation/Conversion Date” means the date on which a Loan is converted into or continued as a LIBOR Loan.

                    “Continuing Director” has the meaning specified in the definition of “Change of Control.”

                    “Credit Agreement” shall mean each of the US Credit Agreement and the UK Credit Agreement, and both of them.

                    “Credit Facilities” means the Total US Facility and Total UK Facility.

                    “Credit Party” means any US Credit Party and/or any UK Credit Party and any other Person who, from time to time, is a guarantor of the Obligations of any Credit Party or have granted a Lien to secure the Obligations of any Credit Party.

                    “Credit Support” has the meaning specified in Section 1.4(a) of the US Credit Agreement or Section 1.4(a) of the UK Credit Agreement, as applicable.

                     “Currency Due” has the meaning specified in Section 13.19 of the US Credit Agreement or Section 13.21 of the UK Credit Agreement, as applicable.

                    “Debt” of a Person means, without duplication, all liabilities, obligations and indebtedness of such Person to any other Person consisting of indebtedness for borrowed money or the deferred purchase price of property, of any kind or nature, now or hereafter owing, arising, due or payable, howsoever evidenced, created, incurred, acquired or owing, whether primary, secondary, direct, contingent, fixed or otherwise, including (a) all Loans and reimbursement obligations with respect to Letters of Credit; (b) all obligations evidenced by bonds, loan stock, debentures, notes or similar instruments; (c) all obligations and liabilities of any other Person secured by any Lien on such Person’s property, even though such Person shall not have assumed or become liable for the payment thereof; provided, however, that all such obligations and liabilities which are limited in recourse to such property shall be included in Debt only to the extent of the book value of such property as would be shown on a balance sheet of such Person prepared in accordance with GAAP; (d) all obligations or liabilities created or arising under any Capital Lease or conditional sale or other title retention agreement with respect to property used or acquired by such Person, even if the rights and remedies of the lessor, seller or lender thereunder are limited to repossession of such property; provided, however, that all such obligations and liabilities which are limited in recourse to such property shall be included in Debt only to the extent of the book value of such property as would be shown on a balance sheet of such Person prepared in accordance with GAAP; (e) all reimbursement obligations under letters of credit or bankers acceptances; (f) all obligations and liabilities under Guaranties and (g) the present value (discounted at the US Base Rate) of lease payments due under any synthetic lease.

                    “Default” means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured, waived, or otherwise remedied during such time) constitute an Event of Default.

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                    “Default Rate” means a fluctuating per annum interest rate at all times equal to the sum of (a) the otherwise applicable Interest Rate or Letter of Credit Fees, as applicable, plus (b) two percent (2%) per annum. Each Default Rate shall be adjusted simultaneously with any change in the applicable Interest Rate.

                    “Defaulting Lender” has the meaning specified in Section 12.14(c) of the US Credit Agreement and Section 12.14(c) of the UK Credit Agreement.

                    “Defaulting Participant” has the meaning specified in Section 1.8 of the UK Credit Agreement.

                    “Deposit Accounts” means, with respect to any Person, all “deposit accounts” as such term is defined in the UCC, now or hereafter held in the name of such Person.

                    “Designated Account” has the meaning specified in Section 1.2(c)(3) of this Agreement.

                    “Distribution” means, in respect of any Person: (a) the payment or making of any dividend or other distribution of property in respect of Capital Stock (or any options or warrants for, or other rights with respect to, such Capital Stock) of such Person, other than distributions in Capital Stock (or any options or warrants for such stock) of the same class; or (b) the redemption or other acquisition by such Person of any Capital Stock (or any options or warrants for such Capital Stock) of such Person.

                    “Documentation Agents” means Wachovia Capital Finance Corporation (Western), Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc. and Textron Financial Corporation, in their capacity as documentation agents, and any successor agent.

                    “Documents” means, with respect to any Person, all documents, as such term is defined in the UCC, including bills of lading, warehouse receipts or other documents of title, now owned or hereafter acquired by such Person.

                    “DOL” means the United States Department of Labor or any successor department or agency.

                    “Dollar” and “$” means dollars in the lawful currency of the United States. Unless otherwise specified, all payments under the Loan Documents by the US Credit Parties shall be made in Dollars.

                    “Dollar Equivalent” means, at any time, (a) as to any amount denominated in Dollars, the amount thereof at such time and (b) as to any amount denominated in Pounds Sterling or any currency other than Dollars, the equivalent amount in Dollars as reasonably determined by the Administrative Agent at such time on the basis of the Spot Rate for the purchase of Dollars with Pounds Sterling or such other currency on the most recent computation date.

                    “EBITDA” means, with respect to any fiscal period, for Mobile Services and its Subsidiaries, determined on a consolidated basis, the sum (without duplication) of the following, determined in accordance with GAAP: (a) Adjusted Net Income; plus (b) the amount deducted in determining net income representing amortization; plus (c) the amount deducted in determining net income of all income tax provision; plus (d) interest expense; plus (e) the amount deducted in determining net income representing depreciation of assets; plus (f) the amount deducted in determining net income for any non-cash write-down of goodwill pursuant to FASB 142; plus (g) an amount equal to the amount of all non-cash expenses and charges deducted in determining net income other than any such non-cash

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item to the extent it represents an accrual of reserves for cash expenditures in any future period; plus (h) other non-cash extraordinary, nonrecurring, unusual expenses or charges not in the ordinary course of business other than any such non-cash item to the extent it represents an accrual of reserves for cash expenditures in any future period; plus (i) any expenses or charges related to any offering, investment, acquisition, disposition, recapitalization or Debt permitted to be incurred under this Agreement including a refinancing thereof (whether or not successful), including such fees, expenses or charges related to the Acquisition, the offering of the Senior Unsecured Notes, the Mezzanine Notes and this Agreement, and, in each case, deducted in computing Adjusted Net Income; plus (j) any professional and underwriting fees related to any offering, investment, acquisition, recapitalization or Debt permitted to be incurred under this Agreement and, in each case, deducted in such period in computing Adjusted Net Income; plus (k) any other cash extraordinary expenses in an aggregate amount not to exceed $2,000,000 for any fiscal period; plus or minus (l) the cumulative effect of accounting changes resulting from changes to GAAP since December 14, 2003.

                    “Eligible Accounts” means, with respect to the US Collateral, the Accounts of the US Borrowers and each of the US Subsidiary Guarantors which the Administrative Agent, reasonably determines to be Eligible Accounts of the US Borrowers and each of the US Subsidiary Guarantors; and, with respect to the UK Collateral, the Accounts of the UK Borrower and each of the UK Borrowing Base Parties which the UK Agent, in its capacity as the UK Agent under the UK Credit Agreement, determines to be Eligible Accounts of the UK Borrower and each of the UK Borrowing Base Parties. Without limiting the discretion of the Administrative Agent or UK Agent, as applicable, to establish other criteria of ineligibility, Eligible Accounts shall not, unless the Administrative Agent or UK Agent, as applicable, in its sole discretion elects, include any Account:

                    (a) with respect to which more than 90 days have elapsed since the date of the original invoice therefor;

                    (b) with respect to which any of the representations, warranties, covenants, and agreements contained in the US Security Agreement or the UK Debenture are incorrect or have been breached;

                    (c) with respect to which Account (or any other Account due from such Account Debtor), in whole or in part, a check, promissory note, draft, trade acceptance or other instrument for the payment of money has been received, presented for payment and returned uncollected for any reason;

                    (d) which represents a progress billing (as hereinafter defined) or as to which the applicable Credit Party has extended the time for payment without the consent of the Administrative Agent or UK Agent, as applicable; for the purposes hereof, “progress billing” means any invoice for goods sold or leased or services rendered under a contract or agreement pursuant to which the Account Debtor’s obligation to pay such invoice is conditioned upon the applicable Credit Party’s completion of any further performance under the contract or agreement except to the extent such obligation to pay has effectively accrued by completion or performance and is not disputed;

                    (e) with respect to which any one or more of the following events has occurred to the Account Debtor on such Account: death or judicial declaration of incompetency of an Account Debtor who is an individual; the filing by or against the Account Debtor of a request, application or petition for liquidation, reorganization, arrangement, administration, compromise, adjustment of debts, adjudication as a bankrupt, winding-up, or other relief under the bankruptcy, insolvency, or similar laws of the United States, any state or territory thereof, or any foreign jurisdiction, now or hereafter in effect; the making of any general assignment by the Account Debtor for the benefit of creditors; the appointment of an interim receiver, receiver, administrative receiver, administrator, receiver and manager or trustee for the Account

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Debtor or for any of the assets of the Account Debtor, including the appointment of or taking possession by a “custodian,” as defined in the Bankruptcy Code; the institution by or against the Account Debtor of any other type of insolvency proceeding (under the bankruptcy laws of the United States, any state or territory thereof or any non-US jurisdiction) or of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against, or winding up of affairs of, the Account Debtor; the sale, assignment, or transfer of all or any material part of the assets of the Account Debtor; the nonpayment generally by the Account Debtor of its debts as they become due; or any other inability of the Account Debtor to pay its debts as they fall due or the cessation of the business of the Account Debtor as a going concern;

                    (f) if fifty percent (50%) or more of the aggregate Dollar Equivalent amount of outstanding Accounts owed at such time by the Account Debtor thereon is classified as ineligible for any other reason under clauses (a) through (z) (other than clause (s)) of this definition;

                    (g) owed by an Account Debtor which: (i) with respect to Account Debtors of any US Borrower or any of the US Subsidiary Guarantors, does not maintain its chief executive office in the United States of America or Canada (other than the Province of Newfoundland), or with respect to Account Debtors of the UK Borrower or any of the UK Borrowing Base Parties, does not maintain its chief executive office in the European Union or Canada (other than the Province of Newfoundland); or (ii) is not organized under the laws of the United States of America or Canada or any state or province of any of the foregoing, in respect of Account Debtors of any US Borrower or any of the US Subsidiary Guarantors, or is not formed under the laws of any member of the European Union or Canada or any province thereof, in respect of Account Debtors of the UK Borrower or any of the UK Borrowing Base Parties; or (iii) is the government of any foreign country (or, in the case of the UK Borrower or any of the UK Borrowing Base Parties, any country other than the United Kingdom) or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof; except to the extent that such Account is secured or payable by a letter of credit reasonably satisfactory to the Administrative Agent or UK Agent, as applicable, in its discretion; provided that any Account of an Account Debtor organized in Canada or a country admitted to the European Union after December 16, 2003, shall be included in the calculation of Eligible Accounts only to the extent that (x) the Accounts located in Canada are not located in the Province of Quebec and (y) the aggregate value of Accounts located in countries admitted to the European Union after December 16, 2003 do not exceed 5% of the aggregate value of the Eligible Accounts of all UK Borrowing Parties (with an additional 5% availability at the sole discretion of the Administrative Agent).

                    (h) owed by an Account Debtor which is a Subsidiary, Affiliate, agent, officer or employee of any Borrower or any of their Subsidiaries;

                    (i) except as provided in clause (k) below, with respect to which either the perfection, enforceability, or validity of the Applicable Agents’ Liens in such Account, or the Applicable Security Agent’s right or ability to obtain direct payment to the Applicable Security Agent of the proceeds of such Account, is governed by any national, federal, state, provincial or local statutory requirements other than those of the UCC or, in the case of the UK Credit Parties, the Companies Act;

                    (j) owed by an Account Debtor to which the Applicable Borrower or any other Credit Party subject to any right of setoff, counterclaim or recoupment by the Account Debtor (except to the extent of amounts not subject to setoff counterclaim or recoupment), unless the Account Debtor has entered into an agreement reasonably acceptable to the Administrative Agent or UK Agent, as applicable, to waive setoff rights; or if the Account Debtor thereon has disputed liability or made any claim with respect to any other Account due from such Account Debtor; but in each such case only to the extent of such indebtedness, setoff, counterclaim, recoupment, dispute, or claim;

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                    (k) owed by the government of the United States of America, or any department, agency, public corporation, or other instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), and any other steps necessary to perfect the Applicable Agents’ Liens therein, have been complied with to the Administrative Agent’s or UK Agent’s, as applicable, satisfaction with respect to such Account;

                    (l) owed by any state, municipality, or other political subdivision of the United States of America, any other Governmental Authority or any department, agency, public corporation, or other instrumentality thereof and as to which the Administrative Agent determines that the Applicable Agents’ Lien therein is not or cannot be perfected;

                    (m) which represents a sale on a bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis;

                    (n )which is evidenced by a promissory note or other instrument or by Chattel Paper (other than an operating lease on the applicable Credit Party’s standard form or entered into in the ordinary course of the applicable Credit Party’s business);

                    (o) with respect to the US Credit Parties, if the Administrative Agent believes, in the exercise of its reasonable judgment, that the prospect of collection of such Account is impaired or that the Account may not be paid by reason of the Account Debtor’s financial inability to pay; or, with respect to the UK Credit Parties, if the UK Agent believes that the prospect of collection of such Account is impaired or that the Account may not be paid by reason of the Account Debtor’s financial inability to pay;

                    (p) with respect to which the Account Debtor is located in any jurisdiction requiring the filing of a Notice of Business Activities Report or similar report in order to permit the Applicable Borrower to seek judicial enforcement in such jurisdiction of payment of such Account, unless such Applicable Borrower has qualified to do business in such state or has filed a Notice of Business Activities Report or equivalent report for the then current year;

                    (q) which arises out of a sale or lease not made in the ordinary course of the applicable Credit Party’s business;

                    (r) with respect to which the goods giving rise to such Account have not been shipped and delivered to and accepted by the Account Debtor or the services giving rise to such Account have not been performed by the applicable Credit Party, and, if applicable, accepted by the Account Debtor, or the Account Debtor revokes its acceptance of such goods or services;

                    (s) owed by an Account Debtor which is obligated to the Credit Parties respecting Accounts for such Account Debtor and its Affiliates the aggregate unpaid balance of which exceeds fifteen percent (15%) (or in the case of each of Wal-Mart Stores, Inc., Target Corporation, The Home Depot, Inc. and Staples, Inc. and their Affiliates, thirty percent (30%)) of the aggregate unpaid balance of all Accounts owed to the Credit Parties at such time by all of the Credit Parties’ Account Debtors, but only to the extent of such excess;

                    (t) which is not subject to a first priority and perfected security interest in favor of the Applicable Security Agent for the benefit of the Lenders;

                    (u) which is owed by an Account Debtor which is an individual;

                    (v) which represents a sales tax accrual or a vendor rebate;

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                    (w) which represents unearned revenue or prebilled Accounts; provided, however, that any prepaid “pickup charges” shall not be ineligible because of the application of this clause (w) provided that such charges have been billed and collected in advance;

                    (x) which represents installment sales;

                    (y) in the case of Accounts of any US Borrower or any of the US Subsidiary Guarantors, is not payable in Dollars or, in the case of Accounts of the UK Borrower or any of the UK Borrowing Base Parties, is not payable in Pounds Sterling; and

                    (z) which is acquired from any Person or owned by any acquired Person other than as provided in the final paragraph of this definition of “Eligible Accounts.”

                    If any Account at any time ceases to be an Eligible Account, then such Account shall promptly be excluded from the calculation of Eligible Accounts. In any Permitted Acquisition, if the Applicable Borrower acquires a Person which owns Accounts, then such Accounts may be included in Eligible Accounts if (i) such Accounts meet all criteria of eligibility, (ii) if a Person which owns Rental Fleet Assets has been acquired, the Credit Parties shall have satisfied each condition with respect to designating such Person as an additional Credit Party under the US Credit Agreement or the UK Credit Agreement, as applicable, (iii) the US Credit Parties or the UK Credit Parties, as applicable, shall have permitted representatives of the Responsible Agent (at the expense of the US Borrowers or the UK Borrower, as applicable) to examine the corporate, financial and operating records with respect to such acquired Accounts or of such acquired Person and make copies thereof or abstracts therefrom and to discuss such Accounts or such acquired Person with the applicable Credit Parties and, if applicable, such acquired Person’s directors and officers, at reasonable times during normal business hours.

                    “Eligible Assignee” or “Eligible Transferee” means (a) a commercial bank, commercial finance company or other asset-based lender, having total assets in excess of the Dollar Equivalent of $1,000,000,000; (b) any Lender listed on the signature page of the Credit Agreements; (c) any Affiliate of any Lender; and (d) if an Event of Default has occurred and is continuing, any Person reasonably acceptable to the Applicable Agent.

                    “Eligible Inventory” means, with respect to the US Collateral, Rental Fleet Assets and Sales Inventory of the US Borrowers and the US Subsidiary Guarantors which the Administrative Agent, in its capacity as the Administrative Agent under the US Credit Agreement, reasonably determines to be Eligible Inventory of the US Borrowers or the US Subsidiary Guarantors; and with respect to the UK Collateral, the Rental Fleet Assets and Sales Inventory of the UK Borrower and the UK Borrowing Base Parties which the UK Agent, in its capacity as UK Agent under the UK Credit Agreement, determines to be Eligible Inventory of the UK Borrower or the UK Borrowing Base Parties. Without limiting the discretion of the Administrative Agent or UK Agent, as applicable, to establish other criteria of ineligibility, Eligible Inventory shall not, unless the Administrative Agent or UK Agent, as applicable, in its sole discretion elects, include:

                    (a) any Inventory that is not owned by the applicable Credit Party or that is not leased by the applicable Credit Party pursuant to the terms of a Capital Lease;

                    (b) any Inventory that is not subject to the Applicable Agents’ Liens, which are perfected as to such Inventory, or that are subject to any other Lien whatsoever (other than the Liens described in clause (d) or (h) of the definition of Permitted Liens; provided that such Permitted Liens (i) are junior in priority to the Applicable Agents’ Liens or subject to Reserves and (ii) do not impair directly

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or indirectly the ability of the Applicable Security Agent to realize on or obtain the full benefit of the Collateral);

                    (c) any Inventory that does not consist of finished goods;

                    (d) any Inventory that consists of work-in-process, parts, tooling, chemicals, samples, prototypes, supplies, or packing and shipping materials;

                    (e) any Inventory that is not in rentable or salable condition, is unmerchantable, is defective, is being repaired, or does not meet all standards imposed by any Governmental Authority having regulatory authority over such goods, their use, lease or sale;

                    (f) any Inventory that is Sales Inventory that has been carried on the applicable Credit Party’s books as Sales Inventory for more than one (1) year and any Inventory that is not Sales Inventory and that has not been subject to a rental contract with a duration of equal to or greater than 18 days at least once during the preceding 21 completed calendar months, and thereafter any Inventory that is not Sales Inventory and that has not been subject to a rental contract with a duration of equal to or greater than 18 days at least once during the preceding 18 completed calendar months;

                    (g) any Inventory, with respect to a US Borrower or a US Subsidiary Guarantor, that is located outside the United States of America or with respect to the UK Borrower or a UK Borrowing Base Party, the United Kingdom of Great Britain and Northern Ireland or Canada (or in either case that is in-transit from vendors or suppliers);

                    (h) any Inventory, that, if not located at a customer’s premises under a valid and enforceable lease, is (i) located in a public warehouse if the warehouseman has not delivered to the Administrative Agent or the UK Agent, as applicable, a reasonably acceptable waiver and access agreement or a Reserve for storage charges and fees has not been established for Inventory at that location, (ii) in the possession of a bailee or Agency, if the bailee or Agency has not delivered to the Administrative Agent or the UK Agent, as applicable, a bailee agreement or agency access agreement, and the Applicable Borrower has not delivered to the Applicable Security Agent evidence of appropriate UCC or other applicable filings, and that it has taken all such other actions, necessary to protect the perfection and first priority of the Applicable Agent’s Liens, all in form and substance a reasonably satisfactory to the Applicable Security Agent, or (iii) located on premises subject only to an oral lease, to the extent that the net book value of all such Inventory located in such public warehouses or in the possession of such bailees or Agencies or on premises subject to an oral lease, in the aggregate, exceeds $250,000.

                    (i) any Inventory that contains or bears any Proprietary Rights licensed to a Borrower or any of its Subsidiaries by any Person, if the Administrative Agent or UK Agent, as applicable, is not reasonably satisfied that the Applicable Security Agent may sell or otherwise dispose of such Inventory in accordance with the terms of the Security Agreement or the UK Debenture and Section 9.2 of the Agreement without infringing the rights of the licensor of such Proprietary Rights or violating any contract with such licensor (and without payment of any royalties other than any royalties due with respect to the sale or disposition of such Inventory pursuant to the existing license agreement), and, as to which such Borrower or Subsidiary has not delivered to the Administrative Agent or UK Agent, as applicable, a consent or sublicense agreement from such licensor in form and substance reasonably acceptable to the Administrative Agent or UK Agent, as applicable, if requested;

                    (j) any Inventory that is not reflected in the details of current perpetual inventory reported in the applicable Credit Party’s computerized equipment file;

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                    (k) any Inventory (i) that is Rental Fleet Assets or Sales Inventory used by the Applicable Borrower or its Affiliates or (ii) that is placed on consignment for which an access agreement acceptable to the Applicable Security Agent has not been obtained from the consignor and appropriate financing statements have not been filed;

                    (l) any Inventory that has not been manufactured in accordance with, or does not meet, all standards imposed by any Governmental Authority;

                    (m) any Inventory, in the case of the UK Borrower or any Foreign Subsidiary, as to which title is retained by the seller thereof or which is subject to Romalpa provisions in favor of any Person;

                    (n) in respect of any US Borrower or any US Subsidiary Guarantor, any Inventory in respect of which any US Borrower or any US Subsidiary Guarantor shall not have complied with Section 16(a) or 16(b) of the US Security Agreement within the time periods specified therein;

                    (o) any Inventory that has been leased to a customer of any Borrower or any of its Subsidiaries pursuant to the terms of any capital lease, lease with a bargain purchase option, finance leasing program or purchase lease or similar program;

                    (p) the amount of accumulated depreciation of any such Inventory;

                    (q) any Inventory that is in transit from suppliers of the Applicable Borrower or its Affiliates; or

                    (r) any Inventory of any Borrower or any of its Subsidiaries that is a portable toilet.

                    If any Rental Fleet Asset or item of Sales Inventory at any time ceases to be Eligible Inventory, such Inventory shall promptly be excluded from the calculation of Eligible Inventory. In any Permitted Acquisition, if the Applicable Borrower acquires Rental Fleet Assets or a Person which owns Rental Fleet Assets then such Rental Fleet Assets may be included in Eligible Inventory if, (i) such Rental Fleet Assets meet all criteria of eligibility, (ii) if a Person which owns Rental Fleet Assets has been acquired, the Credit Parties shall have satisfied each condition with respect to designating such Person as a Credit Party under the US Credit Agreement or the UK Credit Agreement, as applicable, (iii) the US Credit Parties or the UK Credit Parties, as applicable, shall have permitted representatives of the Responsible Agent (at the expense of the US Borrowers or the UK Borrower, as applicable) to visit and inspect, and such representatives of the Responsible Agent shall have visited and inspected (or such right of visitation shall have been expressly waived by the Responsible Agent), any of the properties on which such acquired Rental Fleet Assets are located, to examine the corporate, financial and operating records with respect to such acquired Rental Fleet Assets or such acquired Person and make copies thereof or abstracts therefrom and to discuss such acquired Rental Fleet Assets or such acquired Person with the Applicable Credit Parties and, if applicable, such acquired Person’s, post-acquisition directors and officers, at reasonable times during normal business hours and (iv) and, if the aggregate purchase price is greater than or equal to $15,000,000, the Responsible Agent shall have received from the Appraiser a “desktop appraisal” of such Rental Fleet Assets acquired by the applicable Credit Parties or owned by such Person acquired by the applicable Credit Parties which shall be reasonably satisfactory in scope, form and substance to the Responsible Agent.

                     “Eligible Machinery and Equipment” means, with respect to US Collateral, all Machinery and Equipment (but not including any Rental Fleet Asset or item of Sales Inventory) owned by and used in the operation of the business of the US Borrowers and the US Subsidiary Guarantors; and, with respect

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to the UK Collateral, all Machinery and Equipment (but not including any Rental Fleet Asset or item of Sales Inventory) owned by and used in the operation of the business of the UK Borrower and the UK Subsidiary Guarantor. Without limiting the discretion of the Administrative Agent or UK Agent, as applicable, to establish other criteria of ineligibility, Eligible Machinery and Equipment shall not, unless the Administrative Agent or UK Agent, as applicable, in its sole discretion elects, include any Machinery and Equipment:

                    (a) that is not owned by the Borrowers and the Subsidiary Guarantors or that is not leased by the Borrowers and the Subsidiary Guarantors pursuant to the terms of a Capital Lease;

                     (b) that is not subject to the Applicable Agents’ Liens, which are perfected as to such Machinery and Equipment, or that are subject to any other Lien whatsoever (other than the Liens described in clause (d) or (h) of the definition of Permitted Liens; provided that such Permitted Liens (i) are junior in priority to the Applicable Agents’ Liens or subject to Reserves and (ii) do not impair directly or indirectly the ability of the Applicable Security Agent to realize on or obtain the full benefit of the Collateral);

                    (c) that is not in good condition, is unmerchantable, is defective, is being repaired, or does not meet all standards imposed by any Governmental Authority having regulatory authority over such Machinery and Equipment, their use or sale;

                    (d) that is not currently usable;

                    (e) with respect to the US Borrowers or any of their Subsidiaries, that is located outside the United States of America or, with respect to the UK Borrower or any of the Foreign Subsidiaries, the United Kingdom of Great Britain and Northern Ireland or Canada;

                    (f) in the case of the UK Borrower or any Foreign Subsidiary, as to which title is retained by the seller thereof or which is subject to Romalpa provisions in favor of any Person; or

                    (g) that is located in a public warehouse or in possession of a bailee or in a facility leased by such Borrower or an Agency, if the warehouseman, or the lessor has not delivered to the Administrative Agent or UK Agent, as applicable, if requested thereby, a landlord waiver and access agreement in form and substance reasonably satisfactory to the Administrative Agent or UK Agent, as applicable, or if a Reserve for rents or storage charges has not been established for Machinery and Equipment at that location or, with respect to an Agency location, a bailee letter and appropriate bailment filing.

                    If any Machinery and Equipment at any time ceases to be Eligible Machinery and Equipment, such Machinery and Equipment shall promptly be excluded from the calculation of Eligible Machinery and Equipment.

                    “Eligible Rental Fleet Assets” means Rental Fleet Assets that constitute Eligible Inventory.

                    “Eligible Sales Inventory” means Sales Inventory that constitutes Eligible Inventory.

                    “Eligible Sales Inventory Appraisal Date” means the date on which the Agents shall receive an appraisal of the Eligible Sales Inventory reasonably acceptable to the Agents in their reasonable credit judgment.

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                    “Environmental Claims” means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for a Release or injury to the environment.

                    “Environmental Compliance Reserve” means any reserve which the Administrative Agent or the UK Agent, as applicable, establishes after prior written notice to the Applicable Borrower Representative from time to time for amounts that are reasonably likely to be expended by a Credit Party in order for the Credit Parties and their operations and property (a) to comply with any notice from a Governmental Authority asserting material non-compliance with Environmental Laws, or (b) to correct any such material non-compliance identified in a report delivered to the Agents and the Lenders pursuant to Section 7.7 of the US Credit Agreement and Section 7.7 of the UK Credit Agreement.

                    “Environmental Laws” means all regional, national, federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority, as are now or hereafter in effect, in each case relating to environmental, health, safety and land use matters in any jurisdiction.

                    “Environmental Lien” means a Lien in favor of any Governmental Authority for (a) any liability under Environmental Laws, or (b) damages arising from, or costs incurred by such Governmental Authority in response to, a Release or threatened Release of a Contaminant into the environment.

                    “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and regulations promulgated thereunder.

                    “ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with a Credit Party within the meaning of Section 4001 of ERISA or is part of a group that includes a Credit Party and that is treated as a single employer under Section 414 of the Code.

                    “ERISA Event” means (a) a Reportable Event with respect to a Plan, (b) the failure by any Credit Party or ERISA Affiliate to make when due required contributions to a Plan, Multiemployer Plan or Foreign Pension Plan unless such failure is cured within 30 days, (c) a withdrawal by a Credit Party or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA, (d) a complete or partial withdrawal by a Credit Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization, (e) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Plan or Multiemployer Plan, (f) the occurrence of an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan, (g) the loss of a Plan’s qualification or tax exempt status or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Credit Party or any ERISA Affiliate.

                    “Euro” means the single currency of the European Union as constituted by the Treaty on European Union and as referred to in legislative measures of the European Union for the introduction of, changeover to or operation of the euro in one or more member states.

                    “Eurodollar Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, rounded upward to the next 1/100^th of 1%) in effect on such

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day applicable to member banks under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).

                    “European Union” means the European Union, and including in any case the countries of Austria, Belgium, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Slovakia, Slovenia, Spain, Sweden and the United Kingdom. It being understood that for purposes of clause (g) in the definition of “Eligible Accounts”, the following countries were admitted to the European Union after December 16, 2003: Cyprus, the Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia and Slovenia.

                    “Event of Default” has the meaning specified in Section 9.1.

                    “Exchange Act” means the Securities Exchange Act of 1934, and regulations promulgated thereunder.

                    “Exchange Rate” means on any day, with respect to Pounds Sterling, the rate at which Pounds Sterling may be exchanged into Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such Pounds Sterling. In the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and each US Borrower, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the Spot Rates of the market where its foreign currency exchange operations in respect of Pounds Sterling are then being conducted, at or about 10:00 a.m. (New York time) on such date for the purchase of Dollars for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the US Borrower Representative, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

                    “Executive Order 13224” means Executive Order 13224 signed into effect on September 23, 2001, as amended.

                    “Existing Indebtedness” means “Revolving Loans” as defined in the Existing US Credit Agreement and the Existing UK Credit Agreement which are outstanding on the Closing Date immediately prior to the effectiveness of the US Credit Agreement and the UK Credit Agreement.

                    “Existing UK Credit Agreement” means that certain UK credit agreement dated as of December 16, 2003, as amended on May 6, 2004 and on May 31, 2004, and as amended and restated pursuant to the amendment and restatement agreement dated December 30, 2005, among, inter alios, the financial institutions named therein as UK Lenders, Bank of America, N.A. as UK Agent, the UK Security Trustee and Ravenstock MSG Limited as the UK Borrower thereunder, as amended, supplemented or otherwise modified from time to time.

                    “Existing US Credit Agreement” means that certain Credit Agreement dated as of December 16, 2003, as amended on May 6, 2004 and on May 3, 2004, and as amended and restated pursuant to the amendment and restatement agreement dated December 30, 2005, among, the financial institutions named therein, Mobile Services, MSG and the other parties thereto, as amended supplemented or otherwise modified from time to time.

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                    “FASB 142” means Statement of Financial Accounting Standards No. 142 issued on June 29, 2001 by the Financial Standards Accounting Board.

                    “FDIC” means the Federal Deposit Insurance Corporation, and any Governmental Authority succeeding to any of its principal functions.

                    “Federal Funds Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a US Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding US Business Day as so published on the next succeeding US Business Day, and (b) if no such rate is so published on such next succeeding US Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Agent.

                    “Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any successor thereto.

                    “Fee Letter” has the meaning set forth in Section 2.4 of the US Credit Agreement.

                    “Financial Statements” means, according to the context in which it is used, the financial statements referred to in Sections 5.2 and 6.6 of the US Credit Agreement and/or Sections 5.2 and 6.6 of the UK Credit Agreement, or any other financial statements required to be given to the Lenders pursuant to this Agreement. For the avoidance of doubt, “Financial Statements” does not include any Latest Projection or any other projection.

                    “Fiscal Quarter” means a fiscal quarter in a Fiscal Year.

                    “Fiscal Year” means the Credit Parties’ fiscal year for financial accounting purposes. The current Fiscal Year of the Credit Parties will end on December 31, 2006.

                    “Fixed Assets” means the Machinery and Equipment and Real Estate of the Credit Parties.

                    “Fleet Utilization Rate” means the ratio expressed as a percentage of (i) the aggregate number of units of the Rental Fleet Assets of all the Credit Parties which are then hired out to customers or are pending pickups, in each case pursuant to valid and enforceable leases to (ii) the total number of units of Rental Fleet Assets owned or leased by the Credit Parties. For the avoidance of doubt, the Fleet Utilization Rate shall be calculated on the last business day of each Fiscal Quarter based (unless the Administrative Agent and the US Borrowers otherwise agree) on the business methodologies in effect as of the Closing Date.

                    “Foreign Pension Plan” means any plan, scheme, fund or other similar program established, maintained or contributed to outside the United States by any Credit Party primarily for the benefit of employees of the Credit Party residing or working outside the United States, which plan, fund or other similar program provides, or results in, retirement income, benefits in the event of ill-health, injury or death, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

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                    “Foreign Subsidiary” means any direct or indirect Subsidiary of the US Borrowers (a) organized under the laws of any jurisdiction other than the United States or any state thereof and (b) that is not a US Subsidiary.

                    “Foreign Subsidiary Guarantor” means each UK Credit Party party to the UK Guaranty.

                    “Fronting Fee” means the fronting fee payable by each of the UK Revolver Participants to the UK Fronting Lender ratably in accordance with their Pro Rata Share of the UK Revolver Participant Commitments in consideration for the fronting of UK Revolving Loans conducted by the UK Fronting Lender equal to interest, at a rate of 0.50% per annum on all UK Revolving Loans fronted by the UK Fronting Lender, in accordance with the UK Credit Agreement.

                    “Funding Date” means the date on which a Borrowing occurs.

                    “Funding UK Lender” means each UK Lender advancing UK Revolving Loans pursuant to Section 1.2 of the UK Credit Agreement.

                    “GAAP” means generally accepted accounting principles and practices set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession).

                    “General Intangibles” means, with respect to any Person all of such Person’s now owned or hereafter acquired general intangibles, choses in action and causes of action and all other intangible personal property of such Person of every kind and nature (other than Accounts), including all contract rights, payment intangibles, Proprietary Rights, corporate or other business records, inventions, designs, blueprints, plans, specifications, patents, patent applications, trademarks, service marks, trade names, trade secrets, goodwill, copyrights, computer software, customer lists, registrations, licenses, franchises, tax refund claims, any funds which may become due to such Person in connection with the termination of any Plan or other employee benefit plan or any rights thereto and any other amounts payable to such Person from any Plan or other employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof, property, casualty or any similar type of insurance and any proceeds thereof, proceeds of insurance covering the lives of key employees on which such Person is beneficiary, rights to receive dividends, distributions, cash, Instruments and other property in respect of or in exchange for pledged equity interests or Investment Property and any letter of credit, guarantee, claim, security interest or other security held by or granted to such Person.

                    “Goods” means, with respect to any Person all “goods” as defined in the UCC, now owned or hereafter acquired by such Person, wherever located, including embedded software to the extent included in “goods” as defined in the UCC, manufactured homes, standing timber that is cut and removed for sale and unborn young of animals.

                    “Governmental Authority” means any nation or government, any state, province, county or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing in any jurisdiction.

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                    “Guarantors” means, collectively, the US Borrowers in their capacity as guarantors under the UK Guaranty, the Subsidiary Guarantors and the Parent Guarantor.

                    “Guaranty” or “Guarantee” means, with respect to any Person, all obligations of such Person which in any manner directly or indirectly guarantee or assure, or in effect guarantee or assure, the payment or performance of any indebtedness, dividend or other obligations of any other Person (the “guaranteed obligations”), or assure or in effect assure the holder of the guaranteed obligations against loss in respect thereof, including any such obligations incurred through an agreement, contingent or otherwise: (a) to purchase the guaranteed obligations or any property constituting security therefor; (b) to advance or supply funds for the purchase or payment of the guaranteed obligations or to maintain a working capital or other balance sheet condition; or (c) to lease property or to purchase any debt or equity securities or other property or services.

                    “Hedge Agreement” means any and all transactions, agreements or documents now existing or hereafter entered into, which provides for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging a Borrower’s exposure to fluctuations in interest or exchange rates, loan, credit exchange, security or currency valuations or commodity prices.

                    “Increased Amount Date” has the meaning specified in Section 1.7.

                    “Incremental Assumption Agreement” means an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent and the US Borrower Representative, among each US Borrower, the Administrative Agent and one or more Incremental US Lenders.

                    “Incremental Amount” means, at any time, the excess, if any, of (a) $50.0 million over (b) the aggregate amount of all Incremental Commitments established prior to such time pursuant to Section 1.7.

                    “Incremental Commitment” means the commitment of any US Lender, established pursuant to Section 1.7, to make Incremental Loans to the US Borrowers.

                    “Incremental US Lender” means a US Lender with an Incremental Commitment or an outstanding Incremental Loan.

                    “Incremental Loans” means the Loans made by one or more US Lenders to the US Borrowers pursuant to Section 1.7.

                    “Instruments” means, with respect to any Person, all instruments, as such term is defined in the UCC, now owned or hereafter acquired by such Person.

                    “Intellectual Property” means all rights relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

                    “Intercompany Debt” means Debt owing by any Credit Party to any other Credit Party (other than the Parent Guarantor) or any Subsidiary thereof related to or resulting from present or future

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intercompany loans, advances or other indebtedness, whether created directly or acquired by assignment or otherwise, together with all interest, premiums and fees, if any, related thereto and any other amounts payable in respect thereof and all rights and remedies related thereto.

                    “Interest Period” means, as to any LIBOR Loan, the period commencing on the Funding Date of such Loan or on the Continuation/Conversion Date on which the Loan is converted into or continued as a LIBOR Loan, and ending on the date one, two, three or six months (or 9 or 12 months thereafter), if agreed to by all Lenders at the time of the relevant LIBOR Loan thereafter as selected by the Applicable Borrower Representative in its Notice of Borrowing, in the form attached hereto as Exhibit D, or Notice of Continuation/Conversion, in the form attached hereto as Exhibit E, provided that:

          (i) if any Interest Period would otherwise end on a day that is not an Applicable Business Day, that Interest Period shall be extended to the following Applicable Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the preceding Applicable Business Day;

          (ii) any Interest Period pertaining to a LIBOR Loan, that begins on the last Applicable Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Applicable Business Day of the calendar month at the end of such Interest Period; and

          (iii) no Interest Period shall extend beyond the Stated Termination Date.

                    “Interest Rate” means each or any of the interest rates, including the Default Rate, set forth in Section 2.1.

                    “Intermediary” means MSG WC Intermediary Co., a Delaware corporation.

                    “Inventory” means, with respect to any Person, all of such Person’s, now owned and hereafter acquired inventory, goods and merchandise, including new and used manufactured or remanufactured portable storage containers, portable storage trailers, cartage trailers and portable mobile office units or cabins, wherever located, leased by such Person as lessor or furnished by such Person under a contract of service or held by such Person to be furnished under any contract of service or held by such Person for sale or lease, all returned goods, raw materials, parts, work-in-process, finished goods (including embedded software), other materials and supplies of any kind, nature or description which are used or consumed in such Person’s business or used in connection with the packing, shipping, advertising, selling or finishing of such goods, merchandise, and all documents of title or other Documents representing them. For the avoidance of doubt, Inventory shall include Rental Fleet Assets and Sales Inventory.

                    “Investment Property” means, with respect to any Person, all of such Person’s right title and interest in and to any and all: (a) securities whether certificated or uncertificated; (b) securities entitlements; (c) securities accounts; (d) commodity contracts; or (e) commodity accounts.

                    “IPO” has the meaning specified in the definition of “Change of Control.”

                    “IRS” means the Internal Revenue Service and any Governmental Authority succeeding to any of its principal functions under the Code.

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                    “Joinder Agreement” means an agreement substantially in the form of Exhibit G hereto.

                    “Judgment Currency” has the meaning specified in Section 13.9.

                    “Latest Projections” means: (a) on the Closing Date and thereafter until the Applicable Agent receives new projections pursuant to Section 5.2(e) of the US Credit Agreement and Section 5.2(e) of the UK Credit Agreement, the projections of the financial condition, results of operations, and cash flows of the Credit Parties and Subsidiaries, for the period commencing on April 1, 2006 and ending on December 31, 2010 and delivered to the Administrative Agent prior to the Closing Date; and (b) thereafter, the projections most recently received by the Agents pursuant to Section 5.2(e) of the US Credit Agreement and Section 5.2(e) of the UK Credit Agreement.

                    “Lender” and “Lenders” shall mean each of the US Lenders and the UK Lenders and all of them, as applicable.

                    “Lender Parties” shall mean the Lenders and the Agents.

                    “Letter of Credit” has the meaning specified in Section 1.4(a) of the US Credit Agreement and Section 1.4(a) of the UK Credit Agreement, as applicable.

                    “Letter of Credit Exposure” means, with respect to any Lender, at any time, and without duplication, the sum of (a) the Dollar Equivalent of the amount of any Unpaid Drawings in respect of which such Lender has made (or is required to have made) payments to the Letter of Credit Issuer pursuant to Section 1.4 at such time and (b) such Lender’s Commitment Percentage of the Letter of Credit Outstanding at such time (excluding the portion thereof) consisting of Unpaid Drawings in respect of which the Lenders have made (or are required to have made) payments to the Letter of Credit Issue pursuant to Section 1.4.

                    “Letter of Credit Fee” has the meaning specified in Section 2.6 of the US Credit Agreement and Section 2.6 of the UK Credit Agreement, as applicable.

                    “Letter of Credit Issuer” means Wachovia Bank, National Association or any other financial institution or affiliate thereof reasonably acceptable to the Applicable Borrower Representative and the Administrative Agent that issues any Letter of Credit pursuant to the US Credit Agreement or the UK Credit Agreement, as applicable.

                    “Letter of Credit Outstanding” means, at any time, the sum of, without duplication, (a) the aggregate amount of all outstanding Letters of Credit and (b) the aggregate amount of all Unpaid Drawings in respect of all Letters of Credit.

                    “Letter of Credit Rights” means, with respect to any Person, “letter-of-credit rights” as such term is defined in the UCC, now owned or hereafter acquired by such Person, including rights to payment or performance under a letter of credit, whether or not such Person, as beneficiary, has demanded or is entitled to demand payment or performance.

                    “Letter of Credit Subfacility” means the Dollar Equivalent of $30,000,000.

                    “LIBOR Interest Payment Date” means, with respect to a LIBOR Loan, the Termination Date and the last day of each Interest Period applicable to such Loan or, with respect to each Interest Period of greater than three months in duration, the last day of the third month of such Interest Period and the last day of such Interest Period.

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                    “LIBOR Loans” means US LIBOR Revolving Loans and UK Sterling LIBOR Revolving Loans.

                    “Lien” means: (a) any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute, or contract, and including a security interest, charge, claim, or lien arising from a mortgage, deed of trust, encumbrance, standard security, pledge, hypothecation, assignment as collateral, assignation, deposit arrangement, agreement, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes; (b) to the extent not included under clause (a), any reservation, exception, encroachment, easement, right-of-way, covenant, condition, restriction, lease or other title exception or encumbrance affecting real property; and (c) any contingent or other agreement to provide any of the foregoing. For the avoidance of doubt, “Lien” shall not be deemed to include any license of Proprietary Rights.

                    “Loan Account” means the loan account of the Applicable Borrower, which account shall be maintained by the Administrative Agent.

                    “Loan Documents” means the US Loan Documents and the UK Loan Documents.

                    “Loans” means, collectively, all loans and advances provided for in Article 1 of the US Credit Agreement and the UK Credit Agreement, as applicable.

                    “Luxembourg Debt” means the Intercompany Debt of the (i) UK Borrower to the Luxembourg Subsidiary in an aggregate principal amount not to exceed £30,000,000 and (ii) the Luxembourg Subsidiary to UK-LP in an aggregate principal amount not to exceed £30,000,000.

                    “Luxembourg Restatement (Receivables) Agreement” means the restatement agreement dated on the date hereof between UK-LP and the UK Security Trustee relating to the restatement of the Luxembourg Security Agreement.

                    “Luxembourg Restatement (Shares) Agreement” means the restatement agreement dated on the date hereof between UK-LP, the Luxembourg Subsidiary and the UK Security Trustee relating to the restatement of the Luxembourg Share Charge.

                    “Luxembourg Security Agreement” means the receivables pledge agreement, dated as of August 1, 2006, and entered into by the UK Security Trustee and UK-LP, as restated by the Luxembourg Restatement (Receivables) Agreement, and as amended, restated, supplemented or otherwise modified from time to time.

                    “Luxembourg Security Documents” means the Luxembourg Share Charge, the Luxembourg Security Agreement and the UK Intercreditor Deed.

                    “Luxembourg Share Charge” means the share pledge agreement, dated as of August 1, 2006, and entered into by the UK Security Trustee, UK-LP and the Luxembourg Subsidiary, as restated by the Luxembourg Restatement (Shares) Agreement, and as amended, restated, supplemented or otherwise modified from time to time.

                    “Luxembourg Subsidiary” shall mean LIKO Luxembourg International S.a.r.l., a company organized under the laws of Luxembourg and a Wholly-owned indirect Subsidiary of the US Borrower.

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                    “Machinery and Equipment” of a Person means all of such Person’s now owned and hereafter acquired machinery, equipment, transportation equipment, furniture, furnishings, fixtures, and other tangible personal property (except Inventory), including embedded software, motor vehicles and trailers with respect to which a certificate of title has been issued, aircraft, dies, tools, jigs, molds and office equipment, as well as all of such types of property leased by such Person and all of the such Person’s rights and interests with respect thereto under such leases (including options to purchase); together with all present and future additions and accessions thereto, replacements therefor, component and auxiliary parts and supplies used or to be used in connection therewith, and all substitutes for any of the foregoing, and all manuals, drawings, instructions, warranties and rights with respect thereto; wherever any of the foregoing is located, but excluding Inventory of such Person.

                    “Mandatory Cost” means the percentage rate per annum calculated by the UK Agent in accordance with Annex B.

                    “Margin Stock” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.

                    “Material Adverse Effect” means a material adverse effect on (a) the Acquisition, (b) the business assets, property or condition (financial or otherwise) of the Parent Guarantor, each US Borrower and their Subsidiaries taken as a whole, (c) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder or (d) the ability of the Credit Parties to perform any of their material obligations under the Loan Documents.

                    “Material Compliance Issue” has the meaning specified in Section 7.7(a).

                    “Maximum Aggregate Eligible Sales Inventory Amount” means an amount equal to the Dollar Equivalent of $25,000,000; provided that upon the occurrence of the Eligible Sales Inventory Appraisal Date such amount will increase to the Dollar Equivalent of $35,000,000.

                    “Maximum Amount” means an amount equal to $300,000,000 subject to any increase pursuant to Section 1.7.

                    “Maximum Liability” is defined in Section 1.6(f).

                    “Maximum Rate” is defined in Section 2.3.

                    “Maximum UK Amount” means £85,000,000.

                    “Maximum US Amount” means the Maximum Amount minus the Dollar Equivalent of the UK Aggregate Outstandings.

                    “Mezzanine Debt” means, collectively, the senior subordinated indebtedness of the Parent Guarantor outstanding pursuant to the Mezzanine Notes permitted to be issued pursuant to the Loan Documents.

                    “Mezzanine Notes” means the unguaranteed senior subordinated notes due 2015 issued on the Closing Date by the Parent Guarantor in an aggregated face amount of $90,000,000, together with all instruments and other agreements entered into by the Parent Guarantor in connection therewith, as may be amended, supplemented, refinanced, replaced or otherwise modified from time to time pursuant to the Loan Documents.

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                    “Mobile Services” means Mobile Services Group, Inc., a Delaware corporation.

                    “Mobile Storage (UK)” means Mobile Storage (UK) Limited, a company formed under the laws of England and Wales.

                    “Mortgaged Property” has the meaning specified in Section 8.1(cc) of the US Credit Agreement.

                    “Mortgages” means and includes any and all of the mortgages, standard security, deeds of trust, deeds to secure debt, assignments and other instruments executed and delivered by the US Borrower or any other Credit Party to or for the benefit of the Applicable Security Agent and the Applicable Lenders, including the US Mortgages, by which the Applicable Security Agent, on behalf of the Applicable Lenders, acquires a Lien on the owned Real Estate or a collateral assignment of the applicable Credit Party’s interest under leases of Real Estate, and all amendments, modifications and supplements thereto.

                    “Motor Vehicle Trust Agreement” has the meaning set forth in the US Security Agreement.

                    “MSG” means Mobile Storage Group, Inc., a Delaware corporation.

                    “MSG Investments” means MSG Investments, Inc., a California corporation.

                    “Multicurrency Letter of Credit Sublimit” means the Dollar Equivalent of $5,000,000.

                    “Multiemployer Plan” means a “multiemployer plan” as defined in Sections 3(37) or 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately preceding six (6) years contributed to by any Borrower or any ERISA Affiliate.

                    “M&E Disposition Certificate” has the meaning specified in Section 5.2(k) of the US Credit Agreement and Section 5.2(k) of the UK Credit Agreement.

                    “Net Amount of Eligible Accounts” means, at any time, but without duplication of amounts already deducted in determining Eligible Accounts of the Applicable Borrower, the gross amount of Eligible Accounts of the Applicable Borrower less sales, excise or similar taxes, and less returns, discounts, claims, credits, allowances, rebates accrued or due, offsets, deductions, counterclaims, disputes and other defenses of any nature at any time issued, owing, granted, outstanding, available or claimed.

                    “Non-Consenting UK Lender” has the meaning specified in Section 11.1(g) of the UK Credit Agreement.

                    “Non-Consenting US Lender” has the meaning specified in Section 11.1(g) of the US Credit Agreement.

                    “Non-Guarantor Subsidiaries” shall mean any Subsidiary of the Parent Guarantor which has not become a guarantor under a Subsidiary Guaranty and is not required to become a Subsidiary Guarantor pursuant to either of the Credit Agreements.

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                    “Non-Ratable Loan” and “Non-Ratable Loans” have the meanings specified in Section 1.2(h)(1) of the US Credit Agreement and Section 1.2(h)(1) of the UK Credit Agreement, as applicable.

                    “Notice of Borrowing” has the meaning specified in Section 1.2(b) of the US Credit Agreement and Section 1.2(b) of the UK Credit Agreement, as applicable.

                    “Notice of Business Activities Report” shall mean any report required for the then current year by any state or jurisdiction as a condition to access the courts of such jurisdiction and in order to permit the Applicable Borrower to seek judicial enforcement in such jurisdiction of payment of any Account.

                    “Notice of Continuation/Conversion” has the meaning specified in Section 2.2(b) of the US Credit Agreement and Section 2.2(b) of the UK Credit Agreement, as applicable.

                    “Obligation” and “Obligations” means each of the US Obligations and UK Obligations and all of them.

                    “Orderly Liquidation Value” means the gross proceeds that would reasonably be expected from a properly advertised and conducted orderly liquidation sale of the applicable business and assets of the Applicable Borrower over a period not to exceed 15 months, as determined by the Appraiser in an appraisal in scope, form and substance satisfactory to the Administrative Agent.

                    “Other Taxes” means any present or future stamp or documentary taxes or duties or any other excise or property taxes, VAT or other charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, the US Credit Agreement, the UK Credit Agreement or any other Loan Document.

                    “Parent Guarantor” means MSG WC Holdings Corp., a Delaware corporation.

                    “Participant” has the meaning specified in Section 11.2(e) of the US Credit Agreement and Section 11.2(e) in the UK Credit Agreement, as applicable.

                    “Participation Fee” has the meaning specified in Section 2.1(b) of the UK Credit Agreement.

                    “Patent and Trademark Security Agreement” means, collectively, the patent and trademark security agreement, dated as of August 1, 2006, and entered into by the Administrative Agent and Mobile Services, as amended, restated, supplemented or otherwise modified from time to time and the patent and trademark security agreement, dated as of August 1, 2006, and entered into by the Administrative Agent and MSG, as amended, restated, supplemented or otherwise modified from time to time.

                    “Payment Account” means each bank account established pursuant to the US Security Agreement or the UK Debenture, to which the proceeds of Accounts and other Collateral of any Credit Party are deposited or credited, and which is maintained in the name of the Applicable Security Agent or a Credit Party, as the Applicable Security Agent may determine, on terms acceptable to the Applicable Security Agent.

                    “PBGC” means the Pension Benefit Guaranty Corporation or any Governmental Authority succeeding to the functions thereof.

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                    “Permitted Acquisitions” means an acquisition of all or substantially all of the assets, a unit or division or a line of business or all of the Capital Stock of any Person pursuant to a transaction or any series of related transactions; provided that (a) no Default or Event of Default shall have occurred and be continuing on the date such Permitted Acquisition is consummated, immediately before or after giving effect thereto, (b) the business acquired (or Person acquired) is principally engaged in a Similar Business, (c) after giving effect to such Permitted Acquisition and the consideration to be paid (including Debt and other liabilities and obligations assumed or acquired) in connection with such Permitted Acquisition (i) if the acquiror is the UK Borrower or UK Subsidiary, UK Availability must be at or above the Dollar Equivalent of $15,000,000 or (ii) if the acquiror is a US Borrower or US Subsidiary, US Availability must be at or above the Dollar Equivalent of $15,000,000 and (iii) in any case, Total Excess Availability must be at or above the Dollar Equivalent of $30,000,000; provided further that if the consideration to be paid (including Debt and other liabilities and obligations assumed or acquired) in connection with such Permitted Acquisition is to be at or above the Dollar Equivalent of $15,000,000, the Required Lenders shall have given their prior written consent to such Permitted Acquisition.

                    “Permitted Liens” means:

                    (a) Liens (including statutory Liens) for taxes not delinquent and Liens (including statutory Liens) for taxes which are due and payable in an amount not to exceed the Dollar Equivalent of $500,000 provided that the payment of such taxes which are due and payable is being contested in good faith and by appropriate proceedings diligently pursued and as to which adequate financial reserves have been established in accordance with GAAP on the books and records of the Parent Guarantor or its Subsidiaries, as applicable, and a stay of enforcement of any such Lien is in effect;

                    (b) the Agents’ Liens and any Liens created by this Agreement or the Loan Documents;

                    (c) Liens consisting of deposits made in the ordinary course of business in connection with, or to secure payment of, obligations under worker’s compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of Debt) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of Debt) or to secure statutory obligations (other than liens arising under ERISA or Environmental Liens) or surety or appeal bonds, or to secure indemnity, performance or other similar bonds;

                    (d) Liens securing the claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons, provided that if any such Lien arises from the nonpayment of such claims or demand when due, such claims or demands do not exceed the Dollar Equivalent of $500,000 in the aggregate, or (ii) are being contested in good faith by appropriate proceedings diligently pursued and as to which adequate financial reserves have been established in accordance with GAAP on the books or records of the Borrowers or their Subsidiaries;

                    (e) Liens constituting encumbrances in the nature of reservations, exceptions, encroachments, easements, rights of way, covenants running with the land, condition restrictions, zoning, building codes and other land use laws or environmental restrictions regulating the use or occupancy of any Real Estate or the activities conducted thereon which are imposed by any governmental authority having jurisdiction over such Real Estate which are not violated by the current use or occupancy of such Real Estate or the operation of the business or any violation of which would not have a material adverse effect on the business and other similar title exceptions, charges, defects in title or encumbrances affecting any Real Estate (other than UK Property); provided that they do not in the aggregate materially

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detract from the value of the Real Estate or materially interfere with its use in the ordinary course of a business of the Borrowers or any of their Subsidiaries;

                    (f) Liens arising from judgments and attachments in connection with court proceedings; provided that the attachment or enforcement of such Liens would not result in an Event of Default hereunder and such Liens are being contested in good faith by appropriate proceedings, adequate reserves have been set aside and no material property is subject to a material risk of loss or forfeiture and the claims in respect of such Liens are fully covered by insurance (subject to ordinary and customary deductibles) and a stay of execution pending appeal or proceeding for review is in effect;

                    (g) any Lien in existence on the date hereof and disclosed on Schedule 7.13 to the Agreement and any Liens securing refinanced Debt permitted by Section 7.13(d) hereof;

                    (h) Liens reflected by Uniform Commercial Code financing statements filed in respect of true leases and not financing leases of any Credit Party or Liens resulting from financing statements on form UCC-1 filed erroneously or without proper authorization;

                    (i) Liens referred to in the UK Properties Report on Title;

                    (j) Liens securing Capital Leases and Debt permitted by clauses (b), (c), (d), (h), (j)(i), (k) and (l) of Section 7.13 of the Agreement;

                    (k) Liens in favor of the Borrowers or any of the Subsidiary Guarantors;

                    (l) purchase money liens attached to assets acquired in the ordinary course of business of the Borrowers and its Subsidiaries, provided that such liens cover only the assets so acquired;

                    (m) inchoate statutory Liens arising under ERISA incurred in the ordinary course of business;

                    (n) leases or subleases granted to other that do not materially interfere with the ordinary course of business of the Borrower and its Subsidiaries, taken as a whole, or the rights and remedies of the Administrative Agent in respect of the Collateral;

                    (o) Liens existing on the assets of any Person that becomes a Subsidiary Guarantor, or existing on assets acquired, pursuant to a Permitted Acquisition; provided that such Liens attach at all times only to the same assets that such Liens attached to immediately prior to such Permitted Acquisition;

                    (p) Liens on cash deposits and other funds maintained with a depositary institution, in each case arising in the ordinary course of business by virtue of any statutory or common law provision relating to banker’s liens, including Section 4-210 of the UCC;

                    (q) Liens arising from the rights of lessors under leases (including financing statements regarding property subject to lease);

                    (r) Liens in favor of customs and revenue authorities in connection with custom duties;

                    (s) Liens securing insurance premium financing; provided that such Liens do not extend to any property or assets other than the insurance policies and proceeds thereof; and

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                    (t) Liens on assets of the Borrower or any Subsidiaries with respect to obligations (other than in respect of Debt) that do not exceed $2,000,000 at any one time outstanding; provided that the assets subject to such Lien shall not exceed at any time $2,000,000 in the aggregate.

                    “Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, Governmental Authority, or any other entity.

                    “Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) which the US Borrower or any of its Subsidiaries sponsors or maintains or to which the US Borrower or any of its Subsidiaries makes, is making, or is obligated to make contributions and includes any Pension Plan (as defined in Section 3(2) of ERISA).

                    “Pounds Sterling” and “£” each mean lawful currency of the United Kingdom. Unless otherwise specified, all payments under the Loan Documents by the UK Credit Parties shall be made in Pounds Sterling.

                    “Preferred Stock” means any Capital Stock with preferential rights of payment of dividends, rights to mandatory redemption or other distributions or upon liquidation, dissolution, or winding up.

                    “Prior Claims” means all Liens created by applicable laws (in contrast to those granted voluntarily) which rank or are capable of ranking prior or pari passu with the Agents’ Liens against all or part of the Collateral, including for amounts owing for vacation pay, employee remuneration, deductions and contributions, goods and services taxes, sales taxes, VAT, corporate taxes, realty taxes, business taxes, workers’ compensation, pension plan or fund obligations, overdue rents and remuneration and expenses incurred in insolvency or similar proceedings and all UK Preferential Claims.

                    “Pro Forma EBITDA” means, with respect to any fiscal period, EBITDA for Mobile Services and its Subsidiaries for such period plus, for each Permitted Acquisition consummated during such period, an amount (each a “Pro Forma Adjustment Amount”) equal to the EBITDA of each such Person or business so acquired (to the extent not otherwise included in the EBITDA for the Credit Parties and their Subsidiaries), calculated on a pro forma basis, as if the Permitted Acquisition had occurred on the first day of such period and calculated by the Applicable Borrower based on financial information related to such Person or business so acquired, including tax returns, which the US Borrower Representative (in the case of acquisitions by the US Credit Parties) or the UK Borrower (in the case of acquisitions by the UK Borrower and the UK Borrowing Base Parties) has reasonably determined to be satisfactory to support the calculation of the consolidated EBITDA of such Person or business so acquired, on a pro forma basis;

provided that the aggregate Pro Forma Adjustment Amounts that may be so added to EBITDA of Mobile Services and its Subsidiaries in connection with all acquisitions of any Persons or businesses with respect to any fiscal period shall in any event not exceed, in aggregate, $4,000,000 plus any additional amount approved by the Administrative Agent in its sole discretion. Together with each Compliance Certificate delivered as set forth above, the US Borrower Representative or the UK Borrower shall deliver to the Administrative Agent and the UK Agent the financial information related to such Person or business so acquired, including tax returns, if any, upon which the US Borrower Representative (in the case of acquisitions by the US Credit Parties) or the UK Borrower (in the case of acquisitions by the UK Borrower and the UK Borrowing Base Parties) has based its determinations as to the calculation of the consolidated EBITDA of such Person or business so acquired.

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                    “Proposed Changes” has the meaning specified in Section 11.1(g).

                    “Proprietary Rights” means all of the Applicable Borrower’s now owned and hereafter arising or acquired: licenses, franchises, permits, patents, patent rights, copyrights, works which are the subject matter of copyrights, trademarks, service marks, trade names, trade styles, patent, trademark and service mark applications, and all licenses and rights related to any of the foregoing, including those patents, trademarks, service marks, trade names and copyrights set forth on Schedule 6.12 hereto, and all other rights under any of the foregoing, all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any of the foregoing, and all rights to sue for past, present and future infringement of any of the foregoing.

                    “Pro Rata Share” means, as of any date,

                    (a) with respect to the Pro Rata Share ascribed to any US Lender, a fraction (expressed as a percentage), the numerator of which is the amount of such US Lender’s US Commitments and the denominator of which is the sum of the amounts of all of the US Lenders’ US Commitments, or if no US Commitments are outstanding, a fraction (expressed as a percentage), the numerator of which is the amount of US Obligations owed to such US Lender and the denominator of which is the aggregate amount of the US Obligations owed to all of the US Lenders, in each case giving effect to the US Lenders’ participation in Non-Ratable Loans and Agent Advances,

                    (b) with respect to the Pro Rata Share ascribed to any UK Lender, a fraction (expressed as a percentage), the numerator of which is the amount of such UK Lender’s UK Commitments and the denominator of which is the sum of the amounts of all of the UK Lenders’ UK Commitments, or if no UK Commitments are outstanding, a fraction (expressed as a percentage), the numerator of which is the amount of UK Obligations owed to such UK Lender and the denominator of which is the aggregate amount of the UK Obligations owed to all of the UK Lenders, in each case giving effect to the UK Lenders’ participation in Non-Ratable Loans and Agent Advances,

                    (c) with respect to the Pro Rata Share ascribed to any Lender (without reference to such Lender being a US Lender or a UK Lender), a fraction (expressed as a percentage), the numerator of which is the amount of such Lender’s Aggregate Commitments and the denominator of which is the sum of the amounts of all of the Lenders’ Aggregate Commitments, or if no US Commitments and no UK Commitments are outstanding, a fraction (expressed as a percentage), the numerator of which is the amount of Obligations owed to such Lender and the denominator of which is the aggregate amount of the Obligations owed to all of the Lenders, in each case giving effect to the Lenders’ participation in Non-Ratable Loans and Agent Advances.

                    “Public Debt” means any unsecured Debt offered or sold (i) without registration pursuant to the Securities Act in transactions qualifying for a resale exemption under the Securities Act pursuant to Rule 144A or Regulation S of the Securities Act, or (ii) pursuant to registration under the Securities Act.

                    “Put Date” has the meaning specified in Section 1.7 of the UK Credit Agreement.

                    “Put Notice” has the meaning specified in Section 1.7 of the UK Credit Agreement.

                    “Ravenstock” means Ravenstock MSG Limited, a company formed under the laws of England and Wales.

                    “Ravenstock Tam Hire” means Ravenstock Tam (Hire) Limited, a company formed under the laws of England and Wales.

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                    “Real Estate” means, with respect to any Person, all of such Person’s now or hereafter owned or leased estates, or other interests, in real property or heritable property, including all fees, leaseholds and future interests, together with all of such Person’s now or hereafter owned or leased interests in the improvements thereon, the fixtures attached thereto and the easements or servitudes appurtenant thereto.

                    “Refinancing” means the following transactions referred to collectively: (a) termination of the Existing US Credit Agreement and Existing UK Credit Agreement, (b) payment of any principal, interest, fees or other amounts owing thereunder, and (c) all other transactions related thereto.

                    “Release” means a release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration of a Contaminant into the indoor or outdoor environment or into or out of any Real Estate or other property, including the movement of Contaminants through or in the air, soil, surface water, groundwater or Real Estate or other property.

                    “Rental Fleet Assets” as distinguished from Sales Inventory, means Inventory of the applicable Credit Parties consisting of new and used manufactured or remanufactured portable storage containers, portable storage trailers, cartage trailers, and portable mobile office units or cabins owned by the applicable Credit Parties and in the ordinary course of business either (a) held for lease or to be furnished under a contract of service or (b) leased to a customer by the applicable Credit Parties as lessor or furnished by the applicable Credit Parties to a customer under a contract of service.

                    “Replies to Enquiries” means replies to enquiries of the legal and beneficial owner of the UK Property to which the enquiries relate in the forms referred to in the UK Properties Report on Title and dated August 1, 2006.

                    “Reportable Event” means, any of the events set forth in Section 4043(b) of ERISA or the regulations thereunder, other than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.

                    “Required Lenders” means at any date of determination Lenders holding, in the aggregate, more than 50% of the sum of (a) the US Commitments (or, if no US Commitments are outstanding, the amount of Obligations owed to all US Lenders) and, (b) the UK Commitments (or if no UK Commitments are outstanding the amount of Obligations owed to all UK Lenders).

                    “Requirement of Law” means, as to any Person, any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon the Person or any of its property or to which the Person or any of its property is subject.

                    “Reserves” means, without duplication, reserves that limit the availability of credit under the (I) US Credit Agreement, consisting of reserves against US Availability or the US Borrowing Base, established by the Administrative Agent from time to time in the Administrative Agent’s reasonable credit judgment and (II) the UK Credit Agreement, consisting of reserves against UK Availability or the UK Borrowing Base, established by the UK Agent from time to time in the UK Agent’s sole credit judgment. Without limiting the generality of the foregoing, the following reserves shall be deemed to be a reasonable exercise of the Administrative Agent’s credit judgment and within the discretion of the UK Agent in its sole credit judgment: (a) Bank Product Reserves, (b) a reserve for accrued, unpaid interest on the Obligations, (c) reserves in the amount of two-months rent in respect of leased locations, warehouses or an Agency’s premises leased by a US Credit Party for which a waiver and access agreement reasonably acceptable to Administrative Agent has not been obtained from the landlord or the landlord of the Agency

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and reserves in the amount of three-months rent in respect of leased locations, warehouses or an Agency’s premises leased by a UK Credit Party for which a waiver and access agreement acceptable to Administrative Agent has not been obtained from the landlord or the landlord of the Agency, (d) Inventory shrinkage, (e) Environmental Compliance Reserves, (f) customs charges, (g) dilution, (h) warehousemen’s or bailees’ charges, (i) reserves for Prior Claims, (j) reserves for any Debt or other obligations outstanding under any Capital Lease or lease which contains a no-cost purchase option, (k) during any period in which Total Excess Availability is not greater than or equal to $30,000,000, reserves, from time to time, for the next payment due under the Welsh Carson Management Agreement, (l) reserves in the amount of two-months mortgage payments in respect of owned Real Estate subject to a mortgage or deed of trust for which a mortgagee waiver and access agreement acceptable to the Administrative Agent shall not have been obtained, (m) US Trailer Reserves and (n) Appraisal Reserves. Neither the Administrative Agent nor the UK Agent will establish Reserves after the Closing Date on account of any circumstances, conditions, events or contingencies known to the Administrative Agent or the UK Agent on or prior to the Closing Date and which have not changed in a material respect since the Closing Date; provided, however, that to the extent the Administrative Agent or the UK Agent establishes new criteria or revises existing criteria in respect of existing Reserves to address any circumstances, conditions, events or contingencies, neither the Administrative Agent nor the UK Agent shall establish a new Reserve or increase another Reserve for the same purpose. Any Reserve established or increased by the Administrative Agent or the UK Agent shall in any case have a reasonable relationship to the circumstances, condition, event or contingency which is the basis for such Reserve, as reasonably determined by the Administrative Agent and the UK Agent in good faith according to its reasonable credit judgment.

                    “Responsible Agent” means (a) with respect to matters relating to the US Credit Agreement, the Administrative Agent and (b) with respect to matters relating to the UK Credit Agreement, the UK Agent.

                    “Responsible Officer” of any Person means the chairman, president, chief executive officer, chief financial officer, chief operating officer, general counsel, executive vice president or vice president, or any other senior officer having substantially the same authority and responsibility; or, with respect to compliance with financial covenants and the preparation of the Borrowing Base Certificates, the chief financial officer or the director of finance of the Applicable Borrower, or any other officer having substantially the same authority and responsibility.

                    “Restricted Investment” means, as to any Credit Party, any acquisition of property by such Credit Party in exchange for cash or other property, whether in the form of an acquisition of stock, debt, or other indebtedness or obligation, or the purchase or acquisition of any other property, or a loan, advance, capital contribution, or subscription, except the following acquisitions that are permitted by Credit Parties other than the Parent Guarantor; provided that nothing in this definition shall prevent or restrict the Parent Guarantor from consummating the Acquisition:

                    (a) acquisitions of Machinery and Equipment, Rental Fleet Assets and Fixed Assets to be used in the ordinary course of business of such Credit Party so long as the acquisition costs thereof constitute Capital Expenditures permitted hereunder;

                    (b) acquisitions of Sales Inventory in the ordinary course of business of such Credit Party;

                    (c) acquisitions of current assets acquired in the ordinary course of business of such Credit Party;

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                    (d) cash, cash equivalents, and direct obligations of the United States of America, or any agency thereof, or obligations guaranteed by the United States of America, provided that such obligations mature within one year from the date of acquisition thereof;

                    (e) acquisitions of certificates of deposit maturing within one year from the date of acquisition, bankers’ acceptances, Eurodollar bank deposits, or overnight bank deposits, in each case issued by, created by, or with a bank or trust company organized under the laws of the United States of America or any state thereof having capital and surplus aggregating at least $100,000,000;

                    (f) acquisitions of commercial paper given a rating of “A2” or better by Standard & Poor’s Corporation or “P2” or better by Moody’s Investors Service, Inc. and maturing not more than 90 days from the date of creation thereof;

                    (g) Hedge Agreements;

                    (h) Intercompany Debt permitted hereunder;

                    (i) Permitted Acquisitions for which the consideration is paid in (i) Capital Stock of the Parent Guarantor or (ii) cash (including the amount of any Debt or other obligations or liabilities assumed or acquired in connection with such Permitted Acquisition) and the fair market value of such consideration does not exceed:

                              (A) in the Fiscal Year ended December 31, 2006 (taking into account all Permitted Acquisitions occurring in Fiscal Year 2006 occurring prior to the Closing Date), the Dollar Equivalent of $50,000,000;

                              (B) in the Fiscal Year ended December 31, 2007, the Dollar Equivalent of $50,000,000;

                              (C) in the Fiscal Year ended December 31, 2008, the Dollar Equivalent of $55,000,000;

                              (D) in the Fiscal Year ended December 31, 2009, the Dollar Equivalent of $60,000,000;

                              (E) in the Fiscal Year ended December 31, 2010, the Dollar Equivalent of $65,000,000; and

                              (F) in the Fiscal Year ended December 31, 2011, the Dollar Equivalent of $70,000,000;

in each case plus the Capital Expenditure to Acquisition Transfer Amount and less the Acquisition to CapEx Transfer Amount in any Fiscal Year (the “Maximum Permitted Acquisitions Amount”); provided that (1) the US Borrower shall, and shall cause its Subsidiaries to, comply with the requirements of Sections 7.31 and 7.32 with respect to each such acquisition, and (2) such Maximum Permitted Acquisitions Amount for any Fiscal Year shall be increased by an amount equal to the sum of (X) the excess, if any of (A) the Maximum Permitted Acquisitions Amount for the previous Fiscal Year (without giving effect to any adjustment in accordance with this proviso) over the amount of Permitted Acquisitions actually made during the immediately preceding Fiscal Year (the “Acquisition Carry Forward Amount”), up to an aggregate maximum increase equal to the Dollar Equivalent of $15,000,000 for such Fiscal Year (any such amount to be certified by the US Borrower Representative to the

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Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of the previous fiscal year); provided further that, notwithstanding the foregoing restrictions, any Permitted Acquisition or portion thereof (including all costs, fees and other related expenses) funded solely by the issuance of Capital Stock, net cash proceeds and/or marketable securities received by the US Borrower from the issuance of Capital Stock (but not Preferred Stock other than Preferred Stock of the Parent Guarantor which complies with Section 7.34) of the Parent Guarantor shall not be counted in the calculation of such limitations;

                    (j) acquisitions of Real Estate, subject to compliance with Sections 7.26 and 7.33;

                    (k) transactions between the US Borrowers and Ravenstock subject to compliance with Section 7.15(e);

                    (l) transactions that would otherwise be Restricted Investments existing as of the Closing Date, and any extensions, renewals or reinvestments thereof, so long as the aggregate amount thereof is not increased at any time above the amount existing on the Closing Date;

                    (m) acquisition or holding of assets received in connection with the bankruptcy or reorganization of trade creditors, trade counterparties, suppliers or customers and in settlement of delinquent obligations of, and other disputes with, customers;

                    (n) the acquisition or holding of the Capital Stock and Intercompany Debt in any Borrower and each of their Subsidiaries by Parent Guarantor and each of its Subsidiaries;

                    (o) acquisitions made to repurchase or retire common stock of any Borrower or any of its Subsidiaries owned by any employee stock ownership plan or key employee, directors and officers, or other stock ownership plans of any Borrower or any of its Subsidiaries;

                    (p) acquisition of assets pursuant to transaction described in Sections 7.9, 7.15 or 7.20 or resulting from transactions permitted in Sections 7.13(c), (k), (l) or (m);

                    (q) workers’ compensation, utility, lease and similar deposits and prepaid expenses in the ordinary course of business, and the endorsement of instruments for collection or deposit in the ordinary course of business;

                    (r) transactions arising from agreements providing for adjustment of the purchase price, deferred payment, earnout or similar obligations, in each case, in connection with the disposal or acquisition of any business or assets not prohibited hereunder; and

                    (s) loans and advances to employees, directors or officers of any Borrower or its Subsidiaries for any purpose not to exceed the principal amount of $3,000,000 in the aggregate at any time outstanding.

                    “Revolving Loans” means the US Revolving Loans and the UK Revolving Loans.

                    “Sales Inventory” means Inventory, other than Rental Fleet Assets, of the applicable Credit Parties, which is held for sale to customers in the ordinary course of such Credit Parties’ business.

                    “Second Lien Security Agreement” means the second lien security agreement, dated as of August 1, 2006, entered into by and among, the Administrative Agent, MSG Asset Trust, in its capacity as agent for and on behalf of the Administrative Agent and the Lenders, MSG, Mobile Services, ABMSC,

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Mobile Services, the Parent Guarantor, Texas LP and MSG Investments, as amended, restated, supplemented or otherwise modified from time to time.

                    “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

                    “Senior Unsecured Note Indenture” means the Indenture entered into by Mobile Services, MSG and the guarantors in respect thereof in connection with the issuance of the Senior Unsecured Notes, together with all instruments and other agreements entered into by the Mobile Services and such guarantors in connection therewith.

                    “Senior Unsecured Notes” means the senior unsecured notes of Mobile Services and MSG issued on the Closing Date pursuant to the Senior Subordinated Note Indenture.

                    “Senior Unsecured Noteholders” shall mean the holders from time to time of the Senior Unsecured Notes.

                    “Set Off” includes any right of retention, claim of compensation or right to balance accounts on insolvency.

                    “Settlement” and “Settlement Date” have the meanings specified in Section 12.15(a)(ii) of the US Credit Agreement and Section 12.14(a)(ii) of the UK Credit Agreement.

                    “Similar Business” means the same line of business or business activities that are substantially similar or related to the business of the Borrowers as existing on the Closing Date.

                    “Software” means, with respect to any Person, all “software” as such term is defined in the UCC, now owned or hereafter acquired by such Person, other than software embedded in any category of Goods, including all computer programs and all supporting information provided in connection with a transaction related to any program.

                    “Solvent” means, when used with respect to any Person, that at the time of determination:

                    (a) the assets of such Person, at a fair valuation, are in excess of the total amount of its debts (including contingent liabilities); and

                    (b) the present fair saleable value of its assets is greater than its probable liability on its existing debts as such debts become absolute and matured; and

                    (c) it is then able and expects to be able to pay its debts (including contingent debts and other commitments) as they mature; and

                    (d) it has capital sufficient to carry on its business as conducted and as proposed to be conducted.

                    For purposes of determining whether a Person is Solvent, the amount of any contingent liability shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

                    “Spot Rate” for any applicable currency means the rate quoted by the Administrative Agent as the spot rate for the purchase by the Administrative Agent of the applicable currency with

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Dollars or Dollars with the applicable currency, as the case may be, at approximately 9:00 a.m. (Administrative Agent’s local time) on such date as of which the foreign exchange computation is made for delivery two US Business Days later.

                    “Stated Termination Date” means August 1, 2011.

                    “Sterling Equivalent” means, at any time, (a) as to any amount denominated in Pounds Sterling, the amount thereof at such time and (b) as to any amount denominated in Dollars or any other currency other than Pounds Sterling, the equivalent amount in Pounds Sterling as determined by the Administrative Agent at such time on the basis of the Spot Rate for the purchase of Pounds Sterling with Dollars or such other currency on the most recent computation date.

                    “Subsidiary” of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than fifty percent (50%) of the Voting Stock or other equity interests (in the case of Persons other than corporations), is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof. Unless the context otherwise clearly requires, references herein to a “Subsidiary” refer to a Subsidiary of the Parent Guarantor.

                    “Subsidiary Guarantors” means all US Subsidiaries and Foreign Subsidiaries which are or become a party to a Subsidiary Guaranty; provided that MSG Investments and any Foreign Subsidiaries shall not be Subsidiary Guarantors with respect to the Obligations of the US Borrowers.

                    “Subsidiary Guaranty” means each of the US Subsidiary Guaranty and the UK Guaranty, which have been executed and delivered by one or more US Subsidiary Guarantors and /or one or more Foreign Subsidiary Guarantors to guarantee, for the benefit of the Agents, the UK Security Trustee and the Lenders, as applicable the Obligations of the US Borrower and/or the UK Borrower.

                    “Supporting Obligations” means all supporting obligations as such term is defined in the UCC, including letters of credit and guaranties issued in support of Accounts, Chattel Paper, Documents, General Intangibles, Instruments, or Investment Property.

                    “Taxes” means any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, including value added taxes but excluding, in the case of each Lender and each Agent, such taxes (including income taxes or franchise taxes) as are imposed on or measured by each Agent’s or Lenders’ net income as a result of a connection between such Agent or Lender and the jurisdiction of the governmental authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Agent or Lender having executed, delivered or performed its obligations or received a payment under, or enforced by, the US Credit Agreement or the UK Credit Agreement).

                    “Termination Date” means the earliest to occur of (i) the Stated Termination Date, (ii) the date the Total Facility is terminated either by the Borrowers pursuant to Section 3.2 or by the Required Lenders pursuant to Section 9.2), and (iii) the date the Agreement is otherwise terminated for any reason whatsoever pursuant to the terms of the Agreement.

                    “Texas-LP” means Mobile Storage Group (Texas), L.P., a Texas limited partnership.

                    “Title Insurance Company” has the meaning specified in Section 8.1(cc) of the US Credit Agreement.

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                    “Total Excess Availability” means, at any time, the lesser of (i) the Maximum Amount minus Aggregate Outstandings or (ii) Aggregate Availability.

                    “Total UK Facility” has the meaning specified in Section 1.1 of the UK Credit Agreement.

                    “Total US Facility” has the meaning specified in Section 1.1 of the US Credit Agreement.

                    “Transaction Documents” shall mean, collectively, the Loan Documents and the Senior Unsecured Note Indenture.

                    “Transferee” has the meaning specified in Section 11.2(a) of the UK Credit Agreement.

                    “Tudorgrade” means Tudorgrade (Container Repairs) Limited, a company formed under the laws of England and Wales.

                    “UCC” means the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws of which are required as a result thereof to be applied in connection with the issue of perfection of security interests; provided, that to the extent that the UCC is used to define any term herein or in any other documents and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern.

                    “UK 2006 Debenture” means the debenture, dated as of August 1, 2006, and entered into by Ravenstock, Mobile Storage (UK), the Luxembourg Subsidiary, and Ravenstock Tam Hire, among others, and any document entered into pursuant thereto, as amended, restated, supplemented or otherwise modified from time to time.

                    “UK 2006 Share Charge” means the share charge, dated as of August 1, 2006, and entered into by the UK Security Trustee and MSG and Mobile Services, as amended, restated, supplemented or otherwise modified from time to time.

                    “UK Advance Rate” means, (a) from the date hereof until such time as an appraisal by the Appraiser of the Rental Fleet Assets of the UK Borrower and the UK Borrowing Base Parties is delivered to the Administrative Agent (such appraisal to be reasonably satisfactory to the Administrative Agent), 100% and (b) thereafter, upon the receipt from time to time by the Administrative Agent of an appraisal pursuant to Section 7.4(d), a percentage equal to (a) the lesser of (i) 90% of the Orderly Liquidation Value of the Eligible Rental Fleet Assets of the UK Borrower and the UK Borrowing Base Parties set forth in such appraisal or (ii) 100% of the net book value, determined in accordance with GAAP, of such Eligible Rental Fleet Assets of the UK Borrower and the UK Borrowing Base Parties divided by (b) the aggregate net book value of the Eligible Rental Fleet Assets of the UK Borrower and the UK Borrowing Base Parties.

                    “UK Agent” means The CIT Group/Business Credit, Inc., solely in its capacity as agent for the UK Lenders, and any successor agent.

                    “UK Agents” means, collectively, the Administrative Agent, the UK Agent, the Solicitation Agent, the Documentation Agents, if any, and the UK Security Trustee.

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                    “UK Agents’ Liens” means the Liens in the UK Collateral granted to the UK Security Trustee for the benefit of the UK Lenders, and UK Agents pursuant to the UK Credit Agreement and the other UK Loan Documents.

                    “UK Aggregate Outstandings” means, without duplication, at any date of determination the Sterling Equivalent of an amount equal to: the sum of (a) the unpaid balance of UK Revolving Loans, (b) the aggregate amount of UK Pending Revolving Loans, (c) one hundred percent (100%) of the aggregate undrawn face amount of all outstanding Letters of Credit issued in respect of the UK Borrower, and (d) the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit issued in respect of the UK Borrower not included in clause (a).

                    “UK Availability” means, at any time, an amount equal to: (a) the lesser of (i) the Maximum UK Amount or (ii) the UK Borrowing Base, minus (b) Reserves relating to the UK Borrower and their Subsidiaries and assets, other than Reserves deducted in the calculation of the UK Borrowing Base, minus (c) the UK Aggregate Outstandings.

                    “UK Bank Products” means any one or more of the following types of services or facilities extended to the UK Borrower or other UK Credit Party by a Bank Product Provider at the UK Borrower’s request: (i) credit cards; (ii) ACH Transactions; (iii) Hedge Agreements; and (iv) cash management, including controlled disbursement services.

                    “UK Base Rate” means the UK Agent’s reference rate for Pounds Sterling loans, being the rate from time to time set by the UK Agent based on various factors including the cost of funds, desired return and general economic conditions and which is used as a reference point for pricing loans made by it in Pounds Sterling.

                    “UK Base Rate Revolving Loan” means a UK Revolving Loan during any period in which it bears interest based on the UK Base Rate.

                    “UK Borrower” means Ravenstock.

                    “UK Borrowing” means a borrowing under the UK Credit Agreement consisting of UK Revolving Loans made on the same day by the UK Lenders to the UK Borrower or by the UK Agent in the case of a UK Borrowing funded by Non-Ratable Loans or by the Agent in the case of a UK Borrowing consisting of an Agent Advance, or the issuance of Letters of Credit hereunder for the account of the UK Borrower.

                    “UK Borrowing Base” means, at any time, an amount determined in Dollars equal to (i) the sum of (A) eighty-five percent (85%) of the Net Amount of Eligible Accounts of the UK Borrower and the UK Borrowing Base Parties; plus (B) the UK Advance Rate multiplied by the Book Value of Eligible Rental Fleet Assets of the UK Borrower and the UK Borrowing Base Parties; plus (C) the lesser of (i) ninety percent (90%) of the Book Value of Eligible Machinery and Equipment of the UK Borrower and the UK Borrowing Base Parties or (ii) eighty percent (80%) of the Orderly Liquidation Value of Eligible Machinery and Equipment of the UK Borrower and the UK Borrowing Base Parties; plus (D) the Value of Eligible Sales Inventory of the UK Borrower and the UK Borrowing Base Parties; minus (ii) Reserves from time to time established by the UK Agent in its commercially reasonable discretion relating to the UK Borrower and the UK Borrowing Base Parties or their assets. In connection with and subsequent to any Permitted Acquisition, the Accounts and Rental Fleet Assets acquired by the UK Borrower or any UK Borrowing Base Party, or, subject to compliance with Section 7.32 of the US Credit Agreement, of the Person so acquired, may be included in the calculation of the UK Borrowing Base for Loans incurred in connection with such Permitted Acquisition and thereafter if all criteria set forth in the

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definitions of Eligible Accounts and Eligible Inventory have been satisfied and, if the aggregate purchase price is greater than or equal to $15,000,000, the Responsible Agent shall have received from the Appraiser a “desktop appraisal” of such Rental Fleet Assets acquired by the applicable Credit Parties or owned by such Person acquired by the applicable Credit Parties which shall be reasonably satisfactory in scope, form and substance to the Responsible Agent.

                    “UK Borrowing Base Party” means MSG Investments and each of the Subsidiary Guarantors that are Foreign Subsidiaries.

                    “UK Business Day” means (a) any day that is not a Saturday, Sunday, or a day on which banks in London, England or New York, New York are required or permitted to be closed, and (b) with respect to all notices, determinations, fundings and payments in connection with the UK Sterling LIBOR Revolving Loans, any day that is a UK Business Day pursuant to clause (a) above and that is also a day on which trading in Pounds Sterling is carried on by and between banks in the London interbank market.

                    “UK Collateral” means all of the UK Obligors’ real, heritable, personal, movable and immovable property and all other assets and undertakings of any Person from time to time subject to the UK Agents’ Liens securing payment or performance of the UK Obligations.

                    “UK Commitment” means, at any time with respect to a UK Lender, the principal amount set forth beside such UK Lender’s name under the heading “UK Commitment” on Schedule 1 attached to the UK Credit Agreement or on the signature page of the UK Transfer Agreement pursuant to which such UK Lender became a UK Lender under the UK Credit Agreement in accordance with the provisions of Section 11.2 of the UK Credit Agreement, as such UK Commitment may be adjusted from time to time in accordance with the provisions of Section 11.2, and “UK Commitments” means, collectively, the aggregate amount of the UK Commitments of all of the UK Lenders. For the avoidance of doubt, “UK Commitment” shall include the UK Revolver Participant Commitment.

                    “UK Credit Agreement” is defined in the preamble to the UK Credit Agreement.

                    “UK Credit Party” means the UK Borrower, the Parent Guarantor, MSG Investments and each of the Subsidiary Guarantors that are Foreign Subsidiaries.

                     “UK Fronting Lender” means the UK Agent, solely in its capacity as fronting lender for the UK Revolver Participants.

                    “UK GAAP” means accounting principles, standards and practices generally accepted from time to time in the United Kingdom and issued or adopted by the Accounting Standards Branch of the United Kingdom (or successor thereof from time to time).

                    “UK Guaranty” means the UK guarantee, dated as of August 1, 2006, and entered into by UK Security Trustee, the Parent Guarantor, ABMSC, Texas-LP, Mobile Storage (UK), Ravenstock Tam Hire, UK-LP, MSG Investments and the Luxembourg Subsidiary, among others, as amended, restated, supplemented or otherwise modified from time to time.

                    “UK Intercreditor Deed” means the intercreditor deed, dated as of August 1, 2006, and entered into by and among the UK Security Trustee, Mobile Services, MSG, Ravenstock, the Luxembourg Subsidiary, Mobile Storage (UK), among others, as amended, restated, supplemented or otherwise modified from time to time.

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                    “UK Lender” means any Lender listed on Schedule 1 of the UK Credit Agreement under the heading “UK Lender,” and any other Lender (including, for the avoidance of doubt, any UK Revolver Participant and the UK Fronting Lender) that may, from time to time, hold UK Revolving Loans (or UK Revolver Participant Commitments, as applicable) and shall include the Responsible Agent to the extent of any Agent Advance outstanding under the UK Credit Agreement and the UK Agent to the extent of any Non-Ratable Loan outstanding under the UK Credit Agreement; provided that no such Agent Advance or Non-Ratable Loan shall be taken into account in determining any UK Lender’s Pro Rata Share.

                    “UK Loan Documents” means the UK Credit Agreement, the UK Guaranty, the US Security Documents, the UK Security Documents and the Luxembourg Security Documents and any other agreements, instruments, and documents heretofore, now or hereafter evidencing, securing, guaranteeing or otherwise relating to the UK Obligations, the UK Collateral, or any other aspect of the transactions contemplated by the UK Credit Agreement.

                    “UK-LP” means Mobile Storage UK Finance LP, a limited partnership formed under the laws of England and Wales.

                    “UK Obligations” means, with respect to any UK Obligor, all present and future loans, advances, liabilities, obligations, covenants, duties, and debts owing by such UK Obligor to the UK Agents and/or any UK Lender, and/or any indemnitee arising under or pursuant to the UK Credit Agreement or any of the other UK Loan Documents, whether or not evidenced by any note, or other instrument or document, whether arising from an extension of credit, opening of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, expenses, fees, attorneys’ fees, filing fees and any other sums chargeable to any UK Obligor hereunder or under any of the other Loan Documents. “UK Obligations” includes (a) all debts, liabilities, and obligations now or hereafter arising from or in connection with the Letters of Credit issued under the UK Credit Agreement and (b) all debts, liabilities and obligations now or hereafter arising from or in connection with UK Bank Products, including all debts, liabilities and obligations now or hereafter arising from or in connection with any Hedge Agreement entered into with the UK Agent or any UK Lender.

                    “UK Obligors” means the UK Credit Parties, each other Credit Party party to any UK Loan Document and any other Person who, from time to time, may be a guarantor of the UK Obligations of any UK Credit Party or have granted a Lien to secure the UK Obligations of any UK Credit Party.

                    “UK Pending Revolving Loans” means, at any time, the aggregate principal amount of all UK Revolving Loans requested in any Notice of Borrowing received by the UK Agent which have not yet been advanced.

                    “UK Preferential Claims” means (a) £600,000 for each UK Borrowing Base Party, being the amount subject to unsecured creditor dilution pursuant to the United Kingdom Enterprise Act 2002 and the United Kingdom Insolvency Act 1986 or such other amount as may be specified as a matter of English law plus (b) an amount determined by the UK Agent representing an estimate of potential prior ranking capital gains or other taxes.

                    “UK Properties” means all the freehold and leasehold properties and other Real Estate real properties and interests in real properties owned by or vested in the UK Borrower or any of its Subsidiaries including all buildings and other structures from time to time erected thereon and all fixtures

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and fittings (trade or otherwise) and fixed plant or machinery from time to time thereon or therein (and “UK Property” shall be construed accordingly).

                    “UK Properties Report on Title” means a report on title to the UK Properties listed in Schedule 6.11 by Messrs. BP. Collins in respect of UK Properties in England and Wales, McClure Naismith in respect of UK Properties in Scotland and McGrigors in respect of UK Properties in Northern Ireland in form acceptable to the UK Security Trustee dated August 1, 2006.

                    “UK Required Lenders” means at any date of determination UK Lenders holding, in the aggregate, more than 50% of the sum of commitments under the UK Revolving Facility.

                    “UK Revolver Participant” means those UK Lenders having UK Revolver Participant Commitments.

                    “UK Revolver Participant Commitment” means the commitment of each UK Revolver Participant to make its purchases of the risk participation from the UK Fronting Lender in the principal amount set forth beside such UK Revolver Participant’s name under the heading “UK Revolver Participant Commitment” on Schedule 1 attached to the UK Credit Agreement or on the signature page of the UK Transfer Agreement pursuant to which such UK Revolver Participant became a UK Revolver Participant under the UK Credit Agreement in accordance with the provisions of Section 11.2 of the UK Credit Agreement, as such UK Revolver Participant Commitment may be adjusted from time to time in accordance with Section 11.2, and “UK Revolver Participant Commitments” means, collectively, the aggregate amount of the UK Revolver Participant Commitments of all UK Revolver Participants.

                    “UK Revolving Facility” has the meaning specified in Section 1.2(a) of the UK Credit Agreement.

                    “UK Revolving Loans” has the meaning specified in Section 1.2 of the UK Credit Agreement and includes each Agent Advance and Non-Ratable Loan made to the UK Borrower.

                    “UK Security Documents” means the UK Guaranty, the UK 2006 Share Charge, the UK 2006 Debenture, the UK Intercreditor Deed and the UK Security Trust Deed.

                    “UK Security Trust Deed” means the security trust deed, dated as of August 1, 2006, and entered into by the Administrative Agent, the UK Agent, the UK Security Trustee, MSG, Mobile Services, Ravenstock, Mobile Storage (UK), Ravenstock Tam Hire, the Luxembourg Subsidiary, UK-LP, among others, as amended, restated, supplemented or otherwise modified from time to time.

                    “UK Security Trustee” means The CIT Group/Business Credit, Inc., solely in its capacity as security trustee for the Lenders under the UK Security Documents, and any successor security trustee.

                    “UK Sterling LIBOR Rate” means, for any Interest Period, with respect to UK Sterling LIBOR Revolving Loans, the rate of interest per annum appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in Pounds Sterling at approximately 11:00 a.m. (London time) two UK Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not available, the UK Sterling LIBOR Rate shall be, for any Interest Period, the rate per annum appearing on Reuters Screen LIBOR Page as the London interbank offered rate for deposits in Pounds Sterling at approximately 11:00 a.m. (London time) two UK Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBOR Page, the applicable rate shall be the arithmetic mean of all such rates. If for any reason none of the foregoing rates

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is available, the UK Sterling LIBOR Rate shall be, for any Interest Period, the rate per annum determined by the UK Agent as the rate of interest at which Pounds Sterling deposits in the approximate amount of the relevant UK Loan comprising part of such Borrowing would be offered by JPMorgan Chase Bank’s London Branch to major banks in the London interbank market at their request at or about 11:00 a.m. (London time) two UK Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period.

                    “UK Sterling LIBOR Revolving Loan” means a UK Revolving Loan during any period in which it bears interest based on the UK Sterling LIBOR Rate.

                    “UK Transfer Agreement” has the meaning specified in Section 11.2(a) of the UK Credit Agreement.

                    “UK Unused Letter of Credit Subfacility” means an amount equal to the Letter of Credit Subfacility minus the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit issued under the UK Credit Agreement plus, without duplication, (b) the aggregate unpaid reimbursement obligations with respect to all drawn Letters of Credit issued under the UK Credit Agreement to the extent not included in the Loans outstanding under the UK Credit Agreement, plus (c) the aggregate undrawn amount of all outstanding Letters of Credit issued under the US Credit Agreement, plus, without duplication, (d) the aggregate unpaid reimbursement obligations with respect to all drawn Letters of Credit issued under the US Credit Agreement to the extent not included in the Loans outstanding under the US Credit Agreement.

                    “UK Unused Multicurrency Letter of Credit Sublimit” means an amount equal to the Multicurrency Letter of Credit Sublimit minus the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit issued under the UK Credit Agreement and denominated in Dollars, Canadian Dollars or Euro plus, without duplication, (b) the aggregate unpaid reimbursement obligations with respect to all drawn Letters of Credit issued under the UK Credit Agreement and denominated in Dollars, Canadian Dollars or Euro to the extent not included in the Loans outstanding under the UK Credit Agreement, plus (c) the aggregate undrawn amount of all outstanding Letters of Credit issued under the US Credit Agreement and denominated in Pounds Sterling, Canadian Dollars or Euro, plus, without duplication, (d) the aggregate unpaid reimbursement obligations with respect to all drawn Letters of Credit issued under the US Credit Agreement and denominated in Pounds Sterling, Canadian Dollars or Euro to the extent not included in the Loans outstanding under the US Credit Agreement.

                    “UK Unused Line Fee” has the meaning specified in Section 2.5 of the UK Credit Agreement.

                    “Unfunded Pension Liability” means the excess of a Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

                    “Unpaid Drawing” means any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit (including the Dollar Equivalent thereof) so paid until reimbursed.

                    “Unused Line Fee” means the US Unused Line Fee and the UK Unused Line Fee.

                    “US Advance Rate” means, (a) from the date hereof until such time as an appraisal by the Appraiser of the Rental Fleet Assets of the US Borrower and the US Subsidiary Guarantors is delivered to the Administrative Agent (such appraisal to be reasonably satisfactory to the Administrative Agent),

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100% and (b) thereafter, upon the receipt from time to time by the Administrative Agent of an appraisal pursuant to Section 7.4(d), a percentage equal to (a) the lesser of (i) 90% of the Orderly Liquidation Value of Eligible Rental Fleet Assets of the US Borrowers and the US Subsidiary Guarantors set forth in such appraisal or (ii) 100% of the net book value, determined in accordance with GAAP, of such Eligible Rental Fleet Assets of the US Borrower and the US Subsidiary Guarantors divided by (b) the aggregate net book value of the Eligible Rental Fleet Assets of the US Borrowers and the US Subsidiary Guarantors.

                    “US Agents” means, collectively, the Administrative Agent, in its capacity as Administrative Agent hereunder and any successor in such capacity and in its capacity as security agent or collateral agent in respect of any US Security Documents and any successor in such capacity.

                    “US Agents’ Liens” means (a) the Liens in the US Collateral granted to the Administrative Agent for the benefit of the US Lenders and US Agents pursuant to the US Credit Agreement and the other US Loan Documents, and (b) the Liens in any motor vehicles or any other US Collateral granted to any motor vehicle agent or other agent acting on behalf of and for the benefit of the Administrative Agent pursuant to the Second-Lien Security Agreement or otherwise.

                    “US Aggregate Outstandings” means, without duplication and at any date of determination: the sum of (a) the unpaid balance of US Revolving Loans, (b) the aggregate amount of US Pending Revolving Loans, (c) one hundred percent (100%) of the aggregate undrawn face amount of all outstanding Letters of Credit issued in respect of the US Borrowers, and (d) the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit issued in respect of the US Borrowers not included in clause (a).

                    “US Availability” means, at any time (a) the lesser of (i) the Maximum US Amount or (ii) the US Borrowing Base, minus (b) Reserves, without double counting, relating to the US Borrower and its Subsidiaries and assets, other than Reserves deducted in the calculation of the US Borrowing Base, minus (c) the US Aggregate Outstandings.

                    “US Bank Products” means any one or more of the following types of services or facilities extended to a US Borrower or other US Credit Party by a Bank Product Provider at a US Borrower’s request: (i) credit cards; (ii) ACH Transactions; (iii) Hedge Agreements; and (iv) cash management, including controlled disbursement services.

                    “US Base Rate” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Rate in effect on such day plus ½ of 1% or for purposes hereof: “Prime Rate” shall mean the rate of interest in effect for such day for transaction in Dollars as publicly announced from time to time by JPMorgan Chase Bank, N.A. The Prime Rate is a rate set by JPMorgan Chase Bank, N.A. based upon various factors including JPMorgan Chase Bank, N.A. costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by JPMorgan Chase Bank, N.A. shall take effect at the opening of business on the day specified in the public announcement of such change.

                    “US Base Rate Revolving Loan” means a Revolving Loan during any period in which it bears interest based on the US Base Rate.

                    “US Borrower” means each of Mobile Services and MSG.

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                    “US Borrower Representative” has the meaning specified in Section 1.2(c)(1) of the US Credit Agreement.

                    “US Borrowing” means a borrowing consisting of US Revolving Loans made on the same day by the Applicable Lenders to a US Borrower or by the Administrative Agent in the case of a US Borrowing funded by Non-Ratable Loans or by the Agent in the case of a US Borrowing consisting of an Agent Advance, or the issuance of Letters of Credit hereunder for the account of the US Borrower.

                    “US Borrowing Base” means, at any time, an amount determined in Dollars equal to (i) the sum of (A) eighty-five percent (85%) of the Net Amount of Eligible Accounts of the US Borrowers and the US Subsidiary Guarantors; plus (B) the US Advance Rate multiplied by the Book Value of Eligible Rental Fleet Assets of the US Borrowers and the US Subsidiary Guarantors; plus (C) the lesser of (i) ninety percent (90%) of the Book Value of Eligible Machinery and Equipment of the US Borrowers and the US Subsidiary Guarantors or (ii) eighty percent (80%) of the Orderly Liquidation Value of Eligible Machinery and Equipment of the US Borrowers and the US Subsidiary Guarantors; plus (D) the Value of Eligible Sales Inventory of the US Borrowers and the US Subsidiary Guarantors; minus (ii) Reserves from time to time established by the US Agent in its commercially reasonable discretion relating to the US Borrowers and the US Subsidiary Guarantors or their assets. In connection with and subsequent to any Permitted Acquisition, the Accounts and Rental Fleet Assets acquired by any US Borrower or any US Subsidiary Guarantor, or, subject to compliance with Section 7.32 of the US Credit Agreement, of the Person so acquired, may be included in the calculation of the US Borrowing Base for Loans incurred in connection with such Permitted Acquisition and thereafter if all criteria set forth in the definitions of Eligible Accounts and Eligible Inventory have been satisfied and, if the aggregate purchase price is greater than or equal to $15,000,000, the Responsible Agent shall have received from the Appraiser a “desktop appraisal” of such Rental Fleet Assets acquired by the applicable Credit Parties or owned by such Person acquired by the applicable Credit Parties which shall be reasonably satisfactory in scope, form and substance to the Responsible Agent.

                    “US Business Day” means (a) any day that is not a Saturday, Sunday, or a day on which banks in Los Angeles, California or New York, New York are required or permitted to be closed, and (b) with respect to all notices, determinations, fundings and payments in connection with the US LIBOR Revolving Loans, any day that is a US Business Day pursuant to clause (a) above and that is also a day on which trading in Dollars is carried on by and between banks in the London interbank market.

                    “US Collateral” means all of the US Obligors’ real, personal, movable and immovable property and all other assets and undertakings of any Person from time to time subject to the US Agents’ Liens securing payment or performance of the US Obligations; provided that in no event shall more than 66% of the total outstanding Capital Stock of any Foreign Subsidiary or MSG Investments be pledged hereunder.

                    “US Commitment” means, at any time with respect to a US Lender, the principal amount set forth beside such US Lender’s name under the heading “US Commitment” on Schedule 1 attached to the US Credit Agreement or on the signature page of the Assignment and Acceptance pursuant to which such US Lender became a US Lender under the US Credit Agreement in accordance with the provisions of Section 1.7 or Section 11.2 of the US Credit Agreement, as such US Commitment may be adjusted from time to time in accordance with the provisions of Section 11.2, and “US Commitments” means the aggregate amount of the US Commitments of all of the US Lenders.

                    “US Credit Agreement” is defined in the preamble to this Agreement.

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                    “US Credit Party” means each of the US Borrowers, the Parent Guarantor and each Subsidiary Guarantor that is a US Subsidiary.

                    “US Lender” means any Lender listed on Schedule 1 of the US Credit Agreement under the heading “US Lender,” and any other Lender that may, from time to time, hold US Revolving Loans and shall include the Responsible Agent to the extent of any Agent Advance outstanding under the US Credit Agreement and the Administrative Agent to the extent of any Non-Ratable Loan outstanding under the US Credit Agreement; provided that no such Agent Advance or Non-Ratable Loan shall be taken into account in determining any US Lender’s Pro Rata Share.

                    “US LIBOR Rate” means, for any Interest Period, with respect to US LIBOR Revolving Loans, the rate of interest per annum determined pursuant to the following formula:

LIBOR Rate =	US Offshore Base Rate
	1.00 - Eurodollar Reserve Percentage

                    Where,

                    “US LIBOR Revolving Loan” means a Revolving Loan during any period in which it bears interest based on the US LIBOR Rate.

                    “US Loans” means, collectively, all loans and advances provided for in Article 1 of the US Credit Agreement, except for US Bank Products.

                    “US Loan Documents” means the US Credit Agreement, US Parent Guaranty, the Fee Letter, the US Subsidiary Guaranty, the US Security Documents and any other agreements, instruments, and documents heretofore, now or hereafter evidencing, securing, guaranteeing or otherwise relating to the US Obligations, the US Collateral, or any other aspect of the transactions contemplated by the US Credit Agreement.

                    “US Mortgages” means any Mortgage hereafter executed and delivered to the Administrative Agent by any US Obligor, as amended, restated, supplemented or otherwise modified from time to time.

                    “US Obligations” means, with respect to any US Obligor, all present and future loans, advances, liabilities, obligations, covenants, duties, and debts owing by such US Obligor to the US Agents and/or any US Lender, and/or any indemnitee arising under or pursuant to the US Credit Agreement or any of the other US Loan Documents, whether or not evidenced by any note, or other instrument or document, whether arising from an extension of credit, opening of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, expenses, fees, attorneys’ fees, filing fees and any other sums chargeable to any US Obligor hereunder or under any of the other Loan Documents whether arising before, during or after the initial or any renewal term of this Agreement or after the commencement of any case with respect to such Borrower or Guarantor under the United States Bankruptcy Code or any similar statute (including the payment of interest and other amounts which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in such case). “US Obligations” includes (a) all debts, liabilities, and obligations now or hereafter arising from or in connection with the Letters of Credit issued under the US Credit Agreement and (b) all debts, liabilities and obligations now or hereafter arising from or in connection with US Bank Products, including all debts, liabilities and obligations now or hereafter arising from or in connection with any

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Hedge Agreement entered into with the Administrative Agent or any US Lender or any Affiliates of any US Lender or other Bank Product Provider.

                    “US Obligors” means the US Credit Parties, each other Credit Party party to any US Loan Document and any other Person who, from time to time, may be a guarantor of the US Obligations of any US Credit Party or have granted a Lien to secure the US Obligations of any US Credit Party. For the avoidance of doubt, US Obligors does not include (i) any Foreign Subsidiary of any US Obligor or (ii) MSG Investments.

                    “US Offshore Base Rate” means the rate per annum appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two US Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not available, the US Offshore Base Rate shall be, for any Interest Period, the rate per annum appearing on Reuters Screen LIBOR Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two US Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBOR Page, the applicable rate shall be the arithmetic mean of all such rates. If for any reason none of the foregoing rates is available, the US Offshore Base Rate shall be, for any Interest Period, the rate per annum determined by the Administrative Agent as the rate of interest at which dollar deposits in the approximate amount of the US LIBOR Revolving Loan, comprising part of such Borrowing would be offered by JPMorgan Chase Bank N.A.’s London Branch to major banks in the offshore dollar market at their request at or about 11:00 a.m. (London time) two US Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period.

                    “US Parent Guaranty” means the parent guaranty, dated as of August 1, 2006, and entered into by the Administrative Agent and the Parent Guarantor, as amended, restated, supplemented or otherwise modified from time to time.

                    “US Pending Revolving Loans” means, at any time, the aggregate principal amount of all US Revolving Loans requested in any Notice of Borrowing received by the Administrative Agent which have not yet been advanced.

                    “US Required Lenders” means at any date of determination US Lenders holding, in the aggregate, more than 50% of the sum of commitments under the US Revolving Facility.

                    “US Revolving Facility” has the meaning specified in Section 1.2(a) of the US Credit Agreement.

                    “US Revolving Loans” has the meaning specified in Section 1.2 of the US Credit Agreement and includes each Agent Advance and Non-Ratable Loan made to the US Borrowers.

                    “US Security Agreement” means the security agreement, dated as of August 1, 2006, and entered into by and among the Administrative Agent, MSG, Mobile Services, ABMSC, the Parent Guarantor, Texas-LP and MSG Investments, as amended, restated, supplemented or otherwise modified from time to time.

                    “US Security Documents” means the Patent and Trademark Security Agreement, the US Security Agreement, the US Stock Pledge Agreement, the Second-Lien Security Agreement, the US Subsidiary Guaranty and the US Mortgages.

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                    “US Stock Pledge Agreement” means the stock pledge agreement, dated as of August 1, 2006, and entered into by and among the Administrative Agent, MSG, Mobile Services, ABMSC, the Parent Guarantor, Texas-LP and MSG Investments, as amended, restated, supplemented or otherwise modified from time to time.

                    “US Subsidiary” means any Subsidiary of Mobile Services organized under the laws of the United States or any State thereof that is not a direct or indirect Subsidiary of the UK Borrower.

                    “US Subsidiary Guarantor” means the U.S. Subsidiaries of MSG (other than MSG Investments).

                    “US Subsidiary Guaranty” means the guaranty, dated as of August 1, 2006, and entered into by and among the US Subsidiary Guarantors, as amended, restated, supplemented or otherwise modified from time to time.

                    “US Trailer Reserves” means all reserves which the Administrative Agent from time to time establishes in its reasonable discretion for the trailers titled in states where the Credit Party which owns the applicable trailers is not a licensed dealer and where the lien of the Security Agent or the Motor Vehicle Agent (as defined in the Motor Vehicle Trust Agreement) has not been reflected on the applicable certificate of title.

                    “US Unused Letter of Credit Subfacility” means an amount equal to the Letter of Credit Subfacility minus the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit issued under the US Credit Agreement plus, without duplication, (b) the aggregate unpaid reimbursement obligations with respect to all drawn Letters of Credit to the extent not included in the Loans outstanding under the US Credit Agreement, plus (c) the aggregate undrawn amount of all outstanding Letters of Credit issued under the UK Credit Agreement, plus, without duplication, (d) the aggregate unpaid reimbursement obligations with respect to all drawn Letters of Credit issued under the UK Credit Agreement to the extent not included in the Loans outstanding under the UK Credit Agreement.

                    “US Unused Multicurrency Letter of Credit Sublimit” means an amount equal to the Multicurrency Letter of Credit Sublimit minus the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit issued under the US Credit Agreement and denominated in Pounds Sterling, Canadian Dollars or Euro plus, without duplication, (b) the aggregate unpaid reimbursement obligations with respect to all drawn Letters of Credit issued under the US Credit Agreement and denominated in Pounds Sterling, Canadian Dollars or Euro to the extent not included in the Loans outstanding under the US Credit Agreement, plus (c) the aggregate undrawn amount of all outstanding Letters of Credit issued under the UK Credit Agreement and denominated in Dollars, Canadian Dollars or Euro, plus, without duplication, (d) the aggregate unpaid reimbursement obligations with respect to all drawn Letters of Credit issued under the UK Credit Agreement and denominated in Dollars, Canadian Dollars or Euro to the extent not included in the Loans outstanding under the UK Credit Agreement.

                    “US Unused Line Fee” has the meaning specified in Section 2.5 of the US Credit Agreement.

                    “USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).

                    “Value of Eligible Sales Inventory” shall mean (i) until the Eligible Sales Inventory Appraisal Date, ninety percent (90%) of the net book value, determined in accordance with GAAP, of

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Eligible Sales Inventory of the Applicable Borrowers and the US Subsidiary Guarantors (in relation to the US Borrowing Base) and the UK Borrower and the UK Borrowing Base Parties (in relation to the UK Borrowing Base) up to an amount equal to (a) the Maximum Aggregate Eligible Sales Inventory Amount less (b) the Value of Eligible Sales Inventory included in the Applicable Borrowing Base (as set forth in the Borrowing Base Certificate) of the other Applicable Borrowers and the US Subsidiary Guarantors (in relation to the US Borrowing Base) and the UK Borrower and the UK Borrowing Base Parties (in relation to the UK Borrowing Base), and (ii) after the Eligible Sales Inventory Appraisal Date, the lesser of (a) ninety percent (90%) of the net book value, determined in accordance with GAAP, of Eligible Sales Inventory of the Applicable Borrowers and the US Subsidiary Guarantors (in relation to the US Borrowing Base) and the UK Borrower and the UK Borrowing Base Parties (in relation to the UK Borrowing Base) or (b) ninety percent (90%) of the Orderly Liquidation Value of Eligible Sales Inventory of the Applicable Borrowers and the US Subsidiary Guarantors (in relation to the US Borrowing Base) and the UK Borrower and the UK Borrowing Base Parties (in relation to the UK Borrowing Base), up to an amount equal to (a) the Maximum Aggregate Eligible Sales Inventory Amount less (b) the Value of Eligible Sales Inventory included in the Applicable Borrowing Base (as set forth in the Borrowing Base Certificate) of the other Applicable Borrowers and the US Subsidiary Guarantors (in relation to the US Borrowing Base) and the UK Borrower and the UK Borrowing Base Parties (in relation to the UK Borrowing Base).

                    “VAT” shall mean value added tax provided for in the Value Added Tax Act 1994 and any other tax of a similar nature.

                    “Vehicle Sales Certificate” has the meaning specified in Section 5.2(l) of the US Credit Agreement.

                    “Voting Stock” means with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

                    “Welsh Carson” means Welsh Carson, Anderson & Stowe X, L.P., a Delaware limited partnership.

                    “Welsh Carson Management Agreement” dated as of August 1, 2006, by and among Mobile Services, the Parent Guarantor and WCAS Management Corporation.

                    “Wholly-owned” means, with respect to any Person, any direct or indirect Subsidiary of such Person of which all of the outstanding Capital Stock (other than director’s qualifying shares or investments by foreign nationals mandated by applicable laws) is owned directly or indirectly by such Person.

                    Accounting Terms. Any accounting term used in the Agreement shall have, unless otherwise specifically provided herein, the meaning customarily given in accordance with GAAP, and all financial computations in the Agreement shall be computed, unless otherwise specifically provided therein, in accordance with GAAP as consistently applied and using the same method for inventory valuation as used in the preparation of the Financial Statements.

                    Interpretive Provisions. (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

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                    (b) The words “hereof,” “herein,” “hereunder” and similar words refer to the Agreement as a whole and not to any particular provision of the Agreement; and Subsection, Section, Schedule and Exhibit references are to the Agreement unless otherwise specified.

                    (c) (i) The term “documents” includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced.

                              (ii) The term “including” is not limiting and means “including without limitation.”

                              (iii) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”

                              (iv) The word “or” is not exclusive.

                    (d) Unless otherwise expressly provided herein, (i) references to agreements (including the Agreement and the other Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, re-enacting, replacing, supplementing or interpreting the statute or regulation.

                    (e) The captions and headings of the Agreement and other Loan Documents are for convenience of reference only and shall not affect the interpretation of the Agreement.

                    (f) The Agreement and other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their terms.

                    (g) For purposes of Section 9.1, a breach of a financial covenant contained in Sections 7.23-7.26 shall be deemed to have occurred as of any date of determination thereof by the Agent or as of the last day of any specified measuring period, regardless of when the Financial Statements reflecting such breach are delivered to the Agent.

                    (h) The Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to the Agents, the Borrowers and the other parties, and are the products of all parties. Accordingly, they shall not be construed against the Lenders or the Agents merely because of any Agent’s or Lenders’ involvement in their preparation.

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EX-10.4

EXHIBIT 10.4

EXECUTION COPY

UK CREDIT AGREEMENT

Dated as of August 1, 2006

Among

THE FINANCIAL INSTITUTIONS NAMED HEREIN

as the Lenders

and

THE CIT GROUP/BUSINESS CREDIT, INC.

as the Administrative Agent, UK Agent and UK Fronting Lender

and

MOBILE STORAGE GROUP, INC. AND MOBILE SERVICES GROUP, INC.

as US Borrowers

and

MSG WC HOLDINGS CORP.

as the Parent Guarantor

and

MSG WC INTERMEDIARY CO.

and

RAVENSTOCK MSG LIMITED

as the UK Borrower

and

CIT CAPITAL SECURITIES LLC and LEHMAN BROTHERS INC.

as Joint Lead Arrangers

and

LEHMAN BROTHERS INC.

as Sole Bookrunner and Syndication Agent

and

WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN),
MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH
BUSINESS FINANCIAL SERVICES INC. and
TEXTRON FINANCIAL CORPORATION

as Co-Documentation Agents

TABLE OF CONTENTS

Section			Page
ARTICLE 1. LOANS AND LETTERS OF CREDIT			1
	1.1	Total UK Facility	1
	1.2	UK Revolving Loans	1
	1.3	[Intentionally deleted]	4
	1.4	Letters of Credit	4
	1.5	UK Bank Products	8
	1.6	[Intentionally Deleted]	8
	1.7	UK Fronting Lender’s Put Rights	8
ARTICLE 2. INTEREST AND FEES			9
	2.1	Interest	9
	2.2	Continuation and Conversion Elections	10
	2.3	Maximum Interest Rate	11
	2.4	Agent Fees	11
	2.5	Unused Line Fee	11
	2.6	Letter of Credit Fee	12
ARTICLE 3. PAYMENTS AND PREPAYMENTS			12
	3.1	Revolving Loans	12
	3.2	Termination of Facility	12
	3.3	[Intentionally deleted]	12
	3.4	UK Sterling LIBOR Revolving Loan Prepayments	13
	3.5	Payments by the UK Borrower	13
	3.6	Payments as US Revolving Loans	13
	3.7	Apportionment, Application and Reversal of Payments	13
	3.8	Indemnity for Returned Payments	14
	3.9	UK Agents’ and UK Lenders’ Books and Records; Monthly Statements	14
	3.10	[Intentionally deleted]	15
ARTICLE 4. TAXES, YIELD PROTECTION AND ILLEGALITY			15
	4.1	Taxes	15
	4.2	Illegality	17
	4.3	Increased Costs and Reduction of Return	18
	4.4	Funding Losses	19
	4.5	Inability to Determine Rates	19
	4.6	Certificates of Lenders	20
	4.7	Survival	20
ARTICLE 5. BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES			20
	5.1	Books and Records	20
	5.2	Financial Information	21
	5.3	Notices to the Lenders	23
ARTICLE 6. GENERAL WARRANTIES AND REPRESENTATIONS			26
	6.1	Authorization, Validity, and Enforceability of this Agreement and the Loan Documents	26
	6.2	Validity and Priority of Security Interest	26

i

	6.3	Organization and Qualification	27
	6.4	[Intentionally Omitted]	27
	6.5	Subsidiaries	27
	6.6	Financial Statements and Projections	27
	6.7	[Intentionally deleted]	27
	6.8	Solvency	27
	6.9	[Intentionally deleted]	27
	6.10	[Intentionally deleted]	27
	6.11	Personal Property; Real Estate; Leases	27
	6.12	Proprietary Rights	29
	6.13	[Intentionally deleted]	29
	6.14	Litigation	29
	6.15	Labor Disputes	29
	6.16	Environmental Laws	29
	6.17	No Violation of Law	31
	6.18	No Default	31
	6.19	ERISA Compliance	31
	6.20	Taxes	32
	6.21	Regulated Entities	32
	6.22	Use of Proceeds; Margin Regulations	32
	6.23	[Intentionally Deleted]	32
	6.24	No Material Adverse Change	32
	6.25	Full Disclosure	32
	6.26	[Intentionally deleted]	32
	6.27	Bank Accounts	32
	6.28	Governmental Authorization	33
	6.29	[Intentionally deleted]	33
	6.30	Non-Guarantor Subsidiaries	33
	6.31	Luxembourg Subsidiaries	33
	6.32	[Intentionally deleted]	33
	6.33	[Intentionally deleted]
	6.34	Anti-Terrorism Laws	33
ARTICLE 7. AFFIRMATIVE AND NEGATIVE COVENANTS			33
	7.1	Taxes and Other Obligations	33
	7.2	Legal Existence and Good Standing	34
	7.3	Compliance with Law and Agreements; Maintenance of Licenses	34
	7.4	Maintenance of Property; Inspection of Property	34
	7.5	Insurance	35
	7.6	Insurance and Condemnation Proceeds	36
	7.7	Environmental Laws	37
	7.8	Compliance with ERISA and Other Laws	38
	7.9	Mergers, Amalgamations, Consolidations or Sales	38
	7.10	Distributions; Capital Change; Restricted Investments	40
	7.11	Transactions Affecting Collateral or Obligations	41
	7.12	Guaranties	41
	7.13	Debt	42
	7.14	Prepayments; Payments on Senior Unsecured Notes; Payments on Intercompany Debt	44
	7.15	Transactions with Affiliates	45
	7.16	Investment Banking and Finder’s Fees	46
	7.17	Business Conducted	46

ii

	7.18	Liens	47
	7.19	Sale and Leaseback Transactions	47
	7.20	New Subsidiaries	47
	7.21	Fiscal Year	47
	7.22	Depreciation Method	47
	7.23	Cash Interest Coverage Ratio	48
	7.24	Maximum Consolidated Total Debt to Pro Forma EBITDA Ratio	48
	7.25	Minimum Fleet Utilization Rate	48
	7.26	Capital Expenditures	49
	7.27	Federal Reserve Regulations	50
	7.28	Further Assurances	50
	7.29	Bank Accounts	50
	7.30	Changes Relating to the Senior Unsecured Notes or Mezzanine Debt	50
	7.31	Access Agreements	51
	7.32	Additional Credit Parties; Additional Collateral	51
	7.33	Mortgages	52
	7.34	Preferred Stock	53
	7.35	[Intentionally deleted]	53
	7.36	Center of Main Interest	53
ARTICLE 8. CONDITIONS OF LENDING			53
	8.1	Conditions Precedent to the Effectiveness of this Agreement and the Making of Loans on the Closing Date	53
	8.2	Conditions Precedent to Each Loan	58
ARTICLE 9. DEFAULT; REMEDIES			58
	9.1	Events of Default	58
	9.2	Remedies	61
ARTICLE 10. TERM AND TERMINATION			63
	10.1	Term and Termination	63
ARTICLE 11. AMENDMENTS; WAIVERs; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS			64
	11.1	Amendments and Waivers	64
	11.2	Transfers; Participations	65
ARTICLE 12. THE AGENTS			68
	12.1	Appointment and Authorization	68
	12.2	Delegation of Duties	68
	12.3	Liability of Agent	69
	12.4	Reliance by Each Agent	69
	12.5	Notice of Default	69
	12.6	Credit Decision	69
	12.7	Indemnification	70
	12.8	Agent in Individual Capacity	70
	12.9	Successor Agent	70
	12.10	Collateral Matters and Release of Guaranties	71
	12.11	Restrictions on Actions by Lenders; Sharing of Payments	72
	12.12	Agency for Perfection	73

iii

	12.13	Payments by Responsible Agent to Applicable Lenders	73
	12.14	Settlement	73
	12.15	Letters of Credit; Intra-Lender Issues	76
	12.16	Concerning the Collateral and the Related Loan Documents	78
	12.17	Field Audit and Examination Reports; Disclaimer by Lenders	78
	12.18	Relation Among Lenders	79
	12.19	Bank as UK Security Trustee	79
	12.20	Protection of UK Security Trustee	79
	12.21	Co-Agents	80
	12.22	Withholding Tax	80
	12.23	PTR Scheme	80
ARTICLE 13. MISCELLANEOUS			81
	13.1	No Waivers; Cumulative Remedies	81
	13.2	Severability	81
	13.3	Notices	81
	13.4	Survival of Representations and Warranties	82
	13.5	Other Security and Guaranties	83
	13.6	Fees and Expenses	83
	13.7	Notices	84
	13.8	Waiver of Notices	85
	13.9	Waiver of Counterclaims	85
	13.10	Binding Effect	85
	13.11	Indemnity of the Agents and the Lenders by the Borrowers	85
	13.12	Rights of Third Parties	86
	13.13	Law and Jurisdiction	86
	13.14	Limitation of Liability	87
	13.15	Final Agreement	87
	13.16	Counterparts	87
	13.17	Captions	87
	13.18	Right of Setoff	87
	13.19	Confidentiality	88
	13.20	Conflicts with Other Loan Documents	88
	13.21	Currency Indemnity	89
	13.22	Reinstatement	89
	13.23	Register	89

ANNEXES, EXHIBITS AND SCHEDULES
ANNEX A	-	DEFINED TERMS
EXHIBIT A	-	FORM OF CLOSING CERTIFICATE
EXHIBIT B	-	FORM OF BORROWING BASE CERTIFICATE
EXHIBIT C	-	FINANCIAL STATEMENTS
EXHIBIT D	-	FORM OF NOTICE OF BORROWING
EXHIBIT E	-	FORM OF NOTICE OF CONTINUATION/CONVERSION
EXHIBIT F	-	FORM OF UK TRANSFER
EXHIBIT G	-	FORM OF INSTRUMENT OF JOINDER
EXHIBIT H	-	FORM OF UK INTERCREDITOR DEED
SCHEDULE 1	-	LENDERS’ COMMITMENTS (ANNEX A – DEFINED TERMS)

iv

SCHEDULE 6.2		PRIORITY
SCHEDULE 6.5	-	SUBSIDIARIES AND AFFILIATES
SCHEDULE 6.11	-	REAL ESTATE; LEASES; ORAL LEASES
SCHEDULE 6.12	-	PROPRIETARY RIGHTS
SCHEDULE 6.19	-	ERISA COMPLIANCE
SCHEDULE 6.27	-	BANK ACCOUNTS
SCHEDULE 6.28	-	GOVERNMENTAL AUTHORITY
SCHEDULE 6.33	-	SALES OF VEHICLES
SCHEDULE 7.4	-	PROPERTY
SCHEDULE 7.13	-	DEBT
SCHEDULE 7.15	-	TRANSACTIONS WITH AFFILIATES
SCHEDULE 8.1	-	MORTGAGED PROPERTIES

v

CREDIT AGREEMENT

                    This UK CREDIT AGREEMENT, dated as of August 1, 2006, (this “Agreement” or the “UK Credit Agreement”) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “UK Lender” and collectively as the “UK Lenders”), THE CIT GROUP/BUSINESS CREDIT, INC. with an office at 505 Fifth Avenue, New York, New York 10017, as administrative agent for the UK Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”), MOBILE STORAGE GROUP, INC., a Delaware corporation, (“MSG”) and MOBILE SERVICES GROUP, INC., a Delaware corporation (“Mobile Services” and together with MSG, the “US Borrowers”), MSG WC INTERMEDIARY CO., a Delaware Corporation (“Intermediary”), MSG WC HOLDINGS CORP., a Delaware corporation (the “Parent Guarantor”), THE CIT GROUP/BUSINESS CREDIT, INC., with an office at [____], as fronting lender for the UK Revolving Participants (as defined below) (in such capacity, together with its permitted successors and assigns in such capacity, the “UK Fronting Lender”), as agent for the UK Lenders (in such capacity, together with its permitted successors and assigns, in such capacity, the “UK Agent”) and as security trustee (in such capacity, together with permitted successor and assigns in such capacity, the “UK Security Agent”) (the Administrative Agent, UK Agent and the UK Security Agent are sometimes collectively referred to herein as the “UK Agents”), RAVENSTOCK MSG LIMITED, a company incorporated under the laws of England and Wales with Company number 4283040 and whose registered office is at 32-38 Station Road, Gerrards Cross, SL9 8EL (“Ravenstock” or the “UK Borrower”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed thereto in Annex A which is attached hereto and incorporated herein; the rules of construction contained therein shall govern the interpretation of this Agreement, and all annexes, exhibits and schedules attached hereto are incorporated herein by reference.

W I T N E S S E T H:

The Parties hereto hereby agree as follows:

ARTICLE 1.
LOANS AND LETTERS OF CREDIT

          1.1 Total UK Facility. Subject to all of the terms and conditions of this Agreement, the UK Lenders agree to make available a total credit facility of up to £85,000,000 (the “Total UK Facility”) to the UK Borrower from time to time during the term of this Agreement pursuant to the terms and conditions hereof. The Total UK Facility shall be composed of a revolving line of credit consisting of UK Revolving Loans and Letters of Credit described herein.

          1.2 UK Revolving Loans.

                    (a) (i) Amounts. Subject to the satisfaction of the conditions precedent set forth in Article 8, each Funding UK Lender and UK Fronting Lender (as fronting lender for each of the UK Revolver Participants) severally, but not jointly, agrees, upon the UK Borrower’s request from time to time on any UK Business Day during the period from the Closing Date to the Termination Date, to make (i) revolving loans in Pounds Sterling (the “UK Revolving Loans”) to the UK Borrower in amounts not to exceed such Funding UK Lender’s (or in the case of the UK Fronting Lender, the total aggregate amount of the UK Revolver Participants’) Pro Rata Share of UK Availability, except for Non-Ratable Loans and Agent Advances (together with the subfacility described in Section 1.4 to issue Letters of Credit or provide Credit Support for the account of the UK Borrower, the “UK Revolving Facility”) and (ii) to the extent a UK Lender agrees, subject to the terms and conditions set forth in the applicable Incremental

Assumption Agreement and Section 1.7, Incremental Loans to the UK Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, as the case may be. The UK Lenders, however, in their unanimous discretion, may elect to make (or, in the case of the UK Revolver Participants direct the UK Fronting Lender to make) UK Revolving Loans or issue or arrange to have issued Letters of Credit for the account of the UK Borrower in excess of the UK Borrowing Base on one or more occasions, but if they do so, neither the UK Agent nor the UK Lenders shall be deemed thereby to have changed the limits of the UK Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Aggregate Outstandings would exceed Total Excess Availability (with Total Excess Availability for this purpose only calculated as if Aggregate Outstandings, US Aggregate Outstandings and UK Aggregate Outstandings in all relevant definitions were equal to zero) after giving effect to any UK Borrowing or if UK Aggregate Outstandings would exceed UK Availability (with UK Availability for this purpose only calculated as if US Aggregate Outstandings and UK Aggregate Outstandings in all relevant definitions were equal to zero) after giving effect to any UK Borrowing, the UK Lenders may refuse to make (or, in the case of the UK Revolver Participants refuse to direct the UK Fronting Lender to make) or may otherwise restrict the making of UK Revolving Loans as the UK Lenders determine until such excess has been eliminated, subject to the UK Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 1.2(i).

                    (ii) Participations. Each of the UK Revolver Participants agrees to enter into and assume a risk participation with and from the UK Fronting Lender (and the UK Fronting Lender hereby agrees to such risk participation) in the amount of its UK Revolver Participant Commitment on the terms and conditions set out in this Agreement.

                    (b) Procedure for Borrowing.

                               (1) Each UK Borrowing of UK Revolving Loans shall be made upon the UK Borrower’s irrevocable written notice delivered to the UK Agent, with a copy to the Administrative Agent in the form of a notice of borrowing in the form attached hereto as Exhibit D (“Notice of Borrowing”) or via the Administrative Agent’s online system, which must be received by the UK Agent prior to (i) 2:00 p.m. (London time) three UK Business Days prior to the requested Funding Date, in the case of UK Sterling LIBOR Revolving Loans and (ii) 1:00 p.m. (London time) one UK Business Day prior to the requested Funding Date, in the case of UK Base Rate Revolving Loans, specifying, in each case:

                              (A) the amount of the UK Borrowing, which in the case of a UK Sterling LIBOR Revolving Loan must equal to or exceed £500,000 (and increments of £250,000 in excess of such amount);

                              (B) the requested Funding Date, which must be a UK Business Day;

                              (C) whether the UK Revolving Loans requested are to be UK Base Rate Revolving Loans or UK Sterling LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a UK Base Rate Revolving Loan); and

                              (D) the duration of the Interest Period for any requested UK Sterling LIBOR Revolving Loans (and if not specified, it shall be deemed a request for an Interest Period of one month);

provided, however, that with respect to the UK Borrowing to be made on the Closing Date, such UK Borrowings will consist of UK Base Rate Revolving Loans only.

                              (2) The UK Borrower shall have no right to request a UK Sterling LIBOR Revolving Loan while a Default or Event of Default has occurred and is continuing.

2

                    (c) Reliance upon Authority.

                              (1) [Intentionally deleted].

                              (2) [Intentionally deleted].

                              (3) On or prior to the Closing Date, the UK Borrower shall deliver to the UK Agent, a notice setting forth the account of the UK Borrower (each, a “Designated Account”) to which the Applicable Agent is authorized to transfer the proceeds of the UK Revolving Loans requested hereunder. The UK Borrower may designate a replacement account from time to time by written notice. All such Designated Accounts must be reasonably satisfactory to the UK Agent. The UK Agent is entitled to rely conclusively on the UK Borrower’s request for UK Revolving Loans on behalf of the UK Borrower, so long as the proceeds thereof are to be transferred to such Borrower’s Designated Account. The UK Agent has no duty to verify the identity of any individual representing himself or herself as a person authorized by the UK Borrower to make such requests on its behalf.

                    (d) No Liability. No UK Agent shall incur any liability to the UK Borrower as a result of acting upon any notice referred to in Section 1.2(b) which the UK Agent believes in good faith to have been given by an officer or other person duly authorized by the UK Borrower to request UK Revolving Loans on behalf of the UK Borrower. The crediting of UK Revolving Loans to a UK Borrower’s Designated Account shall conclusively establish the obligation of such UK Borrower to repay such UK Revolving Loans as provided herein.

                    (e) Notice Irrevocable. Any Notice of Borrowing made pursuant to Section 1.2(b) shall be irrevocable. The UK Borrower shall be bound to borrow the funds requested therein in accordance therewith.

                    (f) UK Agent’s Election. Promptly after receipt of a Notice of Borrowing, the UK Agent shall elect to have the terms of Section 1.2(g) or the terms of Section 1.2(h) apply to such requested UK Borrowing. If the Administrative Agent declines in its sole discretion to make a Non-Ratable Loan pursuant to Section 1.2(h), the terms of Section 1.2(g) shall apply to the requested UK Borrowing.

                    (g) Making of UK Revolving Loans. If the UK Agent elects to have the terms of this Section 1.2(g) apply to a requested UK Borrowing, then promptly after receipt of a Notice of Borrowing, the UK Agent shall notify the UK Lenders in writing by telecopy, or e-mail of the requested UK Borrowing. Each Funding UK Lender shall transfer its Pro Rata Share and the UK Fronting Lender (as fronting lender for the UK Revolver Participants) shall transfer the UK Revolver Participants’ Pro Rata Share of the requested UK Borrowing to the UK Agent in immediately available funds, to the account from time to time designated by the UK Agent, not later than 1:00 p.m. (London time) on the applicable Funding Date. After the UK Agent’s receipt of all proceeds of such UK Revolving Loans, the UK Agent shall make the proceeds of such UK Revolving Loans available to the UK Borrower on the applicable Funding Date by transferring same day funds to the UK Borrower’s Designated Account (or Designated Accounts) set forth in the Notice of Borrowing or via the Administrative Agent’s online system; provided, however, that the amount of UK Revolving Loans so made on any date shall not exceed either UK Availability or Total Excess Availability on such date.

                    (h) Making of Non-Ratable Loans.

                              (1) If the UK Agent elects to have the terms of this Section 1.2(h) apply to a requested UK Borrowing, the Administrative Agent shall make a UK Revolving Loan in the amount of that UK Borrowing available to the UK Borrower on the applicable Funding Date by transferring same

3

day funds to the Designated Account (or Designated Accounts) set forth in the Notice of Borrowing or, in the case of UK Revolving Loans made on the Closing Date, to such accounts as designated by the UK Borrower in writing. Each UK Revolving Loan made solely by Administrative Agent pursuant to this Section is herein referred to as a “Non-Ratable Loan”, and such UK Revolving Loans are collectively referred to as the “Non-Ratable Loans.” Each Non-Ratable Loan shall be subject to all the terms and conditions applicable to other UK Revolving Loans except that all payments thereon shall be payable to the Administrative Agent solely for its own account. The aggregate amount of Non-Ratable Loans outstanding at any time to the UK Borrower shall not exceed £10,000,000. The UK Agent shall not make any Non-Ratable Loan if (1) the UK Agent has received written notice from any UK Lender that one or more of the applicable conditions precedent set forth in Article 8 will not be satisfied on the requested Funding Date for the applicable US Borrowing, or (2) the requested UK Borrowing would exceed UK Availability or Total Excess Availability on that Funding Date.

                              (2) The Non-Ratable Loans to the UK Borrower shall be secured by the UK Agents’ Liens in and to the UK Collateral and shall constitute UK Base Rate Revolving Loans and Obligations of the UK Borrower hereunder.

                    (i) Agent Advances.

                              (1) Subject to the limitations set forth below, the UK Agent is authorized by each UK Obligor and each UK Lender, from time to time in the UK Agent’s sole discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article 8 have not been satisfied, to make UK Base Rate Revolving Loans to the UK Borrower on behalf of the UK Lenders in an aggregate amount outstanding at any time not to exceed 10% of the UK Borrowing Base but not in excess of the Maximum UK Amount which the UK Agent, in its reasonable business judgment, deems necessary or desirable (1) to preserve or protect the UK Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other UK Obligations, or (3) to pay any other amount chargeable to the UK Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 13.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the UK Required Lenders may at any time revoke the UK Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the UK Agent’s receipt thereof.

                              (2) The Agent Advances made with respect to the UK Borrower shall be secured by the UK Agents’ Liens in and to the UK Collateral and shall constitute UK Base Rate Revolving Loans and Obligations of the UK Borrower hereunder.

          1.3 [Intentionally deleted].

          1.4 Letters of Credit.

                    (a) Agreement to Issue or Cause To Issue. Subject to the terms and conditions of this Agreement, UK Agent agrees (i) to cause the Letter of Credit Issuer to issue for the account of a UK Borrower one or more standby letters of credit when instructed by the UK Borrower (“Letter of Credit”) and/or (ii) to provide credit support or other enhancement to an issuer of a letter of credit acceptable to UK Agent which issues a Letter of Credit for the account of the UK Borrower (any such credit support or enhancement being herein referred to as a “Credit Support”) when instructed by such UK Borrower from time to time during the term of this Agreement.

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                    (b) Amounts; Outside Expiration Date. The UK Agent shall not have any obligation to issue or cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the UK Unused Letter of Credit Subfacility at such time; (ii) to the extent the requested Letter of Credit is to be denominated in Dollars, Euro or Canadian Dollars, the maximum face amount of such Letter of Credit is greater than the UK Unused Multicurrency Letter of Credit Sublimit; (iii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the UK Borrower in connection with the opening thereof would exceed either UK Availability or Total Excess Availability at such time; (iv) such Letter of Credit has an expiration date less than 30 days prior to the Stated Termination Date or more than 12 months from the date of issuance for standby letters of credit; (v) a Default or Event of Default has occurred and is continuing; or (vi) such Letter of Credit for the account of the UK Borrower is denominated in any currency other than an Approved Currency. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each UK Lender shall be deemed to have consented to any such extension or renewal unless the UK Required Lenders shall have provided to the UK Agent, written notice that they decline to consent to any such extension or renewal at least thirty (30) days prior to the date on which the Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit.

                    (c) Other Conditions. In addition to conditions precedent contained in Article 8, the obligation of the Letter of Credit Issuer to issue or the UK Agent to cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit is subject to the following conditions precedent having been satisfied in a manner reasonably satisfactory to the UK Agent:

                              (1) The UK Borrower shall have delivered to the Letter of Credit Issuer, at such times and in such manner as such Letter of Credit Issuer may prescribe, an application in form and substance satisfactory to such Letter of Credit Issuer and reasonably satisfactory to the UK Agent for the issuance of the Letter of Credit and such other documents as may be required pursuant to the terms thereof, and the form, terms and purpose of the proposed Letter of Credit shall be reasonably satisfactory to the UK Agent and the Letter of Credit Issuer; and

                              (2) As of the date of issuance, no order of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed Letter of Credit Issuer refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit.

                    (d) Issuance of Letters of Credit.

                              (1) Request for Issuance. The UK Borrower must notify the UK Agent and the Letter of Credit Issuer of a requested Letter of Credit at least three (3) UK Business Days prior to the proposed issuance date (or any lesser period as approved by the UK Agent and the Letter of Credit Issuer). Such notice shall be irrevocable and must specify the original face amount of the Letter of Credit requested, the UK Business Day of issuance of such requested Letter of Credit, whether such Letter of Credit may be drawn in a single or in partial draws, the currency in which such Letter of Credit is to be denominated, the UK Business Day on which the requested Letter of Credit is to expire, the purpose for which such Letter of Credit is to be issued, and the beneficiary of the requested Letter of Credit. The UK Borrower shall attach to such notice the proposed form of the Letter of Credit.

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                              (2) Responsibilities of the Administrative Agent; Issuance. As of the UK Business Day immediately preceding the requested issuance date of the Letter of Credit, the UK Agent shall determine (i) the amount of the UK Unused Letter of Credit Subfacility, (ii) if such Letter of Credit is to be denominated in Dollars, Euro or Canadian Dollars, the UK Unused Multicurrency Letter of Credit Sublimit and (iii) UK Availability or Total Excess Availability. If (i) the face amount of the requested Letter of Credit is less than the UK Unused Letter of Credit Subfacility, (ii) if the requested Letter of Credit is to be denominated in Dollars, Euro or Canadian Dollars, the face amount of such Letter of Credit is less than the UK Unused Multicurrency Letter of Credit Sublimit and (iii) the amount of such requested Letter of Credit and all commissions, fees, and charges due from the UK Borrower in connection with the opening thereof would not exceed UK Availability or Total Excess Availability, the UK Agent shall cause the Letter of Credit Issuer to issue the requested Letter of Credit on the requested issuance date so long as the other conditions hereof are met.

                              (3) No Extensions or Amendment. The UK Agent shall not be obligated to cause the Letter of Credit Issuer to extend or amend any Letter of Credit issued pursuant hereto unless the requirements of this Section 1.4 are met as though a new Letter of Credit were being requested and issued.

                    (e) Payments Pursuant to Letters of Credit. The UK Borrower agrees to reimburse immediately when due the Letter of Credit Issuer for any draw under any Letter of Credit in the currency in which such Letter of Credit is denominated and the UK Agent for the account of the Funding UK Lenders and the UK Fronting Lender (as fronting lender for the UK Revolver Participants) upon any payment pursuant to any Credit Support, and to pay the Letter of Credit Issuer the amount of all other charges and fees then due and payable to the Letter of Credit Issuer in connection with any Letter of Credit issued for its account immediately when due, irrespective of any claim, setoff, defense or other right which the UK Borrower may have at any time against the Letter of Credit Issuer or any other Person. Each drawing under any Letter of Credit shall constitute a request by the UK Borrower to the UK Agent for a Borrowing of a UK Base Rate Revolving Loan in the amount of such drawing. The Funding Date with respect to such Borrowing shall be the date of such drawing, and the UK Agent is authorized to charge the UK Borrower’s Loan Account for the amount of such drawing in accordance with Section 3.6; provided, that if such Letter of Credit is denominated in Dollars, Canadian Dollars or Euro the procedures in this sentences and the immediately preceding sentence shall be subject to Section 12.15(e).

                    (f) Indemnification; Exoneration.

                              (1) Indemnification. In addition to amounts payable as elsewhere provided in this Section 1.4, the UK Borrower agrees to protect, indemnify, pay and save the UK Lenders (including, for the avoidance of doubt, the UK Fronting Lender and the UK Revolver Participants) and the UK Agent harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) which any UK Lender or the UK Agent (other than a UK Lender in its capacity as Letter of Credit Issuer) may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit or the provision of any Credit Support or enhancement in connection therewith. The UK Borrower’s obligations under this Section shall survive payment of all other Obligations.

                              (2) Assumption of Risk by the Applicable Borrowers. As among the UK Borrower, the UK Lenders, and the UK Agents, the UK Borrower assumes all risks of the acts and omissions of, or misuse of any of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the UK Lenders and the UK Agents (in each case, in their capacity as such) shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person in connection with the application

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for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (C) the failure of the beneficiary of any Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (D) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (G) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; (H) any consequences arising from causes beyond the control of the UK Lenders or the UK Agents, including any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority or (I) the Letter of Credit Issuer’s honor of a draw for which the draw or any certificate fails to comply in any respect with the terms of the Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any rights or powers of the UK Agents or any UK Lender under this Section 1.4(f), or the existence, validity or extent of any action, claim or rights that UK Borrower may have against any Person other than the UK Lenders and the UK Agents.

                              (3) Exoneration. Without limiting the foregoing, no action or omission whatsoever by any UK Agent or any UK Lender (excluding any UK Lender in its capacity as a Letter of Credit Issuer) shall result in any liability of any UK Agent or any UK Lender to the UK Borrower, or relieve the UK Borrower of any of its obligations hereunder to any such Person.

                              (4) Rights Against Letter of Credit Issuer. Nothing contained in this Agreement is intended to limit the UK Borrower’s rights, if any, with respect to the Letter of Credit Issuer which arise as a result of the letter of credit application and related documents executed by and between the UK Borrower and the Letter of Credit Issuer or any other Person that is not a UK Lender or UK Agent.

                              (5) Account Party. The UK Borrower hereby authorizes and directs any Letter of Credit Issuer to name the UK Borrower as the “Account Party” therein for any Letter of Credit issued on its behalf and to deliver to the UK Agent all instruments, documents and other writings and property received by the Letter of Credit Issuer pursuant to the Letter of Credit, and to accept and rely upon the UK Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit or the application therefor.

                    (g) Cash Collateral. If, notwithstanding the provisions of Section 1.4(b) and Section 10.1, any Letter of Credit or Credit Support is outstanding after the Termination Date, then upon such Termination Date the UK Borrower shall deposit with the UK Agent upon the UK Agent’s request in writing, for the ratable benefit of the UK Agents and the applicable UK Lenders, with respect to each Letter of Credit or Credit Support then outstanding, cash collateral in an amount equal to 105% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any fees and expenses associated with such Letter of Credit or such Credit Support. The UK Agent shall be entitled to withdraw from the cash collateral account, for amounts necessary to reimburse the UK Agent and the applicable UK Lenders for payments to be made by the UK Agent and the UK Lenders under such Letter of Credit or Credit Support and any fees and expenses associated with such Letter of Credit or Credit Support. Such cash collateral shall be held by the UK Agent, for the ratable benefit of the UK Agents and the applicable UK Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such Credit Support remaining outstanding. Upon expiration of any such outstanding Letter of Credit, or cancellation and return of such Letter of Credit to the Letter of

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Credit Issuer, the UK Agent shall pay to the UK Borrower any cash remaining after payment in full of all amounts due (including fees and expenses) to the UK Agent.

          1.5 UK Bank Products. The UK Borrower may request and any Bank Product Provider may, in its sole and absolute discretion, arrange for such UK Borrower to obtain from the Bank Product Provider UK Bank Products, although no UK Borrower is required to do so. If UK Bank Products are provided by a Bank Product Provider, the UK Borrower agrees to indemnify and hold the UK Agents, the Bank Product Provider and the UK Lenders harmless from any and all costs and obligations now or hereafter incurred by any UK Agent, the Bank Product Provider or any of the UK Lenders which arise from any indemnity given by the UK Agent to the Bank Product Provider related to such UK Bank Products; provided, however, nothing contained herein is intended to limit the UK Borrower’s rights with respect to the Bank Product Provider, if any, which arise as a result of the execution of documents by and between the UK Borrower and the Bank which relate to UK Bank Products. The agreement contained in this Section shall survive termination of this Agreement. The UK Borrower acknowledges and agrees that the obtaining of UK Bank Products from a Bank Product Provider (a) is in the sole and absolute discretion of the Bank Product Provider, and (b) is subject to all rules and regulations of the Bank Product Provider.

          1.6 [Intentionally Deleted].

          1.7 UK Fronting Lender’s Put Rights

                    (a) So long as any Event of Default shall have occurred and be continuing, the UK Fronting Lender shall have the right, upon written notice (a “Put Notice”), to each UK Revolver Participant to require such UK Revolver Participants, within three (3) UK Business Days following receipt of a Put Notice, to purchase and assume the aggregate outstanding amount of its UK Revolver Participant Commitment from the UK Fronting Lender by payment of such amount in immediately available funds in Pounds Sterling. Each UK Revolver Participant’s duty and obligation to purchase the aggregate outstanding amount of such UK Revolver Participant Commitment shall be absolute and unconditional and shall not be affected by any circumstance, including: (a) any setoff, counterclaim, recoupment, defense or other right that such UK Revolver Participant may have against the UK Fronting Lender, the UK Borrower or any other Person for any reason whatsoever; (b) the occurrence of any Default or Event of Default; (c) any inability of the UK Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time; or (d) any other circumstance, happening or event whatsoever, whether or not similar to the foregoing. If any UK Revolver Participant does not pay to the UK Fronting Lender the amount of the aggregate outstanding amount of its UK Revolver Participant Commitment within the later of three (3) UK Business Days or three (3) US Business Days after receipt of the Put Notice (the “Put Date”), (i) such amount shall be due and payable on demand and shall bear interest at the higher of (x) the UK Base Rate plus the Applicable Margin specified for UK Base Rate Revolving Loans plus Mandatory Costs and (y) the UK Sterling LIBOR Rate plus the Applicable Margin for UK Sterling LIBOR Revolving Loans plus the Mandatory Cost per annum until paid and (ii) such UK Revolver Participant shall be required to pay an administration and risk management charge to the UK Fronting Lender in the amount of £50,000, unless such non-payment is due solely to administrative or technical delays in the transmission of funds and payment is made within the later of two (2) UK Business Days and two (2) US Business Days of the Put Date.

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ARTICLE 2.
INTEREST AND FEES

          2.1 Interest.

                    (a) Interest Rates. All outstanding UK Loans shall bear interest on the unpaid principal amount thereof (plus, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the UK Base Rate or the UK LIBOR Rate, as applicable, plus the Applicable Margin plus the Mandatory Cost, but not to exceed the Maximum Rate. If at any time UK Revolving Loans are outstanding with respect to which the UK Borrower has not delivered to the UK Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those UK Revolving Loans shall bear interest at a rate determined by reference to the UK Base Rate, as applicable, until notice to the contrary has been given to the UK Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the outstanding UK Loans shall bear interest as follows:

                    For all UK Revolving Loans:

          (A) for all UK Base Rate Revolving Loans at a fluctuating per annum rate equal to the UK Base Rate plus the Applicable Margin specified for UK Base Rate Revolving Loans plus the Mandatory Cost; and

          (B) For all UK Sterling LIBOR Revolving Loans at a per annum rate equal to the sum of the UK LIBOR Rate plus the Applicable Margin specified for UK Sterling LIBOR Revolving Loans plus the Mandatory Cost.

          Each change in the UK Base Rate shall be reflected in the interest rate applicable to UK Revolving Loans, as of the effective date of such change. Each change in the UK LIBOR Rate for each outstanding UK Sterling LIBOR Revolving Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage. All interest charges on UK Base Rate Revolving Loans shall be computed on the basis of a 365 or 366 day year for actual days elapsed. All interest charges on UK Sterling LIBOR Revolving Loans shall be computed on the basis of a year of 360 days for actual days elapsed. The UK Borrower shall pay to the UK Agent, for the ratable benefit of Funding UK Lenders and the UK Fronting Lender (as fronting lender for the UK Revolver Participants), interest accrued on all UK Base Rate Revolving Loans in arrears at the end of each fiscal quarter hereafter and on the Termination Date, and the UK Borrower shall pay to the UK Agent, for the ratable benefit of the Funding UK Lenders and the UK Fronting Lender (as fronting lender for the UK Revolver Participants) interest on all UK Sterling LIBOR Revolving Loans in arrears on each LIBOR Interest Payment Date and, if the Interest Period applicable to UK Sterling LIBOR Revolving Loans is greater than three months, no less frequently than every three months.

                    (b) Fronting Fee; Participation Fee. When and as the UK Fronting Lender collects interest on the UK Revolving Loans prior to the Put Date, the UK Fronting Lender shall retain for its account interest at the UK Base Rate or UK LIBOR Rate, as applicable, any Mandatory Costs incurred and an amount equal to the Fronting Fee and shall promptly thereafter distribute to each UK Revolver Participant its Pro Rata Share of the remaining Applicable Margin, as a participation fee (the “Participation Fee”). If the UK Borrower pays less than all of the interest then due and owing by it for any period, that portion of the interest equal to the Participation Fee shall be deemed to be the last portion of interest paid or to be paid. For the avoidance of doubt, from and after the Put Date (assuming each UK Revolver Participant has purchased its requisite Pro Rata Share of the UK Revolving Loans from the UK Fronting Lender), interest shall be distributed by the UK Agent for the ratable benefit of the UK Lenders (directly).

                    (c) Default Rate. If all or a portion of (i) the principal amount of any UK Revolving Loan or (ii) any interest payable thereon or any other UK Obligation shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per

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annum that is (x) in the case of overdue principal, the rate that would otherwise be applicable thereto plus 2% or (y) in the case of any overdue interest or any such other UK Obligation, the rate applicable to Base Rate Revolving Loans plus 2% from and including the date of such non-payment to but excluding the date on which such amount is paid in full (after as well as before judgment).

          2.2 Continuation and Conversion Elections.

                    (a) Subject to Section 1.2(b)(3), the UK Borrower may:

          (i) elect, as of any UK Business Day, in the case of UK Base Rate Revolving Loans to convert any UK Base Rate Revolving Loans (or any part thereof in an amount not less than £500,000, or that is in an integral multiple of £250,000 in excess thereof) into UK Sterling LIBOR Revolving Loans; or

          (ii) elect, as of the last day of the applicable Interest Period, to continue any UK Sterling LIBOR Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than £500,000, or that is in an integral multiple of £250,000 in excess thereof);

provided, that if at any time the aggregate amount of UK Sterling LIBOR Revolving Loans in respect of any single Interest Period is reduced, by payment, prepayment, or conversion of part thereof to be less than £500,000, such UK Sterling LIBOR Revolving Loans shall automatically convert into UK Base Rate Revolving Loans; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month.

                    (b) The UK Borrower shall deliver a notice of continuation/conversion in the form attached hereto as Exhibit E (a “Notice of Continuation/Conversion”) to the UK Agent not later than 2:00 p.m. (London time), at least three (3) UK Business Days in advance of the Continuation/Conversion Date, if the UK Revolving Loans are to be converted into or continued as UK Sterling LIBOR Revolving Loans and specifying:

          (i) the proposed Continuation/Conversion Date;

          (ii) the aggregate amount of UK Revolving Loans to be converted or renewed;

          (iii) the type of UK Revolving Loans resulting from the proposed conversion or continuation; and

          (iv) the duration of the requested Interest Period, provided, however, the UK Borrower may not select an Interest Period that ends after the Stated Termination Date.

                    (c) If upon the expiration of any Interest Period applicable to UK Sterling LIBOR Revolving Loans, the UK Borrower has failed to select timely a new Interest Period to be applicable to such UK Sterling LIBOR Revolving Loans or if any Default or Event of Default then exists, the UK Borrower shall be deemed to have elected to convert such UK Sterling LIBOR Revolving Loans into UK Base Rate Revolving Loans effective as of the expiration date of such Interest Period.

                    (d) The UK Agent will promptly notify each UK Lender, as applicable, of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably

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according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each UK Lender.

                    (e) There may not be more than six (6) different Interest Periods for UK Sterling LIBOR Revolving Loans in effect hereunder at any time.

          2.3 Maximum Interest Rate. In no event shall any interest rate provided for hereunder exceed the maximum rate legally chargeable by any UK Lender under applicable law for such UK Lender with respect to loans of the type provided for hereunder (the “Maximum Rate”). If, in any month, any interest rate, absent such limitation, would have exceeded the Maximum Rate, then the interest rate for that month shall be the Maximum Rate, and, if in future months, that interest rate would otherwise be less than the Maximum Rate, then that interest rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the UK Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 2.3, have been paid or accrued if the interest rate otherwise set forth in this Agreement had at all times been in effect, then the UK Borrower shall, to the extent permitted by applicable law, pay the UK Agent, for the account of the applicable UK Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have accrued if the Maximum Rate had, at all times during the term of this Agreement, been in effect or (ii) the amount of interest which would have accrued had the interest rate otherwise set forth in this Agreement, at all times, during the term of this Agreement, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. If a court of competent jurisdiction determines that the UK Agent and/or any UK Lender has received interest and other charges hereunder in excess of the Maximum Rate, such excess shall be deemed received on account of, and shall automatically be applied to reduce, the then outstanding UK Obligations of the UK Borrower other than interest, in the inverse order of maturity, and if there are no such UK Obligations of the UK Borrower outstanding, the UK Agent and/or such UK Lender shall refund to the UK Borrower such excess.

          2.4 Agent Fees. The UK Borrower agrees to pay the UK Agent and the UK Security Trustee fees in the amount and at the times set forth in the amended and restated fee letter dated June 23, 2006, among the Administrative Agent, Lehman Commercial Paper Inc., Lehman Brothers Inc., CIT Capital Securities LLC, Goldman Sachs & Co., Goldman Sachs Credit Partners L.P., Wachovia Bank, National Association, Wachovia Investment Holdings, LLC, the Parent Guarantor and Acquisition Sub (as amended, restated, supplemented or otherwise modified from time to time, the “Fee Letter”).

          2.5 Unused Line Fee. On the first day of each month and on the Termination Date: (i) the UK Borrower agrees to pay to the UK Agent, for the account of the Funding UK Lenders, and the UK Fronting Lender (as fronting lender for the UK Revolver Participants) in accordance with their respective Pro Rata Shares, an unused line fee (the “UK Unused Line Fee”) in an amount equal to the Sterling Equivalent of the Applicable Unused Line Fee Rate multiplied by the amount by which the UK Commitments exceed the average daily amount of UK Aggregate Outstandings and (ii) the US Borrowers agree, jointly and severally, to pay to the Administrative Agent, for the account of the US Revolver Lenders, in accordance with their respective Pro Rata Shares, an unused line fee (the “US Unused Line Fee”) in an amount equal to the Dollar Equivalent of (x) the Applicable Unused Line Fee Rate multiplied by the amount by which the Aggregate Commitments exceeds the average daily amount of Aggregate Outstandings less (y) the amount of the UK Unused Line Fee payable for such period during the immediately preceding month or shorter period if calculated for the first month hereafter or on the Termination Date. The Unused Line Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed.

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          2.6 Letter of Credit Fee. The UK Borrower agrees to pay to the UK Agent, for the account of the Funding UK Lenders and the UK Fronting Lender (as fronting lender for the UK Revolver Participants), in accordance with their respective Pro Rata Shares, for each Letter of Credit issued under the UK Credit Agreement, a fee (the “Letter of Credit Fee”) equal to the Applicable Margin for UK Sterling LIBOR Revolving Loans and to the UK Agent for the benefit of the Letter of Credit Issuer a fronting fee of one-eighth of one percent (0.125%) of the undrawn face amount of each Letter of Credit, and to the Letter of Credit Issuer, all customary out-of-pocket costs, fees and expenses incurred by the Letter of Credit Issuer in connection with the application for, processing of, issuance of, extension of, draws under or amendment to any Letter of Credit. The Letter of Credit Fee shall be payable monthly in arrears on the first day of each month following any month in which a Letter of Credit is outstanding and on the Termination Date. The Letter of Credit Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed. The Letter of Credit Fee with respect to any Letter of Credit denominated in Dollars, Canadian Dollars or Euro shall be converted into Pounds Sterling by the UK Borrower prior to the payment thereof on the basis of the Spot Rate for the purchase of Pounds Sterling with such other currency on the date of payment thereof.

          2.7 Distribution of Fees to UK Revolver Participants. When and as the UK Fronting Lender collects any Letter of Credit Fee or any Unused Line Fee prior to the Put Date, the UK Fronting Lender shall promptly distribute the same to each UK Revolver Participant in accordance with such UK Revolver Participant’s Pro Rata Share.

ARTICLE 3.
PAYMENTS AND PREPAYMENTS

          3.1 Revolving Loans. The UK Borrower shall repay the outstanding principal balance of the UK Revolving Loans made to such UK Borrower, plus all accrued but unpaid interest thereon, on the Termination Date. The UK Borrower may prepay the UK Revolving Loans made to such UK Borrower at any time, and reborrow subject to the terms of this Agreement; provided, however, the UK Borrower may not terminate the Total UK Facility unless the US Borrower also terminates the Total US Facility. In addition, and without limiting the generality of the foregoing, (a) the UK Borrower shall pay to the UK Agent, for the account of the Funding UK Lenders and the UK Fronting Lender (as fronting lender for the UK Revolver Participants), the amount, without duplication, by which the UK Aggregate Outstandings exceed the lesser of the UK Borrowing Base or the Maximum UK Amount, (b) the UK Borrower shall pay to the UK Agent, for the account of the UK Lenders, the amount, by which the UK Aggregate Outstandings exceeds the Maximum UK Amount unless such amount shall have otherwise been paid by the US Borrowers to the Administrative Agent pursuant to the US Credit Agreement.

          3.2 Termination of Facility. The UK Borrower may terminate this Agreement upon at least thirty (30) UK Business Days’ notice of intent to terminate and ten (10) UK Business Day’s actual notice to the Administrative Agent, the UK Lenders, the UK Agent and UK Lenders, upon (a) the payment by the Borrowers in full of all outstanding Revolving Loans, together with accrued interest thereon, and the cancellation and return of all outstanding Letters of Credit or the provision of cash collateral pursuant to Section 1.4(g) hereof and Section 1.4(g) of the US Credit Agreement, (b) the payment by each Borrower in full in cash of all reimbursable expenses and other Obligations then due of such Borrower under this Agreement, and (c) with respect to any LIBOR Revolving Loans prepaid, payment by each Borrower of the amounts due under Section 4.4, if any, and the corresponding amounts due, if any, under the US Credit Agreement.

          3.3 [Intentionally deleted].

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          3.4 UK Sterling LIBOR Revolving Loan Prepayments. In connection with any prepayment, if any UK Sterling LIBOR Revolving Loans are prepaid prior to the expiration date of the Interest Period applicable thereto, the UK Borrower shall pay to the UK Lenders the amounts described in Section 4.4.

          3.5 Payments by the UK Borrower.

                    (a) All payments to be made by the UK Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the UK Borrower shall be made to the UK Agent for the account of the applicable UK Lenders, at the account designated by the UK Agent and shall be made in Pounds Sterling and in immediately available funds, no later than 1:00 p.m. (London time) on the date specified herein. Any payment received by the UK Agent on such date after such time shall be deemed at the option of the UK Agent to have been received on the following UK Business Day and any applicable interest shall continue to accrue.

                    (b) Subject to the provisions set forth in the definition of “Interest Period,” whenever any payment is due on a day other than an UK Business Day, such payment shall be due on the following UK Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

          3.6 Payments as US Revolving Loans. At the election of the UK Agent, all payments of principal, interest, reimbursement obligations in connection with Letters of Credit and Credit Support for Letters of Credit, fees, premiums, reimbursable expenses and other sums payable hereunder or under any UK Loan Document may be paid from the proceeds of UK Revolving Loans made to the UK Borrower hereunder. The UK Borrower hereby irrevocably authorizes the UK Agent to charge the Loan Account of the UK Borrower for the purpose of paying all amounts from time to time due hereunder and agrees that all such amounts charged shall constitute UK Base Rate Revolving Loans (including Non-Ratable Loans and Agent Advances) to the UK Borrower; provided, that if such Letter of Credit is denominated in Dollars, Canadian Dollars or Euro the procedures in this sentences and the immediately preceding sentence shall be subject to Section 12.15(e).

          3.7 Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the applicable UK Lenders (according to the unpaid principal balance of the UK Revolving Loans to which such payments relate held by each applicable UK Lender) and payment of fees shall, as applicable, be apportioned ratably among the applicable UK Lenders, except for fees payable solely to any UK Agent, the UK Security Trustee and any Letter of Credit Issuer, except as provided in Section 2.1(b), and amounts payable to the UK Agent in connection with the funding of the UK Revolving Loans in Pounds Sterling agreed from time to time by UK Lenders. All payments shall be remitted to the UK Agent and all such payments by the UK Borrower not relating to principal or interest or premiums of specific UK Revolving Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral of such UK Borrower received by the UK Agent (other than voluntary or mandatory payments pursuant to Section 7.6), shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, (including any Additional Monitoring and Administrative Fee (as defined in Section 13.6 (b))) indemnities or expense reimbursements then due to the UK Agent from the UK Borrower; second, to pay any fees or expense reimbursements then due to the UK Lenders from the UK Borrower; third, to pay interest due in respect of all UK Revolving Loans, including Non-Ratable Loans and Agent Advances, made to the UK Borrower whether or not allowed or allowable in an insolvency proceeding; fourth, to pay or prepay principal of the UK Revolving Loans, including Non-Ratable Loans, and Agent Advances, made to the UK Borrower and due and unpaid reimbursement obligations in respect of Letters of Credit; fifth, following the occurrence and during the continuance of a Default or an Event of Default, to pay an amount to the UK Agent equal to 105% of all outstanding Letter of Credit Obligations of the UK Borrower to be held as cash collateral for such

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Obligations; sixth to the payment of any other Obligation to any UK Agent, Bank or the UK Revolving Lenders, including, Obligations in respect of UK Bank Products. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the UK Borrower or unless an Event of Default has occurred and is continuing or following termination of this Agreement, neither the UK Agent nor any UK Lender shall apply any payments which it receives to any UK Sterling LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such UK Sterling LIBOR Revolving Loan, or (b) in the case of UK Sterling LIBOR Revolving Loan only, in the event, and only to the extent, that there are no outstanding UK Base Rate Revolving Loans made to the UK Borrower and, in any event, in each case the UK Borrower shall pay LIBOR breakage losses, if any, in accordance with Section 4.4. Upon the occurrence and during the continuation of an Event of Default and, prior thereto in order to correct any error or otherwise with the consent of the Lenders required pursuant to Section 11.1(b) hereof, the UK Agent and the UK Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations of the UK Borrower.

          3.8 Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the UK Obligations, any UK Agent, any UK Lender, the Letter of Credit Issuer or Bank Product Provider, is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, and does in effect surrender such payment or proceeds, then the UK Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by such UK Agent, such UK Lender, the Letter of Credit Issuer or Bank Product Provider and the UK Borrower shall be liable to pay to the UK Agents, the UK Lenders, the Letter of Credit Issuer or Bank Product Provider, and hereby do jointly and severally indemnify the UK Agents, the UK Lenders, the Letter of Credit Issuer or Bank Product Provider and hold the UK Agents, the UK Lenders, the Letter of Credit Issuer or Bank Product Provider harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 shall be and remain effective notwithstanding any contrary action which may have been taken by any UK Agent, any UK Lender, the Letter of Credit Issuer or Bank Product Provider in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the UK Agents’, the UK Lenders’, the Letter of Credit Issuer’s or Bank Product Provider’s rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreement.

          3.9 UK Agents’ and UK Lenders’ Books and Records; Monthly Statements. The UK Agent shall record the principal amount of the UK Revolving Loans owing to the UK Lenders, the undrawn face amount of all outstanding Letters of Credit issued for the account of the UK Borrower and the aggregate amount of unpaid reimbursement obligations outstanding with respect to the Letters of Credit for the account of the UK Borrower from time to time on its books. In addition, each UK Lender may note the date and amount of each payment or prepayment of principal of such UK Lender’s Revolving Loans in its books and records. Failure by the UK Agents or any UK Lender to make such notation shall not affect the obligations of the UK Borrower with respect to the UK Revolving Loans or the Letters of Credit. The UK Borrower agrees that the UK Agents’ and each UK Lender’s books and records showing the UK Obligations and the transactions pursuant to this Agreement and the other Loan Documents shall be admissible in any action or proceeding arising therefrom, and shall constitute rebuttably presumptive proof thereof, irrespective of whether any UK Obligation is also evidenced by a promissory note or other instrument. The UK Agent will provide to the UK Borrower a monthly statement of UK Revolving Loans, payments, and other transactions with respect to such UK Borrower pursuant to this Agreement. Such statement shall be deemed correct, accurate, and binding on such UK Borrower and an account

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stated (except for reversals and reapplications of payments made as provided in Section 3.7 hereof and corrections of errors discovered by the UK Agent), unless the UK Borrower notifies the UK Agent in writing to the contrary within 45 days after such statement is rendered. In the event a timely written notice of objections is given by the UK Borrower, only the items to which exception is expressly made will be considered to be disputed by the UK Borrower.

          3.10 [Intentionally deleted].

ARTICLE 4.
TAXES, YIELD PROTECTION AND ILLEGALITY

          4.1 Taxes.

                    (a) Except as otherwise required by law, any and all payments by each UK Obligor to any Lender (including payments made indirectly to the UK Revolver Participants) or any Agent under this Agreement and any other Loan Document shall be made free and clear of, and without deduction or withholding for any Taxes. In addition, each UK Obligor shall pay all Other Taxes with respect to the UK Obligations of such UK Obligor and the payments due under the execution, delivery, registration and performance of this Agreement or otherwise and pursuant to any other Loan Document. The UK Obligor shall promptly upon becoming aware that it must make a deduction or withholding for any Taxes or Other Taxes (or that there is a change in the rate or the basis of a deduction or withholding for any Taxes or Other Taxes) notify the UK Agent accordingly.

                    (b) If a UK Obligor fails to deduct or withhold Taxes or Other Taxes from a sum payable hereunder to any UK Lender or any UK Agent and the UK Obligor would have been required to pay additional amounts in respect of that withholding or deduction under Section 4.1(c), then the UK Obligor shall indemnify the UK Agents and each UK Lender (including for the avoidance of doubt the UK Fronting Lender and the UK Revolver Participants) for the full amount of such Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by any UK Agent or such UK Lender with respect to the UK Obligations of such UK Obligor and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto. Each UK Agent and each UK Lender seeking indemnification pursuant to this Section 4.1(b) agrees to deliver to the UK Borrower evidence of the Taxes or Other Taxes forming the basis for any such claim; provided that the prior delivery or sufficiency, in the judgment of the UK Borrower, of such evidence shall in no way be a condition of the UK Obligors’ obligations to indemnify the UK Agent or UK Lenders pursuant to this Section 4.1(b). No UK Obligor shall be obligated to make a payment to a UK Agent or UK Lender pursuant to this clause in respect of penalties, interest and other liabilities attributable to any Taxes or Other Taxes if such penalties, interest and other liabilities are attributable to the gross negligence or willful misconduct of such UK Agent or UK Lender. After a UK Agent or UK Lender receives notice of the imposition of the Taxes or Other Taxes that are subject to this Section, such UK Agent or UK Lender will act in good faith to promptly notify each UK Obligor of its obligations hereunder.

                    (c) Subject to Section 4.1(f), if any UK Obligor shall be required by law to deduct or withhold any Taxes or Other Taxes from or in respect of any sum payable hereunder to any UK Lender or any UK Agent, then:

          (i) the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) such UK

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Lender or such UK Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made;

          (ii) such UK Obligor shall make such deductions and withholdings; and

          (iii) such UK Obligor shall pay the full amount deducted or withheld to the relevant taxing authority or other authority in accordance with applicable law.

                    (d) At any UK Agent’s request, within 30 days after the date of any payment by any UK Obligor of Taxes or Other Taxes, the UK Borrower shall furnish such UK Agent, if available, the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment reasonably satisfactory to such UK Agent.

                    (e) If any UK Obligor is required to pay additional amounts to any UK Lender pursuant to this Section, then such UK Lender shall, upon the request and at the expense of the UK Borrower, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by such UK Obligor which may thereafter accrue, if such change, in the sole judgment of such UK Lender, (i) is not otherwise disadvantageous to such UK Lender and (ii) would avoid the need for or reduce the amount of such additional amounts.

                    (f) A UK Obligor is not required to pay additional amounts to a UK Lender under Section 4.1(c) above in respect of any deduction or withholding in respect of Taxes imposed by the United Kingdom in respect of a payment of interest under the Loans if, on the date on which the said payment of interest falls due the payment could have been made to the relevant UK Lender without any deduction or withholding in respect of such Taxes if it was a Qualifying Lender, but on that date the UK Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date on which it became a UK Lender in (or in the interpretation, administration or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority. Each UK Lender represents to the UK Agent and the UK Borrower that on the date on which it became a UK Lender it was a Qualifying Lender.

                    (g) [Intentionally deleted].

                    (h) All consideration expressed to be payable pursuant to this Agreement or any other Loan Document by any party to the agreement shall be deemed to be exclusive of any VAT. Subject to paragraph (b) below, if VAT is chargeable on any supply made by any Lender Party to any Credit Party in connection with a Loan Document, that Credit Party shall pay to the Lender Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT.

                    (i) If VAT is chargeable on any supply made by any Lender Party (the “Supplier”) to any other Lender Party (the “Recipient”) in connection with a Loan Document, and any Credit Party is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier, such Credit Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT.

                    (j) Where a Loan Document requires any Credit Party to reimburse a Lender Party for any costs or expenses, that Credit Party shall also at the same time pay and indemnify the Lender Party against all VAT incurred by the Lender Party in respect of the costs or expenses to the extent that

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the Lender Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the VAT.

                    (k) For the purposes of this Section 4.1, “Qualifying Lender” means a Lender Party which is beneficially entitled to interest payable to that Lender Party in respect of an advance under a Loan Document and is:

                    (i) a Lender Party which is either (aa) a bank (as defined for the purpose of section 349 of the Taxes Act) making an advance under a Loan Document, or (bb) a Lender Party in respect of an advance made under a Loan Document by a person that was a bank (as defined for the said purpose) at the time that the advance was made, and which in either case is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or

                    (ii) a Lender Party which is (aa) a company resident in the United Kingdom for United Kingdom tax purposes, (bb) a partnership each member of which is either a company resident in the United Kingdom for United Kingdom tax purposes or a company not so resident which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (for the purposes of Section 11(2) of the Taxes Act) the whole of any share of interest payable in respect of that advance that falls to it by reason of sections 114 and 115 of the Taxes Act, or (cc) a company not resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (for the purposes of Section 11(2) of the Taxes Act) of that Company; or

                    (iii) a Treaty Lender; or

                    (iv) a building society (as defined for the purpose of section 477A of the Taxes Act).

                    (l) For the purposes of this Section 4.1, “Taxes Act” means the United Kingdom Income and Corporation Taxes Act 1988.

                    (m) For the purposes of this Section 4.1 and Section 12.23 below, “Treaty Lender” means a Lender Party which (i) is treated as a resident of a Treaty State for the purposes of the relevant Treaty and is entitled to the benefit of the Treaty in respect of interest paid under a Loan Document; and (ii) does not carry on a business in the United Kingdom through a permanent establishment with which that Lender Party’s participation in the Loans is effectively connected.

                    (n) For the purposes of the definition of Treaty Lender, “Treaty State” means a jurisdiction having a double taxation agreement (a “Treaty”) with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest, and includes, for the avoidance of doubt, the United States of America.

          4.2 Illegality.

                    (a) If any UK Lender reasonably determines that the introduction of any Requirement of Law, or any change in any Requirement of Law, or change in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any UK Lender or its applicable lending office to make or participate in UK Sterling LIBOR Revolving Loans, then, on notice thereof by that UK Lender to the UK Borrower through the UK Agent, any obligation of that UK Lender to make or participate in UK Sterling LIBOR

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Revolving Loans shall be suspended until that UK Lender notifies the UK Agent and the UK Borrower that the circumstances giving rise to such determination no longer exist.

                    (b) If any UK Lender reasonably determines that the introduction of any Requirement of Law, or any change in any Requirement of Law, or change in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any other Governmental Authority has asserted that it is unlawful, for any UK Lender or its applicable lending office to maintain or participate in any UK Sterling LIBOR Revolving Loans, the UK Borrower shall, upon its receipt of notice thereof by that UK Lender to the UK Borrower through the UK Agent and demand from such UK Lender (with a copy to the UK Agent), prepay in full such UK Sterling LIBOR Revolving Loans of that UK Lender then outstanding, together with interest accrued thereon and amounts required under Section 4.4, either on the last day of the Interest Period thereof, if that UK Lender may lawfully continue to maintain and participate in such UK Sterling LIBOR Revolving Loans to such day, or immediately, if that UK Lender may not lawfully continue to maintain or participate in such UK Sterling LIBOR Revolving Loans. If the UK Borrower is required to so prepay any UK Sterling LIBOR Revolving Loans, then concurrently with such prepayment, the UK Borrower shall borrow from the affected UK Lender, in the amount of such repayment, a UK Base Rate Revolving Loan. Each UK Lender agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different lending office if such designation will, in the sole judgment of such UK Lender, avoid the need for such notice and will not otherwise be disadvantageous to such Lender.

                    (c) Should any US Lender’s UK LIBOR Loans be suspended under the provisions of Section 4.2, then without limiting its obligations to reimburse any UK Lender for compensation claimed pursuant to this Section 4.2, the UK Borrower may, within 60 days following such occurrence, treat that UK Lender as an “Affected Lender” under Section 4.6 and exercise the applicable remedies set forth therein, subject to the conditions and limitation set forth therein.

          4.3 Increased Costs and Reduction of Return.

                    (a) If any UK Lender determines that due to either (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) the compliance by that UK Lender with any law or regulation or guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such UK Lender of agreeing to make or making, funding or maintaining or participating in any UK Sterling LIBOR Revolving Loans, without duplication, then the UK Borrower shall be liable for, and shall from time to time, within two UK Business Days of demand by such UK Lender (with a copy of such demand to be sent to the UK Agent), pay to the UK Agent for the account of such UK Lender, additional amounts as are sufficient to compensate such UK Lender for such increased costs. This Section 4.3(a) shall not apply to any Taxes (which are subject to Section 4.1) or any income or franchise taxes as are imposed on or measured by each Agents’ or Lenders’ net income as a result of a connection between such Agent or Lender and the jurisdiction of the governmental authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Agent or Lender having executed, delivered or performed its obligations or received a payment under, or enforced by, the US Credit Agreement or UK Credit Agreement).

                    (b) If any UK Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such UK Lender or any corporation or other entity controlling such UK Lender with any Capital Adequacy Regulation, affects the amount of capital required to be maintained by such UK Lender or any

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corporation or other entity controlling such UK Lender and (taking into consideration such UK Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such UK Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its UK Commitments, loans, credits or obligations under this Agreement, then, upon demand of such UK Lender to the UK Borrower in respect of which such UK Lender has a UK Commitment through the UK Agent, the UK Borrower shall pay to such UK Lender, from time to time as specified by such UK Lender, additional amounts sufficient to compensate such UK Lender for such increase.

                    (c) If any UK Obligor is required to pay additional amounts to any UK Lender pursuant to this Section, then such UK Lender shall, upon the request and at the expense of the UK Borrower, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by such UK Obligor which may thereafter accrue, if such change, in the sole judgment of such UK Lender, (i) is not otherwise disadvantageous to such UK Lender and (ii) would avoid the need for or reduce the amount of such additional amounts.

          4.4 Funding Losses. The UK Borrower shall reimburse each UK Lender and hold each UK Lender harmless from any loss or expense which such UK Lender may sustain or incur as a consequence of:

                    (a) the failure of such UK Borrower to make on a timely basis any payment of principal of any UK Sterling LIBOR Revolving Loan;

                    (b) the failure of such UK Borrower to borrow, continue or convert a Loan after such UK Borrower has given a Notice of Borrowing or a Notice of Continuation/Conversion; or

                    (c) the prepayment or other payment (including after acceleration thereof) of any UK Sterling LIBOR Revolving Loan on a day that is not the last day of the relevant Interest Period;

including any such loss of anticipated profit and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its UK Sterling LIBOR Revolving Loans or from fees payable to terminate the deposits from which such funds were obtained. The UK Borrower shall also pay any customary administrative fees charged by any UK Lender in connection with the foregoing.

          4.5 Inability to Determine Rates. If the UK Agent determines that for any reason (a) adequate and reasonable means do not exist for determining the UK LIBOR Rate for any requested Interest Period with respect to a proposed UK Revolver LIBOR Loan or (b) that the UK LIBOR Rate for any requested Interest Period with respect to a proposed UK Sterling LIBOR Revolving Loan does not adequately and fairly reflect the cost to the applicable UK Lenders of funding such UK Sterling LIBOR Revolving Loan, the UK Agent will promptly so notify such UK Borrower and each such UK Lender. Thereafter, the obligation of the UK Lenders to make or maintain UK Sterling LIBOR Revolving Loans hereunder shall be suspended until the UK Agent revokes such notice in writing. Upon receipt of such notice, in the case of UK Revolving Loans, (I) the UK Borrower may revoke any Notice of Borrowing or Notice of Continuation/Conversion in respect of UK Revolving Loans then submitted by it without cost or expense to the UK Borrower and (II) if the UK Borrower does not revoke such Notice, the Funding UK Lenders and the UK Fronting Lender shall make, convert or continue the UK Revolving Loans, as proposed by the UK Borrower, in the amount specified in the applicable notice submitted by the UK Borrower, but such UK Revolving Loans shall be made, converted or continued as UK Base Rate Revolving Loans instead of UK Sterling LIBOR Revolving Loans.

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          4.6 Certificates of Lenders.

                    (a) Any UK Lender claiming reimbursement or compensation under this Article 4 (an “Affected Lender”) shall determine the amount thereof and shall deliver to the UK Borrower in respect of which such Affected Lender has a UK Commitment (with a copy to the UK Agent) a certificate setting forth in reasonable detail the amount payable to such Affected Lender and such evidence, documentation and other information reasonably required by the UK Borrower to evaluate such claim, and such certificate shall be conclusive and binding on the UK Borrower in the absence of manifest error.

                    (b) Without limiting its obligations to reimburse an Affected Lender for compensation theretofore claimed by an Affected Lender pursuant to this Article 4, UK Borrower may, within 60 days following any demand by an Affected Lender, request that one or more Persons that are Eligible Transferees and that are approved by the UK Agent (which approval shall not be unreasonably withheld) purchase all (but not part) of the Affected Lender’s then outstanding UK Revolving Loans, and assume its Pro Rata Share of the UK Commitments and its obligations hereunder; provided that such request may not be made, and the UK Agent and the UK Lenders shall have no obligations under this Section 4.6(b), if and to the extent that the basis for any such reimbursement or compensation with respect to such Affected Lender is, in the judgment of the UK Agent, applicable to the UK Required Lenders or has resulted or could reasonably be expected to result in any claim for reimbursement or compensation under this Article 4 by the UK Required Lenders. If one or more such Eligible Transferees so agree in writing (each, an “Assuming Lender,” and collectively, the “Assuming Lenders”), the Affected Lender shall assign its Pro Rata Share of the Aggregate Commitments (including, for the avoidance of doubt, the US Commitments), together with the outstanding Revolving Loans (including, for the avoidance of doubt, the US Revolving Loans) to the Assuming Lender or Assuming Lenders in accordance with Section 11.2; provided that, unless the Assuming Lender has also agreed to accept the assignment of all US Commitments and US Revolving Loans pursuant to the terms of the US Credit Agreement, the UK Lender shall not be required or permitted to assign its UK Commitments or UK Revolving Loans pursuant to this Section and any purported assignment pursuant to this Section shall be null and void. On the date of any such assignment, the Affected Lender which is being so replaced shall cease to be a “Lender” for all purposes of this Agreement and shall receive (x) from the Assuming Lender or Assuming Lenders the principal amount of its outstanding Loans and (y) from the UK Borrower all interest and fees accrued and then unpaid with respect to such UK Revolving Loans, together with any other amounts then payable to such UK Lender by UK Borrower.

          4.7 Survival. The agreements and obligations of the UK Obligors in this Article 4 shall survive the payment of all other Obligations.

ARTICLE 5.
BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES

          5.1 Books and Records. Each Credit Party shall maintain in accordance with GAAP or UK GAAP, as applicable, applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a), and shall cause each of their Subsidiaries to maintain, at all times, correct and complete books, records and accounts in which complete, correct and timely entries are made of their transactions. The Credit Parties shall, and shall cause each of their Subsidiaries to, by means of appropriate entries, reflect in such accounts and in all Financial Statements proper liabilities and reserves for all taxes and proper provision for depreciation and amortization of property and bad debts, all in accordance with GAAP. The Credit Parties shall, and shall cause each of their Subsidiaries to, maintain at all times books and records pertaining to the Collateral in such detail, form and scope as the Administrative Agent, UK Agent or any Lender shall reasonably require, including, but not limited to, records of: (a) all payments received and all credits and extensions granted with respect to the Accounts; (b) the return, repossession, loss, damage, or destruction of any Rental Fleet Assets, Sales Inventory or

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Machinery and Equipment included in the Applicable Borrowing Base; and (c) all other material dealings affecting the Collateral.

          5.2 Financial Information. The Parent Guarantor and the Borrowers shall promptly furnish to each Lender all such financial information regarding any Credit Party or any of their Subsidiaries as the Administrative Agent or the UK Agent shall reasonably request. Without limiting the foregoing, the Borrowers will furnish to the Administrative Agent and the UK Agent, in sufficient copies for distribution by the Administrative Agent and the UK Agent, as applicable, to each Lender, in such detail as the Administrative Agent, the UK Agent or the Lenders shall reasonably request, the following:

                    (a) As soon as available, but in any event not later than ninety (90) days after the end of each Fiscal Year (except as set forth in clause (v) below), (i) consolidated audited balance sheets, income statements, cash flow statements and changes in stockholders’ equity for Mobile Services and its consolidated Subsidiaries for such Fiscal Year, and the accompanying notes thereto, (ii) consolidating unaudited balance sheets, income statements and cash flow statements for Mobile Services and its consolidated Subsidiaries, (iii) unaudited balance sheets and income statements for Mobile Services and its consolidated US Subsidiaries, (iv) unaudited balance sheets and income statements for Ravenstock and its consolidated Subsidiaries and (v) balance sheets and income statements for Ravenstock and its consolidated Subsidiaries audited in accordance with UK GAAP and to be delivered as soon as available, but in any event not later than one hundred and eighty (180) days after the end of each Fiscal Year, setting forth in the case of each of the preceding clauses (i), (iii), (iv) and (v), in comparative form, figures for the previous Fiscal Year, all in reasonable detail, fairly presenting the financial position and the results of operations of the applicable Persons as at the date thereof and for the Fiscal Year then ended, prepared in accordance with GAAP (other than the absence of footnotes to the Financial Statements delivered pursuant to clauses (ii), (iii) and (iv) and other than clause (v) which has been prepared in accordance with UK GAAP) and denominated in Dollars (other than with respect to clauses (iv) and (v), which Financial Statements shall be denominated in Pounds Sterling). The consolidated audited financial statements shall be examined in accordance with generally accepted auditing standards by and, in the case of such statements performed on a consolidated basis, accompanied by a report thereon unqualified in any respect of independent certified public accountants of national standing in the United States selected by the US Borrower Representative. The US Borrower Representative, simultaneously with retaining such independent public accountants to conduct such annual audit, shall send a letter to such accountants, with a copy to the Administrative Agent, the UK Agent and the Lenders, notifying such accountants that one of the primary purposes for retaining such accountants’ services and having audited financial statements prepared by them is for use by the Administrative Agent, the UK Agent and the Lenders. At reasonable times and upon reasonable advance notice and the provision of an opportunity for the UK Borrower to participate or accompany the UK Agent and/or the Administrative Agent, the UK Borrower hereby authorizes the Administrative Agent and the UK Agent to communicate directly with the UK Borrower’s certified public accountants and, by this provision, authorizes those accountants to disclose to the Administrative Agent and the UK Agent any and all financial statements and other supporting financial documents and schedules relating to the Credit Parties and their Subsidiaries and to discuss directly with the Administrative Agent and the UK Agent the finances and affairs of the Credit Parties and their Subsidiaries.

                    (b) As soon as available, but in any event not later than forty (40) days after the end of each Fiscal Quarter, (i) consolidated unaudited balance sheets of Mobile Services and its consolidated Subsidiaries as at the end of such Fiscal Quarter, and consolidated unaudited income statements and cash flow statements for Mobile Services and its consolidated Subsidiaries for such Fiscal Quarter and for the period from the beginning of the Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail, fairly presenting the financial position and results of operations of Mobile Services and its consolidated Subsidiaries as at the date thereof and for such periods, and, in each case, in comparable form, figures for

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the corresponding period in the prior Fiscal Year, (ii) consolidating unaudited balance sheets and income statements for Mobile Services and its consolidated Subsidiaries, (iii) unaudited balance sheets and income statements for Mobile Services and its consolidated US Subsidiaries and (iv) unaudited balance sheets and income statements for Ravenstock and its consolidated Subsidiaries, in each case prepared in accordance with UK GAAP (other than the absence of footnotes and subject to normal year-end audit adjustments) applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a) and denominated in Dollars (other than with respect to clause (iv), which Financial Statements shall be denominated in Pounds Sterling). Mobile Services shall certify by a certificate signed by its chief financial officer that all such statements have been prepared in accordance with GAAP (other than the absence of footnotes and subject to normal year-end audit adjustments) and fairly present the financial position of the applicable Credit Parties and their Subsidiaries as at the dates thereof and their results of operations for the periods then ended, subject to normal year-end adjustments.

                    (c) As soon as available, but in any event not later than thirty (30) days after the end of each month, (i) unaudited balance sheets and income statements for Mobile Services and its consolidated US Subsidiaries and (ii) unaudited balance sheets and income statements for Ravenstock and its consolidated Subsidiaries, in each case prepared in accordance with UK GAAP (other than the absence of footnotes and subject to normal year-end audit adjustments) applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a) and denominated in Dollars (other than with respect to clause (ii), which such Financial Statements shall be denominated in Pounds Sterling). Mobile Services shall certify by a certificate signed by its chief financial officer that all such statements have been prepared in accordance with GAAP or UK GAAP, if applicable (other than the absence of footnotes and subject to normal year-end audit adjustments) and present fairly the financial position of the applicable Credit Parties and their Subsidiaries as at the dates thereof and their results of operations for the periods then ended, subject to normal year-end adjustments.

                    (d) With each of the annual audited Financial Statements delivered pursuant to Section 5.2(a), and the unaudited Financial Statements delivered pursuant to Section 5.2(b), a certificate of the chief financial officer of the US Borrower Representative (the “Compliance Certificate”) setting forth in reasonable detail the calculations required to establish that the Credit Parties were in compliance with the covenants set forth in Sections 7.23 through 7.26 during the period covered in such Financial Statements and as at the end thereof and a calculation of Pro Forma EBITDA for the Permitted Acquisitions completed during such period, and stating that, except as explained in reasonable detail in such certificate, (A) all of the representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are correct and complete in all material respects as at the date of such certificate as if made at such time, except for those that speak as of a particular date, (B) the Credit Parties are, at the date of such certificate, in compliance in all material respects with all of their respective covenants and agreements in this Agreement and the other Loan Documents, and (C) no Default or Event of Default then exists or existed during the period covered by the Financial Statements for such period. If such certificate discloses that a representation or warranty is not correct or complete, or that a covenant has not been complied with, or that a Default or Event of Default existed or exists, such certificate shall set forth what action the Applicable Borrower has taken or proposes to take with respect thereto.

                    (e) No sooner than sixty (60) days before and not later than the beginning of each Fiscal Year, (i) annual forecasts (to include forecasted consolidated balance sheets, income statements and cash flow statements) for Mobile Services and its consolidated Subsidiaries, (ii) annual forecasted income statements for Mobile Services and its consolidated US Subsidiaries and (iii) annual forecasted income statements for Ravenstock and its consolidated Subsidiaries, in each case, as at the end of and for each Fiscal Quarter of such Fiscal Year approved by the board of directors of such entity and in detail reasonably acceptable to the Administrative Agent and the UK Agent.

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                    (f) [Intentionally Omitted].

                    (g) Promptly upon the filing thereof, copies of all reports, if any, to or other documents filed by any Credit Party or any of its Subsidiaries with the Securities and Exchange Commission under the Exchange Act, and all reports, notices, or statements sent or received by any Credit Party or any of its Subsidiaries to or from the holders of any publicly traded equity interests of the any Credit Party or any such Subsidiary (other than routine non-material correspondence) or of any Debt of any Credit Party or any of its Subsidiaries, including, Debt registered under the Securities Act, or to or from the trustee (other than routine, non-material correspondence) under any indenture under which the same is issued.

                    (h) As soon as available, but in any event not later than 15 days after any Credit Party’s receipt thereof, a copy of all management reports and management letters prepared for such Credit Party by any independent certified public accountants of any Credit Party or any of its Subsidiaries.

                    (i) Promptly after their preparation, copies of any and all proxy statements, financial statements, and reports which any Credit Party or any of its Subsidiaries makes available to its shareholders generally.

                    (j) If requested by the Administrative Agent or the UK Agent, promptly after filing with the IRS or any other Governmental Authority, a copy of each tax return filed by any Credit Party or by any of its Subsidiaries.

                    (k) As soon as available, but in any event within twenty (20) days after the end of each month (for such month), a Borrowing Base Certificate in the form of Exhibit B to this Agreement for the UK Borrower and all supporting information required in accordance with Section 9 of the Security Agreement and Section 4.4(c) of the UK Debenture.

                    (l) With each of the monthly Financial Statements delivered pursuant to Section 5.2(c), a certificate of the chief financial officer of the US Borrower Representative (the “M&E Disposition Certificate”) setting forth for the most recently completed month in reasonable detail: (i) the nature, equipment identification number and net book value of Eligible Machinery and Equipment that was sold, exchanged or otherwise disposed pursuant to Section 7.9(c) hereof, both individually and in the aggregate, (ii) the amount of proceeds, if any, received in respect of any such sale, exchange or other disposition of Eligible Machinery and Equipment, both individually and in the aggregate and (iii) the purchase price paid, if any, in respect of any Eligible Machinery and Equipment that was purchased, acquired or otherwise received in exchange for any Eligible Machinery and Equipment that was sold, exchanged or otherwise disposed pursuant to Section 7.9(c) hereof, both individually and in the aggregate.

                    (m) Such additional information as the Administrative Agent or the UK Agent may from time to time reasonably request regarding the financial and business affairs of any Credit Party or any of its Subsidiaries.

          5.3 Notices to the Lenders. Each Borrower shall notify the Administrative Agent and the UK Agent in writing of the following matters at the following times:

                    (a) Immediately after becoming aware of any Default or Event of Default;

                    (b) Promptly after becoming aware of the assertion in writing by the holder of any Capital Stock of any Credit Party or of any of its Subsidiaries or the holder of any Debt of any Credit

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Party or any of its Subsidiaries in a face amount in excess of the Sterling Equivalent of $2,000,000 that a default exists with respect thereto or that such Credit Party or such Subsidiary is not in compliance with the terms thereof, or the threat or commencement by such holder of any enforcement action because of such asserted default or non-compliance;

                    (c) Immediately after becoming aware of any event or circumstance which could reasonably be expected to have a Material Adverse Effect;

                    (d) Promptly after a Responsible Officer of any Credit Party becomes aware of any pending or threatened (in writing) action, suit, or proceeding by any Person, or any pending or threatened investigation (in writing) by a Governmental Authority, which in each case or in the aggregate could reasonably be expected to have a Material Adverse Effect;

                    (e) Promptly after a Responsible Officer of any Credit Party becomes aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting any Credit Party or any of its Subsidiaries in a manner which in each case or in the aggregate could reasonably be expected to have a Material Adverse Effect;

                    (f) Promptly after a Responsible Officer of any Credit Party becomes aware of any violation of any law, statute, regulation, or ordinance of a Governmental Authority affecting any Credit Party or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect;

                    (g) Promptly after any Responsible Officer of any Credit Party becomes aware of receipt of any notice of any violation by any Credit Party or any of its Subsidiaries of any Environmental Law which could reasonably be expected to have a Material Adverse Effect or that any Governmental Authority has asserted in writing that any Credit Party or any of its Subsidiaries is not in compliance with any Environmental Law which assertion could be reasonably expected to have a Material Adverse Effect or is investigating the Credit Party’s or such Subsidiary’s compliance therewith where such investigation could reasonably be expected to have a Material Adverse Effect;

                    (h) Promptly after any Responsible Officer of any Credit Party becomes aware of receipt of any written notice that any Credit Party or any of its Subsidiaries is or may be liable to any Person as a result of the Release or threatened Release or that such Credit Party or any of its Subsidiaries is subject to investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to the Release or threatened Release which, in either case, is reasonably likely to give rise to liability in excess of the Dollar Equivalent of $3,000,000;

                    (i) Promptly after any Responsible Officer of any Credit Party becomes aware of receipt of any written notice of the imposition of any Environmental Lien against any material property of any Credit Party or any of its Subsidiaries that is part of the Collateral;

                    (j) Any change in a Credit Party’s name as it appears in the jurisdiction of its organization, organizational identification number, form of organization, locations of the chief executive office, or branches of any Credit Party or other Real Estate locations owned or leased by any Credit Party, its Subsidiaries or their Agencies at which, in each case, any Collateral is located, in each case at least thirty (30) days prior thereto;

                    (k) Within ten (10) US Business Days after a Responsible Officer of any Credit Party or any ERISA Affiliate knows that an ERISA Event or a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred, and, when known, any action taken or

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threatened by the IRS, the DOL, the PBGC or other applicable Governmental Authority with respect thereto;

                    (l) Upon request, or, in the event that such filing reflects a significant change with respect to the matters covered thereby, within five (5) US Business Days after the filing thereof with the PBGC, the DOL, the IRS or other Governmental Authority, as applicable, copies of the following: (i) each annual report (Form 5500 series), including Schedule B thereto, filed with the PBGC, the DOL or the IRS with respect to each Plan, (ii) a copy of each funding waiver request filed with the PBGC, the DOL or the IRS with respect to any Plan and all communications received by any Credit Party or any ERISA Affiliate from the PBGC, the DOL, the IRS or other Governmental Authority, with respect to such request, and (iii) a copy of each other material filing or notice filed with the PBGC, the DOL, the IRS, or other Governmental Authority, with respect to each Plan by either any Credit Party or any ERISA Affiliate;

                    (m) Upon request, copies of each actuarial report for any Plan, Foreign Pension Plan or Multiemployer Plan and annual report for any Multiemployer Plan; and within five (5) US Business Days after receipt thereof by any Credit Party or any ERISA Affiliate, copies of the following: (i) any notices of the PBGC’s or other Governmental Authority’s intention to terminate a Plan or to have a trustee appointed to administer such Plan; (ii) any favorable or unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code; or (iii) any notice from a Multiemployer Plan regarding the imposition of withdrawal liability;

                    (n) Within five (5) US Business Days after the occurrence thereof: (i) any changes in the benefits of any existing Plan which increase the Credit Parties’ annual costs with respect thereto by an amount in excess of the Dollar Equivalent of $500,000, or the establishment of any new Plan or Foreign Pension Plan or the commencement of contributions to any Plan or Foreign Pension Plan to which any Credit Party or any of its ERISA Affiliates were not previously contributing; or (ii) any failure by any Credit Party or any of its ERISA Affiliates to make a required installment or any other required payment under Section 412 of the Code on or before the due date for such installment or payment;

                    (o) Within five (5) US Business Days after a Responsible Officer of any Credit Party or any of its ERISA Affiliates knows that any of the following events has or will occur: (i) a Multiemployer Plan has been or will be terminated; (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan; (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan; or (iv) a Reportable Event or Termination Event in respect of any Plan has or will occur;

                    (p) The UK Borrower shall, promptly upon becoming aware of the same, provide the UK Agent with details in writing of any creditor of the UK Borrower whose terms of business include retention of title provisions; and

                    (q) Immediately upon the taking, or immediately following any determination of an intention to take, any corporate action, legal proceedings, application, petition or other procedure or step in relation to any of the matters set out in Section 9.1(s), notify the UK Agent of the same.

                    Each notice given under this Section shall describe the subject matter thereof in reasonable detail, and, if applicable, shall set forth the action that the Applicable Borrower, its Subsidiary, or any ERISA Affiliate, as applicable, has taken or proposes to take with respect thereto.

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ARTICLE 6.
GENERAL WARRANTIES AND REPRESENTATIONS

                    The Parent Guarantor and the UK Borrower warrants and represents as to itself and each of their respective Subsidiaries to the UK Agents and the UK Lenders that, except as hereafter disclosed to and accepted by the UK Agents and the Required Lenders in writing (it being understood that the funding of the Loans on the Closing Date will be deemed written acceptance by the UK Agents and the UK Lenders of the disclosure made by the Parent Guarantor and the UK Borrower in the Schedules hereto as of the Closing Date):

          6.1 Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Credit Party has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents and Transaction Documents to which it is a party, to incur its Obligations, and to grant to the Applicable Agents’ Liens upon and security interests in the Collateral. Each Credit Party has due power and capacity and has taken all necessary action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents and Transaction Documents to which it is a party. This Agreement and the other Loan Documents and Transaction Documents to which it is a party have been duly executed and delivered by each Credit Party, and constitute the legal, valid and binding obligations of each Credit Party, enforceable against it in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting the rights and remedies of creditors generally and by general equitable principles. Each Credit Party’s execution, delivery, and performance of this Agreement and the other Loan Documents and Transaction Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien (other than any Lien on any Collateral in favor of the Applicable Security Agent) upon the property of any Credit Party or any of their respective Subsidiaries, by reason of the terms of (a) any contract, mortgage, standard security, pledge, assignation in security, hypothec, lease, agreement, indenture, or instrument to which any Credit Party or any of their respective Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to any Credit Party or any of their respective Subsidiaries, or (c) the certificate or articles of incorporation, by-laws, the limited liability company agreement, limited partnership agreement, memorandum and articles of association or related shareholders’ agreement of any Credit Party or any of their respective Subsidiaries except, in the case of clause (a) and (b) only, and without any qualification of the representation above as to the imposition of any Lien on any Collateral other than in favor of the Applicable Security Agent, as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

          6.2 Validity and Priority of Security Interest. Upon the filing of such documents with the applicable Governmental Authorities within the time periods prescribed by applicable law, the provisions of this Agreement, the Mortgages, if any, and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Applicable Security Agent, for the ratable benefit of the Applicable Security Agent and the Applicable Lenders, and such Liens constitute perfected and continuing Liens on all the Collateral (other than such Collateral consisting of cash, letter-of-credit rights not constituting supporting obligations, Proprietary Rights to the extent perfection cannot be achieved by the filing of a financing statement on form UCC-1 and or security agreements in the U.S. Patent and Trademark Office and the United States Copyright Office), having priority over all other Liens on the Collateral, except for those Liens identified in Schedule 6.2 or in clauses (a) (c), (d), (e), (f), (j), (o) and (p) of the definition of Permitted Liens securing all the Obligations of the applicable Credit Party, and enforceable against the applicable Credit Party and all third parties, except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting the rights and remedies of creditors generally and by general equitable principles.

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          6.3 Organization and Qualification. Each Credit Party (a) is duly organized or incorporated and validly existing in good standing under the laws of the jurisdiction of its organization or incorporation, (b) is qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified or in good standing could reasonably be expected to have a material adverse effect on such Credit Party’s business operations, property or condition (financial or otherwise), and (c) has all requisite power and authority to conduct its business and to own its property.

          6.4 [Intentionally Omitted].

          6.5 Subsidiaries. Schedule 6.5 is a correct and complete list of the name and relationship to the Parent Guarantor of each and all the Parent Guarantor’s Subsidiaries as of the Closing Date. Each Subsidiary of the Credit Parties is (a) duly incorporated or organized and validly existing in good standing under the laws of its jurisdiction of incorporation or organization set forth on Schedule 6.5, and (b) qualified to do business and in good standing in each jurisdiction in which the failure to so qualify or be in good standing could reasonably be expected to have a Material Adverse Effect on any such Subsidiary and (c) has all requisite power and authority to conduct its business and own its property.

          6.6 Financial Statements and Projections.

                    (a) The Borrowers have delivered to the Administrative Agent and the UK Agent the financial statements and information set forth in Section 5.2(a) in each case as of December 31, 2005, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent Guarantor’s independent certified public accountants, Ernst & Young, LLP. Such financial statements are attached hereto as Exhibit C. Each Borrower has also delivered to the Administrative Agent and the UK Agent, the financial statements and information set forth in Section 5.2(b) as of March 31, 2006. Such financial statements are also attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Guarantor’s and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended (subject, in the case of the financial statements as of March 31, 2006, to the absence of footnotes and to normal year-end adjustments).

                    (b) The Latest Projections when submitted to the Lenders as required herein represent each Borrower’s best estimate of the future financial performance of the Parent Guarantor and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which each Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders it being understood and agreed that the Latest Projections are by their nature inherently uncertain and actual results may be materially different that those set forth in such Latest Projections.

          6.7 [Intentionally deleted].

          6.8 Solvency. Each Borrower is Solvent prior to and immediately after giving effect to the Borrowings to be made or continued on the Closing Date and the issuance of the Letters of Credit and Guaranties to be issued or continued on the Closing Date and the consummation of the other transactions on such date, and shall remain Solvent during the term of this Agreement.

          6.9 [Intentionally deleted].

          6.10 [Intentionally deleted].

          6.11 Personal Property; Real Estate; Leases.

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                    (a) Schedule 6.11 sets forth, as of the Closing Date, a correct and complete list of all Real Estate (including all UK Properties) owned by each Credit Party and all Real Estate owned by each of their respective Subsidiaries, all leases and subleases of real or personal property held by each Credit Party and each of their respective Subsidiaries as lessee or sublessee (other than leases of personal property involving annual payments of less than $100,000), and all leases and subleases of real or personal property held by such Credit Party or any of its Subsidiaries, as lessor, or sublessor (other than leases of Rental Fleet Assets) and such information is true, complete and accurate and not misleading in any material respect. As of the Closing Date, each of such leases and subleases in respect of all UK Credit Parties and Subsidiaries is valid and enforceable in accordance with its terms and is in full force and effect, in each case, against all parties thereto (except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting the rights and remedies of creditors generally and by general equitable principles) and in respect of all US Credit Parties is valid and enforceable in accordance with its terms and is in full force and effect, in each case, against the applicable Credit Party or any applicable Subsidiary thereof (except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting the rights and remedies of creditors generally and by general equitable principles) and, to the best knowledge of the Borrowers is valid and enforceable in accordance with its terms and is in full force and effect, against the other parties thereto (except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting the rights and remedies of creditors generally and by general equitable principles) other than as set forth in Schedule 6.11 and the UK Properties Report on Title. To the best of each Borrower’s knowledge, no material default by any party to any such lease or sublease exists. Each Credit Party, except as set forth in Schedule 6.11, has good and marketable title in fee simple to, or valid freeholds in the Real Estate identified in Schedule 6.11as owned by such Credit Party, or valid leasehold interests in all Real Estate designated therein as “leased” by such Credit Party, and such Credit Party has good, indefeasible, and merchantable title to all of its other property (other than the UK Properties (as to which, see Sections 6.11(b) through (i)below)) reflected on the most recent Financial Statements delivered to the Administrative Agent, the UK Agent and the Lenders, except as disposed of in the ordinary course of business or as permitted by this Agreement, free of all Liens except Permitted Liens.

                    (b) Except as disclosed on Schedule 6.11 and the UK Properties Report on Title, the UK Properties comprise all the land and buildings owned, controlled, occupied or used by any UK Credit Party or any of its Subsidiaries or in relation to which any UK Credit Party or Subsidiary has any right, interest or actual liability.

                    (c) Except as disclosed in the UK Properties Report on Title, the relevant Credit Party or Subsidiary has good and marketable title to each of the UK Properties free from any Lien and all original deeds and documents necessary to prove such title are in the possession or under the control of the Credit Party or Subsidiary (as the case may be) or are the subject of binding acknowledgements for production.

                    (d) No UK Property is affected by a subsisting contract for sale or other disposition of any interest in it.

                    (e) Except as disclosed in the UK Properties Report on Title, a Credit Party or Subsidiary is the sole legal and beneficial owner of the relevant UK Property and the proceeds of sale thereof.

                    (f) The Replies to Enquiries are complete, true and accurate in all material respects and not misleading as at the date given and were given on the basis set out in the notes to such Replies to Enquiries. Nothing has occurred or come to light since the date of the Replies to Enquiries which, if disclosed, would make the Replies to Enquiries untrue, misleading or inaccurate in any material respect.

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                    (g) Except as disclosed in the UK Properties Report on Title, the deeds, documents and information supplied to BP. Collins in relation to UK Properties in England and Wales and McClure Naismith in relation to UK Properties in Scotland and McGrigors in respect of UK Properties in Northern Ireland for the purpose of preparation of the UK Properties Report on Title comprised all deeds, documents and information necessary for the proper compilation of the UK Properties Report on Title and were when supplied, and remain now, complete and accurate in all material respects and not misleading.

                    (h) The information contained in the UK Properties Report on Title is true and accurate in all material respects and not misleading as at the date thereof. The UK Properties Report on Title does not fail to disclose or take into account any matter whose omission makes it misleading in any material respect. Nothing has occurred or come to light since the date of the UK Properties Report on Title which, if disclosed, would make it untrue, misleading or inaccurate in any material respect.

                    (i) To the best of the knowledge of the Borrowers, no UK Credit Party or Subsidiary has any actual or contingent obligation or liabilities in relation to any freehold or leasehold property other than under its existing title to the UK Properties.

          6.12 Proprietary Rights. Schedule 6.12 sets forth a correct and complete list as of the Closing Date of all of each Credit Party’s issuances, registrations and applications for registration or patent of Proprietary Rights material to its business. None of the Proprietary Rights set forth on Schedule 6.12 is subject to any licensing agreement or similar arrangement except as set forth on Schedule 6.12. To the best of such Borrower’s knowledge, (i) none of the Proprietary Rights infringes on or conflicts with any other Person’s property, and (ii) no other Person’s property infringes on or conflicts with the Proprietary Rights, which, in either case, could reasonably be expected to have a Material Adverse Effect. Each Credit Party owns or otherwise has the right to use all material Proprietary Rights. Each Credit Party has all Proprietary Rights necessary to the current and presently anticipated future conduct of each Credit Party’s business.

          6.13 [Intentionally deleted].

          6.14 Litigation. There is no pending, or to the best of each Borrower’s knowledge threatened, action, suit, proceeding, or counterclaim by any Person, or to the best of each Borrower’s knowledge, investigation by any Governmental Authority, or any basis for any of the foregoing, which could reasonably be expected to have a Material Adverse Effect.

          6.15 Labor Disputes. As of the Closing Date (a) there is no collective bargaining agreement or other labor contract covering employees of any Credit Party or any of its Subsidiaries, (b) no such collective bargaining agreement or other labor contract is scheduled to expire during the term of this Agreement, (c) no union or other labor organization is seeking to organize, or to be recognized as, a collective bargaining unit of employees of any Credit Party or any of its Subsidiaries or for any similar purpose, and (d) there is no pending or (to the best of each Borrower’s knowledge) threatened, strike, material work stoppage, material unfair labor practice claim, or other material labor dispute against or affecting any Credit Party or any of its Subsidiaries or their employees.

          6.16 Environmental Laws. Other than exceptions to any of the following that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect:

                   (a) Each Credit Party and its Subsidiaries have complied with all Environmental Laws and no Credit Party and none of its Subsidiaries, none of their respective presently owned real property or currently conducted operations, and, to the best of the Borrowers’ knowledge, none of its previously owned real property or prior operations, is subject to any enforcement order from or liability

29

agreement with any Governmental Authority or private Person respecting (i) compliance with any Environmental Law or (ii) any potential liabilities and costs or remedial action arising from the Release or threatened Release.

                    (b) Each Credit Party and its respective Subsidiaries have obtained all permits necessary for their current operations under Environmental Laws, and all such permits are in good standing and each Credit Party and its respective Subsidiaries are in compliance with all terms and conditions of such permits.

                    (c) No Credit Party and none of their respective Subsidiaries, and, to the best of either Borrower’s knowledge, none of their respective predecessors in interest, has in material violation of applicable law stored, treated or disposed of any hazardous waste.

                    (d) No Credit Party and none of their respective Subsidiaries has received any summons, complaint, order or similar written notice indicating that it is not currently in compliance with, or that any Governmental Authority is investigating its compliance with, any Environmental Laws or that it is or may be liable to any other Person as a result of a Release or threatened Release.

                    (e) To the best of each Borrower’s knowledge, none of the present or past operations of any Credit Party or their respective Subsidiaries is the subject of any investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to a Release or threatened Release.

                    (f) To the best of each Borrowers’ knowledge, there is not now, nor has there ever been on or in the Real Estate:

          (1) any underground storage tanks or surface impoundments that have caused or could reasonably be expected to cause any Release or are otherwise not existing on or in the Real Estate in compliance with any applicable Environmental Law,

          (2) any asbestos-containing material other than in compliance with all applicable Environmental Laws, or

          (3) any polychlorinated biphenyls (PCBs) used in hydraulic oils, electrical transformers or other equipment other than in compliance with all applicable Environmental Laws.

                    (g) No Credit Party and none of their respective Subsidiaries has filed any notice under any requirement of Environmental Law reporting a spill or accidental and unpermitted Release or discharge of a Contaminant into the environment.

                    (h) To the best of Borrowers’ knowledge, no Credit Party and none of their respective Subsidiaries has entered into any negotiations or settlement agreements with any Person (including the prior owner of its property) imposing material obligations or liabilities on either Borrower or any of their respective Subsidiaries with respect to any remedial action in response to the Release of a Contaminant or environmentally related claim.

                    (i) None of the products manufactured, distributed or sold by either of the Borrowers or any of their respective Subsidiaries contain asbestos containing material.

                    (j) No Environmental Lien has attached to any Real Estate.

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          6.17 No Violation of Law. No Credit Party and none of their respective Subsidiaries is in violation of any law, statute, regulation, ordinance, judgment, order, or decree applicable to it which violation could reasonably be expected to have a Material Adverse Effect.

          6.18 No Default. No Credit Party and none of their respective Subsidiaries is in default with respect to any note, indenture, loan agreement, mortgage, lease, deed, or other agreement to which such Credit Party or such Subsidiary is a party or by which it is bound, which default could reasonably be expected to have a Material Adverse Effect.

          6.19 ERISA Compliance. Except as specifically disclosed in Schedule 6.19:

                    (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state law. Each Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS and to the best knowledge of the Borrowers, nothing has occurred which would cause the loss of such qualification. The Borrowers and each ERISA Affiliate has made all required contributions to any Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

                    (b) There are, to the best knowledge of Borrowers, no pending or threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan or Foreign Pension Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan or Foreign Pension Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. There are no known circumstances that may give rise to a liability in relation to any Plan or Foreign Pension Plan which is not funded or insured which could reasonably be likely to have a Material Adverse Effect.

                    (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any material Unfunded Pension Liability; (iii) neither the Borrowers nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Borrowers nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Borrowers nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA and could reasonably be expected to result in a Material Adverse Effect.

                    (d) Each Foreign Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations, orders and trust documentation and has been maintained, where required, in good standing with applicable regulatory authorities. All material contributions required to be made with respect to a Foreign Pension Plan have been timely made. Except as set forth in Schedule 6.19, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan which is funded, determined as of the end of the most recently ended fiscal year of each such Foreign Pension Plan on the basis of actuarial assumptions, each of which is reasonable, did not exceed the fair market value of the assets of such Foreign Pension Plan, and for each Foreign Pension Plan which is not funded, the obligations of such Foreign Pension Plan are properly accrued on the financial statements of the applicable Credit Party.

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                    (e) Each Foreign Pension Plan is funded to at least the minimum level required by law or, if higher, required by the terms of its governing documentation.

          6.20 Taxes. (a) Each Credit Party and its respective Subsidiaries have filed all tax returns required by law to be filed, and have paid all taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable unless such unpaid taxes and assessments would constitute a Permitted Lien, are being contested in good faith by appropriate proceedings or could not reasonably be expected to result in a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, each Credit Party and its respective Subsidiaries has withheld and paid over all taxes required to have been withheld and paid over, and complied in all material respects with all information reporting requirements in connection with amounts paid or owing to any employee, creditor, independent contractor or other third party.

                    (b) Each Credit Party is resident for tax purposes only in the jurisdiction of its incorporation.

          6.21 Regulated Entities. No Credit Party, no Person controlling any Credit Party, or any Subsidiary of any Credit Party, is an “Investment Company” (i) within the meaning of the Investment Company Act of 1940 and (ii) required to be registered as such thereunder. No Credit Party is subject to regulation under the Federal Power Act, the Interstate Commerce Act, any state public utilities code or law, or any other federal, state or foreign statute or regulation limiting its ability to incur indebtedness.

          6.22 Use of Proceeds; Margin Regulations. The proceeds of the Loans made on the Closing Date shall not exceed $165,000,000 in the aggregate and shall be used solely, first, by MSG or the UK Borrower, to finance the Refinancing and second, by the US Borrowers (to the extent of any excess proceeds), to consummate the Acquisition and pay related fees and expenses. The proceeds of the Loans made after the Closing Date will be used for working capital and other general corporate purposes of MSG and its Subsidiaries. No Credit Party and no Subsidiary of any Credit Party is engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.

          6.23 [Intentionally Deleted]

          6.24 No Material Adverse Change. Since the date of the last financial statements delivered pursuant to Section 5.2 at least 12 months prior to the date which the representation and warranty made pursuant to this Section 6.24 is made or deemed made, no Material Adverse Effect has occurred.

          6.25 Full Disclosure. None of the representations or warranties made by any Credit Party or any Subsidiary in the Loan Documents as of the date such representations and warranties are made or deemed made, and none of the statements contained in any exhibit, report, statement or certificate furnished by or on behalf of any Credit Party or any Subsidiary in connection with the Loan Documents (including the offering and disclosure materials delivered by or on behalf of the Borrowers to the Lenders prior to the Closing Date), contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading in any material respect as of the time when made or delivered.

          6.26 [Intentionally deleted].

          6.27 Bank Accounts. Schedule 6.27 contains as of the Closing Date a complete and accurate list of all bank accounts maintained by each Credit Party with any bank or other financial institution.

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          6.28 Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Credit Party or any of their respective Subsidiaries of this Agreement or any other Loan Document except for (a) the filing of financing statements on form UCC-1 and filings with the United States Patent and Trademark Office and the United States Copyright Office (with respect to Proprietary Rights), (b) recordation of the Mortgages, (c) such other actions specifically described in Schedule 6.28, (d) any immaterial actions, consents, approvals, registrations or filings or (e) such as have been made or obtained and are in full force and effect.

          6.29 [Intentionally deleted].

          6.30 Non-Guarantor Subsidiaries. Each of the Non-Guarantor Subsidiaries conducts (and shall conduct) no operations and has (and shall have) no assets and no liabilities, in each case, individually or in the aggregate, with a fair market value in excess of the Dollar Equivalent of $250,000 other than, with respect to any Subsidiary that is a subsidiary of the UK Borrower only, Capital Stock of another Subsidiary Guarantor or Intercompany Debt permitted pursuant to, and incurred in compliance with, Section 7.13(g) hereof.

          6.31 Luxembourg Subsidiaries. The Luxembourg Subsidiary conducts no operations and has no liabilities or assets other than in connection with the Luxembourg Debt (and shall not conduct any operations or have liabilities or assets other than in connection with the Luxembourg Debt).

          6.32 [Intentionally deleted].

          6.33 [Intentionally deleted]..

          6.34 Anti-Terrorism Laws. None of Credit Parties and their Affiliates is in violation of any Anti-Terrorism Law, or engages in or conspires to engage in any transaction that attempts to violate, or otherwise evades or avoids (or has the purpose of evading or avoiding) any prohibitions set forth in any Anti-Terrorism Law. None of Credit Parties and their Affiliates (a) is a Blocked Person; (b) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person; (c) has any of its assets in a Blocked Person; (d) deals in, or otherwise engages in any transaction relating to, any property blocked pursuant to Executive Order No. 13224; or (e) derives any of its operating income from investments in or transactions with a Blocked Person.

ARTICLE 7.
AFFIRMATIVE AND NEGATIVE COVENANTS

                    Each US Borrower covenants as to itself and each of their respective Subsidiaries (except as otherwise provided below) to the UK Agents and the UK Lenders that so long as any of the Obligations (other than indemnity and other contingent Obligations not then due and payable) remain outstanding or this Agreement is in effect:

          7.1 Taxes and Other Obligations. Each UK Borrower shall, and shall cause each of its Subsidiaries to, (a) file when due all tax returns which it is required to file; and (b) pay, or provide for the payment, when due, of all taxes, fees, Other Taxes, value added taxes, assessments and other material governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves in accordance with GAAP for the payment of all such items, and provide to the Administrative Agent and the Lenders, upon request, reasonably satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all

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Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it in each case except as would not cause a Default or Event of Default pursuant to Article IX and perform and discharge in a timely manner all other material obligations undertaken by it; provided, however, so long as the UK Borrower has notified the UK Agent in writing, no UK Borrower or its Subsidiaries need pay any amount referred to in this Section 7.1 (i) which it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which such UK Borrower or its Subsidiaries, as the case may be, has established proper reserves as required under GAAP, and (iii) the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien).

          7.2 Legal Existence and Good Standing. Except as may be permitted by Section 7.9, each US Borrower shall, and shall cause each of its Subsidiaries to, maintain its legal existence and its qualification and good standing in all jurisdictions in which the failure to maintain such existence and qualification or good standing could reasonably be expected to have a Material Adverse Effect.

          7.3 Compliance with Law and Agreements; Maintenance of Licenses. Each US Borrower shall comply, and shall cause each of its Subsidiaries to comply with all Anti-Terrorism Laws and with all material Requirements of Law of any Governmental Authority having jurisdiction over it or its business (including the Federal Fair Labor Standards Act). The UK Borrower shall, and shall cause each of its Subsidiaries to, obtain and maintain all material licenses (including all material registrations and/or licenses required to act as a dealer or seller of any Inventory subject to motor vehicle registration statutes), permits, franchises, and governmental authorizations necessary to own its property and to conduct its business. No US Borrower shall, nor shall it permit any of its Subsidiaries to, modify, amend or alter its certificate or articles of incorporation, its memorandum and articles of association, its limited liability company operating agreement, its limited partnership agreement, or other governing documents, as applicable, other than in a manner which does not adversely affect in any material respect the rights of the Lenders or any Agent or any pledge of or charge over its Capital Stock.

          7.4 Maintenance of Property; Inspection of Property.

                    (a) Each US Borrower shall, and shall cause each of its Subsidiaries to, maintain all of its property reasonably necessary in the conduct of its business in good operating condition and repair, ordinary wear and tear excepted.

                    (b) Each US Borrower shall, and shall cause each of its Subsidiaries to, comply in all material respects with all obligations imposed on the owner of those of the UK Properties of which the UK Borrower or its Subsidiaries is the owner and all obligations imposed on the tenant of those of the UK Properties of which the UK Borrower or its Subsidiaries is the tenant.

                    (c) Each US Borrower shall, and shall cause each of its Subsidiaries to, permit representatives and independent contractors of the Administrative Agent or UK Agent, as applicable (i) (at the expense of the Borrowers not to exceed one (1) time per year unless (x) an Event of Default has occurred and is continuing or (y) Total Excess Availability is less than $30,000,000) to visit and inspect any of its properties, to inspect and verify Collateral, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom and to discuss its affairs, finances and accounts with its directors, officers and independent, public or chartered accountants, at such reasonable times during normal business hours and (ii) to discuss its affairs, finances and accounts with the US Borrowers’ or any of their respective Subsidiaries’ accountants as soon as may be reasonably desired, upon reasonable advance notice to the Applicable Borrowers and the provision of an opportunity for the US Borrower Representative to participate or accompany the UK Agent and/or the Administrative Agent; provided, however, when an Event of Default exists, the Administrative Agent, the UK Agent or any

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Lender may do any of the foregoing at the expense of the Applicable Borrowers at any time during normal business hours and without advance notice.

                    (d) Each Borrower (at the expense of the Borrowers not to exceed one (1) time annually unless (x) an Event of Default has occurred and is continuing or (y) Total Excess Availability is less than $30,000,000) shall, and shall cause each of its Subsidiaries to, upon Administrative Agent’s and UK Agent’s joint request (or, following and during the continuation of an Event of Default, Administrative Agent’s sole request, in respect of the US Borrowers, or UK Agent’s sole request, in respect of the UK Borrower) supply to the US Borrower Representative and the UK Borrower, provide to Administrative Agent and the UK Agent a recently dated appraisal of such Borrower’s and its Subsidiaries’ Rental Fleet Assets, Sales Inventory and Machinery and Equipment, which appraisal shall be from the Appraiser and shall be reasonably satisfactory in scope, form and substance to the Administrative Agent and the UK Agent; provided, however, when an Event of Default exists, the Administrative Agent, the UK Agent or any Lender may conduct or cause to be conducted additional appraisals at the expense of the Borrowers at any time without advance notice. Notwithstanding the foregoing, each Borrower shall, and shall cause each of its Subsidiaries to, provide to the Responsible Agent an appraisal of the applicable Credit Party’s Rental Fleet Assets that such Credit Party intends to acquire, which appraisal shall be from the Appraiser and shall be reasonably satisfactory in scope, form and substance to the Responsible Agent, any time a Credit Party makes an acquisition in an individual amount exceeding $15,000,000.

                    (e) The UK Borrower shall, and shall cause each of its Subsidiaries to, comply with the covenants set out in Sections 7.4(a) – (d) in respect of the relevant UK Property.

          7.5 Insurance.

                    (a) Each US Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, with financially sound and reputable insurers having, either alone or pursuant to an insurance endorsement reasonably acceptable to the Administrative Agent and the UK Agent, a rating of at least A or better by Best Rating Guide (or an equivalent rating from a source acceptable to the UK Agent in the United Kingdom (or any other applicable jurisdiction), provided that Royal Sun & Alliance shall be deemed to be an acceptable insurer of the UK Borrower for purposes of this Section 7.5: insurance against loss or damage by fire with extended coverage; theft, burglary, pilferage and loss in transit; public liability and third party property damage; larceny, embezzlement or other criminal liability; business interruption; public liability and third party property damage; and such other hazards or of such other types as is customary for Persons engaged in the same or similar business, as the Administrative Agent or the UK Agent, as applicable, in its reasonable judgment, or acting at the direction of the Required Lenders, shall specify, in amounts, and under policies acceptable to the Administrative Agent or the UK Agent, as applicable, and the Required Lenders. Without limiting the foregoing, in the event that any improved Real Estate covered by any Mortgages granted by any US Borrower or any of their respective Subsidiaries is determined to be located within an area that has been identified by the Director of the Federal Emergency Management Agency as a Special Flood Hazard Area (“SFHA”), each such US Borrower shall, and shall cause each of its Subsidiaries to, purchase and maintain flood insurance on the improved Real Estate and any Machinery and Equipment and Inventory located on such Real Estate. The amount of said flood insurance will be reasonably determined by the Administrative Agent, and shall, at a minimum, comply with applicable federal regulations as required by the Flood Disaster Protection Act of 1973, as amended.

                    (b) The Borrowers shall cause the Applicable Security Agent, the Responsible Agent on behalf of the Applicable Lenders, to be named as secured party or mortgagee and sole loss payee or additional insured, in a manner reasonably acceptable to the Administrative Agent and the UK Agent

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(and, in the case of the UK Borrower, in the manner and circumstances set out in the UK Debenture), on all insurance policies for the Credit Parties and sole loss payee or additional insured in a manner reasonably acceptable to the Administrative Agent and the UK Agent (and, in the case of the UK Borrower, in the manner and circumstances set out in the UK Debenture) on all insurance policies for the Collateral. Each policy of insurance shall contain a clause or endorsement requiring the insurer to give not less than thirty (30) days’ prior written notice to the Applicable Security Agent in the event of cancellation of the policy for any reason whatsoever and a clause or endorsement stating that the interest of the Applicable Security Agent shall not be impaired or invalidated by any act or neglect of any US Borrower or any of their respective Subsidiaries or the owner of any Real Estate for purposes more hazardous than are permitted by such policy. All premiums for such insurance shall be paid by the Borrowers or the applicable Subsidiary when due, and certificates of insurance and, if requested by the Administrative Agent or the UK Agent, as applicable, photocopies of the policies, shall be delivered to the Administrative Agent or the UK Agent, as applicable. If any US Borrower or any of their respective Subsidiaries fails to procure such insurance or to pay the premiums therefor when due, the Administrative Agent may, and at the direction of the Required Lenders shall, do so from the proceeds of Revolving Loans to the Applicable Borrowers.

          7.6 Insurance and Condemnation Proceeds. The US Borrower Representative shall promptly notify the Administrative Agent, the UK Agent and the Applicable Security Agent of any loss, damage, or destruction to Collateral having net book value in excess of the Dollar Equivalent of $500,000, whether or not covered by insurance. The Applicable Security Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows:

          (i) With respect to insurance and condemnation proceeds relating to US Collateral (other than Fixed Assets) and business interruption insurance, after deducting from such proceeds the reasonable expenses, if any, incurred by the US Agents in the collection or handling thereof, the US Agents shall apply such proceeds, ratably, to the reduction of the outstanding US Obligations, but not the US Commitments, in the order provided for in Section 3.7.

          (ii) With respect to insurance and condemnation proceeds relating to UK Collateral (other than Fixed Assets) and business interruption insurance, after deducting from such proceeds the reasonable expenses, if any, incurred by the UK Agents in the collection or handling thereof, the UK Agents shall apply such proceeds, ratably, to the reduction of the outstanding UK Obligations, but not the UK Commitments, in the order provided for in Section 3.7.

          (iii) With respect to casualty insurance and condemnation proceeds relating to Collateral (including Fixed Assets), the Applicable Security Agent shall permit or require the applicable Credit Party to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing and (2) the applicable Credit Party first (i) provides the Applicable Security Agent and the Lenders with plans and specifications for any such replacement, repair or restoration of Fixed Assets which shall be reasonably satisfactory to the Applicable Security Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Applicable Security Agent and the Required Lenders that the funds available to them will be sufficient to complete such project in the manner provided therein. In all other circumstances, the

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Applicable Security Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.7; provided that the consent of the Required Lenders in clauses (2)(i) and (2)(ii) above shall not be required in the event casualty insurance or condemnation proceeds relating to Collateral are less than $3,000,000 in the aggregate.

          7.7 Environmental Laws.

                    (a) Each US Borrower shall, and shall cause each of its Subsidiaries to, conduct its business in compliance with all Environmental Laws applicable to it, including those relating to the generation, handling, use, storage, and disposal of any Contaminant. Each US Borrower shall, and shall cause each of its Subsidiaries to, take prompt and appropriate action to respond to any non-compliance with Environmental Laws and shall report to the Administrative Agent with respect to any non-compliance or alleged material non-compliance with Environmental Laws, in each case, alone or in the aggregate, that could reasonably be expected to have a Material Adverse Effect (each a “Material Compliance Issue”). For purposes of Section 7.7(a), non-compliance by the UK Borrower with any applicable Environmental Law or Environmental Permit shall be deemed not to constitute a breach of this covenant; provided that, upon learning of any actual or suspected non-compliance, the Borrowers shall promptly undertake reasonable efforts to achieve compliance, provided further that, in any case, such non-compliance, and any other non-compliance with Environmental Law, individually or in the aggregate, could not reasonably be expected to give rise to a Material Adverse Effect or materially and adversely affect the value of any Mortgaged Property.

                    (b) Without limiting the generality of the foregoing, the Borrowers shall submit to the Administrative Agent, the UK Agent and the Lenders annually, commencing on the first Anniversary Date, and on each Anniversary Date thereafter, an update of the status of each Material Compliance Issue, if any. The Administrative Agent, the UK Agent or any Lender may request copies of technical reports prepared by any US Borrower or any of their respective Subsidiaries and such Person’s communications with any Governmental Authority to determine whether such Person is proceeding reasonably to correct, cure or contest in good faith any such Material Compliance Issue. The Borrowers shall, and shall cause each of its Subsidiaries to, at the Administrative Agent’s, the UK Agent’s or the Required Lenders’ request and at the Borrowers’ expense, (i) retain an independent environmental engineer reasonably acceptable to the Administrative Agent or the UK Agent, as applicable, to evaluate the site, including tests if appropriate, where the Material Compliance Issue has occurred and prepare and deliver to the Administrative Agent or UK Agent, as applicable, in sufficient quantity for distribution by the Applicable Agent to the Lenders, a report in form and scope reasonably satisfactory to the Administrative Agent or the UK Agent, as applicable, and (ii) provide to the Administrative Agent or the UK Agent, as applicable, a supplemental report of such engineer whenever the scope of the environmental problems, or the response thereto or the estimated costs thereof, shall increase in any material respect.

                    (c) Subject in each case to (i) the rights and the restrictions set forth in Section 7.4 hereof and (ii) the access and entry rights each US Borrower and its Subsidiaries is entitled to grant, each Agent and its representatives will have the right to enter and visit the Real Estate and any other place where any property of any US Borrower or any of its Subsidiaries is located for the purposes of observing the Real Estate, taking and removing soil or groundwater samples, and conducting tests on any part of the Real Estate; provided, however, to the extent the applicable US Borrower or any of its Subsidiaries does not have sufficient rights in any such Real Estate or other place where any of its property is located to provide each Agent and its representatives the access, observation and removal rights described in this sentence, such US Borrower or its Subsidiaries will use its reasonable efforts to obtain such rights for itself and each Agent and its representatives within sixty (60) days of a written request by the Agents for

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such access, observation and removal rights for such Real Estate; provided, further, if (A) the applicable US Borrower or its Subsidiaries are unable to obtain such access, observation and removal rights within such sixty (60) day period and (B) the Agents have a good faith reason to believe that a Material Compliance Issue exists with respect to such Real Estate, then the applicable US Borrower or its Subsidiaries shall have the option to either (x) vacate such Real Estate within ninety (90) days of a written request by the Agents to such effect or (y) exclude any Inventory located on such Real Estate from the calculation of Eligible Inventory. No Agent is under any duty, however, to visit or observe the Real Estate or to conduct tests, and any such acts by any Agent will be solely for the purposes of protecting the Agents’ Liens and preserving the Agents’ and the Lenders’ rights under the Loan Documents. No site visit, observation or testing by any Agent will result in a waiver of any Default of the Borrowers or impose any liability on such Agent or the Lenders. In no event will any site visit, observation or testing by any Agent be a representation by any US Borrower or any of its Subsidiaries that hazardous substances are or are not present in, on or under the Real Estate, or that there has been or will be compliance with any Environmental Law. No US Borrower or any of its Subsidiaries or any other party is entitled to rely on any site visit, observation or testing by any Agent. No Agent and no Lender owes any duty of care to protect any US Borrower or any of its Subsidiaries or any other party against, or to inform any US Borrower or any of its Subsidiaries or any other party of, any hazardous substances or any other adverse condition affecting the Real Estate. Each Agent shall disclose to the US Borrowers or any of its Subsidiaries or to any other party if so required by law any report or findings made as a result of, or in connection with, any site visit, observation or testing by any Agent. Each US Borrower understands and agrees that no Agent makes any warranty or representation to the US Borrower or any other party regarding the truth, accuracy or completeness of any such report or findings that may be disclosed. Each US Borrower and its Subsidiaries also understands that depending on the results of any site visit, observation or testing by any Agent and disclosed to a US Borrower or any of its Subsidiaries, such US Borrower or such Subsidiary may have a legal obligation to notify one or more environmental agencies of the results, that such reporting requirements are site-specific, and are to be evaluated by such US Borrower or such Subsidiary without advice or assistance from such Agent. In each instance, each Agent will give the relevant Borrower or Subsidiary reasonable notice before entering the Real Estate or any other place such Agent is permitted to enter under this Section 7.7(c). Each Agent will make reasonable efforts to avoid interfering with a US Borrowers’ or any of its Subsidiaries’ use of the Real Estate or any other property in exercising any rights provided hereunder.

          7.8 Compliance with ERISA and Other Laws. Each US Borrower shall, and shall cause each of its Subsidiaries and ERISA Affiliates to: (a) maintain each Plan and Foreign Pension Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state or foreign law; (b) ensure that all liabilities under any Foreign Pension Plan are funded to at least the minimum level required by law or, if higher, to the level required by the governing documents of such plans; (c) ensure that all contributions or premium payments to or in respect of all Foreign Pension Plans are and continue to be promptly paid at no less than the rates required under applicable law or the rules of such arrangements; (d) cause each Plan which is qualified under Section 401(a) of the Code to maintain such qualification; (e) make all required contributions to any Plan subject to Section 412 of the Code; (f) not engage in a prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan; and (g) not engage in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

          7.9 Mergers, Amalgamations, Consolidations or Sales. No US Borrower shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger, reorganization, amalgamation or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or any part of its property, or wind up, liquidate or dissolve, except for:

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                    (a) the foregoing shall not apply to any of the Non-Guarantor Subsidiaries; provided that in the case of any merger or amalgamation with a non-Credit Party third-party, the Non-Guarantor Subsidiary shall be the surviving entity;

                    (b) sales, exchanges, leases or any other dispositions of Inventory, including Rental Fleet Assets, in the ordinary course of its business;

                    (c) sales, exchanges, leases or any other dispositions of Machinery and Equipment in the ordinary course of its business; provided that any exchange shall be made in exchange for, and any proceeds from any sale or other disposition shall be applied to purchase or acquire, Machinery and Equipment used or useful in a Similar Business; and provided further the US Borrower Representative shall include the details of any such sale, exchange, disposition, purchase and/or acquisition, as applicable, in each certificate delivered to the Administrative Agent and the UK Agent pursuant to Section 5.2(l) hereof;

                    (d) sales, exchanges, leases or any other dispositions of Real Estate, Machinery and Equipment and Inventory, including Rental Fleet Assets, in each case, not in the ordinary course of business with a net book value not to exceed, in the aggregate for all Borrowers and their respective Subsidiaries, the Dollar Equivalent of $3,000,000 in any Fiscal Year (taking into account, with respect to Fiscal Year 2006, all such sales, exchanges or other dispositions occurring in Fiscal Year 2006 occurring prior to the Closing Date); provided that (i) any exchange of Inventory or Machinery and Equipment shall be for like-kind Inventory or Machinery and Equipment, as applicable, (ii) any Inventory, Real Estate or Machinery and Equipment, as applicable, received as part of an exchange (whether purchased, acquired or otherwise) shall be free and clear of all Liens, except Permitted Liens and (iii) any sale, exchange, lease or any other disposition of assets at any branch location (other than in the ordinary course of business) with aggregate net book value in excess of the Dollar Equivalent of $1,000,000 in any Fiscal Year (taking into account, with respect to Fiscal Year 2006, all such sales, exchanges or other dispositions occurring in Fiscal Year 2006 occurring prior to the Closing Date), or any closing of a branch location, shall require prior written notice to the Administrative Agent or the UK Agent, as applicable;

                    (e) any US Subsidiary of a US Borrower with a positive net worth may be merged with or into a US Borrower or any Wholly-owned US Subsidiary which is or contemporaneously becomes a Credit Party, or be liquidated, wound up or dissolved into a US Borrower or any Wholly-owned US Subsidiary which is a Credit Party, or transfer all or any part of its assets to a US Borrower or any Wholly-owned US Subsidiary which is a Credit Party; provided, that (except as permitted in clause (f) below) in any merger with a US Borrower, a US Borrower shall be the surviving entity and in any merger with any other Credit Party, such Credit Party shall be the surviving entity and all Liens in favor of the Administrative Agent shall remain perfected;

                    (f) any Foreign Subsidiary of a US Borrower with a positive net worth may be merged or amalgamated with or into the UK Borrower or any Wholly-owned Foreign Subsidiary which is or contemporaneously becomes a Credit Party, or be liquidated, wound up, hived up or dissolved into the UK Borrower or any Wholly-owned Foreign Subsidiary which is a Credit Party, or transfer all or any part of its assets to the UK Borrower or any Wholly-owned Foreign Subsidiary which is a Credit Party; provided, that in any merger with the UK Borrower, the UK Borrower shall be the surviving entity and in any merger or amalgamation with any other Credit Party, such Credit Party shall be the surviving entity and all Liens in favor of the UK Security Trustee shall remain perfected;

                    (g) (i) any US Borrower and any US Subsidiary may transfer assets to a US Borrower or any Wholly-owned US Subsidiary which is a Borrower or a US Subsidiary Guarantor (including Mobile Storage Group (Texas), L.P. for so long as it shall remain a US Subsidiary Guarantor,

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all of its owned equity interests shall have been pledged in accordance with the Security Documents and it shall have otherwise complied with Section 6.30 hereof); (ii) any Foreign Subsidiary may transfer assets to the UK Borrower or any Wholly-owned UK Subsidiary which is a UK Subsidiary Guarantor; (iii) any Subsidiary may make Distributions otherwise permitted pursuant to Section 7.10(a)(ii) hereof and payments upon any Debt otherwise permitted to be incurred pursuant to Section 7.13(g) hereof and (iv) the US Borrowers may transfer funds to Ravenstock and Ravenstock may transfer funds to the US Borrowers pursuant to Section 7.15(e); and

                    (h) sales, licenses or other dispositions (including non-renewal of licenses, filings, applications or permits) of Proprietary Rights in the ordinary course of its business);

                    (i) any transfers, sales, assignment, leases or other dispositions permitted by Sections 7.10, 7.11, 7.14, 7.15, 7.19, 7.20, 7.26 or 7.34 and payment of obligations incurred pursuant to Sections 7.12 or 7.13;

                    (i) the disposition of obsolete or worn out property in the ordinary course of business; and

                    (k) the Acquisition.

          7.10 Distributions; Capital Change; Restricted Investments. No US Borrower nor any of its Subsidiaries shall:

                    (a) directly or indirectly declare or make, or incur any liability to make (provided, however, that nothing herein shall prevent the US Borrowers or any of their Subsidiaries from entering into any agreement subject to appropriate conditions precedent providing for repayment in full of all Obligations other than indemnities and contingent Obligations not accrued and payable), any Distributions, except, without duplication:

                              (i) Distributions to holders of Capital Stock consisting of dividends payable in Capital Stock, and, only if such Capital Stock is Preferred Stock, such distribution of Preferred Stock is permitted pursuant to Section 7.34;

                              (ii) Distributions to a US Borrower or a Wholly-owned Subsidiary of a US Borrower by its Subsidiaries, and Distributions to the UK Borrower or a Wholly-owned Subsidiary of the UK Borrower by its Subsidiaries, in each case other than a Distribution by a Credit Party to a Subsidiary which is not a Credit Party; provided, in the case of any Distribution by Ravenstock to the US Borrowers (and in the case of any other Distribution by a UK Credit Party to a US Credit Party), that at the time of and after giving effect to each such Distribution: (A) no Default or Event of Default exists under Section 9.1(a), (B) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (C) UK Availability is greater than or equal to £4,000,000;

                              (iii) payments to repurchase or retire any Capital Stock of the Parent Guarantor made to departed employees, officers or directors of any Credit Party not to exceed $2,000,000 in the aggregate per Fiscal Year, with any unused amount in any Fiscal Year carried over to the next Fiscal Year up to an aggregate principal amount not to exceed $6,000,000 in any Fiscal Year and Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to enable the Parent Guarantor to make the payments permitted pursuant to this Section 7.10(a)(iii)); provided that at the time of and after giving effect to each such Distribution: (i) no Default or Event of Default exists under Section 9.1(a), (ii) no Default or Event of Default exists in the observance or performance of any of

40

the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (iii) Total Excess Availability is greater than or equal to the Dollar Equivalent of $30,000,000;

                              (iv) on and after the second anniversary of the Closing Date, Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to finance the payment by the Parent Guarantor of cash interest in respect of the Mezzanine Debt pursuant to the Mezzanine Notes so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to the making of any such Distribution, (ii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution as if such Distribution was made on such day) on the day such Distribution is made and for each of the immediately preceding 30 days was greater than or equal to the Dollar Equivalent of $30,000,000, (iii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution) for each of the 30 days immediately following the day such Distribution is made is projected to be greater than or equal to the Dollar Equivalent of $30,000,000, (iv) the Consolidated Total Debt to Pro Forma EBITDA Ratio as of the most recent Fiscal Quarter end and adjusted on a pro forma basis to give effect to the making of any such Distribution shall not exceed 4.75, (v) any such Distribution would be permitted by the Senior Unsecured Note Indenture, (vi) a Responsible Officer delivers a certificate to the Administrative Agent certifying compliance with the above requirements prior to making any such Distribution and (vii) the aggregate amount of such payments in any fiscal year does not exceed an amount equal to 10% of the accreted value of the Mezzanine Debt;

                              (v) Distributions to the Parent Guarantor sufficient so that the Parent Guarantor can pay any Taxes that are due and payable by the Parent Guarantor or by the US Borrowers and their Subsidiaries as part of a consolidated, combined, unitary or similar group;

                              (vi) the issuance of Capital Stock of any US Borrower or any Subsidiary Guarantor consisting of common stock pursuant to a directors and officers or employee stock option or grant or similar equity plan or 401(k) plans of Borrower for the benefit of its employees, officers, directors and consultants;

                              (vii) Distributions to the Parent Guarantor (i) for overhead costs and expenses not to exceed $2,000,000 per fiscal year and (ii) for costs and expenses associated with the issuance of Debt and equity permitted by this Agreement; provided, that in each case (A) no Default or Event of Default shall have occurred and be continuing and (B) with respect to clause (ii), there is Total Excess Availability of at least $40,000,000; and

                              (viii) Distributions in an aggregate amount not to exceed $12,500,000; provided, that (i) no Default or Event of Default shall have occurred and is continuing and (ii) after giving effect to any such distribution, Total Excess Availability is greater than or equal to the Dollar Equivalent of $40,000,000;

                    (b) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect; or

                    (c) make any Restricted Investment.

          7.11 Transactions Affecting Collateral or Obligations. No US Borrower nor any of its Subsidiaries shall enter into any transaction which would be reasonably expected to have a Material Adverse Effect.

          7.12 Guaranties. No US Borrower nor any of its Subsidiaries shall make, issue, or become liable on any Guaranty, except

41

                    (a) Guaranties of any of the Obligations in favor of the Responsible Agents and/or the Applicable Security Agents for the ratable benefit of the Applicable Lenders;

                    (b) Guaranties (i) by the US Borrowers of obligations of Ravenstock or Ravenstock’s UK Subsidiaries under leases or subleases for Real Estate entered into in the ordinary course of such Person’s business and (ii) by the US Credit Parties of obligations of US Credit Parties and by Ravenstock of obligations of UK Credit Parties, in either case in respect of operating liabilities incurred in the ordinary course of business, in the aggregate not in excess of £2,000,000 at any time outstanding;

                    (c) Guaranties existing on the Closing Date and listed on Schedule 7.13;

                    (d) Guaranties of the Senior Unsecured Notes to the extent required by the Senior Unsecured Note Indenture as in effect on the Closing Date by US Subsidiaries;

                    (e) Guaranties of Debt permitted by Sections 7.13(c), 7.13(d), 7.13(e), 7.13(j)(i), and 7.13(k) if such Guaranties are permitted by such Section; and

                    (f) Guaranties of Debt in respect of liabilities incurred by a Credit Party in Canada, in the aggregate not in excess of the Dollar Equivalent of $10,000,000 from time to time.

          7.13 Debt. No US Borrower shall, nor shall it permit any of its Subsidiaries to, incur or maintain any Debt, other than:

                    (a) the Obligations;

                    (b) Debt described on Schedule 7.13;

                    (c) Capital Leases of Machinery and Equipment or Rental Fleet Assets and purchase money secured Debt incurred to purchase Machinery and Equipment or Rental Fleet Assets; provided that (i) Liens securing the same attach only to the Machinery and Equipment or Rental Fleet Assets acquired by the incurrence of such Debt and proceeds thereof (but shall not encumber leases of, or payments under leases of, Rental Fleet Assets), and (ii) the aggregate amount of such Debt for all Credit Parties (including Capital Leases) outstanding does not exceed the Dollar Equivalent of $17,500,000 at any time;

                    (d) Debt evidencing a refinancing, replacement, refunding, renewal or extension from time to time thereof (including with Public Debt) the Debt described on Schedule 7.13; provided that (A) the principal amount thereof is not increased, (B) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refinanced, replaced, refunded, renewed or extended, (C) no Subsidiary of any US Borrower that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, (D) the terms of such refinancing, replacement, refunding, renewal or extension are no less favorable in any material respect to the applicable Credit Party or Subsidiary, any Agent or the Lenders than the original Debt and (E) the final maturity thereof, if presently after the Stated Termination Date, will not become earlier than at least 6 months after the Stated Termination Date;

                    (e) Debt issued pursuant to the Senior Unsecured Notes including any refinancing, replacement, refunding, renewal or extension thereof from time to time; provided, however, that (A) the principal amount thereof is not increased, (B) such Debt is unsecured, (C) no Subsidiary that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, (D) the terms of such refinancing, replacement, refunding, renewal or extension are no less favorable in any

42

material respect to the applicable Credit Party, any Agent or the Lenders than the original Debt, and (E) the final maturity thereof will not be earlier than the maturity date applicable to the original Debt;

                    (f) Debt issued pursuant to the Mezzanine Notes including any refinancing, replacement, refunding, renewal or extension thereof from time to time; provided, however, that (A) the principal amount thereof is not increased, (B) such Debt is unsecured, (C) no Subsidiary that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, (D) the terms of such refinancing, replacement, refunding, renewal or extension are no less favorable in any material respect to the applicable Credit Party, any Agent or the Lenders than the original Debt, and (E) the final maturity thereof will not be earlier than the maturity date applicable to the original Debt;

                    (g) Subject to the following sentence, Intercompany Debt; provided, in each case, that such Debt will be documented and secured in favor of the Applicable Security Agent, in a manner reasonably satisfactory to the Applicable Agent and shall be subordinated to the Obligations of the Credit Parties on terms and conditions satisfactory to the Agent; provided further that, in the case of any creditors with respect to such Debt which are Foreign Subsidiaries, such Subsidiaries shall have entered into and delivered to the Administrative Agent and the UK Security Trustee for the benefit of the Lenders the UK Intercreditor Deed in the form attached hereto as Exhibit H. Notwithstanding the foregoing, (i) neither the UK Borrower nor any of its Subsidiaries shall make, create or acquire any Intercompany Debt owed to any US Borrower or US Subsidiaries, and (ii) no US Borrower nor any of its US Subsidiaries shall make, create or acquire any Intercompany Debt owed to the UK Borrower or any of its UK Subsidiaries, except, in each case, if and only to the extent that at the time of and after giving effect to each such making, creation or acquisition: (x) no Default or Event of Default exists under Section 9.1(a), (y) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (z) in the case of any Intercompany Debt incurred by any UK Subsidiary, US Availability is greater than or equal to $7,000,000 and in the case of any Intercompany Debt incurred by any US Subsidiary, UK Availability is greater than or equal to £4,000,000.

                    (h) the Luxembourg Debt, provided that (A) such Debt will be evidenced by a revolving credit facility agreement in the form existing as at the date hereof with claims thereunder assigned in favor of the UK Security Trustee and shall be subordinated to the Obligations of the Credit Parties on terms and conditions satisfactory to the Administrative Agent and (B) the creditors with respect to such Debt shall have entered into and delivered to the Administrative Agent and the UK Security Trustee for the benefit of the Lenders the UK Intercreditor Deed in the form attached hereto as Exhibit H;

                    (i) Guaranties permitted by Section 7.12;

                    (j) Debt represented by (i) any secured Hedge Agreements entered into with a Lender or other Bank Product Provider as the counterparty upon notice to the Agent or (ii) any unsecured Hedge Agreements, in each case, entered into in the ordinary course of business in order to protect any Borrower and/or any of its Subsidiaries against fluctuations in interest rates and currency exchange rates and not for speculative purposes;

                    (k) after the Closing Date, any Capital Leases or purchase money Debt or Debt secured by a mortgage on Real Estate assumed or acquired in connection with a Permitted Acquisition; provided that (A) such Debt existed at the time of such Permitted Acquisition and was not created in anticipation thereof, (B) any Lien securing such Debt does not extend to any assets of any US Borrower or any of its US Subsidiaries other than the assets secured thereby at the time of the Permitted Acquisition and does not encumber leases of, or payments under leases of, Rental Fleet Assets and (C) if the Debt is

43

owed by a Subsidiary acquired, then no other US Borrower or any of its US Subsidiaries shall have any liability therefor;

                    (l) Debt secured by a mortgage on any Real Estate acquired by any US Borrower or any of its US Subsidiaries incurred or assumed for the purpose of financing all or a part of the cost of acquiring such Real Estate; provided that (i) any such mortgage attaches solely to the Real Estate so acquired, (ii) the mortgagee thereunder executes and delivers to the Responsible Agent a mortgagee waiver agreement (or, in respect of a UK Property, a deed of priority on terms and conditions reasonably acceptable to the UK Agent) in form and substance reasonably satisfactory to the Administrative Agent and (iii) the principal amount of such Debt secured thereby does not exceed 100% of any US Borrowers’ or their respective Subsidiaries’, as applicable, cost of such Real Estate;

                    (m) other unsecured Debt not to exceed $20,000,000 in the aggregate for all Credit Parties at any time outstanding;

                    (n) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Debt is covered within five business days of the later of such honoring or notice thereof; and

                    (o) unsecured Debt of Foreign Subsidiaries not to exceed $5,000,000 in the aggregate at any time outstanding.

For purposes of compliance with this Section 7.13 and Section 7.13 of the US Credit Agreement, in the event any Debt meets the criteria set forth in more than one of clauses (c) through (d), inclusive, or (i) through (m) inclusive, of this Section 7.13 and Section 7.13 of the US Credit Agreement, the US Borrower Representative and the UK Borrower, in their sole collective discretion, may (X) classify or reclassify such Debt in any manner that complies with this Section 7.13 and Section 7.13 of the US Credit Agreement and (Y) divide and classify such Debt among more than one of the clauses of this Section 7.13 and Section 7.13 of the UK Credit Agreement and, in each case, such Debt shall be treated as having been permitted pursuant to the clause of this Section 7.13 and Section 7.13 of the US Credit Agreement specified by the US Borrower Representative and UK Borrower; provided that, in each case, the US Borrower Representative and the UK Borrower must classify, reclassify and/or divide such Debt in a manner consistent for purposes of compliance with the UK Credit Agreement and US Credit Agreement.

          7.14 Prepayments; Payments on Senior Unsecured Notes; Payments on Intercompany Debt.

                    (a) No US Borrower nor any of its Subsidiaries shall voluntarily prepay any Debt, except (i) the Obligations in accordance with the terms of this Agreement and the US Credit Agreement, (ii) prepayment of the Existing Indebtedness and the Luxembourg Debt, and (iii) Capital Leases and other Debt in an aggregate amount not to exceed $2,000,000 per Fiscal Year and, after giving effect to the payment thereof, only so long as Total Excess Availability exceeds $30,000,000, (iv) prepayments of the Debt described on Schedule 7.13 with the proceeds of Debt permitted to be issued under Section 7.13(d) and (v) prepayments of the Senior Unsecured Notes and all expenses associated therewith with the proceeds of Capital Stock issued in accordance with Section 7.34, and (vi) as permitted under Section 7.14(b).

                    (b) No US Borrower nor any of its Subsidiaries shall make any payments on the Senior Unsecured Notes except for (i) regularly scheduled payments of interest and (ii) payments of up to 35% of the aggregate principal amount of the Senior Unsecured Notes with the proceeds of the issuance of the securities of the Parent Guarantor or Mobile Services in an “Equity Offering” under and as defined

44

in the Senior Unsecured Note Indenture if, both before and after giving effect to payment of principal, (x) no Default or Event of Default exists and (y) Total Excess Availability exceeds $40,000,000.

                    (c) (i) Neither the UK Borrower nor any of its UK Subsidiaries shall make any payment of principal, interest or any other amount on account of or in respect of any obligation outstanding under any Intercompany Debt owed to any US Borrower, any US Subsidiary or the Luxembourg Subsidiary, and (ii) no US Borrower nor any of its US Subsidiaries shall make any payments of principal, interest or any other amounts on account of any obligation outstanding under any Intercompany Debt owed to the UK Borrower or any UK Subsidiary, except, (A) in each case, subject to the subordination provisions thereof as required by Section 7.13(g), and (B) in each case, if and only to the extent that at the time of and after giving effect to each such payment: (x) no Default or Event of Default exists under Section 9.1(a), (y) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (z) in the case of clause (i), UK Availability is greater than or equal to £4,000,000 or, in the case of clause (ii), US Availability is greater than or equal to $7,000,000; provided, however, nothing in this Section 7.14(c) shall prohibit the making of any payments between the US Borrowers and Ravenstock pursuant to Section 7.15(e).

          7.15 Transactions with Affiliates. Except as set forth below or described on Schedule 7.15, no US Borrower shall, nor shall it permit any of its Subsidiaries to, sell, transfer, distribute, or pay any money or property, including, but not limited to, any fees or expenses of any nature (including any fees or expenses for management services), to any Affiliate, or lend or advance money or property to any Affiliate, or invest in (by capital contribution or otherwise) or purchase or repurchase any stock or indebtedness, or any property, of any Affiliate, or become liable on any Guaranty of the indebtedness, dividends, or other obligations of any Affiliate (other than any Guaranties permitted by Section 7.12); provided, however, while no Event of Default has occurred and is continuing, and subject to the limitations set forth in this Agreement, the Credit Parties may engage in transactions or agreements with Affiliates, other than those described on Schedule 7.15, in the ordinary course of business consistent with past practices, in an amount and upon terms fully disclosed in all material respects to the Agents and the Lenders in advance, and, in any case, no less favorable to such US Borrower or its Subsidiaries, as applicable, than would be obtained in a comparable arm’s-length transaction with a third party who is not an Affiliate; provided further:

                    (a) if no Default or Event of Default exists under Section 9.1(a), immediately before and after giving effect to the payments, payments of periodic fees may be made when due pursuant to the Welsh Carson Management Agreement as in effect on the date hereof; provided that such payments shall not exceed the Dollar Equivalent of $800,000 per Fiscal Year plus fees payable in connection with acquisitions, financings, divestitures or similar transactions undertaken pursuant to the Welsh Carson Management Agreement; provided that such fees do not exceed an amount equal to 1% of the transaction value thereof;

                    (b) the US Borrowers and their Subsidiaries may enter into and perform under such intercompany loan, sales and investments as otherwise expressly permitted by this Agreement;

                    (c) the US Borrowers and their Subsidiaries may enter into transactions with the Non-Guarantor Subsidiaries (i) to cause a Non-Guarantor Subsidiary’s dissolution and (ii) to cause the dissolution of the Luxembourg Subsidiary so long as, in the case of clause (ii), all of the following conditions are met: (A) no Default or Event of Default shall exist at the time of such dissolution and after giving effect to such dissolution, (B) any Subsidiary of the US Borrowers or Ravenstock that assumes any of the rights or obligations under the Luxembourg Debt in connection with the transactions that effect such dissolution shall become a UK Subsidiary Guarantor and shall become a party to each of the Loan

45

Documents to which the UK Borrower, UK-LP or the Luxembourg Subsidiary, as applicable, was a party immediately prior to the dissolution of the Luxembourg Subsidiary, (C) all other Agent’s Liens on the Collateral immediately prior to the dissolution of the Luxembourg Subsidiary shall remain perfected, and the Borrowers shall cause any Subsidiary of the US Borrowers or Ravenstock that assumes any rights or obligations under the Luxembourg Debt in connection with the transactions that effect such dissolution to execute and deliver to the Administrative Agent and the UK Security Trustee such documents, instruments, financing statements, and amendments to Loan Documents as the Administrative Agent and the UK Security Trustee may reasonably request to continue the perfection of the Agent’s Liens, (D) UK Availability is greater than or equal to £4,000,000; (E) such dissolution shall not result in any Debt other than Intercompany Debt permitted to be incurred pursuant to, and incurred in compliance with, Section 7.13(g) hereof; and (F) such dissolution shall otherwise not create any covenants, undertakings or obligations on the part of any US Borrower or any of their respective Subsidiaries any more onerous than the covenants, undertakings or obligations contained in the Luxembourg Debt;

                    (d) the US Borrowers and their Subsidiaries may pay reasonable compensation and provide customary indemnities to directors, officers and employees; and

                    (e) Ravenstock and the US Borrowers may make payments to each other as reimbursement for corporate overhead and services, tax sharing and other similar arrangements plus reasonable and customary out-of-pocket expenses, if and only to the extent that at the time of and after giving effect to each such payment: (w) no Default or Event of Default exists under Section 9.1(a), (x) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive, (y) in the case of payments from Ravenstock to the US Borrowers, UK Availability is greater than or equal to £4,000,000 and (z) in the case of payments from the US Borrowers to Ravenstock, (I) US Availability is greater than or equal to $7,000,000 and (II) such amount does not exceed $1,000,000 in any Fiscal Year (taking into account all such payments occurring in Fiscal Year 2006 occurring prior to the Closing Date).

          7.16 Investment Banking and Finder’s Fees. Other than for the benefit of any Agent or Lender, or pursuant to Section 7.15(a), no US Borrower shall, nor shall it permit any of its Subsidiaries, to pay or agree to pay, or reimburse any other party with respect to, any investment banking or similar or related fee, underwriter’s fee, finder’s fee, or broker’s fee to any Person in connection with this Agreement. The US Borrowers and their Subsidiaries shall defend and indemnify the Agents and the Lenders against and hold them harmless from all claims of any Person that the Credit Parties are obligated to pay for any such fees, and all costs and expenses (including attorneys’ fees) incurred by the Agents and/or any Lender in connection therewith.

          7.17 Business Conducted.

                    (a) No US Borrower shall, nor shall it permit any of its Subsidiaries to, engage directly or indirectly, in any line of business other than a Similar Business.

                    (b) Mobile Services shall not engage in any business activities or have any properties or liabilities, other than (i) holding Capital Stock of MSG, (ii) obligations under the Loan Documents, (iii) making any distribution permitted by Sections 7.10 or 7.15(a), in each case, or holding any cash received in connection with distributions made by MSG in accordance with Sections 7.10 or 7.15(a), in each case, pending application thereof by Mobile Services in the manner contemplated by Sections 7.10 or 7.15(a), in each case, and (iv) activities and properties incidental to the foregoing clauses (i), (ii) and (iii).

                    (c) The Intermediary shall not engage in any business activities or have any properties or liabilities, other than (i) holding Capital Stock of Mobile Services, (ii) obligations under the

46

Loan Documents, (iii) making any distribution permitted by Section 7.10 or holding any cash received in connection with distributions made by Mobile Services in accordance with Section 7.10 pending application thereof by the Intermediary in the manner contemplated by Section 7.10 and (iii) activities and properties incidental to the foregoing clauses (i), (ii) and (iii); provided, however, that the foregoing shall not limit Intermediary’s ability to undertake transactions permitted by Section 7.09 or consummate the Acquisition.

                    (d) The Parent Guarantor shall not engage in any business activities or have any properties or liabilities, other than (i) holding Capital Stock of Intermediary (or any successor entity permitted hereunder), (ii) obligations under the Loan Documents and the Mezzanine Notes (including payments and prepayments thereof), (iii) making any distribution permitted by Section 7.10 or Section 7.15 or holding any cash received in connection with distributions made by Intermediary in accordance with Section 7.10 or Section 7.15 pending application thereof by the Parent Guarantor in the manner contemplated by Section 7.10 or Section 7.15 and (iii) activities and properties incidental to the foregoing clauses (i), (ii) and (iii); provided, however, that neither Section 7.30 nor the foregoing shall limit the Parent Guarantor’s ability to issue Capital Stock and hold and apply any proceeds thereof (including to the payment and prepayment of the Mezzanine Notes).

          7.18 Liens. No US Borrower shall, nor shall it permit any of its Subsidiaries to, create, incur, assume, or permit to exist any Lien on any property now owned or hereafter acquired by any of them, except Permitted Liens.

          7.19 Sale and Leaseback Transactions. No US Borrower shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into any arrangement with any Person providing for such US Borrower or such Subsidiary to lease or rent property that such US Borrower or such Subsidiary has sold or will sell or otherwise transfer to such Person other than Real Estate both (a) sold or otherwise disposed of to a Person that is not a Credit Party pursuant to Section 7.9 hereof and (b) in respect of which such Credit Party or Subsidiary has delivered a landlord waiver and, if the Real Estate will be subject to a mortgage or deed of trust, a mortgagee waiver, in each case in form and substance reasonably satisfactory to the Administrative Agent and the UK Security Trustee, as applicable.

          7.20 New Subsidiaries. No US Borrower shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary other than (i) those listed on Schedule 6.5, (ii) Wholly-owned Subsidiaries acquired in a Permitted Acquisition, or (iii) Wholly-owned Subsidiaries created by a US Borrower or any of its Subsidiaries so long as, in the case of clauses (ii) and (iii), the US Borrower shall, and shall cause each such Subsidiary to, comply with the provisions of Section 7.32; provided that no US Borrower shall, nor shall it permit any Subsidiaries to, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary organized under the laws of any jurisdiction other than the United States or any State thereof, other than (A) those Subsidiaries listed on Schedule 6.5 as of the Closing Date, (B) as a result of a Permitted Acquisition and (C) any direct and indirect Subsidiaries of Ravenstock; and provided further that the UK Borrower shall not, nor shall it permit any UK Subsidiary to, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary organized under the laws of the United States or any State thereof.

          7.21 Fiscal Year. No US Borrower shall, nor shall it permit any of its Subsidiaries to, change its Fiscal Year.

          7.22 Depreciation Method. No US Borrower shall, nor shall it permit any of its Subsidiaries to, change its method of calculating depreciation with respect to the preparation of the financial information set forth in the Financial Statements except as required by GAAP, the independent

47

accountants of any US Borrower or any of its Subsidiaries, the SEC or any other Governmental Authority having jurisdiction over such US Borrower or such US Subsidiary.

          7.23 Cash Interest Coverage Ratio. The US Borrowers and their Subsidiaries will maintain a Cash Interest Coverage Ratio for each period of four consecutive fiscal quarters ended on the last day of any Fiscal Quarter of not less than 1.75:1; provided that the Cash Interest Coverage Ratio shall not be tested so long as Total Excess Availability for each day of the most recently completed Fiscal Quarter is equal to or exceeds $30,000,000. Such Cash Interest Coverage Ratio shall be first tested as of the Fiscal Quarter ending immediately prior to the date on which Total Excess Availability is first less than or equal to $30,000,000 for which financial statements are available and shall continue to be tested for each Fiscal Quarter thereafter until such Fiscal Quarter in which the Borrowers maintain Total Excess Availability on each day thereof of at least $30,000,000.

          7.24 Maximum Consolidated Total Debt to Pro Forma EBITDA Ratio. The US Borrowers and their Subsidiaries will not permit the Consolidated Total Debt to Pro Forma EBITDA Ratio as of the end of any Fiscal Quarter set forth below to be greater than the ratio set forth opposite such period:

Period Ending	Ratio
The last day of each Fiscal Quarter through the	6.00:1
Fiscal Quarter ending on June 30, 2007
The last day of each Fiscal Quarter after the Fiscal	5.75:1
Quarter ending on June 30, 2007 through the Fiscal
Quarter ending on June 30, 2008
The last day of each Fiscal Quarter after the Fiscal	5.50:1
Quarter ending on June 30, 2008 through the Fiscal
Quarter ending on June 30, 2009
The last day of each Fiscal Quarter after the Fiscal	5.25:1
Quarter ending on June 30, 2009 through the Fiscal
Quarter ending on June 30, 2010
The last day of each Fiscal Quarter after the Fiscal	5.00:1
Quarter ending on June 30, 2010 and thereafter

; provided that Consolidated Total Debt to Pro Forma EBITDA Ratio shall not be tested for any period of four consecutive Fiscal Quarters so long as Total Excess Availability for each day of the most recently completed Fiscal Quarter is equal to or exceeds $30,000,000. Such Consolidated Total Debt to Pro Forma EBITDA Ratio shall be first tested as of the Fiscal Quarter ending immediately prior to the date on which Total Excess Availability is first less than or equal to $30,000,000 for which financial statements are available and shall continue to be tested for each Fiscal Quarter thereafter until such Fiscal Quarter in which the Borrowers maintain Total Excess Availability on each day thereof of at least $30,000,000.

          7.25 Minimum Fleet Utilization Rate. The US Borrowers and their Subsidiaries shall not permit the Fleet Utilization Rate, as of the end of any Fiscal Quarter set forth below, to be less than the rate set forth opposite such period:

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Period	Rate
First Fiscal Quarter of each Fiscal Year	72%
Second Fiscal Quarter of each Fiscal Year	74%
Third Fiscal Quarter of each Fiscal Year	76%
Fourth Fiscal Quarter of each Fiscal Year	76%

; provided that the Fleet Utilization Rate shall not be tested so long as Total Excess Availability for each day of the most recently completed Fiscal Quarter is equal to or exceeds $30,000,000. Such Fleet Utilization Rate shall be first tested as of the Fiscal Quarter ending immediately prior to the date on which Total Excess Availability is first less than or equal to $30,000,000 for which financial statements are available and shall continue to be tested for each Fiscal Quarter thereafter until such Fiscal Quarter in which the Borrowers maintain Total Excess Availability on each day thereof of at least $30,000,000.

          7.26 Capital Expenditures. No US Borrower shall, nor shall it permit any of its Subsidiaries to, make or incur any Capital Expenditure if, after giving effect thereto, the aggregate amount of all Capital Expenditures by the US Borrowers and their Subsidiaries on a consolidated basis would exceed:

                    (a) in the Fiscal Year ended December 31, 2006 (taking into account all Capital Expenditures occurring in Fiscal Year 2006 occurring prior to the Closing Date) the sum of the Dollar Equivalent of $50,000,000;

                    (b) in the Fiscal Year ended December 31, 2007 the Dollar Equivalent of $50,000,000;

                    (c) in the Fiscal Year ended December 31, 2008 the Dollar Equivalent of $55,000,000;

                    (d) in the Fiscal Year ended December 31, 2009 the Dollar Equivalent of $60,000,000;

                    (e) in the Fiscal Year ended December 31, 2010 the Dollar Equivalent of $65,000,000;

                    (f) in the Fiscal Year ended December 31, 2011 the Dollar Equivalent of $70,000,000;

in each case plus the Acquisition to CapEx Transfer Amount, if any, and less the Capital Expenditure to Acquisition Transfer Amount, if any; provided that to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year (“Year 1”) pursuant to paragraphs (a), (b), (c), (d), (e) or (f) above (as applicable) exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, such excess amount, up to the Dollar Equivalent of $15,000,000 (the “Capital Expenditure Excess”), may be carried forward to (but only to) the Capital Expenditure budget set forth for the next succeeding Fiscal Year (“Year 2”) (any such amount to be certified by the US Borrower to the Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of Year 1). The parties acknowledge and agree that the permitted Capital Expenditure levels set forth above shall be exclusive of Capital Expenditures constituting Permitted Acquisitions.

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          7.27 Federal Reserve Regulations. No US Borrower shall, nor shall it suffer or permit any Subsidiary to, use any portion of the Loan proceeds, directly or indirectly, (i) to purchase or carry Margin Stock, (ii) to repay or otherwise refinance indebtedness of a US Borrower or any of its Subsidiaries or others incurred to purchase or carry Margin Stock, (iii) to extend credit for the purpose of purchasing or carrying any Margin Stock, or (iv) to acquire any security in any transaction that is subject to Section 13 or Section 14 of the Exchange Act.

          7.28 Further Assurances. The US Borrowers shall and shall cause the Parent Guarantor and their Subsidiaries to execute and deliver, or cause to be executed and delivered, to the Agents, the Applicable Security Agents and/or the Lenders such documents and agreements, and shall take or cause to be taken such actions, as the Agents, the Applicable Security Agents or any Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents.

          7.29 Bank Accounts. The Borrowers shall establish and maintain, and cause each Subsidiary to establish and maintain, a cash management system reasonably acceptable to the Responsible Agent, including (a) blocked accounts for the UK Credit Parties over which the UK Security Trustee has a fixed charge reasonably acceptable to the Responsible Agent, (b) arrangements reasonably satisfactory to the Administrative Agent to transfer funds to the Administrative Agent for application to the Obligations on a daily basis, or on such other basis as the Administrative Agent agrees, and blocked accounts for the US Credit Parties over which the US Agent has control (within the meaning of the UCC), (c) lockboxes and full cash dominion and control in favor of the US Agent pursuant to the US Security Documentsand (d) upon five (5) Business Days notice to the Borrowers arrangements reasonably satisfactory to the Administrative Agent implementing lockboxes and full cash dominion and control in favor of the US Agent, including direction from the Borrowers to the customers to direct all customer remittances to such lockboxes; provided that until such time as (i) Total Excess Availability falls below $25,000,000 or (ii) a Default or Event of Defaults occurs and is continuing, clauses (a),(c) and (d) above shall not be utilized or required and transfer of funds pursuant to clause (b) above shall not occur; and upon such time the Administrative Agent may, within its sole discretion, waive compliance by the Borrowers and its Subsidiaries with one or more of the requirements of (a), (b), (c) or (d) above. Except as may otherwise be agreed by the Administrative Agent and the UK Agent (including, in the case of the UK Borrower, as agreed by the UK Security Trustee pursuant to the terms of the UK Debenture), as applicable, no US Borrower or any of its Subsidiaries shall maintain any bank account (including deposit accounts, disbursement accounts and lockbox accounts) with funds exceeding the Dollar Equivalent of $100,000 per account or $1,000,000 in the aggregate with any person other than the Applicable Security Agent, except as set forth on Schedule 6.27.

          7.30 Changes Relating to the Senior Unsecured Notes or Mezzanine Debt. Neither the Parent Guarantor nor any of its Subsidiaries shall change or otherwise amend the terms of the Senior Unsecured Notes or Mezzanine Debt if the effect of such amendments would be to: (i) increase the interest rate on the Senior Unsecured Notes or Mezzanine Debt or provide for an earlier date on which interest on the Mezzanine Debt may be payable in cash; (ii) change the dates upon which payments of principal or interest are due on the Senior Unsecured Notes or Mezzanine Debt other than to extend such dates; (iii) change any default or event of default other than to delete or make less restrictive any default provision therein, or add any covenant with respect to the Senior Unsecured Notes or Mezzanine Debt; (iv) change the redemption or prepayment provisions of such Senior Unsecured Notes or Mezzanine Debt other than to extend the dates; (v) grant any security or collateral to secure payment of the Senior Unsecured Notes or Mezzanine Debt or add any guarantor of the Senior Unsecured Notes or Mezzanine Debt; or (vi) change or amend any other term if such change or amendment would materially increase the obligations of any US Borrower or any of its Subsidiaries thereunder or confer additional material rights on the

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holder of the Senior Unsecured Notes or Mezzanine Debt in a manner adverse to any US Borrower, any of its Subsidiaries, Agent or Lender.

          7.31 Access Agreements. The Borrowers shall use commercially reasonable efforts to deliver to the Administrative Agent and the UK Security Trustee,

                    (a) in respect of any property situated in the UK: a landlord waiver in the form attached to Schedule 11 of the UK Debenture in relation to leasehold property acquired by any Borrower after the date of this Agreement; and

                    (b) in respect of any property situated in the US, as applicable, a mortgagee waiver (other than in respect of the UK Properties), a landlord waiver or an agent access agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and the UK Security Trustee, as applicable, with respect to (i) all owned Real Estate subject to any mortgage, (ii) all Real Estate leased by any Credit Party, and (iii) all Real Estate on which Collateral is located which such Real Estate is owned or leased by any Agency of any Credit Party, provided, however, that in respect of US Real Estate no such mortgagee waiver, landlord waiver or agent access agreement shall be required (X) for (I) any Real Estate subject to a mortgage, (II) any Real Estate leased by the US Credit Parties or Ravenstock or (III) any Real Estate on which the Collateral is located which such Real Estate is owned or leased by any Agency of any Credit Party, in either case at which the Collateral stored during the last 12 months on any such Real Estate has a net book value less than $250,000, or (Y) if the lease payments, with respect to Real Estate leased by any US Credit Party, do not exceed $25,000 on an annual basis.

          7.32 Additional Credit Parties; Additional Collateral.

                    (a) The US Borrowers may designate additional US Subsidiaries to be US Credit Parties under the US Credit Agreement, and Ravenstock may designate additional Foreign Subsidiaries organized under the laws of the United Kingdom, Canada or any other jurisdiction located in the European Union reasonably acceptable to the Administrative Agent in its sole discretion and with any additional reserves determined by the Administrative Agent in its reasonable discretion, to be additional UK Credit Parties under the UK Credit Agreement, and thereby include the assets of such Subsidiaries in calculation of the Applicable Borrowing Base, subject to all the terms thereof. Such designation shall only become effective at such time as (i) the designated Subsidiary shall have executed and delivered to the Administrative Agent, a Joinder Agreement (as amended to be valid and binding under the laws of England and Wales in the case of an additional UK Credit Party) and shall have granted to the Applicable Security Agent first priority and fully perfected Liens (subject to the qualifications set forth in Section 6.2 hereof) on its assets, (ii) the Applicable Security Agent shall have received a first priority pledge of or charge (subject to Permitted Liens and Section 6.2 hereof) over the Capital Stock of such Subsidiary and (iii) the Administrative Agent shall have received such opinions of counsel, corporate documents and other documents and instruments as the Administrative Agent or the Applicable Security Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent and the Applicable Security Agent. With respect to any property (other than property described in the first parenthetical in Section 6.2) acquired after the Closing Date by any US Borrower or any of its Subsidiaries (other than any property subject to a Lien expressly permitted by Section 7.18 or any property of a Non-Guarantor Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien (subject to the qualifications set forth in Section 6.2), promptly (A) execute and deliver to the Applicable Administrative Agent such amendments to the US Security Documents or UK Security Documents, as applicable, or such other documents as the Applicable Administrative Agent deems reasonably necessary or advisable to grant to the Applicable Administrative Agent, for the benefit of the Lenders, a security interest in such property and (B) take all actions reasonably necessary or advisable to grant to the Applicable Administrative Agent, for the benefit of the

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Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements or other filings as appropriate in such jurisdictions as may be required by the US Security Documents or UK Security Documents, as applicable, or by law or as may be reasonably requested by the Applicable Administrative Agent.

                    (b) [Intentionally deleted].

                    (c) If after the Closing Date either any Non-Guarantor Subsidiary or Mobile Storage Group (Texas), L.P. acquires assets with a fair market value of $250,000 or more, or any US Borrower or any of its Subsidiaries forms or acquires a Subsidiary (including, in a Permitted Acquisition, including any merger, amalgamation or consolidation in connection therewith) which has assets with a fair market value of $250,000 or more, then the Borrowers shall promptly (and in any event within 5 Applicable Business Days) cause such Subsidiary to become a Subsidiary Guarantor by executing and delivering to the Applicable Administrative Agent and the UK Agent, as applicable, a Guaranty or a supplement or joinder to a Subsidiary Guaranty to guarantee the Obligations of the Borrowers (in the case of a US Subsidiary) or the UK Borrower (in the case of a Foreign Subsidiary), and grant to the Applicable Security Agent, as applicable, first priority and fully perfected Liens (subject to Permitted Liens and to Section 6.2 hereof) on its assets and the Capital Stock of such Subsidiary (limited in the case of Capital Stock of a Foreign Subsidiary to the extent set forth in the Pledge Agreement) to secure its Obligations, with the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant party, such opinions of counsel (including such opinions of counsel as may be requested in connection with Mobile Storage Group (Texas), L.P. acquiring assets with a fair market value in excess of $250,000), corporate documents and other documents and instruments as the Applicable Security Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Applicable Security Agent. If the additional Subsidiary was acquired or created in connection with any acquisition and the aggregate purchase price in connection with such an acquisition is in excess of $15,000,000 (or if the Rental Fleet Assets owned by such Subsidiary that may be included in any calculation of the US Borrowing Base or the UK Borrowing Base have a value in excess of $15,000,000), the Responsible Agent shall have received from the Appraiser a “desktop appraisal” of such Rental Fleet Assets acquired by the applicable Credit Parties or owned by such Person acquired by the applicable Credit Parties which shall be reasonably satisfactory in scope, form and substance to the Responsible Agent. Notwithstanding the foregoing, Liens on any assets constituting Real Estate shall be subject to the provisions of Section 7.33.

          7.33 Mortgages. (a) From and after the Closing Date, if a Borrower or any of its Subsidiaries acquires any additional owned Real Estate (in the case of US Owned Real Estate which, in the good faith determination of the Administrative Agent has a value in excess of $500,000), then the Applicable Borrower shall, or shall cause its Subsidiary to, (x) notify the Administrative Agent of such acquisition within five (5) days thereof, (y) upon the request of the Administrative Agent, execute and deliver to the Administrative Agent within thirty (30) days after such request a Mortgage encumbering such Real Estate and/or, at the sole election of the Administrative Agent, provide to the Administrative Agent (a) evidence that such Mortgage has been duly recorded and creates a valid and enforceable first priority Lien, subject only to Permitted Liens, (b) (in the case of US Real Estate) an ALTA policy of title insurance in amounts, in form, with endorsements and from an insurer reasonably satisfactory to the Applicable Security Agent or (in the case of UK Properties) a report on title from the UK Borrower’s Counsel in form and content reasonably satisfactory to the UK Security Trustee and no more onerous than the UK Properties Report on Title, (c) evidence reasonably satisfactory to the Applicable Security Agent that such Real Estate is not subject to material Environmental Claims, (d) if required by the Administrative Agent, legal opinions in form and substance and from counsel reasonably satisfactory to the Administrative Agent and (z) if such Real Estate is subject to any mortgage or other security, the Borrowers shall use commercially reasonable efforts to deliver to the Administrative Agent and the UK Security Trustee, as applicable, a mortgagee

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waiver (other than in respect of the UK Properties), and as the case may require, a heritable creditor consent in form and substance reasonably satisfactory to the Administrative Agent and the UK Agent.

                    (b) Without prejudice to the generality of the above, in respect of future acquired UK Property, the UK Borrower shall instruct a reasonably suitably qualified environmental engineer to prepare a Phase I environmental report which will be addressed to the UK Agent and the UK Borrower and will take such action (if any) with respect to the future acquired UK Property as was required with respect to the UK Properties owned as at the Closing Date pursuant to Section 7.7(a); provided, that in relation to leasehold UK Property with a term of less than 7 years and where there is a full and sufficient indemnity from the landlord or seller for the benefit of the UK Borrower and their respective charges in respect of any Environmental Claims arising from historic contamination, the obligation to obtain such a Phase I environmental report shall not apply.

          7.34 Preferred Stock. No US Borrower shall, nor shall it permit any of its Subsidiaries to, issue any Preferred Stock having a right of payment of any dividend or other Distribution (except for non-cash payments, dividends, or distributions in kind) or a right of mandatory redemption or redemption at the option of the holder, in either case, prior to six (6) months following satisfaction in full in cash of all Obligations (other than indemnities and other contingent Obligations not then due).

          7.35 [Intentionally deleted].

          7.36 Center of Main Interest. The UK Borrower shall maintain its center of main interest for purposes of Recital 13 of EC Regulation No. 1346/2000 on Insolvency Proceedings within the United Kingdom.

ARTICLE 8.
CONDITIONS OF LENDING

          8.1 Conditions Precedent to the Effectiveness of this Agreement and the Making of Loans on the Closing Date. The effectiveness of this Agreement and the obligation of the UK Lenders to make Revolving Loans on the Closing Date, and the obligation of the UK Agent to cause the Letter of Credit Issuer to issue or continue any Letter of Credit on the Closing Date are subject to the following conditions precedent having been satisfied or waived in a manner satisfactory to each UK Agent and each UK Lender:

                    (a) This Agreement and the other Loan Documents, including, for the avoidance of doubt, the UK Loan Documents shall have been executed by each party thereto and each Credit Party shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by such Credit Party before or on such Closing Date.

                    (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement, the Fee Letter or the UK Credit Agreement) and calculated as if all its obligations were current (consistent with past practice), Total Excess Availability shall be at least the Dollar Equivalent of $35,000,000.

                    (c) All representations and warranties made on the Closing Date by any Credit Party contained herein or in the other Loan Documents shall be true and correct as of the Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date); provided, that with respect to the Borrowings hereunder on the Closing Date, (x) any breach of any such representations and

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warranties shall not constitute a failure to satisfy the condition set forth is this Section 8.1(c) unless (A) such breach also constitutes a breach of a representation or warranty in the Acquisition Agreement material to the interests of the Lenders and that would result in the Parent Guarantor or Acquisition Sub having a right to terminate its obligations thereunder or (B) such breach is a breach of the representations and warranties set forth in Sections 6.1, 6.2, 6.3, 6.21, 6.22 and 6.33 and (y) any Default or Event of Default resulting from any breach of any representation or warranty made by any Credit Party pursuant to any Loan Document, other than (X) to the extent such breach also constitutes a breach of a representation and warranty in the Acquisition Agreement that would result in the Parent Guarantor or its Affiliates having a right to terminate its obligations thereunder or (Y) any breach of the representations and warranties set forth in Sections 6.1, 6.2, 6.3, 6.21, 6.22 and 6.33, shall in each case not constitute a Default or Event of Default for purposes of this Section 8.1(c).

                    (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date (subject to clause (c) above).

                    (e) The Agents and the Lenders shall have received such opinions of counsel for the Credit Parties as the Agents or any Lender shall reasonably request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agents, the Lenders, and their respective counsel.

                    (f) The Administrative Agent and the UK Agent shall have received:

          (i) acknowledgment copies, verification statements, or certified copies of proper financing statements or similar filings, duly filed on or before the Closing Date (except in the case of filings in the United Kingdom, which shall be duly filed within 21 days after the Closing Date) under the UCC of all applicable jurisdictions or the Companies Act that the Administrative Agent or the UK Agent may deem necessary or reasonably desirable in order to perfect and/or continue the Agents’ Liens;

          (ii) duly executed UCC-3 Termination Statements, financing change statements, voluntary discharges and such other instruments, in form and substance reasonably satisfactory to the Administrative Agent or the UK Agent, as applicable, as shall be necessary to terminate and satisfy all Liens on the property of the Borrowers and their respective Subsidiaries except for Permitted Liens; and

          (iii) (A) all certificates, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, evidencing the Capital Stock and Instruments required to be pledged pursuant to the Loan Documents and (B) each promissory note (if any) pledged to the Administrative Agent pursuant to the US Security Documents or UK Security Documents, as applicable, endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

                    (g) The Borrowers shall have paid all fees then payable to the Agents and the Lenders, all reasonable expenses of the Agents and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced and due.

                    (h) The Agents shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agents, of all insurance coverage as required by the Credit Agreements.

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                    (i) The Administrative Agent and the UK Agent shall have had an opportunity, if it so chooses, to examine the books of account and other records and files of the Credit Parties and to make copies thereof, and to conduct a pre-closing audit which shall include verification and status of Inventory, Accounts, the US Borrowing Base and the UK Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Administrative Agent, the UK Agent and the Lenders in all respects.

                    (j) The Credit Parties shall have established a cash management system reasonably acceptable to the Administrative Agent and UK Agent and the Applicable Security Agents, as required pursuant to Section 7.29 hereof.

                    (k) The Lenders shall be reasonably satisfied that each Borrower and its Subsidiaries, taken as a whole, are Solvent and shall have received a certificate from each Borrower in form and substance reasonably satisfactory to the Administrative Agent and the UK Agent confirming the same.

                    (l) No Closing Date MAE shall have occurred since December 31, 2005.

                    (m) There shall exist no action, suit, investigation, litigation, or proceeding pending or threatened in any court or before any Governmental Authority that in the Administrative Agent’s and UK Agent’s judgment (a) could reasonably be expected to have a Material Adverse Effect or which could impair Borrowers’ ability to perform satisfactorily under the Total US Facility or the Total UK Facility, or (b) could reasonably be expected to materially and adversely affect the Total US Facility or the Total UK Facility or the transactions contemplated thereby.

                    (n) All proceedings taken in connection with the execution of this Agreement, all other Loan Documents and all documents and papers relating thereto shall be reasonably satisfactory in form, scope, and substance to the Administrative Agent and UK Agent and the Lenders.

                    (o) On the Closing Date, (i) the Borrowers shall have repaid in full, immediately upon receipt of the Loans to be funded on the Closing Date, all amounts due pursuant to the Existing Indebtedness and (ii) the Administrative Agent shall have received reasonably satisfactory evidence that reasonably satisfactory arrangements have been made for the termination of all Liens and the release or discharge of all guarantee obligations in connection therewith including deeds of release and DS1s executed by Bank of America in respect of the UK Properties.

                    (p) Without limiting the generality of the items described above, the Borrowers and each Person guarantying or securing payment of the Obligations shall have delivered or caused to be delivered to the Administrative Agent and UK Agent (in form and substance reasonably satisfactory to the Administrative Agent and UK Agent), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items either provided for in this Agreement or as set forth on the “Closing Checklist” delivered by the Administrative Agent and UK Agent to the Borrowers at least two (2) US Business Days prior to the Closing Date or as otherwise reasonably requested by Administrative Agent and UK Agent, as applicable.

                    (q) The UK Properties Report on Titles addressed to the UK Agent shall be delivered to the UK Agent.

                    (r) An undertaking from the UK Borrower’s Counsel addressed to the UK Agent dealing with (amongst other things) the registration of the security created by the UK Debenture over the UK Properties and any other related security at the Land Registry and the delivery of Land Registry forms AP1, RX1 and CH2 duly completed by the UK Borrower together with a cheque for all fees for

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registering the Debenture and all title deeds in respect of the UK Properties necessary to effect registration.

                    (s) Results of Land Registry searches in favour of the UK Agent in the appropriate form against all of the registered titles comprising the UK Properties that fixed charges are taken over giving not less than 11 Business Days priority beyond the original date of the Debenture.

                    (t) Each Credit Party shall have obtained all governmental and third party consents and approvals, if any, as may be necessary or appropriate in connection with the Loan Documents and the transactions contemplated thereby.

                    (u) The Administrative Agent shall have received a duly executed original of a Notice of Borrowing, dated the Closing Date, with respect to each of the US Revolving Loans requested by the US Borrower Representative and the UK Revolving Loans requested by the UK Borrower on the Closing Date which US Revolving Loans and UK Revolving Loans shall be utilized to repay the Existing Indebtedness in full on the Closing Date.

                    (v) The Administrative Agent shall have received (i) pro forma consolidated balance sheet and related statement of income of Mobile Services and its Subsidiaries as of the date of the most recent consolidated balance sheet delivered pursuant to clause (ii) of this paragraph and (ii) unaudited interim consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Mobile Services and its Subsidiaries for each fiscal quarter ended after March 31, 2006 as to which such financial statements are available, the most recent of which interim financial statements shall include supporting schedules and data reasonably satisfactory to the Administrative Agent that demonstrate that the Consolidated Total Debt to Pro Forma EBITDA Ratio for the immediately preceding four fiscal quarter period ended on the date of such financial statements was not greater than 6.0:1.

                    (w) (i) Parent Guarantor shall have made a cash equity contribution (including proceeds of the issuance of the Mezzanine Notes) to Intermediary, and Intermediary shall have made a cash equity contribution to Mobile Services in an aggregate amount that constitutes not less than 30% of Mobile Services’ pro forma consolidated capitalization; (ii) the Acquisition shall be consummated in all material respects in accordance with the terms of the Acquisition Agreement without any waiver, modification or amendment that is materially adverse to the Lenders, unless consented to by the Administrative Agent and all material requirements of law; and (ii) the Refinancing shall be consummated.

                    (x) Parent Guarantor shall have received at least $90,000,000 in gross cash proceeds from the issuance of the Mezzanine Notes, and such proceeds shall have been contributed first to Intermediary, and then to Mobile Services.

                    (y) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, but not limited to, the USA Patriot Act.

                    (z) Mobile Services and MSG as co-issuers thereof, shall have received at least $200,000,000 in gross cash proceeds from the issuance of the Senior Unsecured Notes.

                    (aa) The Administrative Agent shall have received the results of a recent lien search conducted in such jurisdiction agreed upon with counsel to the Lenders, and such search shall reveal no liens on any of the assets of the Credit Parties except for liens permitted by Section 7.18 or discharged on

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or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Administrative Agent or otherwise consented to by it in writing.

                    (bb) The Administrative Agent shall have received (i) a certificate of each Credit Party, dated the Closing Date, substantially in the form of Exhibit A, with appropriate insertions and attachments, including the certificate of incorporation of each Credit Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Credit Party, and (ii) a long form good standing certificate for each Credit Party from its jurisdiction of organization.

                    (cc) (i) The Administrative Agent shall have received within thirty (30) days of the Closing Date a Mortgage with respect to all owned Real Estate listed on Schedule 8.1 (“Mortgaged Property”), executed and delivered by a duly authorized officer of each party thereto.

                    (ii) The Administrative Agent shall have received in respect of any Mortgaged Property within 30 days of the Closing Date, a mortgagee’s title insurance policy (or policies) in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all mortgage recording tax, and all related expenses, if any, have been paid.

                    (iii) If any improvements located on any Mortgaged Property are located in a “special flood hazard area”, the Administrative Agent shall have received within 90 days of the Closing Date (A) a policy of flood insurance with respect to such Mortgaged Property, if applicable, that (1) is written in an amount not less than the outstanding principal amount of the indebtedness secured by the applicable Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (2) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the US Borrowers have received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board.

                    (dd) The UK Agent shall have received within 45 days of the Closing Date, deposit account control agreements in a form reasonably satisfactory to the UK Agent in respect of any and all Deposit Accounts for the UK Borrower, executed and delivered by a duly authorized officer of each party thereto.

                    The acceptance by the UK Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the UK Borrower to the effect that all of the conditions precedent to the making of such UK Revolving Loans or the issuance of such Letters of Credit have been satisfied or waived, with the same effect as delivery to the Administrative Agent and the UK Lenders of a certificate signed by a Responsible Officer of the UK Borrower, dated the Closing Date, to such effect.

                    Execution and delivery to the Administrative Agent by a UK Lender of a counterpart of this Agreement shall be deemed confirmation by such UK Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender and (ii) all documents sent to such UK Lender for approval consent (including any schedules hereto), or satisfaction were acceptable to such UK Lender.

                    The failure to deliver any guarantee or Collateral required to be provided on the Closing Date shall not constitute a failure to satisfy a condition precedent to the obligations of the Lenders to make any Loans pursuant to this Agreement (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or the delivery of stock certificates and the

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security agreement giving rise to the security interest therein) so long as the Borrowers used commercially reasonable efforts to deliver such guarantee or Collateral prior to the Closing Date; provided that the Borrowers shall be required to deliver any guarantees or Collateral after the Closing Date pursuant to arrangements to be mutually agreed by the Agents and the Borrowers.

          8.2 Conditions Precedent to Each Loan. The obligations of the UK Lenders to make each Loan, including any UK Revolving Loans, as applicable on the Closing Date, and the obligation of the UK Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit:

                    (a) The following statements shall be true, and the acceptance by a UK Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Administrative Agent and the Lenders of a certificate signed by a Responsible Officer of the UK Borrower, dated the date of such extension of credit, stating that:

          (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date (which shall have been true and correct in all material respects as of such date) and except to the extent the UK Agent and the UK Lenders have been notified in writing by the UK Borrower that any representation or warranty is not correct and the UK Required Lenders have explicitly waived in writing compliance with such representation or warranty; and

          (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and

          (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect.

                    (b) No such UK Borrowing shall exceed UK Availability or cause the Aggregate Outstandings to exceed Total Excess Availability (with Total Excess Availability for this purpose only calculated as if Aggregate Outstandings, US Aggregate Outstandings and UK Aggregate Outstandings were equal to zero) and no payment of Revolving Loans then required under Section 3.1 shall not have been satisfied prior to the making of any such US Borrowing;

provided, however, that each of the foregoing conditions precedent are not conditions to each UK Lender participating in or reimbursing the Administrative Agent for such UK Lenders’ Pro Rata Share of any Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.2(h) or (i).

ARTICLE 9.
DEFAULT; REMEDIES

          9.1 Events of Default. It shall constitute an event of default (“Event of Default”) if any one or more of the following shall occur for any reason:

                    (a) any failure by any Borrower to pay the principal of any of its Loans when due, whether on demand or otherwise, or failure by any Borrower to pay any interest on any of its Loans or any fees due to any Agent or Lender pursuant to the Agreement or the Fee Letter under either Credit Agreement or under any other Loan Document when due, whether upon demand or otherwise, and if such

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amount is not paid by a charge to the Loan Account of the Applicable Borrowers, such failure (with respect to any Obligation described in this Section 9.1(a) other than the payment of principal) is not cured by the payment in full within two (2) Applicable Business Days from the due date;

                    (b) any representation or warranty made or deemed made by any Credit Party in either Credit Agreement or in any of the other Loan Documents, any Financial Statement, or any certificate furnished by any Credit Party at any time to any Agent or any Lender shall prove to be untrue in any material respect as of the date on which made, deemed made, or furnished;

                    (c) (i) any default shall occur in the observance or performance of any of the covenants and agreements contained in Sections 5.2(k), 5.3(a), 7.2, 7.5, 7.8 through 7.15, inclusive, 7.17 through 7.19, inclusive and 7.21 through 7.36, inclusive, of the US Credit Agreement and the UK Credit Agreement, Section 11 of the Security Agreement or Section 5 of the UK Debenture, (ii) any default shall occur in the observance or performance of any of the covenants and agreements contained in Sections 5.2 (other than 5.2(k)) or 5.3 (other than 5.3(a)) of the US Credit Agreement or the UK Credit Agreement and such default shall continue for three (3) days or more; or (iii) any default shall occur in the observance or performance of any of the other covenants or agreements contained in any other Section of either Credit Agreement or any other Loan Document, or any other agreement entered into at any time to which any Credit Party and any Agent or any Lender are party (including in respect of any Bank Products) and such default shall continue for fifteen (15) days or more;

                    (d) any default shall occur with respect to any Debt (other than the Obligations) of any Credit Party or any of its Subsidiaries in an outstanding principal amount which exceeds the Dollar Equivalent of $7,500,000, or under any agreement or instrument under or pursuant to which any such Debt may have been issued, created, assumed, or guaranteed by any Credit Party or any of its Subsidiaries, and such default shall continue for more than the period of grace, if any, therein specified, if the effect thereof (with or without the giving of notice or further lapse of time or both) is to accelerate, or to permit the holders of any such Debt to accelerate, the maturity of any such Debt; or any such Debt shall be declared due and payable or be required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof;

                    (e) any Credit Party or any of its Subsidiaries shall (i) file a voluntary petition in bankruptcy or file a voluntary petition or application or an answer or otherwise commence any action or proceeding seeking reorganization, arrangement, consolidation, compromise or readjustment of its debts generally or seeking a stay which has the effect of staying any creditor or for any other relief under the federal Bankruptcy Code, or under any other bankruptcy, insolvency, liquidation, winding-up, or similar, equivalent, or applicable act or law, state, federal, provincial or foreign, in any jurisdiction, now or hereafter existing, or consent to, approve of, or acquiesce in, any such petition, action or proceeding; (ii) apply for or acquiesce in the appointment of an interim receiver, a receiver, a receiver and manager, assignee, liquidator, sequestrator, custodian, monitor, administrator, trustee or similar officer for it or for all or any part of its property; (iii) make an assignment for the benefit of creditors; or (iv) be unable generally to pay its debts as they become due;

                    (f) an involuntary petition shall be filed or application made or an action or proceeding otherwise commenced seeking reorganization, arrangement, consolidation, compromise, or readjustment generally of the debts of any Credit Party or any of its Subsidiaries or for any other relief under the federal Bankruptcy Code, as amended, or under any other bankruptcy, insolvency, liquidation, winding-up, or similar, equivalent, or applicable act or law, state, federal, provincial or foreign, in any jurisdiction, now or hereafter existing and such petition or proceeding shall not be dismissed within sixty (60) days after the filing or commencement thereof or an order of relief shall be entered with respect thereto;

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                    (g) an interim receiver, administrator, administrative receiver, receiver, assignee, liquidator, sequestrator, custodian, monitor, trustee or similar officer for any Credit Party or any of its Subsidiaries or for all or any part of its property shall be appointed or a warrant of attachment, execution or similar process shall be issued in any jurisdiction against any part of the property of any Credit Party or any of their respective Subsidiaries;

                    (h) any Credit Party shall file a certificate of dissolution or like process under applicable state, federal, provincial or foreign, law or shall be liquidated, dissolved or wound-up or shall commence or have commenced against it any action or proceeding for dissolution, winding-up or liquidation, or shall take any corporate action in furtherance thereof except for the dissolution of any Non-Guarantor Subsidiary or as otherwise permitted by this Agreement;

                    (i) all or any material part of the property of any Credit Party or any of its Subsidiaries shall be nationalized, expropriated or condemned, seized or otherwise appropriated, or custody or control of such property or of any Credit Party or such Subsidiary shall be assumed by any Governmental Authority or any court of competent jurisdiction at the instance of any Governmental Authority, except where contested in good faith by proper proceedings diligently pursued where a stay of enforcement is in effect;

                    (j) any Loan Document shall be terminated, revoked or declared void or invalid or unenforceable by a court of competent jurisdiction or the enforceability thereof is challenged by any Credit Party or any of its Subsidiaries or any other obligor;

                    (k) one or more judgments, orders, decrees or arbitration awards is entered against any Credit Party or any of its respective Subsidiaries involving, in the aggregate, liability (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) as to any single or related or unrelated series of transactions, incidents or conditions, of the Dollar Equivalent of $7,500,000 or more, and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of thirty (30) days after the entry thereof;

                    (l) any loss, theft, damage or destruction of any item or items of Collateral or other property of any Credit Party or any of its Subsidiaries occurs which could reasonably be expected to cause a Material Adverse Effect and is not adequately covered by insurance;

                    (m) the occurrence of any of the following events in respect of any Credit Party incorporated under the laws of Luxembourg :

                              (1) insolvency proceedings (faillite) within the meaning of Articles 437 ff. of the Luxembourg Commercial Code or any other insolvency proceedings pursuant to the Council Regulation (EC) N° 1346/2000 of 29 May 2000 on insolvency proceedings;

                              (2) controlled management (gestion contrôlée) within the meaning of the grand ducal regulation of 24 May 1935 on controlled management;

                              (3) voluntary arrangement with creditors (concordat préventif de faillite) within the meaning of the law of 14 April 1886 on arrangements to prevent insolvency, as amended;

                              (4) suspension of payments (sursis de paiement) within the meaning of Articles 593 ff. of the Luxembourg Commercial Code;

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                              (5) voluntary or compulsory winding-up pursuant to the law of 10 August 1915 on commercial companies, as amended; and

                              (6) the appointment of an ad hoc director (administrateur provisoire) by a court in respect of a Credit Party incorporated under the laws of Luxembourg or a substantial part of its assets.

                    (n) for any reason other than the failure of the Applicable Security Agent to take any action available to it to maintain perfection of the Applicable Agents’ Liens pursuant to the Loan Documents, any Loan Document ceases to be in full force and effect or any Lien with respect to any material portion of the Collateral intended to be secured thereby ceases to be, or is not, valid, perfected (subject to the qualifications set forth in Section 6.2) and prior to all other Liens (other than Permitted Liens) or is terminated, revoked or declared void by a court of competent jurisdiction;

                    (o) an ERISA Event shall occur with respect to a Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Credit Party under Title IV of ERISA to the Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Dollar Equivalent of $1,000,000; (ii) the aggregate amount of Unfunded Pension Liability among all Pension Plans at any time exceeds the Dollar Equivalent of $1,000,000; or (iii) any Borrower or any of its ERISA Affiliates shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Dollar Equivalent of $1,000,000;

                    (p) there occurs a Change in Control;

                    (q) [Intentionally deleted];

                    (r) (i) any UK Credit Party is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; (ii) the value of the assets of any UK Credit Party is less than its liabilities (taking into account contingent and prospective liabilities); or (iii) a moratorium is declared in respect of any indebtedness of any UK Credit Party;

                    (s) any corporate action, legal proceedings, application, petition or other procedure or step is taken in relation to: (i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise and including, under or in connection with Chapter 11 of the United States Bankruptcy Code) of any UK Credit Party; (ii) a composition, assignment or arrangement with any creditor of any UK Credit Party; (iii) the appointment of a liquidator, receiver, examiner, administrator, administrative receiver, compulsory manager or other similar officer in respect of any UK Credit Party or any of its assets; or (iv) enforcement of any lien over any assets of any UK Credit Party, (v) or any analogous procedure or step is taken in any jurisdiction; or

                    (t) there exists any Event of Default under or in connection with the US Credit Agreement.

          9.2 Remedies.

                    (a) (i) Subject to clauses (ii) and (iii) below, if a Default or an Event of Default exists: (A) the Administrative Agent under the US Credit Agreement and the UK Agent under the UK

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Credit Agreement may, in their collective discretion, and shall, at the direction of the Required Lenders, without demand, but with written notice, on the Borrowers or any other Credit Party reduce the Maximum Amount; (B) the Administrative Agent, in its capacity as Administrative Agent under the US Credit Agreement, may, in its discretion, and shall, at the direction of the US Required Lenders (I) reduce the Maximum US Amount and/or the advance rates against Eligible Accounts and/or Eligible Rental Fleet Assets and/or Eligible Machinery and Equipment and/or Eligible Sales Inventory used in computing the US Borrowing Base or reduce one or more of the other elements used in computing the US Borrowing Base; (II) restrict the amount of or refuse to make US Revolving Loans to one or more of the US Borrowers; and (III) restrict or refuse to provide Letters of Credit or Credit Support to one or more of the US Borrowers; or (C) the UK Agent, in its capacity as UK Agent under the UK Credit Agreement, may, in its discretion, and shall, at the direction of the UK Required Lenders (I) reduce the Maximum UK Amount and/or the advance rates against Eligible Accounts and/or Eligible Rental Fleet Assets and/or Eligible Machinery and Equipment and/or Eligible Sales Inventory used in computing the UK Borrowing Base or reduce one or more of the other elements used in computing the UK Borrowing Base; (II) restrict the amount of or refuse to make UK Revolving Loans to the UK Borrower; and (III) restrict or refuse to provide Letters of Credit or Credit Support to the UK Borrower.

          (ii) If an Event of Default exists, the Administrative Agent, in its capacity as Administrative Agent under the US Credit Agreement, may, in its discretion, and shall, at the direction of the US Required Lenders, do one or more of the following, in addition to the actions described in the preceding sentence, at any time or times and in any order, without demand, but with written notice, on the US Borrowers or any other Credit Party: (A) terminate the US Commitments with respect to the Total US Facility and the US Credit Agreement; (B) declare any or all US Obligations of the US Borrowers to be immediately due and payable; provided, however, that upon the occurrence of any Event of Default described in Sections 9.1(e), 9.1(f), 9.1(g) or 9.1(h) of the US Credit Agreement with respect to any US Borrower, the US Commitments shall automatically and immediately expire and all US Obligations shall automatically become immediately due and payable without notice or demand of any kind; (C) require the US Borrowers to cash collateralize all US Letter of Credit Obligations outstanding under the US Credit Agreement; and (D) pursue its other rights and remedies under the US Loan Documents and applicable law.

          (iii) If an Event of Default exists, the UK Agent, in its capacity as UK Agent under the UK Credit Agreement, may, in its discretion, and shall, at the direction of the UK Required Lenders, do one or more of the following, in addition to the actions described in the preceding sentence, at any time or times and in any order, without demand, but with written notice, on the UK Borrower or any other Credit Party: (A) terminate the UK Commitments with respect to the Total UK Facility, and Agreement; (B) declare any or all UK Obligations of the UK Borrower to be immediately due and payable; (C) require the UK Borrower to cash collateralize all Letter of Credit Obligations outstanding under the UK Credit Agreement; and (D) pursue its other rights and remedies under the UK Loan Documents and applicable law.

                    (b) If an Event of Default has occurred and is continuing and without prejudice to all or any rights it may otherwise have under the applicable laws of any jurisdiction or under the terms of any other Loan Document: (i) the UK Security Trustee for the benefit of the UK Agents and the UK Lenders, in addition to all other rights of the UK Agents and the UK Lenders, the rights and remedies of a secured party under the UK Loan Documents, and the Companies Act; (ii) the UK Agent may, at any time, take possession of any or all of the UK Collateral and keep it on the applicable UK Credit Party’s premises, at no cost to the UK Agent, any UK Agent or any UK Lender, or remove any part of it to such other place or

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places as the UK Agent may desire; and (iii) the UK Agent may sell and deliver any UK Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the UK Agent deems advisable, in its sole discretion, and may, if the UK Agent deems it reasonable, postpone or adjourn any sale of the UK Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Without in any way requiring notice to be given in the following manner, the UK Borrower agrees that any notice by the UK Agent of sale, disposition or other intended action hereunder or in connection herewith, whether required by applicable laws or otherwise, shall constitute reasonable notice to the US Borrowers if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least five UK Business Days prior to such action to the UK Borrower’s address specified in or pursuant to Section 13.7 of the UK Credit Agreement. If any UK Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given against the UK Obligations until the UK Agent or the UK Lenders receive payment, and if the buyer defaults in payment, the UK Agent may resell the UK Collateral without further notice to the Borrowers. In the event the UK Agent seeks to take possession of all or any portion of the UK Collateral by judicial process, the UK Borrower irrevocably waives: (A) the posting of any bond, surety or security with respect thereto which might otherwise be required; (B) any demand for possession prior to the commencement of any suit or action to recover the Collateral; and (C) any requirement that the UK Security Trustee retain possession and not dispose of any UK Collateral until after trial or final judgment. The UK Borrower agrees that the UK Security Trustee has no obligation to preserve rights to the UK Collateral or marshal any UK Collateral for the benefit of any Person. The UK Agent is hereby granted a license or other right to use, effective upon the occurrence and during the continuation of an Event of Default, without charge, the UK Borrower’s labels, patents, copyrights, name, industrial designs, trade secrets, trade names, trademarks, and advertising matter, or any similar property, in completing production of, advertising or selling any UK Collateral, and such UK Borrower’s rights under all licenses and all franchise agreements shall inure to the UK Security Trustee’s benefit for such purpose; provided, however, that no such license shall be deemed granted to the extent it (i) violates the terms of any agreement between the UK Borrower and any other Person or (ii) would result in the invalidity, unenforceability or abandonment of any Proprietary Rights. The proceeds of sale of the UK Collateral of any UK Obligor shall be applied first to all expenses of sale, including attorneys’ fees, and then to the Obligations of such UK Obligor. The UK Security Trustee will return any excess to the UK Borrower and the UK Credit Parties shall remain liable for any deficiency.

                    (c) If an Event of Default occurs, the UK Borrower hereby waives all rights to notice and hearing prior to the exercise by the UK Security Trustee of the UK Security Trustee’s rights to repossess the Collateral without judicial process or to reply, attach or levy upon the UK Collateral without notice or hearing.

ARTICLE 10.
TERM AND TERMINATION

          10.1 Term and Termination. The term of this Agreement shall end on the Stated Termination Date unless sooner terminated in accordance with the terms hereof. The UK Agent upon direction from the UK Required Lenders may terminate the UK Commitments under this Agreement by written notice to the UK Borrower upon the occurrence and during the continuance of an Event of Default. Upon the effective date of termination of this Agreement for any reason whatsoever, all UK Obligations (including all unpaid principal, accrued and unpaid interest and any early termination or prepayment fees or penalties) shall become immediately due and payable and the Applicable Borrower shall immediately arrange for the cancellation and return of Letters of Credit then outstanding. Notwithstanding the termination of this Agreement, until all Obligations (other than indemnities and other contingent Obligations not then due and payable) are paid and performed in full in cash, the UK Borrower shall remain bound by the terms of this Agreement and shall not be relieved of any of its Obligations hereunder

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or under any other Loan Document, and the Agents and the Lenders shall retain all their rights and remedies hereunder (including the Agents’ Liens in and all rights and remedies with respect to all then existing and after-arising Collateral).

ARTICLE 11.
AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS

          11.1 Amendments and Waivers.

                    (a) Except as set forth in Section 1.7(b) hereof, no amendment or waiver of any provision of this Agreement or any other Loan Document, including the US Credit Agreement and the US Loan Documents, and no consent with respect to any departure by the Credit Parties therefrom shall be effective unless the same shall be consented to in writing by the Required Lenders and executed by the Applicable Required Lenders (or by the Responsible Agent at the written request of the Applicable Required Lenders) and the Applicable Borrowers and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

                    (b) No amendment or waiver of any provision of this Agreement or any other Loan Document, including, the US Credit Agreement and the US Loan Documents shall be effective unless the same shall be consented to in writing by 100% of the Lenders and executed by the Applicable Lenders (or by the Responsible Agent at the written request of the Applicable Lenders and the Applicable Borrowers), if such waiver, amendment or consent shall do any of the following:

          (i) increase or extend the US Commitment or the UK Commitment (other than with respect to Section 1.7 of the US Credit Agreement);

          (ii) postpone or delay any date fixed by this Agreement or any other Loan Document, for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document, including the US Credit Agreement;

          (iii) reduce the principal of, or the rate of interest specified herein on any Loan, or any fees or other amounts payable hereunder or under any other Loan Document, including the US Credit Agreement;

          (iv) change the percentage of the US Commitments, the UK Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Lenders or any of them to take any action hereunder or under any other Loan Document;

          (v) increase any of the percentages set forth in the definition of the US Borrowing Base or the UK Borrowing Base (other than as the result of delivery of new Appraisals);

          (vi) amend this Section 11.1 or any provision of this Agreement or the US Credit Agreement providing for consent or other action by all Lenders;

          (vii) release any Guaranties other than as permitted by Section 12.10;

          (viii) change the definition of “Required Lenders,” “US Required Lenders,” “UK Required Lenders,” or “Pro Rata Share”;

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          (ix) increase the Maximum Amount, the Maximum US Amount, the Maximum UK Amount (other than with respect to Section 1.7 of the US Credit Agreement), the Letter of Credit Subfacility or the Multicurrency Letter of Credit Sublimit;

          (x) release any Collateral other than as permitted by Section 12.10 hereof and Section 12.10 of the US Credit Agreement; or

          (xi) amend Section 3.7.

provided, however, that the Responsible Agent may, in its sole discretion and notwithstanding the limitations contained in clauses (v) and (ix) above and any other terms of this Agreement, make Agent Advances in accordance with Section 1.2(i) hereof or Section 1.2(i) of the US Credit Agreement and, provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Responsible Agent, affect the rights or duties of the Responsible Agent under this Agreement or any other Loan Document; and provided further, that Schedule 1 hereto and Schedule 1 to the US Credit Agreement may be amended from time to time by the Responsible Agent alone to reflect assignments of US Commitments and the UK Commitments or increases or decreases in US Commitments and UK Commitments in accordance herewith and the US Credit Agreement.

(c) [Intentionally deleted].

(d) [Intentionally deleted].

(e) [Intentionally deleted].

(f) [Intentionally deleted].

                    (g) If, in connection with any proposed amendment, waiver or consent (a “Proposed Change”) requiring the consent of all Lenders, the consent of Required Lenders is obtained, but the consent of other UK Lenders is not obtained (any such Lender whose consent is not obtained as described in this clause and being referred to as a “Non-Consenting UK Lender”), then, so long as the UK Agent is not a Non-Consenting UK Lender, at the UK Borrower request, the UK Agent or an Eligible Transferee shall have the right (but not the obligation) with the UK Agent’s approval, to purchase from the Non-Consenting UK Lenders, and the Non-Consenting UK Lenders agree that they shall sell, all the Non-Consenting US Lenders’ US Commitments and UK Commitments and/or US Revolving Loans and UK Revolving Loans (including, for the avoidance of doubt, all of such Non-Consenting US Lender’s UK Commitments and UK Revolving Loans by way of a UK Transfer Agreement) for an amount equal to the principal balances of such Loans and all accrued interest and fees with respect thereto through the date of sale pursuant to the UK Transfer Agreement(s), without premium or discount.

                    Notwithstanding any of the foregoing, no amendment to or waiver of Section 1.7 of this Agreement shall be effective unless the same shall be consented to in writing by 100% of the UK Revolver Participants and the UK Fronting Lender and executed by such parties.

          11.2 Transfers; Participations.

                    (a) Any UK Lender may, with the written consent of the UK Borrower and the UK Agent (which consent, in each case, shall not be unreasonably withheld, it being understood and agreed that UK Borrower shall be allowed to withhold consent if an intended novation would result in increased costs claims pursuant to Article 4 of this Agreement), transfer by novation any of its rights and obligations to

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one or more Eligible Transferees (provided that no consent of the UK Borrower (it being understood and agreed that such novation shall be with the written consent of the UK Borrower if an intended novation would result in increased costs claims pursuant to Article 4 of this Agreement) or the UK Agent shall be required in connection with any novation by a UK Lender to an Affiliate of such Lender) (each a “Transferee”) all, or any ratable part of all, of the UK Revolving Loans, the UK Commitments and the other rights and obligations of such UK Lender hereunder (provided that, unless a transferring UK Lender has novated all of its rights and obligations with respect to all of its Revolving Loans (including its US Revolving Loans and UK Revolving Loans) and/or Aggregate Commitments (including its UK Commitments and US Commitments), no such novation shall be permitted unless, (i) the Aggregate Commitments of such UK Lender (and its Affiliates, if applicable, being novated are at least $1,000,000 and (ii) after giving effect thereto, such transferring UK Lender (and its affiliates, if applicable) retains an Aggregate Commitment in a minimum amount of $5,000,000 and provided further that any such transfer shall effect a novation of a ratable part of such UK Lender’s Aggregate Commitments and other rights and obligations); provided, however, that the UK Borrower and the UK Agent may continue to deal solely and directly with such UK Lender in connection with the interest so to a Transferee until (i) written notice of such transfer, together with payment instructions, addresses and related information with respect to the Transferee, shall have been given to the UK Borrower and the UK Agent by such UK Lender and the Transferee; (ii) such UK Lender and its Transferee shall have delivered to the UK Borrower and the UK Agent a UK Transfer Agreement in the form of Exhibit F (“UK Transfer Agreement”) together with any note or notes subject to such transfer and (iii) the assignor UK Lender or Transferee has paid to the UK Agent a processing fee in the amount of $3,500 and; provided further that no such assignment shall be effective unless and until the transferor UK Lender shall also have assigned or cause to be assigned a pro rata portion of its and its Affiliates’ interest in its US Loans and/or US Commitments under the US Credit Facility pursuant to and in accordance with Section 11.2(a) of the US Credit Facility and delivered to the Administrative Agent an Assignment and Acceptance with respect to such assignment. The UK Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the UK Agent to evidence transfers of the US Loans, the UK Revolving Loans, the US Commitments and the UK Commitments in accordance herewith.

                    (b) From and after the date that the UK Agent notifies the transferor UK Lender that it has received the executed UK Transfer Agreement and the Administrative Agent has received the executed Assignments and Acceptance required hereby and payment of the above-referenced processing fee, and (i) the Transferee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation of a UK Lender to participate in Letters of Credit and Credit Support, have been transferred to it by way of novation to it pursuant to such UK Transfer Agreement, shall have the rights and obligations of a UK Lender under the Loan Documents, and (ii) the transferor UK Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been transferred by it by way of novation pursuant to such UK Transfer Agreement, relinquish its rights and be released from its obligations under this Agreement (and in the case of a UK Transfer Agreement covering all or the remaining portion of a transferor UK Lender’s rights and obligations under this Agreement, such UK Lender shall cease to be a party hereto).

                    (c) By executing and delivering a UK Transfer Agreement, the transferor UK Lender thereunder and the Transferee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such UK Transfer Agreement, such transferor UK Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by the UK Borrower or any of its Subsidiaries to the UK Agent or any UK Lender in the Collateral; (ii) such transferor UK Lender makes no representation or warranty and assumes no responsibility with respect to

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the financial condition of any Credit Party or any of its Subsidiaries or the performance or observance by any Credit Party or any of its Subsidiaries of any of their respective obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Transferee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such UK Transfer Agreement; (iv) such Transferee will, independently and without reliance upon the UK Agent, such transferring UK Lender or any other UK Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Transferee appoints and authorizes the UK Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the UK Agent by the terms hereof, together with such powers, including the discretionary rights and incidental power, as are reasonably incidental thereto; and (vi) such Transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a UK Lender.

                    (d) Immediately upon satisfaction of the requirements of Section 11.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Transferee and the resulting adjustment of the UK Commitments arising therefrom. The UK Commitment, if any, allocated to each Transferee shall reduce such UK Commitments of the transferor UK Lender pro tanto.

                    (e) Any UK Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of the Borrowers (a “Participant”) participating interests in any UK Revolving Loans, the UK Commitment of that Lender and the other interests of that Lender (the “originating UK Lender”) hereunder and under the other UK Loan Documents; provided, however, that (i) the originating UK Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating UK Lender shall remain solely responsible for the performance of such obligations, (iii) the UK Borrower and the UK Agents shall continue to deal solely and directly with the originating UK Lender in connection with the originating UK Lender’s rights and obligations under this Agreement and the other UK Loan Documents, and (iv) no UK Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document except the matters set forth in Section 11.1(b) (i), (ii) and (iii), and all amounts payable by the UK Borrower hereunder shall be determined as if such UK Lender had not sold such participation; provided further that no such sale of a participating interest shall be effective unless and until the originating UK Lender shall also have sold or cause to be sold or cause to be sold a pro rata participating portion of its interest in its and its Affiliates’ US Loans and/or US Commitments under the US Facility pursuant to and in accordance with Section 11.2(e) of the US Credit Agreement. Notwithstanding the foregoing, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a UK Lender under this Agreement.

                    (f) Notwithstanding any of the other provisions of this Agreement, no transfer, novation, assignment or participation by any UK Revolver Participant of any of its UK Revolver Participant Commitment shall be made or permitted without the prior written consent of the UK Fronting Lender.

                    (g) Notwithstanding any of the other provisions of this Agreement, the UK Fronting Lender shall be entitled to transfer, novate, assign or participate the UK Revolver Participant Commitment of any Defaulting Participant without the consent of such Defaulting Participant. Each UK Revolver Participant hereby authorizes the UK Fronting Lender (upon such UK Revolver Participant

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becoming a Defaulting Participant) to execute such documents and instruments on its behalf as may be necessary to transfer, novate, assign or participate such Defaulting Participant’s UK Revolver Participant Commitment.

                    (h) Notwithstanding any other provision in this Agreement, and except to the extent such security interest or pledge would result in increased costs claims pursuant to Article 4 of this Agreement, any UK Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement to its trustee or to a collateral agent or to another creditor providing credit or credit support to such UK Lender in support of its obligations to such trustee, such collateral agent or a holder of, or any other representative of a holder of, such obligations, or such other creditor, as the case may be; provided, that no such pledge shall release the transferor UK Lender from any of its obligations hereunder.

ARTICLE 12.
THE AGENTS

          12.1 Appointment and Authorization. Each UK Lender hereby designates and appoints the Administrative Agent, UK Agent and UK Security Trustee under this Agreement and the other Loan Documents and each UK Lender hereby irrevocably authorizes the UK Agents to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The UK Agents agree to act as such on the express conditions contained in this Article 12. The provisions of this Article 12 are solely for the benefit of the UK Agents and the UK Lenders and the Credit Parties shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the UK Agents shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the UK Agents have or be deemed to have any fiduciary relationship with any UK Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the UK Agents. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any UK Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each UK Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which an Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the UK Borrowing Base, (b) the making of Agent Advances pursuant to Section 1.2(i), and (c) the exercise of remedies pursuant to Section 9.2, and any action so taken or not taken shall be deemed consented to by the Lenders. For the avoidance of doubt, nothing contained in this Agreement constitutes the UK Funding Lender as agent, fiduciary or trustee for the UK Revolver Participants.

          12.2 Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No UK Agent shall be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

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          12.3 Liability of Agent. (a) None of the Agent-Related Persons shall with respect to any of the Lenders and (b) the UK Fronting Lender shall not (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by the UK Borrower or any Subsidiary or Affiliate of the UK Borrower, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by any UK Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of the UK Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any UK Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of such UK Borrower or any of the UK Borrower’s Subsidiaries or Affiliates.

          12.4 Reliance by Each Agent. Each UK Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, or telex, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by such UK Agent. Each UK Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each UK Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or all Lenders if so required by Section 11.1) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the UK Lenders.

          12.5 Notice of Default. No UK Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless such UK Agent shall have received written notice from a Lender or the UK Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” Each UK Agent will notify the UK Lenders of its receipt of any such notice. Each UK Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required UK Lenders; provided, however, that unless and until such UK Agent has received any such request, such UK Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

          12.6 Credit Decision. Each UK Lender acknowledges (including each UK Revolver Participant) that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by any UK Agent hereinafter taken, including any review of the affairs of the UK Borrower and their Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any UK Lender. Each UK Lender (including each UK Revolver Participant) represents to each UK Agent (and each UK Revolver Participant represents to the UK Fronting Lender) that it has, independently and without reliance upon any Agent-Related Person or the UK Fronting Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the UK Borrower and its Affiliates, and all applicable bank regulatory laws relating to

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the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the UK Borrower. Each UK Lender also represents that it will, independently and without reliance upon any Agent-Related Person (or the UK Fronting Lender) and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the UK Borrower. Except for notices, reports and other documents expressly herein required to be furnished to the UK Lenders by a UK Agent, such UK Agent shall not have any duty or responsibility to provide any UK Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Credit Parties or any of their Subsidiaries which may be or come into the possession of any of the Agent-Related Persons.

          12.7 Indemnification. Whether or not the transactions contemplated hereby are consummated, (a) the UK Lenders shall indemnify upon demand the Agent-Related Persons and (b) the UK Revolver Participants shall indemnify on demand the UK Fronting Lender, (to the extent not reimbursed by or on behalf of the UK Borrower and without limiting the obligation of the Borrowers to do so), in accordance with their Pro Rata Shares, from and against any and all Indemnified Liabilities as such term is defined in Section 13.11 and any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) related to or resulting from any claim or the assertion of any defense based on equitable subordination; provided, however, that no (i) UK Lender shall be liable for the payment to the Agent-Related Persons or (ii) UK Revolver Participant shall be liable for the payment to the UK Fronting Lender of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct. Without limitation of the foregoing, each UK Lender shall reimburse each UK Agent and each UK Revolver Participant shall reimburse the UK Fronting Lender upon demand for its Pro Rata Share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by such UK Agent or the UK Fronting Lender (as applicable) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent such the UK Agent or UK Fronting Lender (as applicable) is not reimbursed for such expenses by or on behalf of the UK Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of any UK Agent or UK Fronting Lender.

          12.8 Agent in Individual Capacity. The US Agent and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Borrowers and their Subsidiaries and Affiliates as though the UK Agent were not an agent hereunder and without notice to or consent of the UK Lenders. The US Agent or its Affiliates may receive information regarding the Borrowers, their Affiliates and Account Debtors (including information that may be subject to confidentiality obligations in favor of the Borrowers or their Affiliates) and each US Lender acknowledges that UK Agent shall be under no obligation to provide such information to them. With respect to its UK Revolving Loans, the UK Agent shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” include the US Agent in its individual capacity.

          12.9 Successor Agent. Each UK Agent may resign as UK Agent upon at least 30 days’ prior notice to the Lenders and the Applicable Borrower Representative, such resignation to be effective upon the acceptance of a successor agent to its appointment as the appropriate Agent; provided that, prior to the occurrence and continuation of a Default or Event of Default, the UK Agent shall not resign unless the

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US Agent shall also resign under the US Credit Agreement. In the event the Administrative Agent sells all of its Aggregate Commitment and Loans as part of a sale, transfer or other disposition by the Administrative Agent of substantially all of its loan portfolio containing this Agreement, the Administrative Agent shall resign as Agent and such purchaser or transferee shall become the successor Administrative Agent, UK Agent or UK Security Trustee, in each respective capacity, hereunder. Subject to the foregoing, if any UK Agent resigns under this Agreement, the Required Lenders shall appoint from among the UK Lenders a successor agent in such capacity for the UK Lenders. If no successor agent is appointed prior to the effective date of the resignation of an UK Agent, such UK Agent may appoint, after consulting with the UK Lenders and the Borrower, a successor agent in such capacity from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the relevant retiring Agent and the term “Administrative Agent”, “UK Agent” or “UK Security Trustee”, as applicable, shall mean such successor agent and the retiring UK Agent’s appointment, powers and duties as such a UK Agent shall be terminated. After any retiring UK Agent’s resignation hereunder as a UK Agent, the provisions of this Article 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was UK Agent under this Agreement.

          12.10 Collateral Matters and Release of Guaranties.

                    (a) The UK Lenders hereby irrevocably authorize the UK Security Trustee, at its option and in its sole discretion, to release any Agents’ Liens upon any UK Collateral (i) upon the termination of the UK Commitments and payment and satisfaction in full by the UK Borrower of all UK Revolving Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit or the provision of cash collateral pursuant to Section 1.4(g) hereof and Section 1.4(g) of the US Credit Agreement (whether or not any of such obligations are due) and all other Obligations (other than indemnities and other contingent obligations not then due and payable); (ii) constituting property being sold or disposed of if the UK Borrower certifies to the UK Security Trustee that the sale or disposition is made in compliance with Section 7.9 (and the UK Security Trustee may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which the Credit Parties owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to a Credit Party under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the UK Security Trustee will not release any of the Applicable Agents’ Liens without the prior written authorization of the Lenders; provided that the UK Security Trustee may, in its discretion, release the Agents’ Liens on Collateral valued in the aggregate (including all US Collateral so released under the US Credit Agreement) not in excess of the Sterling Equivalent of $2,000,000 in the aggregate for all Borrowers during each Fiscal Year without the prior written authorization of any Lenders and the UK Security Trustee may release the Applicable Agents’ Liens on Collateral valued in the aggregate (including all US Collateral so released under the US Credit Agreement) not in excess of the Sterling Equivalent of an additional $4,000,000 in the aggregate for all Borrowers during each Fiscal Year with the prior written authorization of Required Lenders. Upon request by the UK Security Trustee or the UK Borrower at any time, the UK Lenders will confirm in writing the UK Security Trustee’s authority to release any Agents’ Liens upon particular types or items of Collateral pursuant to this Section 12.11.

                    (b) Upon receipt by the Applicable Security Agent of any authorization required pursuant to Section 12.11 of the UK Agent’s authority to release Agents’ Liens upon particular types or items of UK Collateral, and upon at least five (5) Applicable Business Days prior written request by the UK Borrower, the UK Security Trustee shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agents’ Liens upon such Collateral; provided, however, that (i) the UK Security Trustee shall not be required to execute any such document on terms which, in the UK Security Trustee’s opinion, would expose the UK Security Trustee

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to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral to the extent set forth in the Loan Documents.

                    (c) The UK Security Trustee shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the applicable Credit Party or is cared for, protected or insured or has been encumbered, or that the UK Security Trustees’ Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the UK Security Trustee pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the UK Security Trustee may act in any manner it may deem appropriate, in its sole discretion given the UK Security Trustee’s own interest in the UK Collateral in its capacity as one of the UK Lenders and that the UK Security Trustee shall have no other duty or liability whatsoever to any UK Lender as to any of the foregoing.

                    (d) The Lenders hereby irrevocably authorize the Administrative Agent and the UK Security Trustee and UK Agent, at their option and in their sole discretion, to release any Subsidiary Guaranty: (i) upon the termination of the UK Commitments and payment and satisfaction in full by the UK Borrower of all UK Revolving Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit or the provision of cash collateral pursuant to Section 1.4(g) hereof and Section 1.4(g) of the US Credit Agreement (whether or not any of such obligations are due) and all other Obligations (other than indemnities and other contingent Obligations not then due and payable); (ii) granted by any Subsidiary Guarantor which is being sold or disposed of if the UK Borrower certifies to the UK Agent that the sale or disposition is made in compliance with Section 7.9 (and the UK Agent may rely conclusively on any such certificate, without further inquiry). Except as provided above, the UK Agent will not release any of the Subsidiary Guaranties granted by any Subsidiary Guarantor without the prior written authorization of the Lenders; provided that the UK Agent may, in its discretion, release the Subsidiary Guaranties of any Subsidiary Guarantor if such Subsidiary Guarantor shall own assets with a fair market value of less than $250,000. Upon request by the UK Agent or the UK Borrower at any time, the UK Lenders will confirm in writing the UK Agent’s authority to release any Subsidiary Guaranties pursuant to this Section 12.10.

          12.11 Restrictions on Actions by Lenders; Sharing of Payments.

                    (a) Each of the UK Lenders agrees that it shall not, without the express consent of all UK Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of all UK Lenders, set off against the Obligations, any amounts owing by such UK Lender to any UK Credit Party or any accounts of a UK Credit Party now or hereafter maintained with such UK Lender. Each of the UK Lenders further agrees that it shall not, unless specifically requested to do so by the UK Agent, take or cause to be taken any action to enforce its rights under this Agreement or against a UK Credit Party, including the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the UK Collateral.

                    (b) If at any time or times any UK Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of UK Collateral or any payments with respect to the Obligations of any UK Obligor to such UK Lender arising under, or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such UK Lender from the Applicable Security Agent pursuant to the terms of this Agreement, or (ii) payments from the Applicable Security

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Agent in excess of such UK Lender’s ratable portion of all or such portion of any distributions due such UK Lender upon application of the order of payments set forth under Section 3.7 hereof by the Applicable Security Agent, such UK Lender shall promptly turn the same over to the Applicable Security Agent, in kind, and with such endorsements as may be required to negotiate the same to the Applicable Security Agent, or in same day funds, as applicable, for the account of all of the UK Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement.

          12.12 Agency for Perfection. Each Lender hereby appoints each other UK Lender, the UK Agent and the Applicable Security Agent as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with applicable law can be perfected only by possession. Should any UK Lender (other than the UK Security Trustee) obtain possession of any such UK Collateral, such UK Lender shall notify the UK Security Trustee thereof, and, promptly upon the UK Security Trustee’s request therefor shall deliver such UK Collateral to the UK Security Trustee or in accordance with the UK Security Trustee’s instructions.

          12.13 Payments by Responsible Agent to Applicable Lenders. All payments to be made by any US Agent to the UK Lenders shall be made by bank wire transfer or internal transfer of immediately available funds to each UK Lender pursuant to wire transfer instructions delivered in writing to the UK Agent on or prior to the Closing Date (or if such UK Lender is an Transferee, on the applicable UK Transfer Agreement), or pursuant to such other wire transfer instructions as each party may designate for itself by written notice to the UK Agent. Payments shall be made in Sterling. Concurrently with each such payment, the UK Agent shall identify whether such payment (or any portion thereof) represents principal, premium or interest on the UK Revolving Loans, or otherwise. Unless the UK Agent receives notice from the UK Borrower prior to the date on which any payment is due to the UK Lenders that the UK Borrower will not make such payment in full as and when required, the UK Agent may assume that the UK Borrower have made such payment in full to the UK Agent on such date in immediately available funds and the UK Agent may (but shall not be so required), in reliance upon such assumption, distribute to each UK Lender on such due date an amount equal to the amount then due to such UK Lender. If and to the extent the UK Borrower have not made such payment in full to the UK Agent, each UK Lender shall repay to the UK Agent on demand such amount distributed to such UK Lender, together with interest thereon at the Bank Reference Rate for each day from the date such amount is distributed to such UK Lender until the date repaid.

          12.14 Settlement.

                    (a)      (i) Each UK Lender’s (including the UK Fronting Lender as fronting lender for the UK Revolver Participants) funded portion of the UK Revolving Loans is intended by the UK Lenders (including the UK Fronting Lender as fronting lender for the UK Revolver Participants) to be equal at all times to such UK Lender’s Pro Rata Share of the outstanding UK Revolving Loans. Notwithstanding such agreement, each UK Agent and the other UK Lenders (including the UK Fronting Lender as the fronting lender for the UK Revolver Participants) agree (which agreement shall not be for the benefit of or enforceable by the UK Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the UK Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions:

                              (ii) The UK Agent shall request settlement (“Settlement”) with the UK Lenders (including the UK Fronting Lender as fronting lender for the UK Revolver Participants) on at least a weekly basis, or on a more frequent basis at Administrative Agent’s election, (A) for itself, with respect to each outstanding Non-Ratable Loan made under this Agreement, (B) for itself, with respect to each Agent Advance made under this Agreement, and (C) with respect to collections received, in each

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case, by notifying the UK Lenders (including the UK Fronting Lender as fronting lender for the UK Revolver Participants) of such requested Settlement in writing by telecopy, or other similar form of transmission, of such requested Settlement, no later than 10:00 a.m. (New York time) on the date of such requested Settlement (the “Settlement Date”). Each UK Lender (including the UK Fronting Lender as fronting lender for the UK Revolver Participants) (other than the Administrative Agent in the case of Agent Advances and Non-Ratable Loans) shall transfer the amount of such UK Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to each Settlement to the UK Agent, to UK Agent’s account in Pounds Sterling not later than 2:00 p.m. (New York time) on the UK Business Day following the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the UK Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing the Administrative Agent’s Pro Rata Share thereof, shall constitute UK Revolving Loans of such UK Lenders (including the UK Fronting Lender as fronting lender for the UK Revolver Participants). If any such amount is not transferred to the UK Agent by any UK Lender on the Settlement Date applicable thereto, the UK Agent shall be entitled to recover such amount on demand from such UK Lender (including the UK Fronting Lender as fronting lender for the UK Revolver Participants) together with interest thereon at the Bank Reference Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the UK Revolving Loans (A) on behalf of the Administrative Agent, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance.

                              (iii) Notwithstanding the foregoing, not more than one (1) UK Business Day after demand is made by the UK Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the UK Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other UK Lender (including the UK Fronting Lender as fronting lender for the UK Revolver Participants) (A) shall irrevocably and unconditionally purchase and receive from the UK Agent, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such UK Lender’s Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by the UK Agent, shall pay to the UK Agent, as the purchase price of such participation an amount equal to one-hundred percent (100%), in Pounds Sterling of such UK Lender’s Pro Rata Share (and in the case of the UK Fronting Lender, an amount equal to the aggregate amount of the UK Revolver Participants’ Pro Rata Share) of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the UK Agent by any UK Lender, the UK Agent shall be entitled to recover such amount on demand from such UK Lender together with interest thereon at the Bank Reference for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to US Base Rate Revolving Loans.

                              (iv) From and after the date, if any, on which any UK Lender (including the UK Fronting Lender as fronting lender for the UK Revolver Participants) purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (iii) above, the UK Agent shall promptly distribute to such UK Lender (including the UK Fronting Lender as fronting lender for the UK Revolver Participants), such UK Lender’s Pro Rata Share (and in the case of the UK Fronting Lender, an amount equal to the aggregate amount of the UK Revolver Participants’ Pro Rata Share) of all payments of principal and interest and all proceeds of US Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance.

                              (v) Between Settlement Dates, the UK Agent, to the extent no Agent Advances are outstanding, may apply any payments received by the UK Agent, which in accordance with

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the terms of this Agreement would be applied to the reduction of the UK Revolving Loans, to the Administrative Agent’s UK Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Administrative Agent’s UK Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Administrative Agent shall pay the UK Lenders, on account of such UK Lenders’ outstanding Revolving Loans, an amount such that each UK Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the UK Revolving Loans to the UK Borrower. During the period between Settlement Dates, the UK Agent with respect to Agent Advances and Non-Ratable Loans, and each UK Lender with respect to the UK Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the UK Agent and the other UK Lenders.

                              (vi) Unless the UK Agent has received written notice from a UK Lender to the contrary, the UK Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and following the requested UK Borrowing, UK Aggregate Outstandings will not exceed UK Availability (with UK Availability for such purpose calculated as if UK Aggregate Outstandings, and UK Aggregate Outstandings were equal to zero) and Aggregate Outstandings will not exceed Total Excess Availability (with Total Excess Availability for this purpose calculated as if Aggregate Outstandings, US Aggregate Outstandings, and UK Aggregate Outstandings were equal to zero) on any Funding Date for a UK Revolving Loan or Non-Ratable Loan.

                    (b) Lenders’ Failure to Perform. All UK Revolving Loans (other than Non-Ratable Loans and Agent Advances) shall be made by the UK Lenders simultaneously and in accordance with their Pro Rata Shares. It is understood that (i) no UK Lender shall be responsible for any failure by any other UK Lender to perform its obligation to make any UK Revolving Loans hereunder, nor shall any UK Commitment of any UK Lender be increased or decreased as a result of any failure by any other UK Lender to perform its obligation to make any UK Revolving Loans hereunder, (ii) no failure by any UK Lender to perform its obligation to make any UK Revolving Loans hereunder shall excuse any other Lender from its obligation to make any UK Revolving Loans hereunder, and (iii) the obligations of each UK Lender hereunder shall be several, not joint and several.

                    (c) Defaulting Lenders. Unless the UK Agent receives notice from an UK Lender on or prior to the Closing Date or, with respect to any UK Borrowing after the Closing Date, at least one UK Business Day prior to the date of such UK Borrowing, that such UK Lender will not make available as and when required hereunder to the UK Agent that UK Lender’s Pro Rata Share of a UK Borrowing, the UK Agent may assume that each UK Lender has made such amount available to the UK Agent in immediately available funds on the Funding Date. Furthermore, the UK Agent may, in reliance upon such assumption, make available to the UK Borrower on such date a corresponding amount. If any UK Lender has not transferred its full Pro Rata Share of a UK Borrowing to the UK Agent in immediately available funds and the UK Agent has transferred a corresponding amount to the UK Borrower on the Business Day following such Funding Date that UK Lender shall make such amount available to the UK Agent, together with interest at the Bank Reference Rate for that day. A notice by the UK Agent submitted to any UK Lender with respect to amounts owing shall be conclusive, absent manifest error. If each UK Lender’s full Pro Rata Share of a UK Borrowing is transferred to the UK Agent as required, the amount transferred to the UK Agent shall constitute that UK Lender’s UK Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the UK Agent on the Business Day following the Funding Date, the UK Agent will notify the UK Borrower of such failure to fund and, upon demand by the UK Agent, the UK Borrower shall pay such amount to the UK Agent for the UK Agent’s account, together with interest thereon for each day elapsed since the date of such UK Borrowing, at a

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rate per annum equal to the Interest Rate applicable at the time to the UK Revolving Loans comprising that particular UK Borrowing. The failure of any UK Lender to make any UK Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other UK Lender of its obligation hereunder to make a UK Revolving Loan on that Funding Date. No UK Lender shall be responsible for any other UK Lender’s failure to advance such other UK Lenders’ Pro Rata Share of any UK Borrowing.

                    (d) Retention of Defaulting Lender’s Payments. The UK Agent shall not be obligated to transfer to a Defaulting Lender any payments made by a UK Borrower to the UK Agent for the Defaulting Lender’s benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by the UK Agent. In its discretion, the Agent may loan the UK Borrower the amount of all such payments received or retained by it for the account of such Defaulting Lender. Any amounts so loaned to the UK Borrower shall bear interest at the rate applicable to UK Base Rate Revolving Loans and for all other purposes of this Agreement shall be treated as if they were UK Revolving Loans, provided, however, that for purposes of voting or consenting to matters with respect to the Loan Documents and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a “Lender”. Until a Defaulting Lender cures its failure to fund its Pro Rata Share of any Borrowing (A) such Defaulting Lender shall not be entitled to any portion of the Unused Line Fee and (B) the Unused Line Fee shall accrue in favor of the UK Lenders which have funded their respective Pro Rata Shares of such requested UK Borrowing and shall be allocated among such performing UK Lenders ratably based upon their relative UK Commitments. This Section shall remain effective with respect to such UK Lender until such time as the Defaulting Lender shall no longer be in default of any of its obligations under this Agreement. The terms of this Section shall not be construed to increase or otherwise affect the UK Commitment of any UK Lender, or relieve or excuse the performance by the UK Borrower of their duties and obligations hereunder.

                    (e) Removal of Defaulting Lender. At the UK Borrower’s request, the UK Agent or an Eligible Transferee reasonably acceptable to the UK Agent shall have the right (but not the obligation) to purchase from any Defaulting Lender, and each Defaulting Lender shall, upon such request, sell and assign to the UK Agent or such Eligible Transferee, all of the Defaulting Lender’s outstanding UK Commitments and Loans hereunder. Such sale shall be consummated promptly after UK Agent has arranged for a purchase by UK Agent or an Eligible Transferee pursuant to a UK Transfer Agreement, and at a price equal to the outstanding principal balance of the Defaulting Lender’s UK Revolving Loans, plus accrued interest and fees, without premium or discount.

          12.15 Letters of Credit; Intra-Lender Issues.

                    (a) Notice of Letter of Credit Balance. On each Settlement Date the UK Agent shall notify each UK Lender of the issuance of all Letters of Credit since the prior Settlement Date.

                    (b) Participations in Letters of Credit.

                              (i) Purchase of Participations. Immediately upon issuance of any Letter of Credit in accordance with Section 1.4(d), each UK Lender (including the UK Fronting Lender as fronting lender for the UK Revolver Participants) shall be deemed to have irrevocably and unconditionally purchased and received without recourse or warranty, an undivided interest and participation equal to such UK Lender’s Pro Rata Share of the face amount of such Letter of Credit or the Credit Support provided through the UK Agent to the Letter of Credit Issuer, if not a Lender, in connection with the issuance of such Letter of Credit (including all obligations of the UK Borrower with respect thereto, and any security therefor or guaranty pertaining thereto).

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                              (ii) Sharing of Reimbursement Obligation Payments. Whenever the UK Agent receives a payment from a UK Borrower on account of reimbursement obligations in respect of a Letter of Credit or Credit Support as to which the UK Agent has previously received for the account of the Letter of Credit Issuer thereof payment from a UK Lender, the UK Agent shall promptly pay to such UK Lender such UK Lender’s Pro Rata Share (and in the case of the UK Fronting Lender, an amount equal to the aggregate amount of the UK Revolver Participants’ Pro Rata) of such payment from the UK Borrower. Each such payment shall be made by the UK Agent on the next Settlement Date.

                              (iii) Documentation. Upon the request of any UK Lender, the UK Agent shall furnish to such UK Lender copies of any Letter of Credit, Credit Support for any Letter of Credit, reimbursement agreements executed in connection therewith, applications for any Letter of Credit, and such other documentation as may reasonably be requested by such Lender.

                              (iv) Obligations Irrevocable. The obligations of each UK Lender (including the UK Fronting Lender as fronting lender for the UK Revolver Participants) to make payments to the UK Agent with respect to any Letter of Credit or with respect to their participation therein or with respect to any Credit Support for any Letter of Credit or with respect to the UK Revolving Loans made as a result of a drawing under a Letter of Credit and the obligations of the UK Borrower for whose account the Letter of Credit or Credit Support was issued to make payments to the UK Agent, for the account of the UK Lenders, shall be irrevocable and shall not be subject to any qualification or exception whatsoever, including any of the following circumstances:

                              (1) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;

                              (2) the existence of any claim, setoff, defense or other right which the UK Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any UK Lender, the UK Agent, the issuer of such Letter of Credit, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the UK Borrower or any other Person and the beneficiary named in any Letter of Credit);

                              (3) any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

                              (4) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;

                              (5) the occurrence of any Default or Event of Default; or

                              (6) the failure of the UK Borrower to satisfy the applicable conditions precedent set forth in Article 8.

                    (c) Recovery or Avoidance of Payments; Refund of Payments In Error. In the event any payment by or on behalf of the UK Borrower received by the UK Agent with respect to any Letter of Credit or Credit Support provided for any Letter of Credit and distributed by the UK Agent to the UK Lenders on account of their respective participations therein is thereafter set aside, avoided or recovered from the UK Agent in connection with any receivership, liquidation or bankruptcy proceeding, the UK Lenders shall, upon demand by the UK Agent, pay to the UK Agent their respective Pro Rata Shares of

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such amount set aside, avoided or recovered, together with interest at the rate required to be paid by the UK Agent upon the amount required to be repaid by it. Unless the UK Agent receives notice from the UK Borrower prior to the date on which any payment is due to the UK Lenders that the UK Borrower will not make such payment in full as and when required, the UK Agent may assume that the UK Borrower has made such payment in full to the UK Agent on such date in immediately available funds and the UK Agent may (but shall not be so required), in reliance upon such assumption, distribute to each UK Lender on such due date an amount equal to the amount then due such UK Lender. If and to the extent the UK Borrower have not made such payment in full to the Responsible Agent, each UK Lender (including the UK Fronting Lender as fronting lender for the UK Revolver Participants) shall repay to the UK Agent on demand such amount distributed to such UK Lender, together with interest thereon at the Bank Reference Rate for each day from the date such amount is distributed to such UK Lender until the date repaid.

                    (d) Indemnification by UK Lenders. To the extent not reimbursed by the UK Borrower and without limiting the obligations of the UK Borrower hereunder, the UK Lenders agree to indemnify each applicable Letter of Credit Issuer ratably in accordance with their respective Pro Rata Shares, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by the Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no UK Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each UK Lender agrees to reimburse the Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by the UK Borrower to the Letter of Credit Issuer, to the extent that the Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by the UK Borrower. The agreement contained in this Section shall survive payment in full of all other Obligations.

                    (e) Currency Conversion and Contingent Funding Agreement. In the event a Letter of Credit denominated in any of Dollars, Canadian Dollars or Euro is drawn and the UK Borrower does not reimburse the Letter of Credit Issuer pursuant to Section 1.4(e) on the date required thereunder (the “Required Date”), the reimbursement obligation in respect thereof shall be immediately converted into Pounds Sterling on the basis of the Spot Rate for the purchase of Pounds Sterling with such other currency on the Required Date. A request by the UK Borrower to the UK Agent for a Borrowing of UK Sterling LIBOR Revolving Loans in the amount of such converted amount shall be deemed to have been given with a Funding Date as the Required Date. The UK Agent is authorized to charge the UK Borrower’s Loan Account for the amount of such converted amount in accordance with Section 3.6.

          12.16 Concerning the Collateral and the Related Loan Documents. The UK Agent and each UK Lender authorizes and directs the UK Security Trustee to enter into the other UK Loan Documents, for the ratable benefit and obligation of the UK Agents and the UK Lenders. The UK Agents and each UK Lender agree that any action taken by any UK Agent or the Required Lenders, in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by any UK Agent or the Required Lenders, as applicable, of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the UK Lenders. The UK Lenders acknowledge that the UK Revolving Loans, Agent Advances, Non-Ratable Loans, UK Bank Products and all interest, fees and expenses hereunder constitute one Debt, secured pari passu by all of the UK Collateral.

          12.17 Field Audit and Examination Reports; Disclaimer by Lenders. By signing this Agreement, each UK Lender:

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                    (a) is deemed to have requested that the UK Agent furnish such UK Lender, promptly after it becomes available, a copy of each field audit, examination report or asset appraisal (each a “Report” and collectively, “Reports”) prepared by or on behalf of the UK Agent;

                    (b) expressly agrees and acknowledges that no Agent (i) makes any representation or warranty as to the accuracy of any Report, or (ii) shall be liable for any information contained in any Report;

                    (c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that any UK Agent or other party performing any audit or examination will inspect only specific information regarding the Credit Parties and will rely significantly upon the Credit Parties’ books and records, as well as on representations of the Credit Parties’ personnel;

                    (d) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in any other manner; and

                    (e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold each UK Agent and any such other UK Lender preparing a Report harmless from any action the indemnifying UK Lender may take or conclusion the indemnifying UK Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying UK Lender has made or may make to the UK Borrower, or the indemnifying UK Lender’s participation in, or the indemnifying UK Lender’s purchase of, a loan or loans of the UK Borrower; and (ii) to pay and protect, and indemnify, defend and hold each UK Agent and any such other UK Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses and other amounts (including Attorney Costs) incurred by any UK Agent and any such other UK Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying US Lender.

          12.18 Relation Among Lenders. The UK Lenders are not partners or co-venturers, and no UK Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of any UK Agent) authorized to act for, any other UK Lender.

          12.19 Bank as UK Security Trustee. Notwithstanding any other provision of this Agreement, the UK Lenders and the UK Agent have also appointed the Bank as security trustee under and pursuant to the UK Security Documents. Each of the UK Lenders acknowledges that pursuant to the UK Security Documents, the UK Lenders and the UK Agent have irrevocably authorized the UK Security Trustee to execute and deliver the UK Security Documents on each of their respective behalf (thereby, among other things, designating and appointing the UK Security Trustee as their security agent in accordance with the terms thereof and authorizing the UK Security Trustee to execute and deliver the UK Security Documents and to take such action or to refrain from taking such action on their behalf (and otherwise exercising its powers) in accordance with the terms thereof).

          12.20 Protection of UK Security Trustee. The benefits conferred on the Agents pursuant to this Article 12 regarding rights to indemnification and the exercise of rights, powers, authorizations, discretions, duties and responsibilities pursuant to this Agreement and any other Loan Document shall also be conferred, where appropriate, on the UK Security Trustee in relation to this Agreement and the UK Security Documents and references to UK Security Trustee, as well as references to all or any UK Agents, in this Article 12 shall be read and construed as references to the UK Security Trustee accordingly. The UK Security Trustee shall have all the powers of an absolute owner of the security constituted by the UK Security Documents and all the rights and powers granted to it by the UK Security Documents.

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          12.21 Co-Agents. (a) None of the UK Lenders identified on the facing page, the preamble or the signature pages to this Agreement as “Documentation Agents”, if any, shall have any right (except as expressly set forth in this Agreement), power, obligation, liability, responsibility or duty under this Agreement or any other Loan Document other than those applicable to all UK Lenders as such. Without limiting the foregoing, none of the UK Lenders identified as “Documentation Agents”, if any, shall have or be deemed to have any fiduciary relationship with any UK Lender. Each UK Lender acknowledges that it has not relied, and will not rely, on any of the UK Lenders so identified in deciding to enter into this Agreement or in taking any action hereunder or under any Loan Document.

                    (b) Upon consultation with each of the US Borrowers and the UK Borrower and for a period of thirty (30) days from the Closing Date in connection with the general syndication of the Facilities, the Administrative Agent shall have the right to appoint and grant titles to additional “Agents” and “Co-Agents” (other than, for the avoidance of doubt, any Administrative Agent, Collateral Agents, Security Agents or other agents with similar responsibilities or functions), which such additional Agents or Co-Agents shall become a party hereto pursuant to appropriate documentation (including by way of any Assignment and Acceptance Agreement or UK Transfer Agreement executed by such Agent or Co-Agents (or any affiliate thereof) in its capacity as a Lender hereunder. Following such appointment, the provisions set forth in the first two sentences of this Section 12.21 shall apply to such Agent or Co-Agent as if such Agent or Co-Agent were a “Documentation Agents” as referred to in this Section 12.21.

          12.22 Withholding Tax. The UK Lenders (or the UK Agent in its sole discretion on their behalf) will on a written request from the UK Borrower complete and deliver within a reasonable time period such documentation as is reasonably requested by the UK Borrower and is necessary to enable an application to be made to exempt the UK Lenders from UK taxation on interest whether levied by withholding, deduction or otherwise under the double taxation treaty between the UK and the United States.

          12.23 PTR Scheme.

                    (a) Each Treaty Lender:

                    (i) irrecovably appoints the UK Agent to act as syndicate manager under, and authorises the Agent to operate, and take any action necessary or desirable under, the PTR Scheme in connection with the Loans;

                    (ii) shall co-operate with the UK Agent in completing any procedural formalities necessary under the PTR Scheme, and shall promptly supply to the UK Agent such information as the UK Agent may request in connection with the operation of the PTR Scheme;

                    (iii) without limiting the liability of any UK Obligor under this Agreement, shall, within 5 Business Days of demand, indemnify the UK Agent for any liability or loss incurred by the UK Agent as a result of the UK Agent acting as a syndicate manager under the PTR Scheme in connection with the Treaty Lender’s participation in any of the Loans (except to the extent that the liability or loss arises directly from the UK Agent’s gross negligence or wilful misconduct);

                    (iv) shall, within 5 Business Days of demand, indemnify each UK Obligor for any Taxes which such UK Obligor becomes liable to pay in respect of any payments made to such Treaty Lender arising as a result of any incorrect information supplied by such Treaty Lender under Section 12.23(a)(ii) above which results in a provisional authority issued by Her Majesty’s Revenue and Customs in the UK under the PTR Scheme being withdrawn; and

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                    (v) shall forthwith notify each UK Obligor if it ceases to be a Treaty Lender.

                    (b) Each UK Obligor acknowledges that it is fully aware of its contingent obligations under the PTR Scheme, and shall (i) promptly supply to the UK Agent such information as the UK Agent may request in connection with the operation of the PTR Scheme, and (ii) act in accordance with any provisional notice issued by Her Majesty’s Revenue and Customs in the UK under the PTR Scheme.

                    (c) The UK Agent agrees to provide, as soon as reasonably practicable, a copy of any provisional authority issued to it under the PTR Scheme in connection with any Loan to those UK Obligors specified in such provisional authority.

                    (d) All parties acknowledge that the UK Agent (i) is entitled to rely completely upon information provided to it in connection with Section 12.23(a) or Section 12.23(b) above, (ii) is not obliged to undertake any enquiry into the accuracy of such information, nor into the status of the Treaty Lender or, as the case may be, the UK Obligor, providing such information, and (iii) shall have no liability to any person for the accuracy of any information it submits in accordance with Section 12.23(a)(i) above.

                    (e) In this Section 12.23, “PTR Scheme” means the Provisional Treaty Relief scheme as described in the Guidelines issued by Her Majesty’s Revenue and Customs in the UK (“HMRC”) in January 2003 and administered by the HMRC UK Centre for Non-Residents.

ARTICLE 13.
MISCELLANEOUS

          13.1 No Waivers; Cumulative Remedies. No failure by any UK Agent or any UK Lender to exercise any right, remedy, or option under this Agreement or any present or future supplement thereto, or in any other agreement between or among the UK Borrower or any other UK Obligor and any UK Agent and/or any UK Lender, or delay by any UK Agent, or any UK Lender in exercising the same, will operate as a waiver thereof. No waiver by any UK Agent or any UK Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by any UK Agent or the UK Lenders on any occasion shall affect or diminish such UK Agent’s and each UK Lender’s rights thereafter to require strict performance by the UK Borrower and the other Credit Parties of any provision of this Agreement and the other Loan Documents. The UK Agents and the UK Lenders may proceed directly to collect the UK Obligations without any prior recourse to the UK Collateral. The UK Agents’ and each UK Lender’s rights under this Agreement will be cumulative and not exclusive of any other right or remedy which any UK Agent or any UK Lender may have.

          13.2 Severability. The illegality or unenforceability of any provision of this Agreement or any Loan Document or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

          13.3 Notices.

                    (a) Any demand, notice or other communication or document to be made on or delivered to any of the UK Obligors under this Agreement shall be made or delivered by fax or otherwise in writing and shall be treated as having been served if served in accordance with Section 13.7. Each demand, notice, communication or other document to be made on or delivered to any party to this Agreement may (unless that party has by 10 UK Business Days’ written notice to the other party or

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parties specified another address or fax number) be made or delivered to that other person at the address or fax number set out Section 13.7.

                    (b) Service of any demand, notice, communication or other document to be made or delivered under this Agreement may be made:

                              (1) by delivering it at the relevant address for service referred to in Section 13.7;

                              (2) by sending it by pre-paid first class letter (or by airmail if to or from an address outside the United Kingdom) through the post to the relevant address for service referred to in Section 13.7; or

                              (3) by fax to the relevant fax number referred to in Section 13.7 and so that any fax shall be deemed to be in writing and, if it bears the signature of the server or its authorized representative or agent, to have been signed by or on behalf of the server.

                    (c) Any demand, notice, communication or other document from any of the UK Obligors shall be irrevocable. Any other demand, notice, communication or other document shall be served or treated as served at the following times:

                              (1) in the case of service personally or in accordance with Subsection (b)(i) above, at the time of such service;

                              (2) in the case of service by post, at 9.00 a.m. (London time) on the UK Business Day next following the day on which it was posted or, in the case of service to or from an address outside the United Kingdom, at 9.00 a.m. (London time) on the fifth UK Business Day following the day on which it was posted; and

                              (3) in the case of service by fax, if sent before 9.00 a.m. (London time) on a UK Business Day, at 11.00 a.m. on the same day, if sent between 9.00 a.m. and 5.30 p.m. (London time) on a UK Business Day, two hours after the time of such service or, if sent after 5.30 p.m (London time) on a UK Business Day, or if sent on a day other than a UK Business Day, at 9.00 a.m. (London time) on the next following UK Business Day.

                    (d) In proving service of a demand, notice, communication or other document served:

                              (1) by post, it shall be sufficient to prove that such demand, notice, communication or other document was correctly addressed, full postage paid and posted; and

                              (2) by fax, it shall be sufficient to prove that the fax was followed by such machine record as indicates that the entire fax was sent to the relevant number and the transmission was successful.

          13.4 Survival of Representations and Warranties. All of the UK Borrower’s and the other Credit Parties’ representations and warranties contained in this Agreement and the other Loan Documents shall survive the execution, delivery, and acceptance thereof by the parties, notwithstanding any investigation by the UK Agents or the UK Lenders or their respective agents.

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          13.5 Other Security and Guaranties. The UK Agent, may, without notice or demand and without affecting the UK Borrower’s obligations hereunder, from time to time: (a) take from any Person and hold collateral (other than the UK Collateral) for the payment of all or any part of the UK Obligations and exchange, enforce or release such collateral or any part thereof; and (b) accept and hold any endorsement or guaranty of payment of all or any part of the UK Obligations of any UK Obligor and release or substitute any such endorser or guarantor, or any Person who has given any Lien in any other collateral as security for the payment of all or any part of the UK Obligations of any UK Obligor, or any other Person in any way obligated to pay all or any part of the UK Obligations of any UK Obligor.

          13.6 Fees and Expenses.

                    (a) The UK Borrower agrees to pay to the UK Agents for their respective benefit, on demand, all reasonable costs and expenses that each UK Agent pays or incurs in connection with the negotiation, preparation, syndication, consummation, administration, (but excluding any costs and expenses associated with assignments of Loans (other than in connection with the primary syndication of the Commitments) or participations), enforcement, and termination of this Agreement or any of the other Loan Documents, including: (a) Attorney Costs; (b) costs and expenses (including attorneys’ and paralegals’ reasonable and documented fees and out-of-pocket disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with the Loan Documents and the transactions contemplated thereby; (c) costs and expenses of lien and title searches and title insurance; (d) taxes, fees and other charges for recording the Mortgages, if any, filing (and similar) financing statements and continuations, and other actions to perfect, protect, and continue each Applicable Agents’ Liens (including costs and expenses paid or incurred by each Responsible Agent in connection with the consummation of this Agreement); (e) sums paid or incurred to pay any amount or take any action required of the UK Borrower under the Loan Documents that the UK Borrower fails to pay or take; (f) subject to Section 7.4 hereof, costs of internal or outside appraisals, environmental audits, inspections, and verifications of the Collateral, including travel, lodging, and meals for inspections of the Collateral and the UK Borrower’s operations by the Applicable Security Agent plus the Applicable Security Agent’s then customary charge for field examinations and audits and the preparation of reports thereof; and (g) costs and expenses of forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining Payment Accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral. In addition, the UK Borrower agrees to pay reasonable and documented out-of-pocket costs and expenses incurred by the Applicable Security Agent (including Attorneys’ Costs) to the Applicable Security Agent, for its benefit, on demand, and to the other Lenders for their benefit, on demand, and all reasonable and documented fees, out-of-pocket expenses and disbursements incurred by such other Lenders for one law firm in each applicable jurisdiction retained by such other Lenders, in each case, paid or incurred to obtain payment of the Obligations, enforce the Applicable Security Agents’ Liens, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of the Loan Documents, or to defend any claims made or threatened against any Agent or any Lender arising out of the transactions contemplated hereby (including preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions of the Loan Documents regarding costs and expenses to be paid by the UK Borrower. All of the foregoing costs and expenses shall be charged to the UK Borrower’s Loan Account as Revolving Loans as described in Section 3.6.

                    (b) Without prejudice to any other rights that the UK Agents or any of the UK Lenders may have at such time under this UK Credit Agreement or any other UK Loan Document, the UK Borrower agrees that, upon the appointment of a receiver, administrator, administrative receiver, trustee, examiner or any other similar officer or office holder of any UK Credit Party or of any or all of the assets of any UK Credit Party or upon an order being made for the winding-up, liquidation or dissolution of any UK Credit Party (the date of such event or occurrence being the “Insolvency Date”, shall become liable to pay forthwith to the UK Agent for its own account, an additional monitoring and

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administrative fee (the “Additional Monitoring and Administration Fee”) in an amount equal to two percent (2%) of the UK Commitments as at the Insolvency Date.

          13.7 Notices. Except as otherwise provided herein, all notices, demands and requests that any party is required or elects to give to any other shall be in writing, or by a telecommunications device capable of creating a written record, and any such notice shall become effective (a) upon personal delivery thereof, including, but not limited to, delivery by overnight mail and courier service, (b) four (4) days after it shall have been mailed by United States mail or UK post, as applicable, in each case, first class, certified or registered, with postage prepaid, or (c) in the case of notice by such a telecommunications device, when properly transmitted, in each case addressed to the party to be notified as follows:

If to the Administrative Agent:
	The CIT Group/Business Credit, Inc. 505 Fifth Avenue New York, New York 10017 Attn: Relationship Manager – Mobile Storage Group, Inc. Facsimile: (212) 461-7760
	with copies to:
	The CIT Group/Business Credit Inc. 505 Fifth Avenue New York, New York 10017 Attn: Internal Counsel – Mobile Storage Group, Inc. Facsimile: (212) 771-9520
If to UK Agent or the UK Security Trustee:
	The CIT Group/Business Credit, Inc. 505 Fifth Avenue New York, New York 10017 Attn: Relationship Manager – Mobile Storage Group, Inc. Facsimile: (212) 461-7760 with copies to: The CIT Group/Business Credit Inc. 505 Fifth Avenue New York, New York 10017 Attn: Internal Counsel – Mobile Storage Group, Inc. Facsimile: (212) 771-9520
If to the US Borrower or any other Credit Party:
	Mobile Storage Group, Inc. 7590 North Glenoaks Boulevard Burbank, CA 91504 Attention: Allan Villegas Facsimile No.: (818) 253-3154

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with copies to:

Christopher A. Wilson, Esq.
Mobile Storage Group, Inc.
7590 North Glenoaks Boulevard
Burbank, CA 91504
Facsimile No.: (818) 253-3154

or to such other address as each party may designate for itself by like notice. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other communication to the persons designated above to receive copies shall not adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration or other communication. Notwithstanding any terms or provisions herein to the contrary, the UK Borrower shall simultaneously deliver to the Administrative Agent any notice, report, certificate, document or other information delivered to any UK Agent pursuant to the terms hereof, and the UK Borrower shall cause the US Borrowers to simultaneously deliver to the UK Agent any notice, report, certificate, document or other information delivered to any US Agent pursuant to the terms of the US Credit Agreement.

          13.8 Waiver of Notices. Unless otherwise expressly provided herein, the UK Borrower waives presentment, and notice of demand or dishonor and protest as to any instrument, notice of intent to accelerate the UK Obligations and notice of acceleration of the UK Obligations, as well as any and all other notices to which it might otherwise be entitled. No notice to or demand on the UK Borrower which any UK Agent or any UK Lender may elect to give shall entitle the UK Borrower to any or further notice or demand in the same, similar or other circumstances.

          13.9 Waiver of Counterclaims. Each Credit Party waives all rights to interpose any claims, deductions, setoffs, or counterclaims of any nature (other then compulsory counterclaims) in any action or proceeding with respect to this Agreement, the Obligations, the Collateral or any matter arising therefrom or relating hereto or thereto.

          13.10 Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the respective representatives, successors, and assigns of the parties hereto; provided, however, that no interest herein may be assigned by the UK Borrower without prior written consent of the UK Agent and each Lender. The rights and benefits of each UK Agent and the UK Lenders hereunder shall, if such Persons so agree, inure to any party acquiring any interest in the UK Obligations or any part thereof.

          13.11 Indemnity of the Agents and the Lenders by the Borrowers.

                    (a) Except with respect to any Claims (as defined below) associated with Taxes, the UK Borrower agrees to defend, indemnify and hold each UK Agent, the Agent-Related Persons, the Letter of Credit Issuer and each UK Lender (including, for the avoidance of doubt any UK Revolver Participant and the UK Fronting Lender) and each of its respective officers, directors, employees, counsel, representatives, agents and attorneys-in-fact (each, an “Indemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever (“Claims”) which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of any UK Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with

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respect to any investigation, litigation or proceeding (including any insolvency proceeding or appellate proceeding) related to or arising out of this Agreement, any other Loan Document, or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, that the UK Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person as determined in a final non-appealable judgment of a court of competent jurisdiction or (ii) a breach of the Loan Documents. The agreements in this Section shall survive payment of all other Obligations.

                    (b) The UK Borrower agrees to indemnify, defend and hold harmless each UK Agent, the Letter of Credit Issuer and the UK Lenders (including, for the avoidance of doubt, each UK Revolver Participant and the UK Fronting Lender) from any loss or liability directly or indirectly arising out of the use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence of a hazardous substance relating to the operations, business or property of the UK Borrower or any of its respective Subsidiaries. This indemnity will apply whether the hazardous substance is on, under or about the property or operations of or property leased to the UK Borrower or any of its Subsidiaries. The indemnity includes but is not limited to Attorneys Costs. The indemnity extends to the Agents, the Letter of Credit Issuer and the UK Lenders, their parents, affiliates, subsidiaries and all of their directors, officers, employees, agents, successors, attorneys and assigns. “Hazardous substances” means any substance, material or waste that is or becomes designated or regulated as “toxic,” “hazardous,” “pollutant,” or “contaminant” or a similar designation or regulation under any federal, state or local law (whether under common law, statute, regulation or otherwise) or judicial or administrative interpretation of such, including petroleum or natural gas. This indemnity will survive repayment of all other Obligations.

                    (c) Notwithstanding any of the other provisions of this Agreement or any other Loan Document, nothing contained herein or in any of the other Loan Documents shall require the UK Borrower or any of their Subsidiaries to take any action which constitutes or will constitute unlawful financial assistance for the purposes of sections 151 to 158 (inclusive) of the Companies Act.

          13.12 Rights of Third Parties. Any person who is not party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from the Contracts (Rights of Third Parties) Act 1999.

          13.13 Law and Jurisdiction

                    (a) Law. This Agreement and the rights and obligations of the parties to this Agreement are governed by and to be construed in accordance with English law.

                    (b) Submission. MSG and the UK Borrower agree for the benefit of the UK Agents that the courts of England shall have jurisdiction to hear and determine, any suit, action or proceeding, and to settle any dispute, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the jurisdiction of such courts.

                    (c) Forum. MSG and the UK Borrower irrevocably waive any objection which it might now or hereafter have to the courts referred to in subsection (b) being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any dispute, which may arise out of or in connection with this Agreement and agrees not to claim that any such court is not a convenient or appropriate forum.

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                    (d) Other competent jurisdictions. The submission to the jurisdiction of the courts referred to in subsection (b) shall not (and shall not be construed so as to) limit the right of the UK Agents to take proceedings against any of the Credit Parties in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of the proceedings in any other jurisdiction, whether currently or not.

                    (e) Consent of enforcement. MSG and the UK Borrower hereby consent generally in respect of any legal action or proceeding arising out of or in connection with this Agreement to the giving of any relief of the issue of any process in connection with such action or proceeding including, without limitation, the making, enforcement or execution against any property whatsoever of any of the Credit Party (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceeding.

          13.14 Limitation of Liability. NO CLAIM MAY BE MADE BY THE UK BORROWER, ANY UK LENDER OR OTHER PERSON AGAINST ANY UK AGENT, ANY UK LENDER OR THE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, REPRESENTATIVES, AGENTS OR ATTORNEYS-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH UK BORROWER AND EACH UK LENDER HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

          13.15 Final Agreement. This Agreement and the other Loan Documents, including the US Credit Agreement and the US Loan Documents are intended by the UK Borrower, the UK Agents, and the UK Lenders to be the final, complete, and exclusive expression of the agreement between them. This Agreement and the other Loan Documents supersede any and all prior oral or written agreements relating to the subject matter hereof between the UK Borrower and the UK Agent or any Lender. No modification, rescission, waiver, release, or amendment of any provision of this Agreement or any other Loan Document shall be made, except by a written agreement signed by the UK Borrower and a duly authorized officer of each of the UK Agents and the Required Lenders (or where required hereunder, all Lenders).

          13.16 Counterparts. This Agreement may be executed in any number of counterparts, and by the Administrative Agent, the UK Agent, each UK Lender and the UK Borrower in separate counterparts, each of which shall be an original, but all of which shall together constitute one and the same agreement; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

          13.17 Captions. The captions contained in this Agreement are for convenience of reference only, are without substantive meaning and should not be construed to modify, enlarge, or restrict any provision.

          13.18 Right of Setoff. In addition to any rights and remedies of the UK Lenders provided by law, if an Event of Default exists or the Loans have been accelerated, each UK Lender is authorized at any time and from time to time, without prior notice to the UK Borrower, any such notice being waived by the UK Borrower to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at

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any time owing by, such UK Lender or any Affiliate of such UK Lender to or for the credit or the account of either UK Borrower against any and all Obligations owing to such UK Lender by a UK Borrower, now or hereafter existing, irrespective of whether or not the UK Agent or such UK Lender shall have made demand under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each UK Lender agrees promptly to notify the UK Borrower and the UK Agent after any such set-off and application made by such UK Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding the foregoing, no UK Lender shall exercise any right of set-off, banker’s lien, or the like against any deposit account or property of the UK Borrower held or maintained by such UK Lender without the prior written unanimous consent of the UK Lenders.

          13.19 Confidentiality.

                    (a) The UK Borrower hereby consents that each UK Agent and each UK Lender may issue and disseminate to the public general information describing the credit accommodation entered into pursuant to this Agreement, including the name and address of the UK Borrower and a general description of the UK Borrower’s businesses and may use the UK Borrower’s name in advertising and other promotional material.

                    (b) Each UK Agent and each UK Lender severally agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information identified as “confidential” or “secret” by the UK Borrower and provided to such UK Agent or UK Lender by or on behalf of the UK Borrower, under this Agreement or any other Loan Document, except to the extent that such information (i) was or becomes generally available to the public other than as a result of disclosure by such UK Agent or UK Lender, or (ii) was or becomes available on a nonconfidential basis from a source other than the UK Borrower, provided that such source is not bound by a confidentiality agreement with the UK Borrower known to such UK Agent or UK Lender; provided, however, that any UK Agent and any UK Lender may disclose such information (1) at the request or pursuant to any requirement of any Governmental Authority to which such UK Agent or UK Lender is subject or in connection with an examination of such UK Agent or UK Lender by any such Governmental Authority; (2) pursuant to subpoena or other court process; (3) when required to do so in accordance with the provisions of any applicable Requirement of Law; (4) to the extent reasonably required in connection with any litigation or proceeding (including, but not limited to, any bankruptcy proceeding) to which any UK Agent, any UK Lender or their respective Affiliates may be party; (5) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document; (6) to such UK Agent’s or such UK Lender’s independent auditors, accountants, attorneys and other professional advisors, provided that they are advised (and UK Agents and UK Lender will advise) by UK Agents or UK Lender that such information is confidential; (7) to any prospective Participant or Transferee in connection with the syndication of the Loans and the Aggregate Commitments under any UK Transfer Agreement, actual or potential, provided that such prospective Participant or Transferee agrees to keep such information confidential to the same extent required of any UK Agent and the UK Lenders hereunder; (8) as expressly permitted under the terms of any other document or agreement regarding confidentiality to which the UK Borrower is party with such UK Agent or such UK Lender, and (9) to its Affiliates, provided that any UK Agent or UK Lender agrees to cause its Affiliate to keep such information confidential to the same extent required of any UK Agent or UK Lender hereunder.

          13.20 Conflicts with Other Loan Documents. Unless otherwise expressly provided in this Agreement (or in another Loan Document by specific reference to the applicable provision contained in this Agreement), if any provision contained in this Agreement conflicts with any provision of any other Loan Document, the provision contained in this Agreement shall govern and control.

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          13.21 Currency Indemnity. If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any of the other Loan Documents, it becomes necessary to convert into the currency of such jurisdiction (the “Judgment Currency”) any amount due under this Agreement or under any of the other Loan Documents in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at the Spot Rate at which the UK Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency prevailing on the Applicable Business Day before the day on which judgment is given. In the event that there is a change in the rate of Exchange Rate prevailing between the Applicable Business Day before the day on which the judgment is given and the date of receipt by the UK Agent of the amount due, the UK Borrower will, on the date of receipt by the UK Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by the UK Agent and the UK Lenders on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the UK Agent is the amount then due under this Agreement or such other of the Loan Documents in the Currency Due. If the amount of the Currency Due which the UK Agent is able to purchase is less than the amount of the Currency Due originally due to it, the UK Borrower shall indemnify and save the UK Agent and the UK Lenders harmless from and against loss or damage arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the UK Agent from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any of the other Loan Documents or under any judgment or order.

          13.22 Reinstatement. To the maximum extent permitted by law, this UK Credit Agreement, and the UK Obligations, shall continue to be effective or be reinstated, as the case may be, if at any time any amount received by any Agent or Lender in respect of the UK Obligations is rescinded or must otherwise be restored or returned by any such Person upon the insolvency, administration, bankruptcy, dissolution, liquidation or reorganization of the UK Borrower or any other Person or upon the appointment of any receiver, intervenor, conservator, trustee or similar official for the UK Borrower or any other Person or any substantial part of its assets, or otherwise, all as though such payments had not been made.

          13.23 Register. The UK Agent, acting for this purpose as an agent of the UK Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the UK Lenders, and the Commitments of, and principal amount of the Loans and Letter of Credit disbursements owing to, each UK Lender pursuant to the terms hereof from time to time (the “UK Register”). Absent manifest error, the entries in the Register shall be conclusive, and the UK Borrower, the UK Agent, the Letter of Credit Issuers and the UK Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a UK Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the UK Borrower, the Letter of Credit Issuers and any UK Lender, at any reasonable time and from time to time upon reasonable prior notice.

[Signature pages follow]

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                    IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above written.

“US BORROWER”
MOBILE STORAGE GROUP, INC.
By:
	Name:
	Title:
“US BORROWER”
MOBILE SERVICES GROUP, INC.
By:
	Name:
	Title:
“PARENT GUARANTOR”
MSG WC HOLDINGS CORP.
By:
	Name:
	Title:
“UK BORROWER”
RAVENSTOCK MSG LIMITED
By:
	Name:
	Title:
“INTERMEDIARY”
MSG WC INTERMEDIARY CO.
By:
	Name:
	Title:

“ADMINISTRATIVE AGENT”
THE CIT GROUP/BUSINESS CREDIT, INC., as the Administrative Agent
By:
	Name: Neal Mulford
	Title: Senior Vice President
“UK AGENT”
THE CIT GROUP/BUSINESS CREDIT, INC., as the Administrative Agent
By:
	Name: Neal Mulford
	Title: Senior Vice President
“UK FRONTING LENDER”
THE CIT GROUP/BUSINESS CREDIT, INC., as the Administrative Agent
By:
	Name: Neal Mulford
	Title: Senior Vice President

“LENDERS”
THE CIT GROUP/BUSINESS CREDIT, INC., as a Lender
By:
	Name: Neal Mulford
	Title: Senior Vice President

ANNEX A
to
US Credit Agreement and UK Credit Agreement

Definitions

                    Capitalized terms used in the Loan Documents shall have the following respective meanings (unless otherwise defined therein), and all section references in the following definitions shall refer to sections of the Agreement:

                    “ABMSC” means A Better Mobile Storage Company, a California corporation.

                    “Accounts” of a Person means such Person’s now owned or hereafter acquired or arising accounts, as defined or used in the UCC (if in reference to Person that is a US Credit Party) or the Companies Act (if in reference to Person that is a UK Credit Party), including any rights to payment for the sale or lease of goods or rendition of services, whether or not they have been earned by performance, all rights to payment under Chattel Paper, all payment intangibles, as defined in the UCC, arising under leases, all book debts and all “Receivables” as defined in the UK Debenture.

                    “Account Debtor” means each Person obligated in any way on or in connection with an Account, Chattel Paper or General Intangibles (including a payment intangible).

                    “ACH Transactions” means any cash management or related services including the automatic clearing house transfer of funds by the Bank for the account of any Credit Party pursuant to agreement or overdrafts.

                    “Acquisition Agreement” means the Agreement and Plan of Merger, dated May 24, 2006, by and among the Parent Guarantor, Acquisition Sub and Mobile Services as amended by the Amendment to Agreement and Plan of Merger dated as of June 9, 2006.

                    “Acquisition Documents” means, collectively, the Acquisition Agreement all schedules, exhibits and annexes thereto, and all side letters and agreements affecting the terms thereof or entered into connection therewith.

                    “Acquisition”: means the acquisition of all of the issued and outstanding Capital Stock of Mobile Services pursuant to the Acquisition Agreement whereby Acquisition Sub shall merge with Mobile Services with Mobile Services as the surviving entity.

                    “Acquisition Sub” means MSG WC Acquisition Corp., a Delaware Corporation.

                    “Acquisition Carry Forward Amount” has the meaning specified in clause (i) of the definition of “Restricted Investment.”

                    “Acquisition to CapEx Transfer Amount” means, with respect to each Fiscal Year, the amount up to the lesser of the Dollar Equivalent of $15,000,000 and the amount permitted as Permitted Acquisitions in any given Fiscal Year applied by the Credit Parties, in their sole discretion, to the making or incurring of a Capital Expenditure pursuant to Section 7.26 and Section 7.26 of the UK Credit Agreement, rather than a Permitted Acquisition pursuant to Section 7.10(c) of the US Credit Agreement and Section 7.10(c) of the UK Credit Agreement, such amount for each Fiscal Year to be certified by the US Borrower Representative to the Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year; provided that any amount so applied under the Existing US Credit

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Agreement and the Existing UK Credit Agreement prior to the Closing Date for any Fiscal Year shall automatically deemed similarly so applied and shall be included for purposes of this definition.

                    “Adjusted Net Income” means, with respect to any fiscal period of the Credit Parties, the consolidated net income of the Credit Parties and their Consolidated Subsidiaries after provision for income taxes for such fiscal period, as determined in accordance with GAAP and reported on the Financial Statements for such period, excluding (without duplication) any and all of the following included in such net income: (a) gain or loss arising from the sale of any capital assets other than in the ordinary course of business; (b) gain or loss arising from any write-up or write-down in the book value of any asset; (c) earnings of any Person (other than a Consolidated Subsidiary) in which a Credit Party or any of its Subsidiaries has an ownership interest unless (and only to the extent) such earnings shall actually have been received by such Credit Party or such Subsidiary in the form of cash distributions; (d) gain or non-cash loss arising from the acquisition of debt or equity securities of a Credit Party or any of its Subsidiaries or from cancellation or forgiveness of Debt; and (e) prepayment penalties paid in connection with the refinancing of the Existing Indebtedness and other Debt if and only to the extent that (i) all such Debt either was evidenced by the Existing Indebtedness or was and is incurred in compliance with Section 7.13 hereof and (ii) the net proceeds of the Debt incurred to retire existing Debt are sufficient to pay in cash in full such prepayment penalties.

                    “Administrative Agent” means The CIT Group/Business Credit, Inc., a New York corporation, or any successor entity thereto, solely in its capacity as administrative agent for the US Lenders and security agent for the US Lenders, and any successor agent.

                    “Affiliate” means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person or (with reference to any Person other than a Lender) which owns, directly or indirectly, five percent (5%) or more of the outstanding equity interest of such Person; provided, however, that no portfolio companies of Welsh Carson or any other funds controlled by Welsh Carson Anderson & Stowe (other than the Credit Parties and their respective Subsidiaries) shall be deemed Affiliates of a Credit Party or any Subsidiary thereof. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract, or otherwise.

                    “Agency” means any third party at whose premises a Credit Party maintains Inventory on a regular basis and who provides services related to the sale or lease of such Inventory, including the delivery thereof.

                    “Agent Advances” has the meaning specified in Section 1.2(i) of the US Credit Agreement and Section 1.2(i) of the UK Credit Agreement.

                    “Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, counsel, representatives, agents and attorneys-in-fact of the Agents and such Affiliates.

                    “Agents” means, collectively, the US Agent and the UK Agents.

                    “Agents’ Liens” means US Agents’ Liens and the UK Agents’ Liens.

                    “Aggregate Availability” means an amount equal to the sum of the US Availability and the Dollar Equivalent of the UK Availability.

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                    “Aggregate Commitments” means, collectively, the US Commitments and UK Commitments.

                    “Aggregate Outstandings” means, at any date of determination, the sum of US Aggregate Outstandings and UK Aggregate Outstandings.

                    “Agreement” means the UK Credit Agreement or the US Credit Agreement, as applicable, to which this Annex A is attached, as from time to time amended, modified or restated.

                    “Anniversary Date” means each anniversary of the Closing Date.

                    “Anti-Terrorism Laws” means any laws relating to terrorism or money laundering, including Executive Order No. 13224 and the USA Patriot Act.

                    “Applicable Advance Rate” means (a) with respect to matters relating to the US Collateral, the US Advance Rate and (b) with respect to matters relating to the UK Collateral, the UK Advance Rate.

                    “Applicable Agents” means (a) with respect to matters relating to the US Credit Agreement, the US Agents and (b) with respect to matters relating to the UK Credit Agreement, the UK Agents.

                    “Applicable Agents’ Liens” means the Liens in the Collateral granted to the Applicable Security Agent, for the benefit of the Applicable Lenders and Applicable Agents pursuant to this Agreement and the other Loan Documents.

                    “Applicable Borrower Representative” means (a) with respect to matters relating to the US Credit Agreement, the US Borrower Representative and (b) with respect to matters relating to the UK Credit Agreement, the UK Borrower.

                    “Applicable Borrowers” means (a) with respect to matters relating to US Revolving Loans and Letters of Credit issued for the benefit of the US Borrowers and other matters relating to the US Credit Agreement, the US Borrowers, and (b) with respect to matters relating to UK Revolving Loans and Letters of Credit issued for the benefit of the UK Borrower and other matters relating to the UK Credit Agreement, the UK Borrower.

                    “Applicable Borrowing Base” means (a) with respect to matters relating to US Revolving Loans and Letters of Credit issued for the benefit of the US Borrowers and other matters relating to the US Credit Agreement, the US Borrowing Base, and (b) with respect to matters relating to UK Revolving Loans and Letters of Credit issued for the benefit of the UK Borrower and other matters relating to the UK Credit Agreement, the UK Borrowing Base.

                    “Applicable Business Day” means (a) with respect to matters relating to the US Credit Agreement, a US Business Day, (b) with respect to matters relating to UK Credit Agreement, a UK Business Day.

                    “Applicable Collateral” means (a) with respect to matters relating to US Security Documents, the US Collateral, and (b) with respect to matters relating to UK Security Documents, the UK Collateral.

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                    “Applicable Currency” means, as to any particular payment or Loan, Dollars or Pounds Sterling in which such Loan is denominated or is payable.

                    “Applicable Lenders” means (a) with respect to matters relating to US Revolving Loans and Letters of Credit issued for the benefit of the US Borrowers and other matters relating to the US Credit Agreement, the US Lenders, (b) with respect to matters relating to UK Revolving Loans and Letters of Credit issued for the benefit of the UK Borrower and other matters relating to the UK Credit Agreement, the UK Lenders.

                    “Applicable Margin” means:

(i)	with respect to US Base Rate Revolving Loans and all other Obligations of the US Borrowers (other than US LIBOR Revolving Loans), 1.00%;
(ii)	with respect to UK Base Rate Revolving Loans and all other Obligations of the UK Borrower (other than UK Sterling LIBOR Revolving Loans), 1.00%;
(iii)	with respect to US LIBOR Revolving Loans, 2.00%; and
(iv)	with respect to UK Sterling LIBOR Revolving Loans, 2.00%.

                    The Applicable Margins for Revolving Loans and the Applicable Unused Line Fee Rate shall be adjusted (up or down) prospectively on a quarterly basis as determined by the Consolidated Total Debt to Pro Forma EBITDA Ratio, commencing on December 31, 2006 with reference to the most recently delivered quarterly unaudited consolidated Financial Statements as of the end of the first three Fiscal Quarters in any Fiscal Year or annual audited Financial Statements (as applicable). Adjustments in Applicable Margins shall be determined by reference to the following grids:

If Consolidated Total Debt to Pro Forma EBITDA Ratio is:	Level of Applicable Margins:
> = 6.0:1	Level I
> = 5.0:1, but < 6.0:1	Level II
> = 4.0:1, but < 5.0:1	Level III
< 4.0:1	Level IV

High to Low
	Applicable Margins
	Level I		Level II		Level III		Level IV
Base Rate Revolving Loans	1.25	%	1.00	%	0.75	%	0.50	%
LIBOR and Sterling LIBOR Loans	2.25	%	2.00	%	1.75	%	1.50	%
Applicable Unused Line Fee Rate	0.50	%	0.375	%	0.375	%	0.25	%

                    All adjustments in the Applicable Margins for Revolving Loans on or after December 31, 2006 shall be implemented quarterly on a prospective basis, for each calendar month commencing at least 5 days after the date of delivery to the Lenders of quarterly unaudited consolidated Financial Statements as of the end of the first three Fiscal Quarters in any Fiscal Year or annual audited Financial Statements (as applicable) evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, the Borrowers shall deliver to the Administrative Agent and the Lenders a certificate, signed by the chief financial officer of the US Borrower, setting forth in reasonable detail the basis for the

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continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in the Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If a Default or Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins for Revolving Loans is to be implemented, no reduction may occur until the first day of the first calendar month following the date on which such Default or Event of Default is waived or cured.

                    “Applicable Required Lenders” means (a) with respect to matters relating to the US Credit Agreement, the US Required Lenders and (b) with respect to matters relating to the UK Credit Agreement, the UK Required Lenders.

                    “Applicable Security Agent” means (a) with respect to matters relating to the US Credit Agreement and US Loan Documents, the Administrative Agent and (b) with respect to matters relating to the UK Credit Agreement and UK Loan Documents, the UK Security Trustee.

                    “Applicable Unused Line Fee Rate” means 0.375% per annum as adjusted in accordance with the determination of Applicable Margin.

                    “Appraisal Reserves” means any reserves that the Administrative Agent or the UK Agent, as applicable, from time to time establishes in its reasonable discretion, for any appraisal.

                    “Appraiser” means Hilco Appraisal Services, LLC, (“Hilco”) or such other appraiser selected by the Administrative Agent; provided that, so long as no Event of Default has occurred and is continuing, the Administrative Agent shall use its reasonable best efforts to select Hilco and only if after using such reasonable best efforts Hilco is not available, such other appraiser as will employ the methodologies utilized by Hilco in respect of the valuations of the Borrower’s assets used to determine the Applicable Borrowing Base as of the Closing Date. For the avoidance of doubt, each Borrower acknowledges and agrees that, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall select an appraiser in its sole discretion, but shall use reasonable best efforts to cause such appraiser to utilize the methodology applied by Hilco in respect of the valuation of the Borrower’s assets to determine the Applicable Borrowing Base as of the Closing Date.

                    “Approved Currency” mean any of Dollars, Pounds Sterling, Canadian Dollars or Euro.

                    “Assignee” has the meaning specified in Section 11.2(a) of the US Credit Agreement.

                    “Assignment and Acceptance” has the meaning specified in Section 11.2(a) of the US Credit Agreement.

                    “Attorney Costs” means and includes all reasonable and documented fees, expenses and out-of-pocket disbursements of any law firm or other counsel engaged by any of the Agents, from and after the Closing Date;

                    “Bank Product Provider” means any Lender or any Affiliate of a Lender, or any successor entity thereto, providing Bank Products to the Borrowers. Any such Lender or Affiliate that enters into a transaction with the Borrower in respect of Bank Products (i) shall promptly provide the Administrative Agent notice of such Bank Product arrangements with a Borrower and an estimate of the maximum liability of such Borrower to such Bank Product Provider thereunder and (ii) shall agree to

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appoint the Applicable Agents as its agents for purposes of the applicable Loan Documents and be bound by the terms set forth in Article 12 of this Agreement in connection therewith.

                    “Bank Reference Rate” means JPMorgan Chase Bank N.A.’s reference rate for Pounds Sterling, being the rate time to time set by JPMorgan Chase Bank N.A. based on various factors including the JPMorgan Chase Bank N.A.’s cost of funds, desired return and general economic conditions and which is used as a reference point for pricing loans made by it in Pounds Sterling.

                    “Bank Product Reserves” means all reserves which the Administrative Agent or the UK Agent, as applicable, from time to time establishes in its reasonable discretion for the Bank Products then provided or outstanding.

                    “Bank Products” means either US Bank Products or UK Bank Products or both of them.

                    “Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.) as amended from time to time.

                    “Base Rate Revolving Loans” means, collectively, the US Base Rate Revolving Loans and the UK Base Rate Revolving Loans.

                    “Blocked Account Agreement” means an agreement among any Borrower, any Guarantor, the Applicable Security Agent and a Clearing Bank, in form and substance reasonably satisfactory to the Applicable Security Agent and Applicable Borrower Representative, concerning the collection of payments which represent the proceeds of Accounts or of any other Collateral.

                    “Blocked Person” means (a) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (c) a Person or entity with which any bank or other financial institution is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (d) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224; (5) a Person or entity that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control (OFAC) at its official website or any replacement website or other replacement official publication of such list; (e) a Person or entity who is affiliated with a Person or entity listed above; or (f) an agency of the government of, an organization directly or indirectly controlled by, or a Person resident in, a country on any official list maintained by OFAC.

                    “Book Value of Eligible Machinery and Equipment” shall mean the net book value of Eligible Machinery and Equipment, determined in accordance with GAAP.

                    “Book Value of Eligible Rental Fleet Assets” shall mean the net book value of Eligible Rental Fleet Assets, determined in accordance with GAAP.

                    “Borrower” and “Borrowers” means each of the US Borrowers and the UK Borrower and all of them.

                    “Borrower Representative” means the US Borrower Representative.

                    “Borrowing Base Certificate” means a certificate by a Responsible Officer of the Applicable Borrower Representative, substantially in the form of Exhibit B to the US Credit Agreement

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and the UK Credit Agreement (or another form reasonably acceptable to the Administrative Agent and the UK Agent acting jointly) setting forth the calculation of the UK Borrowing Base or US Borrowing Base, as applicable, including a calculation of each component thereof, all in such detail as shall be reasonably satisfactory to the Administrative Agent or, in the case of the UK Borrowing Base, the UK Agent. All calculations of the Applicable Borrowing Base in connection with the preparation of any Borrowing Base Certificate shall originally be made by the Applicable Borrower Representative and certified to the Administrative Agent or, in the case of the UK Borrowing Base, the UK Agent; provided, that (a) the Administrative Agent shall have the right to review and adjust, in the exercise of its reasonable credit judgment, any such calculation (1) to reflect its reasonable estimate of declines in value of any of the Collateral described therein, and (2) to the extent that such calculation is not in accordance with this Agreement and (b) the UK Agent, shall have the right to review and adjust, in the exercise of its sole discretion, any such calculation (1) to reflect its estimate of declines in value of any of the Collateral described therein, and (2) to the extent that such calculation is not in accordance with this Agreement.

                    “Borrowings” means US Borrowings and UK Borrowings.

                    “Canadian Dollars” mean Canadian dollars in the lawful currency of Canada.

                    “Capital Adequacy Regulation” means any guideline, request or directive of any central bank or other Governmental Authority, or any other law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any bank or of any corporation controlling a bank.

                    “Capital Expenditure to Acquisitions Transfer Amount” means, with respect to each Fiscal Year, the amount up to the Dollar Equivalent of $15,000,000 applied by the Credit Parties, in their discretion, to the making of Permitted Acquisitions pursuant to Section 7.10(c) of the US Credit Agreement and Section 7.10(c) of the UK Credit Agreement, rather than Capital Expenditures pursuant to Section 7.26 of the US Credit Agreement and Section 7.26 of the UK Credit Agreement, such amount for each Fiscal Year to be certified by the US Borrower Representative to the Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year.

                    “Capital Expenditures” means all payments due (whether or not paid during any fiscal period) in respect of the cost of any Fixed Asset, Rental Fleet Asset or improvement, or replacement, substitution, or addition thereto, including those costs arising in connection with the direct or indirect acquisition of such asset by way of increased product or service charges or in connection with a Capital Lease. Notwithstanding the foregoing, Capital Expenditures shall not include (i) Rental Fleet Assets or Machinery and Equipment purchased substantially simultaneously with the trade-in of existing Rental Fleet Assets or Machinery and Equipment to the extent of the trade-in credit therefor, (ii) Rental Fleet Assets or Fixed Assets purchased with proceeds of Rental Fleet Assets or Fixed Assets sold in that Fiscal Year, (iii) expenditures to acquire assets in a Permitted Acquisition; (iv) Capital Leases existing on the Closing Date; (v) expenditures made to restore, rebuild or replace property following any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made or financed with proceeds received or to be received from insurance, condemnation or other similar proceeds; (vii) expenditures made to the extent reimbursed by a Person other than the Credit Parties and their Subsidiaries and (viii) expenditures constituting capitalized interest.

                    “Capital Lease” means any lease of property which, in accordance with GAAP, should be reflected as a capital lease on the balance sheet of the applicable Person.

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                    “Capital Stock” means all equity interests in a Person, whether common stock, preferred stock, partnership interests, limited liability company interests, membership interests, options, warrants, stock or equity appreciation rights, or otherwise.

                    “Cash Interest Coverage Ratio” means, for any period, the ratio of EBITDA to the sum of (i) total interest expense payable by Mobile Services and its Subsidiaries in cash during such period; (ii) any distributions in cash made during such period pursuant to Section 7.10(a)(iv) and (iii) any distributions in cash made during such period pursuant to Section 7.10(a)(viii) for the purpose of making interest payments with respect to the Mezzanine Notes.

                    “Change in Control” means

                    (a) prior to a public offering of stock by the Parent Guarantor registered pursuant to the Securities Act (an “IPO”), the failure of Welsh Carson and its Affiliates to beneficially own in the aggregate, free and clear of all Liens, at least 50% of the outstanding shares of Voting Stock of the Parent Guarantor on a fully diluted basis;

                    (b) after an IPO, (i) the failure of Welsh Carson and its Affiliates to beneficially own in the aggregate free and clear of all Liens, at least 30% of the outstanding Voting Stock of the Parent Guarantor on a fully diluted basis, (ii) the acquisition, directly or indirectly, by any person or group (as defined in Section 13(d)(3) under the Exchange Act) (other than any Affiliates of Welsh Carson) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Exchange Act) of a percentage of the outstanding Voting Stock of the Parent Guarantor that exceeds in the aggregate the percentage of Voting Stock then beneficially owned (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Exchange Act) by the Welsh Carson or (iii) the board of directors of the Parent Guarantor shall not consist of a majority of “Continuing Directors” (such term being defined as directors of the Parent Guarantor on the Closing Date and each other director, if such other director’s nomination for election to the board of directors is recommended by a majority of the then Continuing Directors or is recommended by a committee of the board of directors, a majority of which is composed of the then Continuing Directors or if such other director receives the affirmative vote of Welsh Carson or its Affiliates);

                    (c) (i) the failure of the Parent Guarantor to directly own beneficially and of record all of the outstanding Voting Stock of Mobile Services or directly or indirectly own beneficially and of record all of the outstanding Voting Stock of MSG and each other Credit Party or (ii) the failure of Mobile Services to directly own beneficially and of record all of the outstanding Voting Stock of MSG, in the case of clauses (i) and (ii) on a fully diluted basis, and free and clear of all Liens except the Applicable Agents’ Liens;

                    (d) so long as the UK Revolving Facility has not been terminated or there are any Obligations owing with respect to the UK Revolving Facility (other than in the case where the UK Commitments are being terminated and all Obligations in respect of the UK Revolving Facility are being repaid or cash collateralized on terms reasonably satisfactory to the Administrative Agent contemporaneously with the diminution of MSG’s ownership in Ravenstock), the failure of the Parent Guarantor to directly or indirectly own beneficially and of record all of the outstanding Voting Stock of the UK Borrower and the other UK Credit Parties on a fully diluted basis, and free and clear of all Liens except the Applicable Agents’ Liens; or

                    (e) the occurrence (whether before or after an IPO) of a “Change of Control” or “Change in Control” (however defined) under the Senior Unsecured Notes, Mezzanine Notes or under any provision of any other agreement governing Debt or Preferred Stock with a principal amount in

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excess of $7,500,000 which requires the repurchase or offer to repurchase of such Debt or Capital Stock upon a change in ownership of MSG, Mobile Services or the Parent Guarantor.

                    “Chattel Paper” means, with respect to any Person, all of such Person’s now owned or hereafter acquired chattel paper, as defined in the UCC, including electronic chattel paper.

                    “Clearing Bank” means any banking institution selected by the Administrative Agent and the Borrower Representative with whom a Payment Account has been established pursuant to a Blocked Account Agreement.

                    “Closing Date” means the date of the US Credit Agreement and the UK Credit Agreement.

                    “Closing Date MAE” means a change or effect that is materially adverse to the assets, liabilities, business, financial condition or results of operations of the Borrowers and its Subsidiaries taken as a whole, other than any such change or effect, directly or indirectly, (a) resulting from or arising in connection with (i) general political, economic, financial, capital markets or industry-wide conditions, (ii) this Agreement, the transactions contemplated hereby or the announcement or other disclosure of this Agreement or the transactions contemplated hereby, (iii) conditions disclosed in any schedules to any Loan Documents as in existence on the date hereof (but excluding any material worsening or deterioration of such condition), (iv) any breach by any Agent, Lender or the Letter of Credit Issuer of this Agreement or any other Loan Document, or (v) the taking of any action or the omission to take any action expressly required by this Agreement or any other Loan Document; or (b) attributable to the fact that investors in Parent Guarantor are, prior to the Closing Date, prospective owners, and as of the Closing Date, owners, of the Borrowers and its Subsidiaries.

                    “Code” means the Internal Revenue Code of 1986, as amended from time to time.

                    “Collateral” means either of the US Collateral or the UK Collateral or both of them.

                    “Commitment Percentage” means, at any time, for each Lender, the percentage obtained by dividing (a) such Lender’s US Commitment or UK Commitment, as applicable by (b) the aggregate amount of the US Commitment and UK Commitment; provided that at any time when the US Commitment and UK Commitment shall have been terminated, each Lender’s Commitment Percentage shall be the Commitment Percentage as in effect immediately prior to such termination.

                    “Companies Act” means the Companies Act 1985 of the United Kingdom (as amended or otherwise re-enacted from time to time).

                    “Compliance Certificate” has the meaning specified in Section 5.2(d) of the US Credit Agreement and Section 5.2(d) of the UK Credit Agreement.

                    “Consolidated Total Debt” means, as of any date of determination, the aggregate principal amount of all Debt of the Credit Parties and their Subsidiaries (other than the Mezzanine Debt) as of such date, determined on a consolidated basis in accordance with GAAP.

                    “Consolidated Total Debt to Pro Forma EBITDA Ratio” means, as of any date of determination, Consolidated Total Debt as of such date to Pro Forma EBITDA for the four Fiscal Quarter period ending on such date.

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                    “Contaminant” means any substance, waste, pollutant, hazardous substance, toxic substance, hazardous waste, petroleum or petroleum-derived substance or waste, asbestos in any form or condition, polychlorinated biphenyls (“PCBs”), or any constituent of any such substance listed in, defined in or regulated by any Environmental Law.

                    “Continuation/Conversion Date” means the date on which a Loan is converted into or continued as a LIBOR Loan.

                    “Continuing Director” has the meaning specified in the definition of “Change of Control.”

                    “Credit Agreement” shall mean each of the US Credit Agreement and the UK Credit Agreement, and both of them.

                    “Credit Facilities” means the Total US Facility and Total UK Facility.

                    “Credit Party” means any US Credit Party and/or any UK Credit Party and any other Person who, from time to time, is a guarantor of the Obligations of any Credit Party or have granted a Lien to secure the Obligations of any Credit Party.

                    “Credit Support” has the meaning specified in Section 1.4(a) of the US Credit Agreement or Section 1.4(a) of the UK Credit Agreement, as applicable.

                    “Currency Due” has the meaning specified in Section 13.19 of the US Credit Agreement or Section 13.21 of the UK Credit Agreement, as applicable.

                    “Debt” of a Person means, without duplication, all liabilities, obligations and indebtedness of such Person to any other Person consisting of indebtedness for borrowed money or the deferred purchase price of property, of any kind or nature, now or hereafter owing, arising, due or payable, howsoever evidenced, created, incurred, acquired or owing, whether primary, secondary, direct, contingent, fixed or otherwise, including (a) all Loans and reimbursement obligations with respect to Letters of Credit; (b) all obligations evidenced by bonds, loan stock, debentures, notes or similar instruments; (c) all obligations and liabilities of any other Person secured by any Lien on such Person’s property, even though such Person shall not have assumed or become liable for the payment thereof; provided, however, that all such obligations and liabilities which are limited in recourse to such property shall be included in Debt only to the extent of the book value of such property as would be shown on a balance sheet of such Person prepared in accordance with GAAP; (d) all obligations or liabilities created or arising under any Capital Lease or conditional sale or other title retention agreement with respect to property used or acquired by such Person, even if the rights and remedies of the lessor, seller or lender thereunder are limited to repossession of such property; provided, however, that all such obligations and liabilities which are limited in recourse to such property shall be included in Debt only to the extent of the book value of such property as would be shown on a balance sheet of such Person prepared in accordance with GAAP; (e) all reimbursement obligations under letters of credit or bankers acceptances; (f) all obligations and liabilities under Guaranties and (g) the present value (discounted at the US Base Rate) of lease payments due under any synthetic lease.

                    “Default” means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured, waived, or otherwise remedied during such time) constitute an Event of Default.

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                    “Default Rate” means a fluctuating per annum interest rate at all times equal to the sum of (a) the otherwise applicable Interest Rate or Letter of Credit Fees, as applicable, plus (b) two percent (2%) per annum. Each Default Rate shall be adjusted simultaneously with any change in the applicable Interest Rate.

                    “Defaulting Lender” has the meaning specified in Section 12.14(c) of the US Credit Agreement and Section 12.14(c) of the UK Credit Agreement.

                    “Defaulting Participant” has the meaning specified in Section 1.8 of the UK Credit Agreement.

                    “Deposit Accounts” means, with respect to any Person, all “deposit accounts” as such term is defined in the UCC, now or hereafter held in the name of such Person.

                    “Designated Account” has the meaning specified in Section 1.2(c)(3) of this Agreement.

                    “Distribution” means, in respect of any Person: (a) the payment or making of any dividend or other distribution of property in respect of Capital Stock (or any options or warrants for, or other rights with respect to, such Capital Stock) of such Person, other than distributions in Capital Stock (or any options or warrants for such stock) of the same class; or (b) the redemption or other acquisition by such Person of any Capital Stock (or any options or warrants for such Capital Stock) of such Person.

                    “Documentation Agent” means Wachovia Capital Finance Corporation (Western), Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc.and Textron Financial Corporation, in their capacity as documentation agents, and any successor agent.

                    “Documents” means, with respect to any Person, all documents, as such term is defined in the UCC, including bills of lading, warehouse receipts or other documents of title, now owned or hereafter acquired by such Person.

                    “DOL” means the United States Department of Labor or any successor department or agency.

                    “Dollar” and “$” means dollars in the lawful currency of the United States. Unless otherwise specified, all payments under the Loan Documents by the US Credit Parties shall be made in Dollars.

                    “Dollar Equivalent” means, at any time, (a) as to any amount denominated in Dollars, the amount thereof at such time and (b) as to any amount denominated in Pounds Sterling or any currency other than Dollars, the equivalent amount in Dollars as reasonably determined by the Administrative Agent at such time on the basis of the Spot Rate for the purchase of Dollars with Pounds Sterling or such other currency on the most recent computation date.

                    “EBITDA” means, with respect to any fiscal period, for Mobile Services and its Subsidiaries, determined on a consolidated basis, the sum (without duplication) of the following, determined in accordance with GAAP: (a) Adjusted Net Income; plus (b) the amount deducted in determining net income representing amortization; plus (c) the amount deducted in determining net income of all income tax provision; plus (d) interest expense; plus (e) the amount deducted in determining net income representing depreciation of assets; plus (f) the amount deducted in determining net income for any non-cash write-down of goodwill pursuant to FASB 142; plus (g) an amount equal to the amount of all non-cash expenses and charges deducted in determining net income other than any such non-cash

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item to the extent it represents an accrual of reserves for cash expenditures in any future period; plus (h) other non-cash extraordinary, nonrecurring, unusual expenses or charges not in the ordinary course of business other than any such non-cash item to the extent it represents an accrual of reserves for cash expenditures in any future period; plus (i) any expenses or charges related to any offering, investment, acquisition, disposition, recapitalization or Debt permitted to be incurred under this Agreement including a refinancing thereof (whether or not successful), including such fees, expenses or charges related to the Acquisition, the offering of the Senior Unsecured Notes, the Mezzanine Notes and this Agreement, and, in each case, deducted in computing Adjusted Net Income; plus (j) any professional and underwriting fees related to any offering, investment, acquisition, recapitalization or Debt permitted to be incurred under this Agreement and, in each case, deducted in such period in computing Adjusted Net Income; plus (k) any other cash extraordinary expenses in an aggregate amount not to exceed $2,000,000 for any fiscal period; plus or minus (l) the cumulative effect of accounting changes resulting from changes to GAAP since December 14, 2003.

                    “Eligible Accounts” means, with respect to the US Collateral, the Accounts of the US Borrowers and each of the US Subsidiary Guarantors which the Administrative Agent, reasonably determines to be Eligible Accounts of the US Borrowers and each of the US Subsidiary Guarantors; and, with respect to the UK Collateral, the Accounts of the UK Borrower and each of the UK Borrowing Base Parties which the UK Agent, in its capacity as the UK Agent under the UK Credit Agreement, determines to be Eligible Accounts of the UK Borrower and each of the UK Borrowing Base Parties. Without limiting the discretion of the Administrative Agent or UK Agent, as applicable, to establish other criteria of ineligibility, Eligible Accounts shall not, unless the Administrative Agent or UK Agent, as applicable, in its sole discretion elects, include any Account:

                    (a) with respect to which more than 90 days have elapsed since the date of the original invoice therefor;

                    (b) with respect to which any of the representations, warranties, covenants, and agreements contained in the US Security Agreement or the UK Debenture are incorrect or have been breached;

                    (c)  with respect to which Account (or any other Account due from such Account Debtor), in whole or in part, a check, promissory note, draft, trade acceptance or other instrument for the payment of money has been received, presented for payment and returned uncollected for any reason;

                    (d) which represents a progress billing (as hereinafter defined) or as to which the applicable Credit Party has extended the time for payment without the consent of the Administrative Agent or UK Agent, as applicable; for the purposes hereof, “progress billing” means any invoice for goods sold or leased or services rendered under a contract or agreement pursuant to which the Account Debtor’s obligation to pay such invoice is conditioned upon the applicable Credit Party’s completion of any further performance under the contract or agreement except to the extent such obligation to pay has effectively accrued by completion or performance and is not disputed;

                    (e) with respect to which any one or more of the following events has occurred to the Account Debtor on such Account: death or judicial declaration of incompetency of an Account Debtor who is an individual; the filing by or against the Account Debtor of a request, application or petition for liquidation, reorganization, arrangement, administration, compromise, adjustment of debts, adjudication as a bankrupt, winding-up, or other relief under the bankruptcy, insolvency, or similar laws of the United States, any state or territory thereof, or any foreign jurisdiction, now or hereafter in effect; the making of any general assignment by the Account Debtor for the benefit of creditors; the appointment of an interim receiver, receiver, administrative receiver, administrator, receiver and manager or trustee for the Account

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Debtor or for any of the assets of the Account Debtor, including the appointment of or taking possession by a “custodian,” as defined in the Bankruptcy Code; the institution by or against the Account Debtor of any other type of insolvency proceeding (under the bankruptcy laws of the United States, any state or territory thereof or any non-US jurisdiction) or of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against, or winding up of affairs of, the Account Debtor; the sale, assignment, or transfer of all or any material part of the assets of the Account Debtor; the nonpayment generally by the Account Debtor of its debts as they become due; or any other inability of the Account Debtor to pay its debts as they fall due or the cessation of the business of the Account Debtor as a going concern;

                    (f) if fifty percent (50%) or more of the aggregate Dollar Equivalent amount of outstanding Accounts owed at such time by the Account Debtor thereon is classified as ineligible for any other reason under clauses (a) through (z) (other than clause (s)) of this definition;

                    (g) owed by an Account Debtor which: (i) with respect to Account Debtors of any US Borrower or any of the US Subsidiary Guarantors, does not maintain its chief executive office in the United States of America or Canada (other than the Province of Newfoundland), or with respect to Account Debtors of the UK Borrower or any of the UK Borrowing Base Parties, does not maintain its chief executive office in the European Union or Canada (other than the Province of Newfoundland); or (ii) is not organized under the laws of the United States of America or Canada or any state or province of any of the foregoing, in respect of Account Debtors of any US Borrower or any of the US Subsidiary Guarantors, or is not formed under the laws of any member of the European Union or Canada or any province thereof, in respect of Account Debtors of the UK Borrower or any of the UK Borrowing Base Parties; or (iii) is the government of any foreign country (or, in the case of the UK Borrower or any of the UK Borrowing Base Parties, any country other than the United Kingdom) or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof; except to the extent that such Account is secured or payable by a letter of credit reasonably satisfactory to the Administrative Agent or UK Agent, as applicable, in its discretion; provided that any Account of an Account Debtor organized in Canada or a country admitted to the European Union after December 16, 2003, shall be included in the calculation of Eligible Accounts only to the extent that (x) the Accounts located in Canada are not located in the Province of Quebec and (y) the aggregate value of Accounts located in countries admitted to the European Union after December 16, 2003 do not exceed 5% of the aggregate value of the Eligible Accounts of all UK Borrowing Parties (with an additional 5% availability at the sole discretion of the Administrative Agent).

                    (h) owed by an Account Debtor which is a Subsidiary, Affiliate, agent, officer or employee of any Borrower or any of their Subsidiaries;

                    (i) except as provided in clause (k) below, with respect to which either the perfection, enforceability, or validity of the Applicable Agents’ Liens in such Account, or the Applicable Security Agent’s right or ability to obtain direct payment to the Applicable Security Agent of the proceeds of such Account, is governed by any national, federal, state, provincial or local statutory requirements other than those of the UCC or, in the case of the UK Credit Parties, the Companies Act;

                    (j) owed by an Account Debtor to which the Applicable Borrower or any other Credit Party subject to any right of setoff, counterclaim or recoupment by the Account Debtor (except to the extent of amounts not subject to setoff counterclaim or recoupment), unless the Account Debtor has entered into an agreement reasonably acceptable to the Administrative Agent or UK Agent, as applicable, to waive setoff rights; or if the Account Debtor thereon has disputed liability or made any claim with respect to any other Account due from such Account Debtor; but in each such case only to the extent of such indebtedness, setoff, counterclaim, recoupment, dispute, or claim;

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                    (k) owed by the government of the United States of America, or any department, agency, public corporation, or other instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), and any other steps necessary to perfect the Applicable Agents’ Liens therein, have been complied with to the Administrative Agent’s or UK Agent’s, as applicable, satisfaction with respect to such Account;

                    (l) owed by any state, municipality, or other political subdivision of the United States of America, any other Governmental Authority or any department, agency, public corporation, or other instrumentality thereof and as to which the Administrative Agent determines that the Applicable Agents’ Lien therein is not or cannot be perfected;

                    (m) which represents a sale on a bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis;

                    (n) which is evidenced by a promissory note or other instrument or by Chattel Paper (other than an operating lease on the applicable Credit Party’s standard form or entered into in the ordinary course of the applicable Credit Party’s business);

                    (o) with respect to the US Credit Parties, if the Administrative Agent believes, in the exercise of its reasonable judgment, that the prospect of collection of such Account is impaired or that the Account may not be paid by reason of the Account Debtor’s financial inability to pay; or, with respect to the UK Credit Parties, if the UK Agent believes that the prospect of collection of such Account is impaired or that the Account may not be paid by reason of the Account Debtor’s financial inability to pay;

                    (p) with respect to which the Account Debtor is located in any jurisdiction requiring the filing of a Notice of Business Activities Report or similar report in order to permit the Applicable Borrower to seek judicial enforcement in such jurisdiction of payment of such Account, unless such Applicable Borrower has qualified to do business in such state or has filed a Notice of Business Activities Report or equivalent report for the then current year;

                    (q) which arises out of a sale or lease not made in the ordinary course of the applicable Credit Party’s business;

                    (r) with respect to which the goods giving rise to such Account have not been shipped and delivered to and accepted by the Account Debtor or the services giving rise to such Account have not been performed by the applicable Credit Party, and, if applicable, accepted by the Account Debtor, or the Account Debtor revokes its acceptance of such goods or services;

                    (s) owed by an Account Debtor which is obligated to the Credit Parties respecting Accounts for such Account Debtor and its Affiliates the aggregate unpaid balance of which exceeds fifteen percent (15%) (or in the case of each of Wal-Mart Stores, Inc., Target Corporation, The Home Depot, Inc. and Staples, Inc. and their Affiliates, thirty percent (30%)) of the aggregate unpaid balance of all Accounts owed to the Credit Parties at such time by all of the Credit Parties’ Account Debtors, but only to the extent of such excess;

                    (t) which is not subject to a first priority and perfected security interest in favor of the Applicable Security Agent for the benefit of the Lenders;

                    (u) which is owed by an Account Debtor which is an individual;

                    (v) which represents a sales tax accrual or a vendor rebate;

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                    (w) which represents unearned revenue or prebilled Accounts; provided, however, that any prepaid “pickup charges” shall not be ineligible because of the application of this clause (w) provided that such charges have been billed and collected in advance;

                    (x) which represents installment sales;

                    (y) in the case of Accounts of any US Borrower or any of the US Subsidiary Guarantors, is not payable in Dollars or, in the case of Accounts of the UK Borrower or any of the UK Borrowing Base Parties, is not payable in Pounds Sterling; and

                    (z) which is acquired from any Person or owned by any acquired Person other than as provided in the final paragraph of this definition of “Eligible Accounts.”

                    If any Account at any time ceases to be an Eligible Account, then such Account shall promptly be excluded from the calculation of Eligible Accounts. In any Permitted Acquisition, if the Applicable Borrower acquires a Person which owns Accounts, then such Accounts may be included in Eligible Accounts if (i) such Accounts meet all criteria of eligibility, (ii) if a Person which owns Rental Fleet Assets has been acquired, the Credit Parties shall have satisfied each condition with respect to designating such Person as an additional Credit Party under the US Credit Agreement or the UK Credit Agreement, as applicable, (iii) the US Credit Parties or the UK Credit Parties, as applicable, shall have permitted representatives of the Responsible Agent (at the expense of the US Borrowers or the UK Borrower, as applicable) to examine the corporate, financial and operating records with respect to such acquired Accounts or of such acquired Person and make copies thereof or abstracts therefrom and to discuss such Accounts or such acquired Person with the applicable Credit Parties and, if applicable, such acquired Person’s directors and officers, at reasonable times during normal business hours.

                    “Eligible Assignee” or “Eligible Transferee” means (a) a commercial bank, commercial finance company or other asset-based lender, having total assets in excess of the Dollar Equivalent of $1,000,000,000; (b) any Lender listed on the signature page of the Credit Agreements; (c) any Affiliate of any Lender; and (d) if an Event of Default has occurred and is continuing, any Person reasonably acceptable to the Applicable Agent.

                    “Eligible Inventory” means, with respect to the US Collateral, Rental Fleet Assets and Sales Inventory of the US Borrowers and the US Subsidiary Guarantors which the Administrative Agent, in its capacity as the Administrative Agent under the US Credit Agreement, reasonably determines to be Eligible Inventory of the US Borrowers or the US Subsidiary Guarantors; and with respect to the UK Collateral, the Rental Fleet Assets and Sales Inventory of the UK Borrower and the UK Borrowing Base Parties which the UK Agent, in its capacity as UK Agent under the UK Credit Agreement, determines to be Eligible Inventory of the UK Borrower or the UK Borrowing Base Parties. Without limiting the discretion of the Administrative Agent or UK Agent, as applicable, to establish other criteria of ineligibility, Eligible Inventory shall not, unless the Administrative Agent or UK Agent, as applicable, in its sole discretion elects, include:

                    (a) any Inventory that is not owned by the applicable Credit Party or that is not leased by the applicable Credit Party pursuant to the terms of a Capital Lease;

                    (b) any Inventory that is not subject to the Applicable Agents’ Liens, which are perfected as to such Inventory, or that are subject to any other Lien whatsoever (other than the Liens described in clause (d) or (h) of the definition of Permitted Liens; provided that such Permitted Liens (i) are junior in priority to the Applicable Agents’ Liens or subject to Reserves and (ii) do not impair directly

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or indirectly the ability of the Applicable Security Agent to realize on or obtain the full benefit of the Collateral);

                    (c) any Inventory that does not consist of finished goods;

                    (d) any Inventory that consists of work-in-process, parts, tooling, chemicals, samples, prototypes, supplies, or packing and shipping materials;

                    (e) any Inventory that is not in rentable or salable condition, is unmerchantable, is defective, is being repaired, or does not meet all standards imposed by any Governmental Authority having regulatory authority over such goods, their use, lease or sale;

                    (f) any Inventory that is Sales Inventory that has been carried on the applicable Credit Party’s books as Sales Inventory for more than one (1) year and any Inventory that is not Sales Inventory and that has not been subject to a rental contract with a duration of equal to or greater than 18 days at least once during the preceding 21 completed calendar months, and thereafter any Inventory that is not Sales Inventory and that has not been subject to a rental contract with a duration of equal to or greater than 18 days at least once during the preceding 18 completed calendar months;

                    (g) any Inventory, with respect to a US Borrower or a US Subsidiary Guarantor, that is located outside the United States of America or with respect to the UK Borrower or a UK Borrowing Base Party, the United Kingdom of Great Britain and Northern Ireland or Canada (or in either case that is in-transit from vendors or suppliers);

                    (h) any Inventory, that, if not located at a customer’s premises under a valid and enforceable lease, is (i) located in a public warehouse if the warehouseman has not delivered to the Administrative Agent or the UK Agent, as applicable, a reasonably acceptable waiver and access agreement or a Reserve for storage charges and fees has not been established for Inventory at that location, (ii) in the possession of a bailee or Agency, if the bailee or Agency has not delivered to the Administrative Agent or the UK Agent, as applicable, a bailee agreement or agency access agreement, and the Applicable Borrower has not delivered to the Applicable Security Agent evidence of appropriate UCC or other applicable filings, and that it has taken all such other actions, necessary to protect the perfection and first priority of the Applicable Agent’s Liens, all in form and substance a reasonably satisfactory to the Applicable Security Agent, or (iii) located on premises subject only to an oral lease, to the extent that the net book value of all such Inventory located in such public warehouses or in the possession of such bailees or Agencies or on premises subject to an oral lease, in the aggregate, exceeds $250,000.

                    (i) any Inventory that contains or bears any Proprietary Rights licensed to a Borrower or any of its Subsidiaries by any Person, if the Administrative Agent or UK Agent, as applicable, is not reasonably satisfied that the Applicable Security Agent may sell or otherwise dispose of such Inventory in accordance with the terms of the Security Agreement or the UK Debenture and Section 9.2 of the Agreement without infringing the rights of the licensor of such Proprietary Rights or violating any contract with such licensor (and without payment of any royalties other than any royalties due with respect to the sale or disposition of such Inventory pursuant to the existing license agreement), and, as to which such Borrower or Subsidiary has not delivered to the Administrative Agent or UK Agent, as applicable, a consent or sublicense agreement from such licensor in form and substance reasonably acceptable to the Administrative Agent or UK Agent, as applicable, if requested;

                    (j) any Inventory that is not reflected in the details of current perpetual inventory reported in the applicable Credit Party’s computerized equipment file;

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                    (k) any Inventory (i) that is Rental Fleet Assets or Sales Inventory used by the Applicable Borrower or its Affiliates or (ii) that is placed on consignment for which an access agreement acceptable to the Applicable Security Agent has not been obtained from the consignor and appropriate financing statements have not been filed;

                    (l) any Inventory that has not been manufactured in accordance with, or does not meet, all standards imposed by any Governmental Authority;

                    (m) any Inventory, in the case of the UK Borrower or any Foreign Subsidiary, as to which title is retained by the seller thereof or which is subject to Romalpa provisions in favor of any Person;

                    (n) in respect of any US Borrower or any US Subsidiary Guarantor, any Inventory in respect of which any US Borrower or any US Subsidiary Guarantor shall not have complied with Section 16(a) or 16(b) of the US Security Agreement within the time periods specified therein;

                    (o) any Inventory that has been leased to a customer of any Borrower or any of its Subsidiaries pursuant to the terms of any capital lease, lease with a bargain purchase option, finance leasing program or purchase lease or similar program;

                    (p) the amount of accumulated depreciation of any such Inventory;

                    (q)  any Inventory that is in transit from suppliers of the Applicable Borrower or its Affiliates; or

                    (r) any Inventory of any Borrower or any of its Subsidiaries that is a portable toilet.

                    If any Rental Fleet Asset or item of Sales Inventory at any time ceases to be Eligible Inventory, such Inventory shall promptly be excluded from the calculation of Eligible Inventory. In any Permitted Acquisition, if the Applicable Borrower acquires Rental Fleet Assets or a Person which owns Rental Fleet Assets then such Rental Fleet Assets may be included in Eligible Inventory if, (i) such Rental Fleet Assets meet all criteria of eligibility, (ii) if a Person which owns Rental Fleet Assets has been acquired, the Credit Parties shall have satisfied each condition with respect to designating such Person as a Credit Party under the US Credit Agreement or the UK Credit Agreement, as applicable, (iii) the US Credit Parties or the UK Credit Parties, as applicable, shall have permitted representatives of the Responsible Agent (at the expense of the US Borrowers or the UK Borrower, as applicable) to visit and inspect, and such representatives of the Responsible Agent shall have visited and inspected (or such right of visitation shall have been expressly waived by the Responsible Agent), any of the properties on which such acquired Rental Fleet Assets are located, to examine the corporate, financial and operating records with respect to such acquired Rental Fleet Assets or such acquired Person and make copies thereof or abstracts therefrom and to discuss such acquired Rental Fleet Assets or such acquired Person with the Applicable Credit Parties and, if applicable, such acquired Person’s, post-acquisition directors and officers, at reasonable times during normal business hours and (iv) and, if the aggregate purchase price is greater than or equal to $15,000,000, the Responsible Agent shall have received from the Appraiser a “desktop appraisal” of such Rental Fleet Assets acquired by the applicable Credit Parties or owned by such Person acquired by the applicable Credit Parties which shall be reasonably satisfactory in scope, form and substance to the Responsible Agent.

                    “Eligible Machinery and Equipment” means, with respect to US Collateral, all Machinery and Equipment (but not including any Rental Fleet Asset or item of Sales Inventory) owned by and used in the operation of the business of the US Borrowers and the US Subsidiary Guarantors; and, with respect

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to the UK Collateral, all Machinery and Equipment (but not including any Rental Fleet Asset or item of Sales Inventory) owned by and used in the operation of the business of the UK Borrower and the UK Subsidiary Guarantor. Without limiting the discretion of the Administrative Agent or UK Agent, as applicable, to establish other criteria of ineligibility, Eligible Machinery and Equipment shall not, unless the Administrative Agent or UK Agent, as applicable, in its sole discretion elects, include any Machinery and Equipment:

                    (a) that is not owned by the Borrowers and the Subsidiary Guarantors or that is not leased by the Borrowers and the Subsidiary Guarantors pursuant to the terms of a Capital Lease;

                    (b) that is not subject to the Applicable Agents’ Liens, which are perfected as to such Machinery and Equipment, or that are subject to any other Lien whatsoever (other than the Liens described in clause (d) or (h) of the definition of Permitted Liens; provided that such Permitted Liens (i) are junior in priority to the Applicable Agents’ Liens or subject to Reserves and (ii) do not impair directly or indirectly the ability of the Applicable Security Agent to realize on or obtain the full benefit of the Collateral);

                    (c) that is not in good condition, is unmerchantable, is defective, is being repaired, or does not meet all standards imposed by any Governmental Authority having regulatory authority over such Machinery and Equipment, their use or sale;

                    (d) that is not currently usable;

                    (e) with respect to the US Borrowers or any of their Subsidiaries, that is located outside the United States of America or, with respect to the UK Borrower or any of the Foreign Subsidiaries, the United Kingdom of Great Britain and Northern Ireland or Canada;

                    (f) in the case of the UK Borrower or any Foreign Subsidiary, as to which title is retained by the seller thereof or which is subject to Romalpa provisions in favor of any Person; or

                    (g) that is located in a public warehouse or in possession of a bailee or in a facility leased by such Borrower or an Agency, if the warehouseman, or the lessor has not delivered to the Administrative Agent or UK Agent, as applicable, if requested thereby, a landlord waiver in the agreed form, as applicable, or if a Reserve for rents or storage charges has not been established for Machinery and Equipment at that location or, with respect to an Agency location, a bailee letter and appropriate bailment filing.

                    If any Machinery and Equipment at any time ceases to be Eligible Machinery and Equipment, such Machinery and Equipment shall promptly be excluded from the calculation of Eligible Machinery and Equipment.

                    “Eligible Rental Fleet Assets” means Rental Fleet Assets that constitute Eligible Inventory.

                    “Eligible Sales Inventory” means Sales Inventory that constitutes Eligible Inventory.

                    “Eligible Sales Inventory Appraisal Date” means the date on which the Agents shall receive an appraisal of the Eligible Sales Inventory reasonably acceptable to the Agents in their reasonable credit judgment.

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                    “Environmental Claims” means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for a Release or injury to the environment.

                    “Environmental Compliance Reserve” means any reserve which the Administrative Agent or the UK Agent, as applicable, establishes after prior written notice to the Applicable Borrower Representative from time to time for amounts that are reasonably likely to be expended by a Credit Party in order for the Credit Parties and their operations and property (a) to comply with any notice from a Governmental Authority asserting material non-compliance with Environmental Laws, or (b) to correct any such material non-compliance identified in a report delivered to the Agents and the Lenders pursuant to Section 7.7 of the US Credit Agreement and Section 7.7 of the UK Credit Agreement.

                    “Environmental Laws” means all regional, national, federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority, as are now or hereafter in effect, in each case relating to environmental, health, safety and land use matters in any jurisdiction.

                    “Environmental Lien” means a Lien in favor of any Governmental Authority for (a) any liability under Environmental Laws, or (b) damages arising from, or costs incurred by such Governmental Authority in response to, a Release or threatened Release of a Contaminant into the environment.

                    “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and regulations promulgated thereunder.

                    “ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with a Credit Party within the meaning of Section 4001 of ERISA or is part of a group that includes a Credit Party and that is treated as a single employer under Section 414 of the Code.

                    “ERISA Event” means (a) a Reportable Event with respect to a Plan, (b) the failure by any Credit Party or ERISA Affiliate to make when due required contributions to a Plan, Multiemployer Plan or Foreign Pension Plan unless such failure is cured within 30 days, (c) a withdrawal by a Credit Party or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA, (d) a complete or partial withdrawal by a Credit Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization, (e) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Plan or Multiemployer Plan, (f) the occurrence of an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan, (g) the loss of a Plan’s qualification or tax exempt status or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Credit Party or any ERISA Affiliate.

                    “Euro” means the single currency of the European Union as constituted by the Treaty on European Union and as referred to in legislative measures of the European Union for the introduction of, changeover to or operation of the euro in one or more member states.

                    “Eurodollar Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, rounded upward to the next 1/100^th of 1%) in effect on such

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day applicable to member banks under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).

                    “European Union” means the European Union, and including in any case the countries of Austria, Belgium, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Slovakia, Slovenia, Spain, Sweden and the United Kingdom. It being understood that for purposes of clause (g) in the definition of “Eligible Accounts”, the following countries were admitted to the European Union after December 16, 2003: Cyprus, the Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia and Slovenia.

                    “Event of Default” has the meaning specified in Section 9.1.

                    “Exchange Act” means the Securities Exchange Act of 1934, and regulations promulgated thereunder.

                    “Exchange Rate” means on any day, with respect to Pounds Sterling, the rate at which Pounds Sterling may be exchanged into Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such Pounds Sterling. In the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and each US Borrower, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the Spot Rates of the market where its foreign currency exchange operations in respect of Pounds Sterling are then being conducted, at or about 10:00 a.m. (London time) on such date for the purchase of Dollars for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the US Borrower Representative, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

                    “Executive Order 13224” means Executive Order 13224 signed into effect on September 23, 2001, as amended.

                    “Existing Indebtedness” means “Revolving Loans” as defined in the Existing US Credit Agreement and the Existing UK Credit Agreement which are outstanding on the Closing Date immediately prior to the effectiveness of the US Credit Agreement and the UK Credit Agreement.

                    “Existing UK Credit Agreement” means that certain UK credit agreement dated as of December 16, 2003, as amended on May 6, 2004 and on May 31, 2004, and as amended and restated pursuant to the amendment and restatement agreement dated December 30, 2005, among, inter alios, the financial institutions named therein as UK Lenders, Bank of America, N.A. as UK Agent, the UK Security Trustee and Ravenstock MSG Limited as the UK Borrower thereunder, as amended, supplemented or otherwise modified from time to time.

                    “Existing US Credit Agreement” means that certain Credit Agreement dated as of December 16, 2003, as amended on May 6, 2004 and on May 3, 2004, and as amended and restated pursuant to the amendment and restatement agreement dated December 30, 2005, among, the financial institutions named therein, Mobile Services, MSG and the other parties thereto, as amended supplemented or otherwise modified from time to time.

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                    “FASB 142” means Statement of Financial Accounting Standards No. 142 issued on June 29, 2001 by the Financial Standards Accounting Board.

                    “FDIC” means the Federal Deposit Insurance Corporation, and any Governmental Authority succeeding to any of its principal functions.

                    “Federal Funds Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a US Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding US Business Day as so published on the next succeeding US Business Day, and (b) if no such rate is so published on such next succeeding US Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Agent.

                    “Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any successor thereto.

                    “Fee Letter” has the meaning set forth in Section 2.4 of the US Credit Agreement.

                    “Financial Statements” means, according to the context in which it is used, the financial statements referred to in Sections 5.2 and 6.6 of the US Credit Agreement and/or Sections 5.2 and 6.6 of the UK Credit Agreement, or any other financial statements required to be given to the Lenders pursuant to this Agreement. For the avoidance of doubt, “Financial Statements” does not include any Latest Projection or any other projection.

                    “Fiscal Quarter” means a fiscal quarter in a Fiscal Year.

                    “Fiscal Year” means the Credit Parties’ fiscal year for financial accounting purposes. The current Fiscal Year of the Credit Parties will end on December 31, 2006.

                    “Fixed Assets” means the Machinery and Equipment and Real Estate of the Credit Parties.

                    “Fleet Utilization Rate” means the ratio expressed as a percentage of (i) the aggregate number of units of the Rental Fleet Assets of all the Credit Parties which are then hired out to customers or are pending pickups, in each case pursuant to valid and enforceable leases to (ii) the total number of units of Rental Fleet Assets owned or leased by the Credit Parties. For the avoidance of doubt, the Fleet Utilization Rate shall be calculated on the last business day of each Fiscal Quarter based (unless the Administrative Agent and the US Borrowers otherwise agree) on the business methodologies in effect as of the Closing Date.

                    “Foreign Pension Plan” means any plan, scheme, fund or other similar program established, maintained or contributed to outside the United States by any Credit Party primarily for the benefit of employees of the Credit Party residing or working outside the United States, which plan, fund or other similar program provides, or results in, retirement income, benefits in the event of ill-health, injury or death, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

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                    “Foreign Subsidiary” means any direct or indirect Subsidiary of the US Borrowers (a) organized under the laws of any jurisdiction other than the United States or any state thereof and (b) that is not a US Subsidiary.

                    “Foreign Subsidiary Guarantor” means each UK Credit Party party to the UK Guaranty.

                    “Fronting Fee” means the fronting fee payable by each of the UK Revolver Participants to the UK Fronting Lender ratably in accordance with their Pro Rata Share of the UK Revolver Participant Commitments in consideration for the fronting of UK Revolving Loans conducted by the UK Fronting Lender equal to interest, at a rate of 0.50% per annum on all UK Revolving Loans fronted by the UK Fronting Lender, in accordance with the UK Credit Agreement.

                    “Funding Date” means the date on which a Borrowing occurs.

                    “Funding UK Lender” means each UK Lender advancing UK Revolving Loans pursuant to Section 1.2 of the UK Credit Agreement.

                    “GAAP” means generally accepted accounting principles and practices set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession).

                    “General Intangibles” means, with respect to any Person all of such Person’s now owned or hereafter acquired general intangibles, choses in action and causes of action and all other intangible personal property of such Person of every kind and nature (other than Accounts), including all contract rights, payment intangibles, Proprietary Rights, corporate or other business records, inventions, designs, blueprints, plans, specifications, patents, patent applications, trademarks, service marks, trade names, trade secrets, goodwill, copyrights, computer software, customer lists, registrations, licenses, franchises, tax refund claims, any funds which may become due to such Person in connection with the termination of any Plan or other employee benefit plan or any rights thereto and any other amounts payable to such Person from any Plan or other employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof, property, casualty or any similar type of insurance and any proceeds thereof, proceeds of insurance covering the lives of key employees on which such Person is beneficiary, rights to receive dividends, distributions, cash, Instruments and other property in respect of or in exchange for pledged equity interests or Investment Property and any letter of credit, guarantee, claim, security interest or other security held by or granted to such Person.

                    “Goods” means, with respect to any Person all “goods” as defined in the UCC, now owned or hereafter acquired by such Person, wherever located, including embedded software to the extent included in “goods” as defined in the UCC, manufactured homes, standing timber that is cut and removed for sale and unborn young of animals.

                    “Governmental Authority” means any nation or government, any state, province, county or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing in any jurisdiction.

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                    “Guarantors” means, collectively, the US Borrowers in their capacity as guarantors under the UK Guaranty, the Subsidiary Guarantors and the Parent Guarantor.

                    “Guaranty” or “Guarantee” means, with respect to any Person, all obligations of such Person which in any manner directly or indirectly guarantee or assure, or in effect guarantee or assure, the payment or performance of any indebtedness, dividend or other obligations of any other Person (the “guaranteed obligations”), or assure or in effect assure the holder of the guaranteed obligations against loss in respect thereof, including any such obligations incurred through an agreement, contingent or otherwise: (a) to purchase the guaranteed obligations or any property constituting security therefor; (b) to advance or supply funds for the purchase or payment of the guaranteed obligations or to maintain a working capital or other balance sheet condition; or (c) to lease property or to purchase any debt or equity securities or other property or services.

                    “Hedge Agreement” means any and all transactions, agreements or documents now existing or hereafter entered into, which provides for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging a Borrower’s exposure to fluctuations in interest or exchange rates, loan, credit exchange, security or currency valuations or commodity prices.

                    “Increased Amount Date” has the meaning specified in Section 1.7.

                    “Incremental Assumption Agreement” means an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent and the US Borrower Representative, among each US Borrower, the Administrative Agent and one or more Incremental US Lenders.

                    “Incremental Amount” means, at any time, the excess, if any, of (a) $50.0 million over (b) the aggregate amount of all Incremental Commitments established prior to such time pursuant to Section 1.7.

                    “Incremental Commitment” means the commitment of any US Lender, established pursuant to Section 1.7, to make Incremental Loans to the US Borrowers.

                    “Incremental US Lender” means a US Lender with an Incremental Commitment or an outstanding Incremental Loan.

                    “Incremental Loans” means the Loans made by one or more US Lenders to the US Borrowers pursuant to Section 1.7.

                    “Instruments” means, with respect to any Person, all instruments, as such term is defined in the UCC, now owned or hereafter acquired by such Person.

                    “Intellectual Property” means all rights relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

                    “Intercompany Debt” means Debt owing by any Credit Party to any other Credit Party (other than the Parent Guarantor) or any Subsidiary thereof related to or resulting from present or future

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intercompany loans, advances or other indebtedness, whether created directly or acquired by assignment or otherwise, together with all interest, premiums and fees, if any, related thereto and any other amounts payable in respect thereof and all rights and remedies related thereto.

                    “Interest Period” means, as to any LIBOR Loan, the period commencing on the Funding Date of such Loan or on the Continuation/Conversion Date on which the Loan is converted into or continued as a LIBOR Loan, and ending on the date one, two, three or six months (or 9 or 12 months thereafter), if agreed to by all Lenders at the time of the relevant LIBOR Loan thereafter as selected by the Applicable Borrower Representative in its Notice of Borrowing, in the form attached hereto as Exhibit D, or Notice of Continuation/Conversion, in the form attached hereto as Exhibit E, provided that:

          (i) if any Interest Period would otherwise end on a day that is not an Applicable Business Day, that Interest Period shall be extended to the following Applicable Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the preceding Applicable Business Day;

          (ii) any Interest Period pertaining to a LIBOR Loan, that begins on the last Applicable Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Applicable Business Day of the calendar month at the end of such Interest Period; and

          (iii) no Interest Period shall extend beyond the Stated Termination Date.

                    “Interest Rate” means each or any of the interest rates, including the Default Rate, set forth in Section 2.1.

                    “Intermediary” means MSG WC Intermediary Co., a Delaware corporation.

                    “Inventory” means, with respect to any Person, all of such Person’s, now owned and hereafter acquired inventory, goods and merchandise, including new and used manufactured or remanufactured portable storage containers, portable storage trailers, cartage trailers and portable mobile office units or cabins, wherever located, leased by such Person as lessor or furnished by such Person under a contract of service or held by such Person to be furnished under any contract of service or held by such Person for sale or lease, all returned goods, raw materials, parts, work-in-process, finished goods (including embedded software), other materials and supplies of any kind, nature or description which are used or consumed in such Person’s business or used in connection with the packing, shipping, advertising, selling or finishing of such goods, merchandise, and all documents of title or other Documents representing them. For the avoidance of doubt, Inventory shall include Rental Fleet Assets and Sales Inventory.

                    “Investment Property” means, with respect to any Person, all of such Person’s right title and interest in and to any and all: (a) securities whether certificated or uncertificated; (b) securities entitlements; (c) securities accounts; (d) commodity contracts; or (e) commodity accounts.

                    “IPO” has the meaning specified in the definition of “Change of Control.”

                    “IRS” means the Internal Revenue Service and any Governmental Authority succeeding to any of its principal functions under the Code.

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                    “Joinder Agreement” means an agreement substantially in the form of Exhibit G hereto.

                    “Judgment Currency” has the meaning specified in Section 13.21.

                    “Latest Projections” means: (a) on the Closing Date and thereafter until the Applicable Agent receives new projections pursuant to Section 5.2(e) of the US Credit Agreement and Section 5.2(e) of the UK Credit Agreement, the projections of the financial condition, results of operations, and cash flows of the Credit Parties and Subsidiaries, for the period commencing on April 1, 2006 and ending on December 31, 2010 and delivered to the Administrative Agent prior to the Closing Date; and (b) thereafter, the projections most recently received by the Agents pursuant to Section 5.2(e) of the US Credit Agreement and Section 5.2(e) of the UK Credit Agreement.

                    “Lender” and “Lenders” shall mean each of the US Lenders and the UK Lenders and all of them, as applicable.

                    “Lender Parties” shall mean the Lenders and the Agents.

                    “Letter of Credit” has the meaning specified in Section 1.4(a) of the US Credit Agreement and Section 1.4(a) of the UK Credit Agreement, as applicable.

                    “Letter of Credit Exposure” means, with respect to any Lender, at any time, and without duplication, the sum of (a) the Dollar Equivalent of the amount of any Unpaid Drawings in respect of which such Lender has made (or is required to have made) payments to the Letter of Credit Issuer pursuant to Section 1.4 at such time and (b) such Lender’s Commitment Percentage of the Letter of Credit Outstanding at such time (excluding the portion thereof) consisting of Unpaid Drawings in respect of which the Lenders have made (or are required to have made) payments to the Letter of Credit Issue pursuant to Section 1.4.

                    “Letter of Credit Fee” has the meaning specified in Section 2.6 of the US Credit Agreement and Section 2.6 of the UK Credit Agreement, as applicable.

                    “Letter of Credit Issuer” means Wachovia Bank, National Association or any other financial institution or affiliate thereof reasonably acceptable to the Applicable Borrower Representative and the Administrative Agent that issues any Letter of Credit pursuant to the US Credit Agreement or the UK Credit Agreement, as applicable.

                    “Letter of Credit Outstanding” means, at any time, the sum of, without duplication, (a) the aggregate amount of all outstanding Letters of Credit and (b) the aggregate amount of all Unpaid Drawings in respect of all Letters of Credit.

                    “Letter of Credit Rights” means, with respect to any Person, “letter-of-credit rights” as such term is defined in the UCC, now owned or hereafter acquired by such Person, including rights to payment or performance under a letter of credit, whether or not such Person, as beneficiary, has demanded or is entitled to demand payment or performance.

                    “Letter of Credit Subfacility” means the Dollar Equivalent of $30,000,000.

                    “LIBOR Interest Payment Date” means, with respect to a LIBOR Loan, the Termination Date and the last day of each Interest Period applicable to such Loan or, with respect to each Interest Period of greater than three months in duration, the last day of the third month of such Interest Period and the last day of such Interest Period.

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                    “LIBOR Loans” means US LIBOR Revolving Loans and UK Sterling LIBOR Revolving Loans.

                    “Lien” means: (a) any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute, or contract, and including a security interest, charge, claim, or lien arising from a mortgage, deed of trust, encumbrance, standard security, pledge, hypothecation, assignment as collateral, assignation, deposit arrangement, agreement, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes; (b) to the extent not included under clause (a), any reservation, exception, encroachment, easement, right-of-way, covenant, condition, restriction, lease or other title exception or encumbrance affecting real property; and (c) any contingent or other agreement to provide any of the foregoing. For the avoidance of doubt, “Lien” shall not be deemed to include any license of Proprietary Rights.

                    “Loan Account” means the loan account of the Applicable Borrower, which account shall be maintained by the Administrative Agent.

                    “Loan Documents” means the US Loan Documents and the UK Loan Documents.

                    “Loans” means, collectively, all loans and advances provided for in Article 1 of the US Credit Agreement and the UK Credit Agreement, as applicable.

                    “Luxembourg Debt” means the Intercompany Debt of the (i) UK Borrower to the Luxembourg Subsidiary in an aggregate principal amount not to exceed £30,000,000 and (ii) the Luxembourg Subsidiary to UK-LP in an aggregate principal amount not to exceed £30,000,000.

                    “Luxembourg Security Agreement” means the receivables pledge agreement, dated as of August 1, 2006, and entered into by the UK Security Trustee and UK-LP, as amended, restated, supplemented or otherwise modified from time to time.

                    “Luxembourg Security Documents” means the Luxembourg Share Charge, the Luxembourg Security Agreement and the UK Intercreditor Deed.

                    “Luxembourg Share Charge” means the share pledge agreement, dated as of August 1, 2006, and entered into by the UK Security Trustee, UK-LP and the Luxembourg Subsidiary, as amended, restated, supplemented or otherwise modified from time to time.

                    “Luxembourg Subsidiary” shall mean shall mean Liko Luxembourg International S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, with registered office at 74, rue de Merl, L-2146 Luxembourg, Grand Duchy of Luxembourg, incorporated with the Luxembourg Register of Commerce and Companies under the number B-62.639 and with a corporate capital of GBP 10,000.

                    “Machinery and Equipment” of a Person means all of such Person’s now owned and hereafter acquired machinery, equipment, transportation equipment, furniture, furnishings, fixtures, and other tangible personal property (except Inventory), including embedded software, motor vehicles and trailers with respect to which a certificate of title has been issued, aircraft, dies, tools, jigs, molds and office equipment, as well as all of such types of property leased by such Person and all of the such Person’s rights and interests with respect thereto under such leases (including options to purchase); together with all present and future additions and accessions thereto, replacements therefor, component and auxiliary parts and supplies used or to be used in connection therewith, and all substitutes for any of

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the foregoing, and all manuals, drawings, instructions, warranties and rights with respect thereto; wherever any of the foregoing is located, but excluding Inventory of such Person.

                    “Mandatory Cost” means the percentage rate per annum calculated by the UK Agent in accordance with Annex B.

                    “Margin Stock” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.

                    “Material Adverse Effect” means a material adverse effect on (a) the Acquisition, (b) the business assets, property or condition (financial or otherwise) of the Parent Guarantor, each Borrower and their Subsidiaries taken as a whole, (c) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder or (d) the ability of the Credit Parties to perform any of their material obligations under the Loan Documents.

                    “Material Compliance Issue” has the meaning specified in Section 7.7(a).

                     “Maximum Aggregate Eligible Sales Inventory Amount” means an amount equal to the Dollar Equivalent of $25,000,000; provided that upon the occurrence of the Eligible Sales Inventory Appraisal Date such amount will increase to the Dollar Equivalent of $35,000,000.

                    “Maximum Amount” means an amount equal to $300,000,000 subject to any increase pursuant to Section 1.7.

                    “Maximum Liability” is defined in Section 1.6(f).

                    “Maximum Rate” is defined in Section 2.3.

                    “Maximum UK Amount” means £85,000,000.

                    “Maximum US Amount” means the Maximum Amount minus the Dollar Equivalent of the UK Aggregate Outstandings.

                    “Mezzanine Debt” means, collectively, the senior subordinated indebtedness of the Parent Guarantor outstanding pursuant to the Mezzanine Notes permitted to be issued pursuant to the Loan Documents.

                    “Mezzanine Notes” means the unguaranteed senior subordinated notes due 2015 issued on the Closing Date by the Parent Guarantor in an aggregated face amount of $90,000,000, together with all instruments and other agreements entered into by the Parent Guarantor in connection therewith, as may be amended, supplemented, refinanced, replaced or otherwise modified from time to time pursuant to the Loan Documents.

                    “Mobile Services” means Mobile Services Group, Inc., a Delaware corporation.

                    “Mobile Storage (UK)” means Mobile Storage (UK) Limited, a company formed under the laws of England and Wales.

                    “Mortgaged Property” has the meaning specified in Section 8.1(cc) of the US Credit Agreement.

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                    “Mortgages” means and includes any and all of the mortgages, standard security, deeds of trust, deeds to secure debt, assignments and other instruments executed and delivered by the US Borrower or any other Credit Party to or for the benefit of the Applicable Security Agent and the Applicable Lenders, including the US Mortgages, by which the Applicable Security Agent, on behalf of the Applicable Lenders, acquires a Lien on the owned Real Estate or a collateral assignment of the applicable Credit Party’s interest under leases of Real Estate, and all amendments, modifications and supplements thereto.

                    “Motor Vehicle Trust Agreement” has the meaning set forth in the US Security Agreement.

                    “MSG” means Mobile Storage Group, Inc., a Delaware corporation.

                    “MSG Investments” means MSG Investments, Inc., a California corporation.

                    “Multicurrency Letter of Credit Sublimit” means the Dollar Equivalent of $5,000,000.

                    “Multiemployer Plan” means a “multiemployer plan” as defined in Sections 3(37) or 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately preceding six (6) years contributed to by any Borrower or any ERISA Affiliate.

                    “M&E Disposition Certificate” has the meaning specified in Section 5.2(k) of the US Credit Agreement and Section 5.2(k) of the UK Credit Agreement.

                    “Net Amount of Eligible Accounts” means, at any time, but without duplication of amounts already deducted in determining Eligible Accounts of the Applicable Borrower, the gross amount of Eligible Accounts of the Applicable Borrower less sales, excise or similar taxes, and less returns, discounts, claims, credits, allowances, rebates accrued or due, offsets, deductions, counterclaims, disputes and other defenses of any nature at any time issued, owing, granted, outstanding, available or claimed.

                    “Non-Consenting UK Lender” has the meaning specified in Section 11.1(g) of the UK Credit Agreement.

                    “Non-Consenting US Lender” has the meaning specified in Section 11.1(g) of the US Credit Agreement.

                    “Non-Guarantor Subsidiaries” shall mean any Subsidiary of the Parent Guarantor which has not become a guarantor under a Subsidiary Guaranty and is not required to become a Subsidiary Guarantor pursuant to either of the Credit Agreements.

                    “Non-Ratable Loan” and “Non-Ratable Loans” have the meanings specified in Section 1.2(h)(1) of the US Credit Agreement and Section 1.2(h)(1) of the UK Credit Agreement, as applicable.

                    “Notice of Borrowing” has the meaning specified in Section 1.2(b) of the US Credit Agreement and Section 1.2(b) of the UK Credit Agreement, as applicable.

                    “Notice of Business Activities Report” shall mean any report required for the then current year by any state or jurisdiction as a condition to access the courts of such jurisdiction and in order to

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permit the Applicable Borrower to seek judicial enforcement in such jurisdiction of payment of any Account.

                    “Notice of Continuation/Conversion” has the meaning specified in Section 2.2(b) of the US Credit Agreement and Section 2.2(b) of the UK Credit Agreement, as applicable.

                    “Obligation” and “Obligations” means each of the US Obligations and UK Obligations and all of them.

                    “Orderly Liquidation Value” means the gross proceeds that would reasonably be expected from a properly advertised and conducted orderly liquidation sale of the applicable business and assets of the Applicable Borrower over a period not to exceed 15 months, as determined by the Appraiser in an appraisal in scope, form and substance satisfactory to the Administrative Agent.

                    “Other Taxes” means any present or future stamp or documentary taxes or duties or any other excise or property taxes, VAT or other charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, the US Credit Agreement, the UK Credit Agreement or any other Loan Document (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

                    “Parent Guarantor” means MSG WC Holdings Corp., a Delaware corporation.

                    “Participant” has the meaning specified in Section 11.2(e) of the US Credit Agreement and Section 11.2(e) in the UK Credit Agreement, as applicable.

                    “Participation Fee” has the meaning specified in Section 2.1(b) of the UK Credit Agreement.

                    “Patent and Trademark Security Agreement” means, collectively, the patent and trademark security agreement, dated as of August 1, 2006, and entered into by the Administrative Agent and Mobile Services, as amended, restated, supplemented or otherwise modified from time to time and the patent and trademark security agreement, dated as of August 1, 2006, and entered into by the Administrative Agent and MSG, as amended, restated, supplemented or otherwise modified from time to time.

                    “Payment Account” means each bank account established pursuant to the US Security Agreement or the UK Debenture, to which the proceeds of Accounts and other Collateral of any Credit Party are deposited or credited, and which is maintained in the name of the Applicable Security Agent or a Credit Party, as the Applicable Security Agent may determine, on terms acceptable to the Applicable Security Agent.

                    “PBGC” means the Pension Benefit Guaranty Corporation or any Governmental Authority succeeding to the functions thereof.

                    “Permitted Acquisitions” means an acquisition of all or substantially all of the assets, a unit or division or a line of business or all of the Capital Stock of any Person pursuant to a transaction or any series of related transactions; provided that (a) no Default of Event of Default shall have occurred and be continuing on the date such Permitted Acquisition is consummated, immediately before or after giving effect thereto, (b) the business acquired (or Person acquired) is principally engaged in a Similar Business, (c) after giving effect to such Permitted Acquisition and the consideration to be paid (including Debt and other liabilities and obligations assumed or acquired) in connection with such Permitted Acquisition (i) if

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the acquiror is the UK Borrower or UK Subsidiary, UK Availability must be at or above the Dollar Equivalent of $15,000,000 or (ii) if the acquiror is a US Borrower or US Subsidiary, US Availability must be at or above the Dollar Equivalent of $15,000,000 and (iii) in any case, Total Excess Availability must be at or above the Dollar Equivalent of $30,000,000; provided further that if the consideration to be paid (including Debt and other liabilities and obligations assumed or acquired) in connection with such Permitted Acquisition is to be at or above the Dollar Equivalent of $15,000,000, the Required Lenders shall have given their prior written consent to such Permitted Acquisition.

                    “Permitted Liens” means:

                    (a) Liens (including statutory Liens) for taxes not delinquent and Liens (including statutory Liens) for taxes which are due and payable in an amount not to exceed the Dollar Equivalent of $500,000 provided that the payment of such taxes which are due and payable is being contested in good faith and by appropriate proceedings diligently pursued and as to which adequate financial reserves have been established in accordance with GAAP on the books and records of the Parent Guarantor or its Subsidiaries, as applicable, and a stay of enforcement of any such Lien is in effect;

                    (b) the Agents’ Liens and any Liens created by this Agreement or the Loan Documents;

                    (c) Liens consisting of deposits made in the ordinary course of business in connection with, or to secure payment of, obligations under worker’s compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of Debt) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of Debt) or to secure statutory obligations (other than liens arising under ERISA or Environmental Liens) or surety or appeal bonds, or to secure indemnity, performance or other similar bonds;

                    (d) Liens securing the claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons, provided that if any such Lien arises from the nonpayment of such claims or demand when due, such claims or demands do not exceed the Dollar Equivalent of $500,000 in the aggregate, or (ii) are being contested in good faith by appropriate proceedings diligently pursued and as to which adequate financial reserves have been established in accordance with GAAP on the books or records of the Borrowers or their Subsidiaries;

                    (e) Liens constituting encumbrances in the nature of reservations, exceptions, encroachments, easements, rights of way, covenants running with the land, condition restrictions, zoning, building codes and other land use laws or environmental restrictions regulating the use or occupancy of any Real Estate or the activities conducted thereon which are imposed by any governmental authority having jurisdiction over such Real Estate which are not violated by the current use or occupancy of such Real Estate or the operation of the business or any violation of which would not have a material adverse effect on the business and other similar title exceptions, charges, defects in title or encumbrances affecting any Real Estate (other than UK Property); provided that they do not in the aggregate materially detract from the value of the Real Estate or materially interfere with its use in the ordinary course of a business of the Borrowers or any of their Subsidiaries;

                    (f) Liens arising from judgments and attachments in connection with court proceedings; provided that the attachment or enforcement of such Liens would not result in an Event of Default hereunder and such Liens are being contested in good faith by appropriate proceedings, adequate reserves have been set aside and no material property is subject to a material risk of loss or forfeiture and

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the claims in respect of such Liens are fully covered by insurance (subject to ordinary and customary deductibles) and a stay of execution pending appeal or proceeding for review is in effect;

                    (g) any Lien in existence on the date hereof and disclosed on Schedule 7.13 to the Agreement and any Liens securing refinanced Debt permitted by Section 7.13(d) hereof;

                    (h) Liens reflected by Uniform Commercial Code financing statements filed in respect of true leases and not financing leases of any Credit Party or Liens resulting from financing statements on form UCC-1 filed erroneously or without proper authorization;

                    (i) Liens referred to in the UK Properties Report on Title;

                    (j) Liens securing Capital Leases and Debt permitted by clauses (b), (c), (d), (h), (j)(i), (k) and (l) of Section 7.13 of this Agreement.

                    (k) Liens in favor of the Borrowers or any of the Subsidiary Guarantors;

                    (l) purchase money liens attached to assets acquired in the ordinary course of business of the Borrowers and its Subsidiaries, provided that such liens cover only the assets so acquired;

                    (m) inchoate statutory Liens arising under ERISA incurred in the ordinary course of business;

                    (n) leases or subleases granted to other that do not materially interfere with the ordinary course of business of the Borrower and its Subsidiaries, taken as a whole, or the rights and remedies of the Administrative Agent in respect of the Collateral;

                    (o) Liens existing on the assets of any Person that becomes a Subsidiary Guarantor, or existing on assets acquired, pursuant to a Permitted Acquisition; provided that such Liens attach at all times only to the same assets that such Liens attached to immediately prior to such Permitted Acquisition;

                    (p) Liens on cash deposits and other funds maintained with a depositary institution, in each case arising in the ordinary course of business by virtue of any statutory or common law provision relating to banker’s liens, including Section 4-210 of the UCC;

                    (q) Liens arising from the rights of lessors under leases (including financing statements regarding property subject to lease).

                    (r) Liens in favor of customs and revenue authorities in connection with custom duties;

                    (s) Liens securing insurance premium financing; provided that such Liens do not extend to any property or assets other than the insurance policies and proceeds thereof; and

                    (t) Liens on assets of the Borrower or any Subsidiaries with respect to obligations (other than in respect of Debt) that do not exceed $2,000,000 at any one time outstanding; provided that the assets subject to such Lien shall not exceed at any time $2,000,000 in the aggregate.

                    “Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, Governmental Authority, or any other entity.

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                    “Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) which the US Borrower or any of its Subsidiaries sponsors or maintains or to which the US Borrower or any of its Subsidiaries makes, is making, or is obligated to make contributions and includes any Pension Plan (as defined in Section 3(2) of ERISA).

                    “Pounds Sterling” and “£” each mean lawful currency of the United Kingdom. Unless otherwise specified, all payments under the Loan Documents by the UK Credit Parties shall be made in Pounds Sterling.

                    “Preferred Stock” means any Capital Stock with preferential rights of payment of dividends, rights to mandatory redemption or other distributions or upon liquidation, dissolution, or winding up.

                    “Prior Claims” means all Liens created by applicable laws (in contrast to those granted voluntarily) which rank or are capable of ranking prior or pari passu with the Agents’ Liens against all or part of the Collateral, including for amounts owing for vacation pay, employee remuneration, deductions and contributions, goods and services taxes, sales taxes, VAT, corporate taxes, realty taxes, business taxes, workers’ compensation, pension plan or fund obligations, overdue rents and remuneration and expenses incurred in insolvency or similar proceedings and all UK Preferential Claims.

                    “Pro Forma EBITDA” means, with respect to any fiscal period, EBITDA for Mobile Services and its Subsidiaries for such period plus, for each Permitted Acquisition consummated during such period, an amount (each a “Pro Forma Adjustment Amount”) equal to the EBITDA of each such Person or business so acquired (to the extent not otherwise included in the EBITDA for the Credit Parties and their Subsidiaries), calculated on a pro forma basis, as if the Permitted Acquisition had occurred on the first day of such period and calculated by the Applicable Borrower based on financial information related to such Person or business so acquired, including tax returns, which the US Borrower Representative (in the case of acquisitions by the US Credit Parties) or the UK Borrower (in the case of acquisitions by the UK Borrower and the UK Borrowing Base Parties) has reasonably determined to be satisfactory to support the calculation of the consolidated EBITDA of such Person or business so acquired, on a pro forma basis;

provided that the aggregate Pro Forma Adjustment Amounts that may be so added to EBITDA of Mobile Services and its Subsidiaries in connection with all acquisitions of any Persons or businesses with respect to any fiscal period shall in any event not exceed, in aggregate, $4,000,000 plus any additional amount approved by the Administrative Agent in its sole discretion. Together with each Compliance Certificate delivered as set forth above, the US Borrower Representative or the UK Borrower shall deliver to the Administrative Agent and the UK Agent the financial information related to such Person or business so acquired, including tax returns, if any, upon which the US Borrower Representative (in the case of acquisitions by the US Credit Parties) or the UK Borrower (in the case of acquisitions by the UK Borrower and the UK Borrowing Base Parties) has based its determinations as to the calculation of the consolidated EBITDA of such Person or business so acquired.

                    “Proposed Changes” has the meaning specified in Section 11.1(g).

                    “Proprietary Rights” means all of the Applicable Borrower’s now owned and hereafter arising or acquired: licenses, franchises, permits, patents, patent rights, copyrights, works which are the subject matter of copyrights, trademarks, service marks, trade names, trade styles, patent, trademark and service mark applications, and all licenses and rights related to any of the foregoing, including those patents, trademarks, service marks, trade names and copyrights set forth on Schedule 6.12 hereto, and all other rights under any of the foregoing, all extensions, renewals, reissues, divisions, continuations, and

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continuations-in-part of any of the foregoing, and all rights to sue for past, present and future infringement of any of the foregoing.

                    “Pro Rata Share” means, as of any date,

                    (a) with respect to the Pro Rata Share ascribed to any US Lender, a fraction (expressed as a percentage), the numerator of which is the amount of such US Lender’s US Commitments and the denominator of which is the sum of the amounts of all of the US Lenders’ US Commitments, or if no US Commitments are outstanding, a fraction (expressed as a percentage), the numerator of which is the amount of US Obligations owed to such US Lender and the denominator of which is the aggregate amount of the US Obligations owed to all of the US Lenders, in each case giving effect to the US Lenders’ participation in Non-Ratable Loans and Agent Advances,

                    (b) with respect to the Pro Rata Share ascribed to any UK Lender, a fraction (expressed as a percentage), the numerator of which is the amount of such UK Lender’s UK Commitments and the denominator of which is the sum of the amounts of all of the UK Lenders’ UK Commitments, or if no UK Commitments are outstanding, a fraction (expressed as a percentage), the numerator of which is the amount of UK Obligations owed to such UK Lender and the denominator of which is the aggregate amount of the UK Obligations owed to all of the UK Lenders, in each case giving effect to the UK Lenders’ participation in Non-Ratable Loans and Agent Advances,

                    (c) with respect to the Pro Rata Share ascribed to any Lender (without reference to such Lender being a US Lender or a UK Lender), a fraction (expressed as a percentage), the numerator of which is the amount of such Lender’s Aggregate Commitments and the denominator of which is the sum of the amounts of all of the Lenders’ Aggregate Commitments, or if no US Commitments and no UK Commitments are outstanding, a fraction (expressed as a percentage), the numerator of which is the amount of Obligations owed to such Lender and the denominator of which is the aggregate amount of the Obligations owed to all of the Lenders, in each case giving effect to the Lenders’ participation in Non-Ratable Loans and Agent Advances.

                    “Public Debt” means any unsecured Debt offered or sold (i) without registration pursuant to the Securities Act in transactions qualifying for a resale exemption under the Securities Act pursuant to Rule 144A or Regulation S of the Securities Act, or (ii) pursuant to registration under the Securities Act.

                    “Put Date” has the meaning specified in Section 1.7 of the UK Credit Agreement.

                    “Put Notice” has the meaning specified in Section 1.7 of the UK Credit Agreement.

                    “Ravenstock” means Ravenstock MSG Limited, a company formed under the laws of England and Wales.

                    “Ravenstock Tam Hire” means Ravenstock Tam (Hire) Limited, a company formed under the laws of England and Wales.

                    “Real Estate” means, with respect to any Person, all of such Person’s now or hereafter owned or leased estates, or other interests, in real property or heritable property, including all fees, leaseholds and future interests, together with all of such Person’s now or hereafter owned or leased interests in the improvements thereon, the fixtures attached thereto and the easements or servitudes appurtenant thereto.

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                    “Refinancing” means the following transactions referred to collectively: (a) termination of the Existing US Credit Agreement and Existing UK Credit Agreement, (b) payment of any principal, interest, fees or other amounts owing thereunder, and (c) all other transactions related thereto.

                    “Release” means a release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration of a Contaminant into the indoor or outdoor environment or into or out of any Real Estate or other property, including the movement of Contaminants through or in the air, soil, surface water, groundwater or Real Estate or other property.

                    “Rental Fleet Assets” as distinguished from Sales Inventory, means Inventory of the applicable Credit Parties consisting of new and used manufactured or remanufactured portable storage containers, portable storage trailers, cartage trailers, and portable mobile office units or cabins owned by the applicable Credit Parties and in the ordinary course of business either (a) held for lease or to be furnished under a contract of service or (b) leased to a customer by the applicable Credit Parties as lessor or furnished by the applicable Credit Parties to a customer under a contract of service.

                    “Replies to Enquiries” means replies to enquiries of the legal and beneficial owner of the UK Property to which the enquiries relate in the forms referred to in the UK Properties Report on Title and dated August 1, 2006.

                    “Reportable Event” means, any of the events set forth in Section 4043(b) of ERISA or the regulations thereunder, other than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.

                    “Required Lenders” means at any date of determination Lenders holding, in the aggregate, more than 50% of the sum of (a) the US Commitments (or, if no US Commitments are outstanding, the amount of Obligations owed to all US Lenders) and, (b) the UK Commitments (or if no UK Commitments are outstanding the amount of Obligations owed to all UK Lenders).

                    “Requirement of Law” means, as to any Person, any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon the Person or any of its property or to which the Person or any of its property is subject.

                    “Reserves” means, without duplication, reserves that limit the availability of credit under the (I) US Credit Agreement, consisting of reserves against US Availability or the US Borrowing Base, established by the Administrative Agent from time to time in the Administrative Agent’s reasonable credit judgment and (II) the UK Credit Agreement, consisting of reserves against UK Availability or the UK Borrowing Base, established by the UK Agent from time to time in the UK Agent’s sole credit judgment. Without limiting the generality of the foregoing, the following reserves shall be deemed to be a reasonable exercise of the Administrative Agent’s credit judgment and within the discretion of the UK Agent in its sole credit judgment: (a) Bank Product Reserves, (b) a reserve for accrued, unpaid interest on the Obligations, (c) reserves in the amount of three-months rent in respect of UK Leased and Subleased Real Estate and other properties disclosed in Schedule 6.11 (excluding UK Owned Real Estat) provided that in the event that the Borrower obtains a waiver letter in the agreed form (even though not obliged to do so), there shall be no reserve against that particular property and a reserve in the amount of 3 months rent in respect of future acquired leasehold property until such time as the Borrower obtains a waiver letter in the agreed form, (d) Inventory shrinkage, (e) Environmental Compliance Reserves, (f) customs charges, (g) dilution, (h) warehousemen’s or bailees’ charges, (i) reserves for Prior Claims, (j) reserves for any Debt or other obligations outstanding under any Capital Lease or lease which contains a no-cost purchase option, (k) during any period in which Total Excess Availability is not greater than or equal to

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$30,000,000, reserves, from time to time, for the next payment due under the Welsh Carson Management Agreement, (l) reserves in the amount of two-months mortgage payments in respect of owned Real Estate subject to a mortgage or deed of trust for which a mortgagee waiver and access agreement acceptable to the Administrative Agent shall not have been obtained, (m) US Trailer Reserves and (n) Appraisal Reserves. Neither the Administrative Agent nor the UK Agent will establish Reserves after the Closing Date on account of any circumstances, conditions, events or contingencies known to the Administrative Agent or the UK Agent on or prior to the Closing Date and which have not changed in a material respect since the Closing Date; provided, however, that to the extent the Administrative Agent or the UK Agent establishes new criteria or revises existing criteria in respect of existing Reserves to address any circumstances, conditions, events or contingencies, neither the Administrative Agent nor the UK Agent shall establish a new Reserve or increase another Reserve for the same purpose. Any Reserve established or increased by the Administrative Agent or the UK Agent shall in any case have a reasonable relationship to the circumstances, condition, event or contingency which is the basis for such Reserve, as reasonably determined by the Administrative Agent and the UK Agent in good faith according to its reasonable credit judgment.

                    “Responsible Agent” means (a) with respect to matters relating to the US Credit Agreement, the Administrative Agent and (b) with respect to matters relating to the UK Credit Agreement, the UK Agent.

                    “Responsible Officer” of any Person means the chairman, president, chief executive officer, chief financial officer, chief operating officer, general counsel, executive vice president or vice president, or any other senior officer having substantially the same authority and responsibility; or, with respect to compliance with financial covenants and the preparation of the Borrowing Base Certificates, the chief financial officer or the director of finance of the Applicable Borrower, or any other officer having substantially the same authority and responsibility.

                    “Restricted Investment” means, as to any Credit Party, any acquisition of property by such Credit Party in exchange for cash or other property, whether in the form of an acquisition of stock, debt, or other indebtedness or obligation, or the purchase or acquisition of any other property, or a loan, advance, capital contribution, or subscription, except the following acquisitions that are permitted by Credit Parties other than the Parent Guarantor; provided that nothing in this definition shall prevent or restrict the Parent Guarantor from consummating the Acquisition:

                    (a) acquisitions of Machinery and Equipment, Rental Fleet Assets and Fixed Assets to be used in the ordinary course of business of such Credit Party so long as the acquisition costs thereof constitute Capital Expenditures permitted hereunder;

                    (b) acquisitions of Sales Inventory in the ordinary course of business of such Credit Party;

                     (c) acquisitions of current assets acquired in the ordinary course of business of such Credit Party;

                    (d) cash, cash equivalents, and direct obligations of the United States of America, or any agency thereof, or obligations guaranteed by the United States of America, provided that such obligations mature within one year from the date of acquisition thereof;

                    (e) acquisitions of certificates of deposit maturing within one year from the date of acquisition, bankers’ acceptances, Eurodollar bank deposits, or overnight bank deposits, in each case

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issued by, created by, or with a bank or trust company organized under the laws of the United States of America or any state thereof having capital and surplus aggregating at least $100,000,000;

                    (f) acquisitions of commercial paper given a rating of “A2” or better by Standard & Poor’s Corporation or “P2” or better by Moody’s Investors Service, Inc. and maturing not more than 90 days from the date of creation thereof;

                    (g) Hedge Agreements;

                    (h) Intercompany Debt permitted hereunder;

                    (i) Permitted Acquisitions for which the consideration is paid in (i) Capital Stock of the Parent Guarantor or (ii) cash (including the amount of any Debt or other obligations or liabilities assumed or acquired in connection with such Permitted Acquisition) and the fair market value of such consideration does not exceed:

(A)	in the Fiscal Year ended December 31, 2006 (taking into account all Permitted Acquisitions occurring in Fiscal Year 2006 occurring prior to the Closing Date), the Dollar Equivalent of $50,000,000;
(B)	in the Fiscal Year ended December 31, 2007, the Dollar Equivalent of $50,000,000;
(C)	in the Fiscal Year ended December 31, 2008, the Dollar Equivalent of $55,000,000;
(D)	in the Fiscal Year ended December 31, 2009, the Dollar Equivalent of $60,000,000;
(E)	in the Fiscal Year ended December 31, 2010, the Dollar Equivalent of $65,000,000; and
(F)	in the Fiscal Year ended December 31, 2011, the Dollar Equivalent of $70,000,000;

in each case plus the Capital Expenditure to Acquisition Transfer Amount and less the Acquisition to CapEx Transfer Amount in any Fiscal Year (the “Maximum Permitted Acquisitions Amount”); provided that (1) the US Borrower shall, and shall cause its Subsidiaries to, comply with the requirements of Sections 7.31 and 7.32 with respect to each such acquisition, and (2) such Maximum Permitted Acquisitions Amount for any Fiscal Year shall be increased by an amount equal to the sum of (X) the excess, if any of (A) the Maximum Permitted Acquisitions Amount for the previous Fiscal Year (without giving effect to any adjustment in accordance with this proviso) over the amount of Permitted Acquisitions actually made during the immediately preceding Fiscal Year (the “Acquisition Carry Forward Amount”), up to an aggregate maximum increase equal to the Dollar Equivalent of $15,000,000 for such Fiscal Year (any such amount to be certified by the US Borrower Representative to the Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of the previous fiscal year); provided further that, notwithstanding the foregoing restrictions, any Permitted Acquisition or portion thereof (including all costs, fees and other related expenses) funded solely by the issuance of Capital Stock, net cash proceeds and/or marketable securities received by the US Borrower from the issuance of Capital Stock (but not Preferred Stock other than Preferred Stock of the Parent Guarantor

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which complies with Section 7.34) of the Parent Guarantor shall not be counted in the calculation of such limitations;

                    (j) acquisitions of Real Estate, subject to compliance with Sections 7.26 and 7.33;

                    (k) transactions between the US Borrowers and Ravenstock subject to compliance with Section 7.15(e);

                    (l) transactions that would otherwise be Restricted Investments existing as of the Closing Date, and any extensions, renewals or reinvestments thereof, so long as the aggregate amount thereof is not increased at any time above the amount existing on the Closing Date;

                    (m) acquisition or holding of assets received in connection with the bankruptcy or reorganization of trade creditors, trade counterparties, suppliers or customers and in settlement of delinquent obligations of, and other disputes with, customers;

                    (n) the acquisition or holding of the Capital Stock and Intercompany Debt in any Borrower and each of their Subsidiaries by Parent Guarantor and each of its Subsidiaries;

                    (o) acquisitions made to repurchase or retire common stock of any Borrower or any of its Subsidiaries owned by any employee stock ownership plan or key employee, directors and officers, or other stock ownership plans of any Borrower or any of its Subsidiaries;

                    (p) acquisition of assets pursuant to transaction described in Sections 7.9, 7.15 or 7.20 or resulting from transactions permitted in Sections 7.13(c), (k), (l) or (m);

                    (q) workers’ compensation, utility, lease and similar deposits and prepaid expenses in the ordinary course of business, and the endorsement of instruments for collection or deposit in the ordinary course of business;

                    (r) transactions arising from agreements providing for adjustment of the purchase price, deferred payment, earnout or similar obligations, in each case, in connection with the disposal or acquisition of any business or assets not prohibited hereunder; and

                    (s) loans and advances to employees, directors or officers of any Borrower or its Subsidiaries for any purpose not to exceed the principal amount of $3,000,000 in the aggregate at any time outstanding.

                    “Revolving Loans” means the US Revolving Loans and the UK Revolving Loans.

                    “Sales Inventory” means Inventory, other than Rental Fleet Assets, of the applicable Credit Parties, which is held for sale to customers in the ordinary course of such Credit Parties’ business.

                    “Second Lien Security Agreement” means the second lien security agreement, dated as of August 1, 2006, entered into by and among, the Administrative Agent, MSG Asset Trust, in its capacity as agent for and on behalf of the Administrative Agent and the Lenders, MSG, Mobile Services, ABMSC, Mobile Services, the Parent Guarantor, Texas LP and MSG Investments, as amended, restated, supplemented or otherwise modified from time to time.

                    “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

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                    “Senior Unsecured Note Indenture” means the Indenture entered into by Mobile Services, MSG and the guarantors in respect thereof in connection with the issuance of the Senior Unsecured Notes, together with all instruments and other agreements entered into by the Mobile Services and such guarantors in connection therewith.

                    “Senior Unsecured Notes” means the senior unsecured notes of Mobile Services and MSG issued on the Closing Date pursuant to the Senior Subordinated Note Indenture.

                    “Senior Unsecured Noteholders” shall mean the holders from time to time of the Senior Unsecured Notes.

                    “Set Off” includes any right of retention, claim of compensation or right to balance accounts on insolvency.

                    “Settlement” and “Settlement Date” have the meanings specified in Section 12.15(a)(ii) of the US Credit Agreement and Section 12.14(a)(ii) of the UK Credit Agreement.

                    “Similar Business” means the same line of business or business activities that are substantially similar or related to the business of the Borrowers as existing on the Closing Date.

                    “Software” means, with respect to any Person, all “software” as such term is defined in the UCC, now owned or hereafter acquired by such Person, other than software embedded in any category of Goods, including all computer programs and all supporting information provided in connection with a transaction related to any program.

                    “Solvent” means, when used with respect to any Person, that at the time of determination:

                    (a) the assets of such Person, at a fair valuation, are in excess of the total amount of its debts (including contingent liabilities); and

                    (b) the present fair saleable value of its assets is greater than its probable liability on its existing debts as such debts become absolute and matured; and

                    (c) it is then able and expects to be able to pay its debts (including contingent debts and other commitments) as they mature; and

                    (d) it has capital sufficient to carry on its business as conducted and as proposed to be conducted.

                    For purposes of determining whether a Person is Solvent, the amount of any contingent liability shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

                    “Spot Rate” for any applicable currency means the rate quoted by the Administrative Agent as the spot rate for the purchase by the Administrative Agent of the applicable currency with Dollars or Dollars with the applicable currency, as the case may be, at approximately 9:00 a.m. (Administrative Agent’s local time) on such date as of which the foreign exchange computation is made for delivery two US Business Days later.

                    “Stated Termination Date” means August 1, 2011.

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                     “Sterling Equivalent” means, at any time, (a) as to any amount denominated in Pounds Sterling, the amount thereof at such time and (b) as to any amount denominated in Dollars or any other currency other than Pounds Sterling, the equivalent amount in Pounds Sterling as determined by the Administrative Agent at such time on the basis of the Spot Rate for the purchase of Pounds Sterling with Dollars or such other currency on the most recent computation date.

                    “Subsidiary” of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than fifty percent (50%) of the Voting Stock or other equity interests (in the case of Persons other than corporations), is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof. Unless the context otherwise clearly requires, references herein to a “Subsidiary” refer to a Subsidiary of the Parent Guarantor.

                    “Subsidiary Guarantors” means all US Subsidiaries and Foreign Subsidiaries which are or become a party to a Subsidiary Guaranty; provided that MSG Investments and any Foreign Subsidiaries shall not be Subsidiary Guarantors with respect to the Obligations of the US Borrowers.

                    “Subsidiary Guaranty” means each of the US Subsidiary Guaranty and the UK Guaranty, which have been executed and delivered by one or more US Subsidiary Guarantors and /or one or more Foreign Subsidiary Guarantors to guarantee, for the benefit of the Agents, the UK Security Trustee and the Lenders, as applicable the Obligations of the US Borrower and/or the UK Borrower.

                    “Supporting Obligations” means all supporting obligations as such term is defined in the UCC, including letters of credit and guaranties issued in support of Accounts, Chattel Paper, Documents, General Intangibles, Instruments, or Investment Property.

                    “Taxes” means any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, including value added taxes but excluding, in the case of each Lender and each Agent, such taxes (including income taxes or franchise taxes) as are imposed on or measured by each Agent’s or Lenders’ net income as a result of a connection between such Agent or Lender and the jurisdiction of the governmental authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Agent or Lender having executed, delivered or performed its obligations or received a payment under, or enforced by, the US Credit Agreement or the UK Credit Agreement).

                    “Termination Date” means the earliest to occur of (i) the Stated Termination Date, (ii) the date the Total Facility is terminated either by the Borrowers pursuant to Section 3.2 or by the Required Lenders pursuant to Section 9.2), and (iii) the date the Agreement is otherwise terminated for any reason whatsoever pursuant to the terms of the Agreement.

                    “Texas-LP” means Mobile Storage Group (Texas), L.P., a Texas limited partnership.

                    “Title Insurance Company” has the meaning specified in Section 8.1(cc) of the US Credit Agreement.

                    “Total Excess Availability” means, at any time, the lesser of (i) the Maximum Amount minus Aggregate Outstandings or (ii) Aggregate Availability.

                    “Total UK Facility” has the meaning specified in Section 1.1 of the UK Credit Agreement.

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                    “Total US Facility” has the meaning specified in Section 1.1 of the US Credit Agreement.

                    “Transaction Documents” shall mean, collectively, the Loan Documents and the Senior Unsecured Note Indenture.

                    “Transferee” has the meaning specified in Section 11.2(a) of the UK Credit Agreement.

                    “Tudorgrade” means Tudorgrade (Container Repairs) Limited, a company formed under the laws of England and Wales.

                    “UCC” means the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws of which are required as a result thereof to be applied in connection with the issue of perfection of security interests; provided, that to the extent that the UCC is used to define any term herein or in any other documents and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern.

                    “UK 2006 Debenture” means the debenture, dated as of August 1, 2006, and entered into by Ravenstock, Mobile Storage (UK), the Luxembourg Subsidiary, and Ravenstock Tam Hire, among others, and any document entered into pursuant thereto, as amended, restated, supplemented or otherwise modified from time to time.

                    “UK 2006 Share Charge” means the share charge, dated as of August 1, 2006, and entered into by the UK Security Trustee and MSG, as amended, restated, supplemented or otherwise modified from time to time.

                    “UK Advance Rate” means, (a) from the date hereof until such time as an appraisal by the Appraiser of the Rental Fleet Assets of the UK Borrower and the UK Borrowing Base Parties is delivered to the Administrative Agent (such appraisal to be reasonably satisfactory to the Administrative Agent), 100% and (b) thereafter, upon the receipt from time to time by the Administrative Agent of an appraisal pursuant to Section 7.4(d), a percentage equal to (a) the lesser of (i) 90% of the Orderly Liquidation Value of the Eligible Rental Fleet Assets of the UK Borrower and the UK Borrowing Base Parties set forth in such appraisal or (ii) 100% of the net book value, determined in accordance with GAAP, of such Eligible Rental Fleet Assets of the UK Borrower and the UK Borrowing Base Parties divided by (b) the aggregate net book value of the Eligible Rental Fleet Assets of the UK Borrower and the UK Borrowing Base Parties.

                    “UK Agent” means The CIT Group/Business Credit, Inc., solely in its capacity as agent for the UK Lenders, and any successor agent.

                    “UK Agents” means, collectively, the Administrative Agent, the UK Agent, the Solicitation Agent, the Documentation Agents, if any, and the UK Security Trustee.

                    “UK Agents’ Liens” means the Liens in the UK Collateral granted to the UK Security Trustee for the benefit of the UK Lenders, and UK Agents pursuant to the UK Credit Agreement and the other UK Loan Documents.

                    “UK Aggregate Outstandings” means, without duplication, at any date of determination the Sterling Equivalent of an amount equal to: the sum of (a) the unpaid balance of UK Revolving Loans, (b) the aggregate amount of UK Pending Revolving Loans, (c) one hundred percent (100%) of the aggregate undrawn face amount of all outstanding Letters of Credit issued in respect of the UK Borrower,

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and (d) the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit issued in respect of the UK Borrower not included in clause (a).

                    “UK Availability” means, at any time, an amount equal to: (a) the lesser of (i) the Maximum UK Amount or (ii) the UK Borrowing Base, minus (b) Reserves relating to the UK Borrower and their Subsidiaries and assets, other than Reserves deducted in the calculation of the UK Borrowing Base, minus (c) the UK Aggregate Outstandings.

                    “UK Bank Products” means any one or more of the following types of services or facilities extended to the UK Borrower or other UK Credit Party by a Bank Product Provider at the UK Borrower’s request: (i) credit cards; (ii) ACH Transactions; (iii) Hedge Agreements; and (iv) cash management, including controlled disbursement services.

                    “UK Base Rate” means the UK Agent’s reference rate for Pounds Sterling loans, being the rate from time to time set by the UK Agent based on various factors including the cost of funds, desired return and general economic conditions and which is used as a reference point for pricing loans made by it in Pounds Sterling.

                    “UK Base Rate Revolving Loan” means a UK Revolving Loan during any period in which it bears interest based on the UK Base Rate.

                    “UK Borrower” means Ravenstock.

                    “UK Borrowing” means a borrowing under the UK Credit Agreement consisting of UK Revolving Loans made on the same day by the UK Lenders to the UK Borrower or by the UK Agent in the case of a UK Borrowing funded by Non-Ratable Loans or by the Agent in the case of a UK Borrowing consisting of an Agent Advance, or the issuance of Letters of Credit hereunder for the account of the UK Borrower.

                    “UK Borrowing Base” means, at any time, an amount determined in Dollars equal to (i) the sum of (A) eighty-five percent (85%) of the Net Amount of Eligible Accounts of the UK Borrower and the UK Borrowing Base Parties; plus (B) the UK Advance Rate multiplied by the Book Value of Eligible Rental Fleet Assets of the UK Borrower and the UK Borrowing Base Parties; plus (C) the lesser of (i) ninety percent (90%) of the Book Value of Eligible Machinery and Equipment of the UK Borrower and the UK Borrowing Base Parties or (ii) eighty percent (80%) of the Orderly Liquidation Value of Eligible Machinery and Equipment of the UK Borrower and the UK Borrowing Base Parties; plus (D) the Value of Eligible Sales Inventory of the UK Borrower and the UK Borrowing Base Parties; minus (ii) Reserves from time to time established by the UK Agent in its commercially reasonable discretion relating to the UK Borrower and the UK Borrowing Base Parties or their assets. In connection with and subsequent to any Permitted Acquisition, the Accounts and Rental Fleet Assets acquired by the UK Borrower or any UK Borrowing Base Party, or, subject to compliance with Section 7.32 of the US Credit Agreement, of the Person so acquired, may be included in the calculation of the UK Borrowing Base for Loans incurred in connection with such Permitted Acquisition and thereafter if all criteria set forth in the definitions of Eligible Accounts and Eligible Inventory have been satisfied and, if the aggregate purchase price is greater than or equal to $15,000,000, the Responsible Agent shall have received from the Appraiser a “desktop appraisal” of such Rental Fleet Assets acquired by the applicable Credit Parties or owned by such Person acquired by the applicable Credit Parties which shall be reasonably satisfactory in scope, form and substance to the Responsible Agent.

                    “UK Borrowing Base Party” means MSG Investments and each of the Subsidiary Guarantors that are Foreign Subsidiaries.

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                    “UK Business Day” means (a) any day that is not a Saturday, Sunday, or a day on which banks in London, England or New York, New York are required or permitted to be closed, and (b) with respect to all notices, determinations, fundings and payments in connection with the UK Sterling LIBOR Revolving Loans, any day that is a UK Business Day pursuant to clause (a) above and that is also a day on which trading in Pounds Sterling is carried on by and between banks in the London interbank market.

                    “UK Collateral” means all of the UK Obligors’ real, heritable, personal, movable and immovable property and all other assets and undertakings of any Person from time to time subject to the UK Agents’ Liens securing payment or performance of the UK Obligations.

                    “UK Commitment” means, at any time with respect to a UK Lender, the principal amount set forth beside such UK Lender’s name under the heading “UK Commitment” on Schedule 1 attached to the UK Credit Agreement or on the signature page of the UK Transfer Agreement pursuant to which such UK Lender became a UK Lender under the UK Credit Agreement in accordance with the provisions of Section 11.2 of the UK Credit Agreement, as such UK Commitment may be adjusted from time to time in accordance with the provisions of Section 11.2, and “UK Commitments” means, collectively, the aggregate amount of the UK Commitments of all of the UK Lenders. For the avoidance of doubt, “UK Commitment” shall include the UK Revolver Participant Commitment.

                    “UK Credit Agreement” shall have the meaning given such term in the recitals hereto.

                    “UK Credit Party” means the UK Borrower, the Parent Guarantor, MSG Investments and each of the Subsidiary Guarantors that are Foreign Subsidiaries.

                     “UK Fronting Lender” means the UK Agent, solely in its capacity as fronting lender for the UK Revolver Participants.

                    “UK GAAP” means accounting principles, standards and practices generally accepted from time to time in the United Kingdom and issued or adopted by the Accounting Standards Branch of the United Kingdom (or successor thereof from time to time).

                    “UK Guaranty” means the UK guarantee, dated as of August 1, 2006, and entered into by UK Security Trustee, the Parent Guarantor, ABMSC, Texas-LP, Mobile Storage (UK), Ravenstock Tam Hire, UK-LP, MSG Investments and the Luxembourg Subsidiary, among others, as amended, restated, supplemented or otherwise modified from time to time.

                    “UK Intercreditor Deed” means the intercreditor deed, dated as of August 1, 2006, and entered into by and among the UK Security Trustee, Mobile Services, MSG, Ravenstock, the Luxembourg Subsidiary, Mobile Storage (UK), among others, as amended, restated, supplemented or otherwise modified from time to time.

                    “UK Lender” means any Lender listed on Schedule 1 of the UK Credit Agreement under the heading “UK Lender,” and any other Lender (including, for the avoidance of doubt, any UK Revolver Participant and the UK Fronting Lender) that may, from time to time, hold UK Revolving Loans (or UK Revolver Participant Commitments, as applicable) and shall include the Responsible Agent to the extent of any Agent Advance outstanding under the UK Credit Agreement and the UK Agent to the extent of any Non-Ratable Loan outstanding under the UK Credit Agreement; provided that no such Agent Advance or Non-Ratable Loan shall be taken into account in determining any UK Lender’s Pro Rata Share.

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                    “UK Loan Documents” means the UK Credit Agreement, the UK Guaranty, the US Security Documents, the UK Security Documents and the Luxembourg Security Documents and any other agreements, instruments, and documents heretofore, now or hereafter evidencing, securing, guaranteeing or otherwise relating to the UK Obligations, the UK Collateral, or any other aspect of the transactions contemplated by the UK Credit Agreement.

                    “UK-LP” means Mobile Storage UK Finance LP, a limited partnership formed under the laws of England and Wales.

                    “UK Obligations” means, with respect to any UK Obligor, all present and future loans, advances, liabilities, obligations, covenants, duties, and debts owing by such UK Obligor to the UK Agents and/or any UK Lender, and/or any indemnitee arising under or pursuant to the UK Credit Agreement or any of the other UK Loan Documents, whether or not evidenced by any note, or other instrument or document, whether arising from an extension of credit, opening of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, expenses, fees, attorneys’ fees, filing fees and any other sums chargeable to any UK Obligor hereunder or under any of the other Loan Documents. “UK Obligations” includes (a) all debts, liabilities, and obligations now or hereafter arising from or in connection with the Letters of Credit issued under the UK Credit Agreement and (b) all debts, liabilities and obligations now or hereafter arising from or in connection with UK Bank Products, including all debts, liabilities and obligations now or hereafter arising from or in connection with any Hedge Agreement entered into with the UK Agent or any UK Lender.

                    “UK Obligors” means the UK Credit Parties, each other Credit Party party to any UK Loan Document and any other Person who, from time to time, may be a guarantor of the UK Obligations of any UK Credit Party or have granted a Lien to secure the UK Obligations of any UK Credit Party.

                    “UK Pending Revolving Loans” means, at any time, the aggregate principal amount of all UK Revolving Loans requested in any Notice of Borrowing received by the UK Agent which have not yet been advanced.

                    “UK Preferential Claims” means (a) £600,000 for each UK Borrowing Base Party being the amount subject to unsecured creditor dilution pursuant to the United Kingdom Enterprise Act 2002 and the United Kingdom Insolvency Act 1986 or such other amount as may be specified as a matter of English law plus (b) an amount determined by the UK Agent representing an estimate of potential prior ranking capital gains or other taxes.

                    “UK Properties” means all the freehold and leasehold properties and other Real Estate real properties and interests in real properties owned by or vested in the UK Borrower or any of its Subsidiaries including all buildings and other structures from time to time erected thereon and all fixtures and fittings (trade or otherwise) and fixed plant or machinery from time to time thereon or therein (and “UK Property” shall be construed accordingly).

                    “UK Properties Report on Title” means a report on title to the UK Properties listed in Schedule 6.11 by Messrs. BP. Collins in respect of UK Properties in England and Wales, McClure Naismith in respect of UK Properties in Scotland and McGrigors in respect of UK Properties in Northern Ireland in form acceptable to the UK Security Trustee dated August 1, 2006.

                    “UK Required Lenders” means at any date of determination UK Lenders holding, in the aggregate, more than 50% of the sum of commitments under the UK Revolving Facility.

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                    “UK Revolver Participant” means those UK Lenders having UK Revolver Participant Commitments.

                    “UK Revolver Participant Commitment” means the commitment of each UK Revolver Participant to make its purchases of the risk participation from the UK Fronting Lender in the principal amount set forth beside such UK Revolver Participant’s name under the heading “UK Revolver Participant Commitment” on Schedule 1 attached to the UK Credit Agreement or on the signature page of the UK Transfer Agreement pursuant to which such UK Revolver Participant became a UK Revolver Participant under the UK Credit Agreement in accordance with the provisions of Section 11.2 of the UK Credit Agreement, as such UK Revolver Participant Commitment may be adjusted from time to time in accordance with Section 11.2, and “UK Revolver Participant Commitments” means, collectively, the aggregate amount of the UK Revolver Participant Commitments of all UK Revolver Participants.

                    “UK Revolving Facility” has the meaning specified in Section 1.2(a) of the UK Credit Agreement.

                    “UK Revolving Loans” has the meaning specified in Section 1.2 of the UK Credit Agreement and includes each Agent Advance and Non-Ratable Loan made to the UK Borrower.

                    “UK Security Documents” means the UK Guaranty, the UK 2006 Share Charge, the UK 2006 Debenture, the UK Intercreditor Deed and the UK Security Trust Deed.

                    “UK Security Trust Deed” means the security trust deed, dated as of August 1, 2006, and entered into by the Administrative Agent, the UK Agent, the UK Security Trustee, MSG, Mobile Services, Ravenstock, Mobile Storage (UK), Ravenstock Tam Hire, the Luxembourg Subsidiary, UK-LP, among others, as amended, restated, supplemented or otherwise modified from time to time.

                    “UK Security Trustee” means The CIT Group/Business Credit, Inc., solely in its capacity as security trustee for the Lenders under the UK Security Documents, and any successor security trustee.

                    “UK Sterling LIBOR Rate” means, for any Interest Period, with respect to UK Sterling LIBOR Revolving Loans, the rate of interest per annum appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in Pounds Sterling at approximately 11:00 a.m. (London time) two UK Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not available, the UK Sterling LIBOR Rate shall be, for any Interest Period, the rate per annum appearing on Reuters Screen LIBOR Page as the London interbank offered rate for deposits in Pounds Sterling at approximately 11:00 a.m. (London time) two UK Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBOR Page, the applicable rate shall be the arithmetic mean of all such rates. If for any reason none of the foregoing rates is available, the UK Sterling LIBOR Rate shall be, for any Interest Period, the rate per annum determined by the UK Agent as the rate of interest at which Pounds Sterling deposits in the approximate amount of the relevant UK Loan comprising part of such Borrowing would be offered by JPMorgan Chase Bank’s London Branch to major banks in the London interbank market at their request at or about 11:00 a.m. (London time) two UK Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period.

                    “UK Sterling LIBOR Revolving Loan” means a UK Revolving Loan during any period in which it bears interest based on the UK Sterling LIBOR Rate.

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                    “UK Transfer Agreement” has the meaning specified in Section 11.2(a) of the UK Credit Agreement.

                    “UK Unused Letter of Credit Subfacility” means an amount equal to the Letter of Credit Subfacility minus the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit issued under the UK Credit Agreement plus, without duplication, (b) the aggregate unpaid reimbursement obligations with respect to all drawn Letters of Credit issued under the UK Credit Agreement to the extent not included in the Loans outstanding under the UK Credit Agreement, plus (c) the aggregate undrawn amount of all outstanding Letters of Credit issued under the US Credit Agreement, plus, without duplication, (d) the aggregate unpaid reimbursement obligations with respect to all drawn Letters of Credit issued under the US Credit Agreement to the extent not included in the Loans outstanding under the US Credit Agreement.

                    “UK Unused Multicurrency Letter of Credit Sublimit” means an amount equal to the Multicurrency Letter of Credit Sublimit minus the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit issued under the UK Credit Agreement and denominated in Dollars, Canadian Dollars or Euro plus, without duplication, (b) the aggregate unpaid reimbursement obligations with respect to all drawn Letters of Credit issued under the UK Credit Agreement and denominated in Dollars, Canadian Dollars or Euro to the extent not included in the Loans outstanding under the UK Credit Agreement, plus (c) the aggregate undrawn amount of all outstanding Letters of Credit issued under the US Credit Agreement and denominated in Pounds Sterling, Canadian Dollars or Euro, plus, without duplication, (d) the aggregate unpaid reimbursement obligations with respect to all drawn Letters of Credit issued under the US Credit Agreement and denominated in Pounds Sterling, Canadian Dollars or Euro to the extent not included in the Loans outstanding under the US Credit Agreement.

                    “UK Unused Line Fee” has the meaning specified in Section 2.5 of the UK Credit Agreement.

                    “Unfunded Pension Liability” means the excess of a Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

                    “Unpaid Drawing” means any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit (including the Dollar Equivalent thereof) so paid until reimbursed.

                    “Unused Line Fee” means the US Unused Line Fee and the UK Unused Line Fee.

                    “US Advance Rate” means, (a) from the date hereof until such time as an appraisal by the Appraiser of the Rental Fleet Assets of the US Borrower and the US Subsidiary Guarantors is delivered to the Administrative Agent (such appraisal to be reasonably satisfactory to the Administrative Agent), 100% and (b) thereafter, upon the receipt from time to time by the Administrative Agent of an appraisal pursuant to Section 7.4(d), a percentage equal to (a) the lesser of (i) 90% of the Orderly Liquidation Value of Eligible Rental Fleet Assets of the US Borrowers and the US Subsidiary Guarantors set forth in such appraisal or (ii) 100% of the net book value, determined in accordance with GAAP, of such Eligible Rental Fleet Assets of the US Borrower and the US Subsidiary Guarantors divided by (b) the aggregate net book value of the Eligible Rental Fleet Assets of the US Borrowers and the US Subsidiary Guarantors.

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                    “US Agents” means, collectively, the Administrative Agent, in its capacity as Administrative Agent hereunder and any successor in such capacity and in its capacity as security agent or collateral agent in respect of any US Security Documents and any successor in such capacity.

                    “US Agents’ Liens” means (a) the Liens in the US Collateral granted to the Administrative Agent for the benefit of the US Lenders and US Agents pursuant to the US Credit Agreement and the other US Loan Documents, and (b) the Liens in any motor vehicles or any other US Collateral granted to any motor vehicle agent or other agent acting on behalf of and for the benefit of the Administrative Agent pursuant to the Second-Lien Security Agreement or otherwise.

                    “US Aggregate Outstandings” means, without duplication and at any date of determination: the sum of (a) the unpaid balance of US Revolving Loans, (b) the aggregate amount of US Pending Revolving Loans, (c) one hundred percent (100%) of the aggregate undrawn face amount of all outstanding Letters of Credit issued in respect of the US Borrowers, and (d) the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit issued in respect of the US Borrowers not included in clause (a).

                    “US Availability” means, at any time (a) the lesser of (i) the Maximum US Amount or (ii) the US Borrowing Base, minus (b) Reserves, without double counting, relating to the US Borrower and its Subsidiaries and assets, other than Reserves deducted in the calculation of the US Borrowing Base, minus (c) the US Aggregate Outstandings.

                    “US Bank Products” means any one or more of the following types of services or facilities extended to a US Borrower or other US Credit Party by a Bank Product Provider at a US Borrower’s request: (i) credit cards; (ii) ACH Transactions; (iii) Hedge Agreements; and (iv) cash management, including controlled disbursement services.

                    “US Base Rate” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Rate in effect on such day plus ½ of 1% or for purposes hereof: “Prime Rate” shall mean the rate of interest in effect for such day for transaction in Dollars as publicly announced from time to time by JPMorgan Chase Bank, N.A. The Prime Rate is a rate set by JPMorgan Chase Bank, N.A. based upon various factors including JPMorgan Chase Bank, N.A. costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by JPMorgan Chase Bank, N.A. shall take effect at the opening of business on the day specified in the public announcement of such change.

                    “US Base Rate Revolving Loan” means a Revolving Loan during any period in which it bears interest based on the US Base Rate.

                    “US Borrower” means each of Mobile Services and MSG.

                    “US Borrower Representative” has the meaning specified in Section 1.2(c)(1) of the US Credit Agreement.

                    “US Borrowing” means a borrowing consisting of US Revolving Loans made on the same day by the Applicable Lenders to a US Borrower or by the Administrative Agent in the case of a US Borrowing funded by Non-Ratable Loans or by the Agent in the case of a US Borrowing consisting of an Agent Advance, or the issuance of Letters of Credit hereunder for the account of the US Borrower.

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                    “US Borrowing Base” means, at any time, an amount determined in Dollars equal to (i) the sum of (A) eighty-five percent (85%) of the Net Amount of Eligible Accounts of the US Borrowers and the US Subsidiary Guarantors; plus (B) the US Advance Rate multiplied by the Book Value of Eligible Rental Fleet Assets of the US Borrowers and the US Subsidiary Guarantors; plus (C) the lesser of (i) ninety percent (90%) of the Book Value of Eligible Machinery and Equipment of the US Borrowers and the US Subsidiary Guarantors or (ii) eighty percent (80%) of the Orderly Liquidation Value of Eligible Machinery and Equipment of the US Borrowers and the US Subsidiary Guarantors; plus (D) the Value of Eligible Sales Inventory of the US Borrowers and the US Subsidiary Guarantors; minus (ii) Reserves from time to time established by the US Agent in its commercially reasonable discretion relating to the US Borrowers and the US Subsidiary Guarantors or their assets. In connection with and subsequent to any Permitted Acquisition, the Accounts and Rental Fleet Assets acquired by any US Borrower or any US Subsidiary Guarantor, or, subject to compliance with Section 7.32 of the US Credit Agreement, of the Person so acquired, may be included in the calculation of the US Borrowing Base for Loans incurred in connection with such Permitted Acquisition and thereafter if all criteria set forth in the definitions of Eligible Accounts and Eligible Inventory have been satisfied and, if the aggregate purchase price is greater than or equal to $15,000,000, the Responsible Agent shall have received from the Appraiser a “desktop appraisal” of such Rental Fleet Assets acquired by the applicable Credit Parties or owned by such Person acquired by the applicable Credit Parties which shall be reasonably satisfactory in scope, form and substance to the Responsible Agent.

                     “US Business Day” means (a) any day that is not a Saturday, Sunday, or a day on which banks in Los Angeles, California or New York, New York are required or permitted to be closed, and (b) with respect to all notices, determinations, fundings and payments in connection with the US LIBOR Revolving Loans, any day that is a US Business Day pursuant to clause (a) above and that is also a day on which trading in Dollars is carried on by and between banks in the London interbank market.

                    “US Collateral” means all of the US Obligors’ real, personal, movable and immovable property and all other assets and undertakings of any Person from time to time subject to the US Agents’ Liens securing payment or performance of the US Obligations; provided that in no event shall more than 66% of the total outstanding Capital Stock of any Foreign Subsidiary or MSG Investments be pledged hereunder.

                    “US Commitment” means, at any time with respect to a US Lender, the principal amount set forth beside such US Lender’s name under the heading “US Commitment” on Schedule 1 attached to the US Credit Agreement or on the signature page of the Assignment and Acceptance pursuant to which such US Lender became a US Lender under the US Credit Agreement in accordance with the provisions of Section 1.7 or Section 11.2 of the US Credit Agreement, as such US Commitment may be adjusted from time to time in accordance with the provisions of Section 11.2, and “US Commitments” means the aggregate amount of the US Commitments of all of the US Lenders.

                    “US Credit Agreement” is defined in the preamble to the US Credit Agreement.

                    “US Credit Party” means each of the US Borrowers, the Parent Guarantor and each Subsidiary Guarantor that is a US Subsidiary.

                    “US Lender” means any Lender listed on Schedule 1 of the US Credit Agreement under the heading “US Lender,” and any other Lender that may, from time to time, hold US Revolving Loans and shall include the Responsible Agent to the extent of any Agent Advance outstanding under the US Credit Agreement and the Administrative Agent to the extent of any Non-Ratable Loan outstanding under the US Credit Agreement; provided that no such Agent Advance or Non-Ratable Loan shall be taken into account in determining any US Lender’s Pro Rata Share.

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                    “US LIBOR Rate” means, for any Interest Period, with respect to US LIBOR Revolving Loans, the rate of interest per annum determined pursuant to the following formula:

	US Offshore Base Rate
LIBOR Rate =
	1.00 - Eurodollar Reserve Percentage

                    Where,

                    “US LIBOR Revolving Loan” means a Revolving Loan during any period in which it bears interest based on the US LIBOR Rate.

                    “US Loans” means, collectively, all loans and advances provided for in Article 1 of the US Credit Agreement, except for US Bank Products.

                    “US Loan Documents” means the US Credit Agreement, US Parent Guaranty, the Fee Letter, the US Subsidiary Guaranty, the US Security Documents and any other agreements, instruments, and documents heretofore, now or hereafter evidencing, securing, guaranteeing or otherwise relating to the US Obligations, the US Collateral, or any other aspect of the transactions contemplated by the US Credit Agreement.

                    “US Mortgages” means any Mortgage hereafter executed and delivered to the Administrative Agent by any US Obligor, as amended, restated, supplemented or otherwise modified from time to time.

                    “US Obligations” means, with respect to any US Obligor, all present and future loans, advances, liabilities, obligations, covenants, duties, and debts owing by such US Obligor to the US Agents and/or any US Lender, and/or any indemnitee arising under or pursuant to the US Credit Agreement or any of the other US Loan Documents, whether or not evidenced by any note, or other instrument or document, whether arising from an extension of credit, opening of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, expenses, fees, attorneys’ fees, filing fees and any other sums chargeable to any US Obligor hereunder or under any of the other Loan Documents whether arising before, during or after the initial or any renewal term of this Agreement or after the commencement of any case with respect to such Borrower or Guarantor under the United States Bankruptcy Code or any similar statute (including the payment of interest and other amounts which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in such case). “US Obligations” includes (a) all debts, liabilities, and obligations now or hereafter arising from or in connection with the Letters of Credit issued under the US Credit Agreement and (b) all debts, liabilities and obligations now or hereafter arising from or in connection with US Bank Products, including all debts, liabilities and obligations now or hereafter arising from or in connection with any Hedge Agreement entered into with the Administrative Agent or any US Lender or any Affiliates of any US Lender or other Bank Product Provider.

                    “US Obligors” means the US Credit Parties, each other Credit Party party to any US Loan Document and any other Person who, from time to time, may be a guarantor of the US Obligations of any US Credit Party or have granted a Lien to secure the US Obligations of any US Credit Party. For the avoidance of doubt, US Obligors does not include (i) any Foreign Subsidiary of any US Obligor or (ii) MSG Investments.

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                    “US Offshore Base Rate” means the rate per annum appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two US Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not available, the US Offshore Base Rate shall be, for any Interest Period, the rate per annum appearing on Reuters Screen LIBOR Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two US Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBOR Page, the applicable rate shall be the arithmetic mean of all such rates. If for any reason none of the foregoing rates is available, the US Offshore Base Rate shall be, for any Interest Period, the rate per annum determined by the Administrative Agent as the rate of interest at which dollar deposits in the approximate amount of the US LIBOR Revolving Loan, comprising part of such Borrowing would be offered by JPMorgan Chase Bank N.A.’s London Branch to major banks in the offshore dollar market at their request at or about 11:00 a.m. (London time) two US Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period.

                    “US Parent Guaranty” means the parent guaranty, dated as of August 1, 2006, and entered into by the Administrative Agent and the Parent Guarantor, as amended, restated, supplemented or otherwise modified from time to time.

                    “US Pending Revolving Loans” means, at any time, the aggregate principal amount of all US Revolving Loans requested in any Notice of Borrowing received by the Administrative Agent which have not yet been advanced.

                    “US Required Lenders” means at any date of determination US Lenders holding, in the aggregate, more than 50% of the sum of commitments under the US Revolving Facility.

                    “US Revolving Facility” has the meaning specified in Section 1.2(a) of the US Credit Agreement.

                    “US Revolving Loans” has the meaning specified in Section 1.2 of the US Credit Agreement and includes each Agent Advance and Non-Ratable Loan made to the US Borrowers.

                    “US Security Agreement” means the security agreement, dated as of August 1, 2006, and entered into by and among the Administrative Agent, MSG, Mobile Services, ABMSC, the Parent Guarantor, Texas-LP and MSG Investments, as amended, restated, supplemented or otherwise modified from time to time.

                    “US Security Documents” means the Patent and Trademark Security Agreement, the US Security Agreement, the US Stock Pledge Agreement, the Second-Lien Security Agreement, the US Subsidiary Guaranty and the US Mortgages.

                    “US Stock Pledge Agreement” means the stock pledge agreement, dated as of August 1, 2006, and entered into by and among the Administrative Agent, MSG, Mobile Services, ABMSC, the Parent Guarantor, Texas-LP and MSG Investments, as amended, restated, supplemented or otherwise modified from time to time.

                    “US Subsidiary” means any Subsidiary of Mobile Services organized under the laws of the United States or any State thereof that is not a direct or indirect Subsidiary of the UK Borrower.

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                    “US Subsidiary Guarantor” means the U.S. Subsidiaries of MSG (other than MSG Investments).

                    “US Subsidiary Guaranty” means the guaranty, dated as of August 1, 2006, and entered into by and among the US Subsidiary Guarantors, as amended, restated, supplemented or otherwise modified from time to time.

                    “US Trailer Reserves” means all reserves which the Administrative Agent from time to time establishes in its reasonable discretion for the trailers titled in states where the Credit Party which owns the applicable trailers is not a licensed dealer and where the lien of the Security Agent or the Motor Vehicle Agent (as defined in the Motor Vehicle Trust Agreement) has not been reflected on the applicable certificate of title.

                    “US Unused Letter of Credit Subfacility” means an amount equal to the Letter of Credit Subfacility minus the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit issued under the US Credit Agreement plus, without duplication, (b) the aggregate unpaid reimbursement obligations with respect to all drawn Letters of Credit to the extent not included in the Loans outstanding under the US Credit Agreement, plus (c) the aggregate undrawn amount of all outstanding Letters of Credit issued under the UK Credit Agreement, plus, without duplication, (d) the aggregate unpaid reimbursement obligations with respect to all drawn Letters of Credit issued under the UK Credit Agreement to the extent not included in the Loans outstanding under the UK Credit Agreement.

                    “US Unused Multicurrency Letter of Credit Sublimit” means an amount equal to the Multicurrency Letter of Credit Sublimit minus the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit issued under the US Credit Agreement and denominated in Pounds Sterling, Canadian Dollars or Euro plus, without duplication, (b) the aggregate unpaid reimbursement obligations with respect to all drawn Letters of Credit issued under the US Credit Agreement and denominated in Pounds Sterling, Canadian Dollars or Euro to the extent not included in the Loans outstanding under the US Credit Agreement, plus (c) the aggregate undrawn amount of all outstanding Letters of Credit issued under the UK Credit Agreement and denominated in Dollars, Canadian Dollars or Euro, plus, without duplication, (d) the aggregate unpaid reimbursement obligations with respect to all drawn Letters of Credit issued under the UK Credit Agreement and denominated in Dollars, Canadian Dollars or Euro to the extent not included in the Loans outstanding under the UK Credit Agreement.

                    “US Unused Line Fee” has the meaning specified in Section 2.5 of the US Credit Agreement.

                    “USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).

                    “Value of Eligible Sales Inventory” shall mean (i) until the Eligible Sales Inventory Appraisal Date, ninety percent (90%) of the net book value, determined in accordance with GAAP, of Eligible Sales Inventory of the Applicable Borrowers and the US Subsidiary Guarantors (in relation to the US Borrowing Base) and the UK Borrower and the UK Borrowing Base Parties (in relation to the UK Borrowing Base) up to an amount equal to (a) the Maximum Aggregate Eligible Sales Inventory Amount less (b) the Value of Eligible Sales Inventory included in the Applicable Borrowing Base (as set forth in the Borrowing Base Certificate) of the other Applicable Borrowers and the US Subsidiary Guarantors (in relation to the US Borrowing Base) and the UK Borrower and the UK Borrowing Base Parties (in relation to the UK Borrowing Base), and (ii) after the Eligible Sales Inventory Appraisal Date, the lesser of (a) ninety percent (90%) of the net book value, determined in accordance with GAAP, of Eligible Sales

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Inventory of the Applicable Borrowers and the US Subsidiary Guarantors (in relation to the US Borrowing Base) and the UK Borrower and the UK Borrowing Base Parties (in relation to the UK Borrowing Base) or (b) ninety percent (90%) of the Orderly Liquidation Value of Eligible Sales Inventory of the Applicable Borrowers and the US Subsidiary Guarantors (in relation to the US Borrowing Base) and the UK Borrower and the UK Borrowing Base Parties (in relation to the UK Borrowing Base), up to an amount equal to (a) the Maximum Aggregate Eligible Sales Inventory Amount less (b) the Value of Eligible Sales Inventory included in the Applicable Borrowing Base (as set forth in the Borrowing Base Certificate) of the other Applicable Borrowers and the US Subsidiary Guarantors (in relation to the US Borrowing Base) and the UK Borrower and the UK Borrowing Base Parties (in relation to the UK Borrowing Base).

                     “VAT” shall mean value added tax provided for in the Value Added Tax Act 1994 and any other tax of a similar nature.

                    “Vehicle Sales Certificate” has the meaning specified in Section 5.2(l) of the US Credit Agreement.

                    “Voting Stock” means with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

                    “Welsh Carson” means Welsh Carson, Anderson & Stowe X, L.P., a Delaware limited partnership.

                    “Welsh Carson Management Agreement” dated as of August 1, 2006, by and among Mobile Services, the Parent Guarantor and WCAS Management Corporation.

                    “Wholly-owned” means, with respect to any Person, any direct or indirect Subsidiary of such Person of which all of the outstanding Capital Stock (other than director’s qualifying shares or investments by foreign nationals mandated by applicable laws) is owned directly or indirectly by such Person.

                    Accounting Terms. Any accounting term used in the Agreement shall have, unless otherwise specifically provided herein, the meaning customarily given in accordance with GAAP, and all financial computations in the Agreement shall be computed, unless otherwise specifically provided therein, in accordance with GAAP as consistently applied and using the same method for inventory valuation as used in the preparation of the Financial Statements.

                    Interpretive Provisions. (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

                    (b) The words “hereof,” “herein,” “hereunder” and similar words refer to the Agreement as a whole and not to any particular provision of the Agreement; and Subsection, Section, Schedule and Exhibit references are to the Agreement unless otherwise specified.

                    (c) (i) The term “documents” includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced.

               (ii) The term “including” is not limiting and means “including without limitation.”

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               (iii) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”

               (iv) The word “or” is not exclusive.

                    (d) Unless otherwise expressly provided herein, (i) references to agreements (including the Agreement and the other Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, re-enacting, replacing, supplementing or interpreting the statute or regulation.

                    (e) The captions and headings of the Agreement and other Loan Documents are for convenience of reference only and shall not affect the interpretation of the Agreement.

                    (f) The Agreement and other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their terms.

                    (g) For purposes of Section 9.1, a breach of a financial covenant contained in Sections 7.23-7.26 shall be deemed to have occurred as of any date of determination thereof by the Agent or as of the last day of any specified measuring period, regardless of when the Financial Statements reflecting such breach are delivered to the Agent.

                    (h) The Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to the Agents, the Borrowers and the other parties, and are the products of all parties. Accordingly, they shall not be construed against the Lenders or the Agents merely because of any Agent’s or Lenders’ involvement in their preparation.

ANNEX B

to

Credit Agreement

Mandatory Cost Formulae

The Mandatory Cost is an addition to the interest rate to compensate UK Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or,

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in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

On the first day of each Interest Period (or as soon as possible thereafter) the UK Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each UK Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the UK Agent as a weighted average of the UK Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each UK Lender in the relevant Loan) and will be expressed as a percentage rate per annum.

The Additional Cost Rate for any UK Lender lending from a facility office in a Participating Member State will be the percentage notified by that UK Lender to the UK Agent. This percentage will be certified by that UK Lender in its notice to the UK Agent to be its reasonable determination of the cost (expressed as a percentage of that UK Lender’s participation in all Loans made from that facility office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that facility office.

The Additional Cost Rate for any UK Lender lending from a facility office in the United Kingdom will be calculated by the UK Agent as follows:

(a) in relation to a sterling Loan:

	AB + C (B – D) + E Î 0.01
		per cent. per annum
	100 – (A + C)
(b)	in relation to a Loan in any currency other than sterling:

E Î 0.01
	per cent. per annum.
300
Where:

A	is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that UK Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.
B	is the percentage rate of interest (excluding the Margin and the Mandatory Cost and, if the Loan is due and payable but unpaid, the Default Rate) payable for the relevant Interest Period on the Loan.
C	is the percentage (if any) of Eligible Liabilities which that UK Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.
D	is the percentage rate per annum payable by the Bank of England to the UK Agent on interest bearing Special Deposits.
E	is designed to compensate UK Lenders for amounts payable under the Fees Rules and is calculated by the UK Agent as being the average of the most recent rates of charge supplied

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by the Reference Banks to the UK Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

For the purposes of this Schedule:

(a)	“Eligible Liabilities” and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;
(b)	“Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;
(c)	“Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate);
(d)	“Reference Banks” means banks customarily referred to as reference banks for the purposes of calculating the Additional Cost Rate agreed to by the UK Agent and the UK Borrower (in each case acting reasonably); and
(e)	“Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.

If requested by the UK Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the UK Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.

Each UK Lender shall supply any information required by the UK Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each UK Lender shall supply the following information on or prior to the date on which it becomes a UK Lender:

(a)	the jurisdiction of its facility office; and
(b)	any other information that the UK Agent may reasonably require for such purpose.
Each UK Lender shall promptly notify the UK Agent of any change to the information provided by it pursuant to this paragraph.

The percentages of each UK Lender for the purpose of A and C above and the rates of charge of each Reference Bank for the purpose of E above shall be determined by the UK Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a UK Lender notifies the UK Agent to the contrary, each UK Lender’s obligations in relation to cash ratio

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deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a facility office in the same jurisdiction as its facility office.

The UK Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any UK Lender and shall be entitled to assume that the information provided by any UK Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.

The UK Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the UK Lenders on the basis of the Additional Cost Rate for each UK Lender based on the information provided by each UK Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.

Any determination by the UK Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a UK Lender shall, in the absence of manifest error, be conclusive and binding on all parties.

The UK Agent may from time to time, after consultation with the UK Borrower and the UK Lenders, determine and notify to all parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties.

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EX-10.5

Exhibit 10.5

700 NORTH BRAND
GLENDALE, CALIFORNIA

OFFICE LEASE AGREEMENT

BETWEEN

EOP-700 NORTH BRAND, L.L.C., a Delaware limited liability company
(“LANDLORD”)

AND

MOBILE STORAGE GROUP, INC., a Delaware corporation
(“TENANT”)

OFFICE LEASE AGREEMENT

          THIS OFFICE LEASE AGREEMENT (this “Lease”) is made and entered into as of May 2^nd, 2007, by and between EOP-700 NORTH BRAND, L.L.C., a Delaware limited liability company (“Landlord”) and MOBILE STORAGE GROUP, INC., a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of this Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions), Exhibit F-1 (Letter of Credit), Exhibit G (Parking Agreement), and Exhibit H (Asbestos and Hazardous Substance Notification).

1. Basic Lease Information.

1.01	“Building” shall mean the building located at 700 North Brand Boulevard, Glendale, California, commonly known as 700 North Brand. “Rentable Square Footage of the Building” is deemed to be 212,206 square feet.
1.02	“Premises” shall mean the area shown on Exhibit A to this Lease. The Premises is located on the 10th floor and known as Suite No. 1000. If the Premises include one or more floors in their entirety, all corridors and restroom facilities located on such full floor(s) shall be considered part of the Premises. The “Rentable Square Footage of the Premises” is deemed to be 16,560 square feet. Landlord and Tenant stipulate and agree that the Rentable Square Footage of the Building and the Rentable Square Footage of the Premises are correct.
1.03	“Base Rent”:

Full Calendar Months of Term		Annual Rate Per Square Foot	Monthly Base Rent
	Months 1 through 12	$31.20	$43,056.00
	Months 13 through 24	$32.14	$44,353.20
	Months 25 through 36	$33.10	$45,678.00
	Months 37 through 48	$34.09	$47,044.20
	Months 49 through 60	$35.12	$48,465.60
	Months 61 through 72	$36.17	$49,914.60
	Months 73 through 84	$37.25	$51,405.00
	Months 85 through 86	$38.37	$52,950.60

BASE RENT ABATEMENT. Notwithstanding anything in this Section of this Lease to the contrary, so long as Tenant is not in Default (as defined in Section 18), Tenant shall be entitled to an abatement of Base Rent in the amount of $43,056.00 per month for 6 consecutive full calendar months of the Term (as defined in Section 1.06), beginning with the second (2^nd) full calendar month of the Term (the “Base Rent Abatement Period”). The total amount of Base Rent abated during the Base Rent Abatement Period shall equal $258,336.00 (the “Abated Base Rent”). If Tenant Defaults at any time prior to the fourth anniversary of the Commencement Date and fails to cure such Default within any applicable cure period under this Lease, all Abated Base Rent shall immediately become due and payable. The payment by Tenant of the Abated Base Rent in the event of a Default shall not limit or affect any of Landlord’s other rights, pursuant to this Lease or at law or in equity. During the Base Rent Abatement Period, only Base Rent shall be abated, and all Additional Rent (as defined in Section 4) and other costs and charges specified in this Lease shall remain as due and payable pursuant to the provisions of this Lease.

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1.04	“Tenant’s Pro Rata Share”: 7.8037%.
1.05	“Base Year” for Taxes (defined in Exhibit B): 2008; “Base Year” for Expenses (defined in Exhibit B): 2008.
1.06	“Term”: The period commencing on the Commencement Date (defined below) and, unless terminated earlier in accordance with this Lease, ending on the last day of the 86th full calendar month following the Commencement Date (the “Termination Date”). The “Commencement Date” shall mean the earlier to occur of: (a) the day Tenant first commences business in the Premises, and (b) date on which the Landlord Work (defined in Section 1.14) is Substantially Complete (defined in Section 3). The parties anticipate that the Landlord Work will be Substantially Complete on or about September 1, 2007 (the “Target Commencement Date”).
1.07	Allowance(s): Landlord, provided Tenant is not in Default and subject to the terms and conditions set forth in Exhibit C, agrees to provide Tenant with an allowance (the “Allowance”) in an amount not to exceed $455,400.00 (i.e., $27.50 per rentable square foot of the Premises) to be applied toward the cost of the Landlord Work in the Premises.
1.08	“Security Deposit”: $0.00, as more fully described in Section 6.
1.09	“Guarantor(s)”: shall mean any party that agrees in writing to guarantee this Lease. As of the date first written above, there are no Guarantors(s).
1.10	“Broker(s)”: Investment Property Services, Inc.
1.11	“Permitted Use”: general office use.
1.12	“Notice Address(es)”:

Landlord: EOP-700 NORTH BRAND, L.L.C. 350 South Grand Avenue Suite 3200 Los Angeles, CA 90071 Attn: Property Manager	Tenant: Prior to the Commencement Date: MOBILE STORAGE GROUP, INC. 7590 North Glenoaks Blvd., Suite 101 Burbank, CA 91504 Attn: General Counsel
	From and after the Commencement Date:
	MOBILE STORAGE GROUP, INC. 700 North Brand Blvd., Suite 1000 Glendale, CA 91203-1247 Attn: General Counsel

	A copy of any notices to Landlord shall be sent to Equity Office, One Market, Spear Tower, Suite 600, San Francisco, California 94105, Attn: Managing Counsel – Los Angeles, California.
1.13	“Business Day(s)” are Monday through Friday of each week, exclusive of New Year’s Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day (“Holidays”). Landlord may designate additional Holidays that are commonly recognized by other office buildings in the area where the Building is located. “Building Service Hours” are 8:00 a.m. to 6:00 p.m. on Business Days and 9:00 a.m. to 1:00 p.m. on Saturdays.
1.14	“Landlord Work” means the work that Landlord is obligated to perform in the Premises pursuant to a separate agreement (the “Work Letter”) attached to this Lease as Exhibit C.
1.15	“Property” means the Building and the parcel(s) of land on which it is located and, at Landlord’s discretion, the parking facilities and other improvements, if any, serving the Building and the parcel(s) of land on which they are located.

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1.16 “Letter of Credit” is as described in Section II of Exhibit F attached hereto.

2. Lease Grant.

          The Premises are hereby leased to Tenant from Landlord, together with the right to use any portions of the Property that are designated by Landlord for the common use of tenants and others (the “Common Areas”).

3. Adjustment of Commencement Date; Possession.

          3.01 The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or Tenant’s specification of any materials or equipment with long lead times (each a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. Notwithstanding anything to the contrary in Section 1.06 above, Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date (described in Section 1.06) shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall execute and deliver a commencement letter in the form attached as Exhibit D (the “Commencement Letter”). Tenant’s failure to execute and return the Commencement Letter, or to provide written objection to the statements contained in the Commencement Letter, within 30 days after the date of the Commencement Letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, then, notwithstanding anything in Section 1.03 or 1.06 to the contrary, Landlord, at its option, by written notice to Tenant, may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date would otherwise occur, in which event the Base Rent rate, per rentable square foot, applicable to the portion of such calendar month so added to the Term shall be the same as that which applies to the preceding portion of such calendar month.

          3.02  Subject to Landlord’s obligation to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, provided, however, Landlord shall use reasonable efforts to obtain possession of any such space. In such event, the Commencement Date for the Premises, or the commencement date for such other space, as applicable, shall be postponed until the date Landlord delivers possession of such space to Tenant free from occupancy by any party. Except as otherwise provided in this Lease, Tenant shall not be permitted to take possession of or enter the Premises prior to the Commencement Date without Landlord’s permission. If Tenant takes possession of or enters the Premises before the Commencement Date, Tenant shall be subject to the terms and conditions of this Lease; provided, however, except for the cost of services requested by Tenant (e.g. after hours HVAC service), Tenant shall not be required to pay Rent for any entry or possession before the Commencement Date during which Tenant, with Landlord’s approval, has entered, or is in possession of, the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

4. Rent.

          4.01 Tenant shall pay Landlord, without any setoff or deduction, unless expressly set forth in this Lease, all Base Rent and Additional Rent due for the Term (collectively referred to as “Rent”). “Additional Rent” means all sums (exclusive of Base Rent) that Tenant is required to pay Landlord under this Lease. Tenant shall pay and be liable for all rental, sales and use taxes (but excluding income taxes), if any, imposed upon or measured by Rent. Notwithstanding anything herein to the contrary, the taxes described in the immediately preceding sentence shall not be included in the “Taxes” defined in Exhibit B attached hereto. Base Rent and recurring monthly charges of Additional Rent shall be due and payable in advance on the first day of each calendar month without notice or demand, provided that the

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installment of Base Rent for the first full calendar month of the Term, and the first monthly installment of Additional Rent for Expenses and Taxes, shall be payable upon the execution of this Lease by Tenant. All other items of Rent shall be due and payable by Tenant on or before 30 days after billing by Landlord. Rent shall be made payable to the entity, and sent to the address, Landlord designates and shall be made by good and sufficient check or by other means acceptable to Landlord. If Tenant does not pay any Rent when due hereunder, Tenant shall pay Landlord an administration fee in the amount of $250.00, provided that Tenant shall be entitled to a grace period of up to 5 days for the first 2 late payments of Rent in a calendar year. In addition, past due Rent shall accrue interest at 10% per annum, and Tenant shall pay Landlord a reasonable fee for any checks returned by Tenant’s bank for any reason. Landlord’s acceptance of less than the correct amount of Rent shall be considered a payment on account of the oldest obligation due from Tenant hereunder, then to any current Rent then due hereunder, notwithstanding any statement to the contrary contained on or accompanying any such payment from Tenant. Rent for any partial month during the Term shall be prorated. No endorsement or statement on a check or letter accompanying payment shall be considered an accord and satisfaction. Tenant’s covenant to pay Rent is independent of every other covenant in this Lease.

          4.02. Tenant shall pay Tenant’s Pro Rata Share of Taxes and Expenses in accordance with Exhibit B of this Lease. Notwithstanding anything in this Section of this Lease to the contrary, so long as Tenant is not in Default under this Lease, Tenant shall be entitled to an abatement of Tenant’s Pro Rata Share of Taxes and Expenses (the “Abated Taxes and Expenses”) for 6 consecutive full calendar months of the Term beginning with the second (2^nd) full calendar month of the Term (the “Taxes and Expenses Abatement Period”). If Tenant Defaults at any time prior to the fourth anniversary of the Commencement Date and fails to cure such Default within any applicable cure period under this Lease, all Abated Taxes and Expenses shall immediately become due and payable. The payment by Tenant of the Abated Taxes and Expenses in the event of a Default shall not limit or affect any of Landlord’s other rights, pursuant to this Lease or at law or in equity. During the Taxes and Expenses Abatement Period, only Tenant’s Pro Rata Share of Taxes and Expenses shall be abated, and other costs and charges specified in this Lease shall remain as due and payable pursuant to the provisions of this Lease.

5. Compliance with Laws; Use.

          The Premises shall be used for the Permitted Use and for no other use whatsoever. Tenant shall comply with all statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity whether in effect now or later, including the Americans with Disabilities Act (“Law(s)”), regarding the operation of Tenant’s business and the use, condition, configuration and occupancy of the Premises. In addition, Tenant shall, at its sole cost and expense, promptly comply with any Laws that relate to the “Base Building” (defined below), but only to the extent such obligations are triggered by Tenant’s use of the Premises, other than for general office use, or Alterations or improvements in the Premises performed or requested by Tenant. “Base Building” shall include the structural portions of the Building, the public restrooms and the Building mechanical, electrical and plumbing systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. Tenant shall promptly provide Landlord with copies of any notices it receives regarding an alleged violation of Law. Tenant shall not exceed the standard density limit for the Building. Tenant shall comply with the rules and regulations of the Building attached as Exhibit E and such other reasonable rules and regulations adopted by Landlord from time to time, including rules and regulations for the performance of Alterations (defined in Section 9.03).

6. Security Deposit.

          The Security Deposit shall be delivered to Landlord upon the execution of this Lease by Tenant and held by Landlord without liability for interest (unless required by Law) as security for the performance of Tenant’s obligations. The Security Deposit is not an advance payment of Rent or a measure of damages. Landlord may from time to time and without prejudice to any other remedy provided in this Lease or by Law, use all or a portion of the Security Deposit to the extent necessary to satisfy past due Rent or to satisfy any other loss or damage resulting from Tenant’s breach under this Lease. If Landlord uses any portion of the Security Deposit, Tenant, within 5 days after demand, shall restore the Security Deposit to its original amount. Landlord shall return any unapplied portion of the Security Deposit to Tenant within 45 days after the later to occur of: (a) determination of the final Rent due from Tenant; or (b) the later to occur of the Termination Date or the date Tenant surrenders the Premises to Landlord in compliance with Section 25. Landlord may assign the Security Deposit to a successor or transferee and, following the assignment, Landlord shall have no further liability for the return of

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the Security Deposit. Landlord shall not be required to keep the Security Deposit separate from its other accounts. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, or any similar or successor Laws now or hereafter in effect.

7. Building Services.

          7.01 Landlord shall furnish Tenant with the following services: (a) water for use in the Base Building lavatories; (b) customary heat and air conditioning in season during Building Service Hours, although (i) Tenant shall have the right to receive HVAC service during hours other than Building Service Hours by paying Landlord’s then standard charge for additional HVAC service and providing such prior notice as is reasonably specified by Landlord, and (ii) if Tenant is permitted to connect any supplemental HVAC units to the Building’s condenser water loop or chilled water line, such permission shall be conditioned upon Landlord having adequate excess capacity from time to time and such connection and use shall be subject to Landlord’s reasonable approval and reasonable restrictions imposed by Landlord, and Landlord shall have the right to charge Tenant a connection fee and/or a monthly usage fee, as reasonably determined by Landlord; (c) standard janitorial service on Business Days; (d) elevator service; (e) electricity in accordance with the terms and conditions in Section 7.02; (f) access to the Building for Tenant and its employees 24 hours per day/7 days per week, subject to the terms of this Lease and such protective services or monitoring systems, if any, as Landlord may reasonably impose, including, without limitation, sign-in procedures and/or presentation of identification cards; and (g) such other services as Landlord reasonably determines are necessary or appropriate for the Property. If Landlord, at Tenant’s request, provides any services which are not Landlord’s express obligation under this Lease, including, without limitation, any repairs which are Tenant’s responsibility pursuant to Section 9 below, Tenant shall pay Landlord, or such other party designated by Landlord, the cost of providing such service plus a reasonable administrative charge.

          7.02 Electricity used by Tenant in the Premises shall, at Landlord’s option, be paid for by Tenant either: (a) through inclusion in Expenses (except as provided for excess usage); (b) by a separate charge payable by Tenant to Landlord; or (c) by separate charge billed by the applicable utility company and payable directly by Tenant. Without the consent of Landlord, Tenant’s use of electrical service shall not exceed the Building standard usage, per square foot, as reasonably determined by Landlord, based upon the Building standard electrical design load. Landlord shall have the right to measure electrical usage by commonly accepted methods, including the installation of measuring devices such as submeters and check meters. If it is determined that Tenant is using electricity in such quantities or during such periods as to cause the total cost of Tenant’s electrical usage, on a monthly, per-rentable-square-foot basis, to materially exceed that which Landlord reasonably deems to be standard for the Building, Tenant shall pay Landlord Additional Rent for the cost of such excess electrical usage and, if applicable, for the cost of purchasing and installing the measuring device(s).

          7.03 Landlord’s failure to furnish, or any interruption, diminishment or termination of services due to the application of Laws, the failure of any equipment, the performance of maintenance, repairs, improvements or alterations, utility interruptions or the occurrence of an event of Force Majeure (defined in Section 26.03) (collectively a “Service Failure”) shall not render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement. However, if the Premises, or a material portion of the Premises, are made untenantable for a period in excess of 2 consecutive Business Days as a result of a Service Failure that is reasonably within the control of Landlord to correct, then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the 3rd consecutive Business Day of the Service Failure and ending on the day the service has been restored. If the entire Premises have not been rendered untenantable by the Service Failure, the amount of abatement shall be equitably prorated.

8. Leasehold Improvements.

          All improvements in and to the Premises, including any Alterations (defined in Section 9.03) (collectively, “Leasehold Improvements”) shall remain upon the Premises at the end of the Term without compensation to Tenant, provided that Tenant, at its expense, shall remove any Cable (defined in Section 9.01 below). In addition, Landlord, by written notice to Tenant at least 30 days prior to the Termination Date, may require Tenant, at Tenant’s expense, to remove any Landlord Work or Alterations that, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (the Cable and such other items

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collectively are referred to as “Required Removables”). Required Removables shall include, without limitation, internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications. The Required Removables shall be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to perform its obligations in a timely manner, Landlord may perform such work at Tenant’s expense. Tenant, at the time it requests approval for a proposed Alteration, including any Initial Alterations or Landlord Work, as such terms may be defined in the Work Letter attached as Exhibit C, may request in writing that Landlord advise Tenant whether the Alteration, including any initial Alterations or Landlord Work, or any portion thereof, is a Required Removable. Within 10 days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to which portions of the alteration or other improvements are Required Removables. Landlord hereby agrees that none of the Leasehold Improvements existing in the Premises as of the date of this Lease shall constitute Required Removables.

9. Repairs and Alterations.

          9.01 Tenant shall periodically inspect the Premises to identify any conditions that are dangerous or in need of maintenance or repair. Tenant shall promptly provide Landlord with notice of any such conditions. Tenant, at its sole cost and expense, shall perform all maintenance and repairs to the Premises that are not Landlord’s express responsibility under this Lease, and keep the Premises in good condition and repair, reasonable wear and tear excepted. Tenant’s repair and maintenance obligations include, without limitation, repairs to: (a) floor covering; (b) interior partitions; (c) doors; (d) the interior side of demising walls; (e) Alterations (described in Section 9.03); (f) supplemental air conditioning units, kitchens, including hot water heaters, plumbing, and similar facilities exclusively serving Tenant, whether such items are installed by Tenant or are currently existing in the Premises; and (g) electronic, fiber, phone and data cabling and related equipment that is installed by or for the exclusive benefit of Tenant (collectively, “Cable”). All repairs and other work performed by Tenant or its contractors, including that involving Cable, shall be subject to the terms of Section 9.03 below. If Tenant fails to make any repairs to the Premises for more than 15 days after notice from Landlord (although notice shall not be required in an emergency), Landlord may make the repairs, and, within 30 days after demand, Tenant shall pay the reasonable cost of the repairs, together with an administrative charge in an amount equal to 10% of the cost of the repairs.

          9.02 Landlord shall keep and maintain in good repair and working order and perform maintenance upon the: (a) structural elements of the Building; (b) mechanical (including HVAC), electrical, plumbing and fire/life safety systems serving the Building in general; (c) Common Areas; (d) roof of the Building; (e) exterior windows of the Building; and (f) elevators serving the Building. Landlord shall promptly make repairs for which Landlord is responsible. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932, and Sections 1941 and 1942 of the California Civil Code, or any similar or successor Laws now or hereafter in effect.

          9.03 Tenant shall not make alterations, repairs, additions or improvements or install any Cable (collectively referred to as “Alterations”) without first obtaining the written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. However, Landlord’s consent shall not be required for any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (a) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is not visible from the exterior of the Premises or Building; (c) will not affect the Base Building (defined in Section 5); and (d) does not require work to be performed inside the walls or above the ceiling of the Premises. Cosmetic Alterations shall be subject to all the other provisions of this Section 9.03. Prior to starting work, Tenant shall furnish Landlord with plans and specifications (which shall be in CAD format if requested by Landlord); names of contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with respect to Base Building and vertical Cable, as may be described more fully below); required permits and approvals; evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord and naming Landlord and the managing agent for the Building (or any successor(s)) as additional insureds; and any security for performance in amounts reasonably required by Landlord. Landlord may designate specific contractors with respect to oversight, installation, repair, connection to, and removal of vertical Cable. All Cable shall be clearly marked with adhesive plastic labels (or plastic tags attached to such Cable with wire) to show Tenant’s name, suite number, and the purpose of such Cable (i) every 6 feet outside the Premises (specifically including, but not limited to, the electrical room risers and any Common Areas), and (ii) at the termination point(s) of such Cable. Changes to the plans and specifications must also be submitted to Landlord for its approval. Alterations shall be constructed in a good and

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workmanlike manner using materials of a quality reasonably approved by Landlord, and Tenant shall ensure that no Alteration impairs any Building system or Landlord’s ability to perform its obligations hereunder. Tenant shall reimburse Landlord for any sums paid by Landlord for third party examination of Tenant’s plans for non-Cosmetic Alterations, In addition, Tenant shall pay Landlord a fee for Landlord’s oversight and coordination of any non-Cosmetic Alterations equal to 10% of the cost of the non-Cosmetic Alterations. Upon completion, Tenant shall furnish “as-built” plans (in CAD format, if requested by Landlord) for non-Cosmetic Alterations, completion affidavits and full and final waivers of lien. Landlord’s approval of an Alteration shall not be deemed a representation by Landlord that the Alteration complies with Law.

10. Entry by Landlord.

          Landlord may enter the Premises to inspect, show or clean the Premises or to perform or facilitate the performance of repairs, alterations or additions to the Premises or any portion of the Building. Except in emergencies or to provide Building services, Landlord shall provide Tenant with reasonable prior verbal notice of entry and shall use reasonable efforts to minimize any interference with Tenant’s use of the Premises. If reasonably necessary, Landlord may temporarily close all or a portion of the Premises to perform repairs, alterations and additions. However, except in emergencies, Landlord will not close the Premises if the work can reasonably be completed on weekends and after Building Service Hours. Entry by Landlord shall not constitute a constructive eviction or entitle Tenant to an abatement or reduction of Rent.

11. Assignment and Subletting.

          11.01 Except in connection with a Business Transfer (defined in Section 11.04), Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed if Landlord does not exercise its recapture rights under Section 11.02. Without limitation, it is agreed that Landlord’s consent shall not be considered unreasonably withheld if the proposed transferee is a governmental entity or an occupant of the Building or if the proposed transferee, whether or not an occupant of the Building, is in discussions with Landlord regarding the leasing of space within the Building. If the entity(ies) which directly or indirectly controls the voting shares/rights of Tenant (other than through the ownership of voting securities listed on a recognized securities exchange) changes at any time, such change of ownership or control shall constitute a Transfer. Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or any similar or successor Laws, now or hereafter in effect, and all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable Laws, on behalf of the proposed transferee. Any Transfer in violation of this Section shall, at Landlord’s option, be deemed a Default by Tenant as described in Section 18, and shall be voidable by Landlord. In no event shall any Transfer, including a Business Transfer, release or relieve Tenant from any obligation under this Lease, and Tenant shall remain primarily liable for the performance of the tenant’s obligations under this Lease, as amended from time to time.

          11.02 Tenant shall provide Landlord with financial statements for the proposed transferee (or, in the case of a change of ownership or control, for the proposed new controlling entity(ies)), a fully executed copy of the proposed assignment, sublease or other Transfer documentation and such other information as Landlord may reasonably request. Within 15 Business Days after receipt of the required information and documentation. Landlord shall either: (a) consent to the Transfer by execution of a consent agreement in a form reasonably designated by Landlord; (b) reasonably refuse to consent to the Transfer in writing; or (c) in the event of an assignment of this Lease or subletting of more than 20% of the Rentable Square Footage of the Premises for more than 50% of the remaining Term (excluding unexercised options), recapture the portion of the Premises that Tenant is proposing to Transfer. If Landlord exercises its right to recapture, this Lease shall automatically be amended (or terminated if the entire Premises is being assigned or sublet) to delete the applicable portion of the Premises effective on the proposed effective date of the Transfer, although Landlord may require Tenant to execute a reasonable amendment or other document reflecting such reduction or termination. Tenant shall pay Landlord a review fee of $1,500.00 for Landlord’s review of any requested Transfer.

          11.03 Tenant shall pay Landlord 50% of all Excess (defined below). As used in this Section 11.03, “Excess” means all rent and other consideration which Tenant receives as a result of a Transfer that is in excess of the Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer; provided Tenant may deduct from such Excess all

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reasonable and customary expenses directly incurred by Tenant attributable to the Transfer. The phrase “other consideration” used herein shall mean all monies, property and other consideration paid or payable to Tenant for the Transfer and for all property in the Premises included in such Transfer, including, without limitation, fixtures, improvements of Tenant, and equipment, but excluding Tenant’s Property. For purposes of this Section 11.03 only, the term “Tenant’s Property” shall be as defined in Section 14 of this Lease but shall also be deemed to include goodwill and any other intangible personal property associated with Tenant’s business, but in no event shall it be deemed to include Tenant’s interest under this Lease. Tenant shall pay Landlord for Landlord’s share of the Excess within 30 days after Tenant’s receipt of the Excess. If Tenant is in Default, Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of Tenant’s share of payments received by Landlord.

          11.04 Tenant may assign this Lease to a successor to Tenant by merger, consolidation or the purchase of substantially all of Tenant’s assets, or assign this Lease or sublet all or a portion of the Premises to an Affiliate (defined below), without the consent of Landlord, provided that all of the following conditions are satisfied (a “Business Transfer”): (a) Tenant must not be in Default; (b) Tenant must give Landlord written notice at least 15 Business Days before such Transfer; and (c) if such Transfer will result from a merger or consolidation of Tenant with another entity, then the Credit Requirement (defined below) must be satisfied. Tenant’s notice to Landlord shall include information and documentation evidencing the Business Transfer and showing that each of the above conditions has been satisfied. If requested by Landlord, Tenant’s successor shall sign and deliver to Landlord a commercially reasonable form of assumption agreement. “Affiliate” shall mean an entity controlled by, controlling or under common control with Tenant. The “Credit Requirement” shall be deemed satisfied if, as of the date immediately preceding the date of the Transfer, the financial strength of the entity with which Tenant is to merge or consolidate is not less than that of Tenant, as determined (x) based on credit ratings of such entity and Tenant by both Moody’s and Standard & Poor’s (or by either such agency alone, if applicable ratings by the other agency do not exist), or (y) if such credit ratings do not exist, then in accordance with Moody’s KMV RiskCalc (i.e., the on-line software tool offered by Moody’s for analyzing credit risk) based on CFO-certified financial statements for such entity and Tenant covering their last two fiscal years ending before the Transfer.

          11.05 Notwithstanding anything to the contrary contained in this Section 11, neither Tenant nor any other person having a right to possess, use, or occupy (for convenience, collectively referred to in this subsection as “Use”) the Premises shall enter into any lease, sublease, license, concession or other agreement for Use of all or any portion of the Premises which provides for rental or other payment for such Use based, in whole or in part, on the net income or profits derived by any person that leases, possesses, uses, or occupies all or any portion of the Premises (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a transfer of any right or interest in the Use of all or any part of the Premises.

12. Liens.

          Tenant shall not permit mechanics’ or other liens to be placed upon the Property, Premises or Tenant’s leasehold interest in connection with any work or service done or purportedly done by or for the benefit of Tenant or its transferees. Tenant shall give Landlord notice at least 15 days prior to the commencement of any work in the Premises to afford Landlord the opportunity, where applicable, to post and record notices of non-responsibility. Tenant, within 10 days of notice from Landlord, shall fully discharge any lien by settlement, by bonding or by insuring over the lien in the manner prescribed by the applicable lien Law and, if Tenant fails to do so. Tenant shall be deemed in Default under this Lease and, in addition to any other remedies available to Landlord as a result of such Default by Tenant, Landlord, at its option, may bond, insure over or otherwise discharge the lien. Tenant shall reimburse Landlord for any amount paid by Landlord, including, without limitation, reasonable attorneys’ fees.

13. Indemnity and Waiver of Claims.

          Except to the extent caused by the negligence or willful misconduct of Landlord or any Landlord Related Parties (defined below), Tenant shall indemnify, defend and hold Landlord and Landlord Related Parties harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the extent permitted by Law) (collectively referred to as “Losses”), which may be imposed upon, incurred by or asserted

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against Landlord or any of the Landlord Related Parties by any third party and arising out of or in connection with any damage or injury occurring in the Premises or any acts or omissions (including violations of Law) of Tenant, the Tenant Related Parties (defined below) or any of Tenant’s transferees, contractors or licensees. Except to the extent caused by the negligence or willful misconduct of Tenant or any Tenant Related Parties, Landlord shall indemnify, defend and hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, employees and agents (“Tenant Related Parties”) harmless against and from all Losses which may be imposed upon, incurred by or asserted against Tenant or any of the Tenant Related Parties by any third party and arising out of or in connection with the acts or omissions (including violations of Law) of Landlord or the Landlord Related Parties. Tenant hereby waives all claims against and releases Landlord and its trustees, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagees (defined in Section 23) and agents (the “Landlord Related Parties”) from all claims for any injury to or death of persons, damage to property or business loss in any manner related to (a) Force Majeure, (b) acts of third parties, (c) the bursting or leaking of any tank, water closet, drain or other pipe, (d) the inadequacy or failure of any security or protective services, personnel or equipment, or (e) any matter not within the reasonable control of Landlord. Notwithstanding the foregoing, except as provided in Article 15 to the contrary, Tenant shall not be required to waive any claims against Landlord (other than for loss or damage to Tenant’s business) where such loss or damage is due to the negligence or willful misconduct of Landlord or any Landlord Related Parties.

14. Insurance.

          Tenant shall maintain the following insurance (“Tenant’s Insurance”): (a) Commercial General Liability Insurance applicable to the Premises and its appurtenances providing, on an occurrence basis, a minimum combined single limit of $2,000,000.00; (b) Property and Income Coverage Insurance written on an All Risk or Special Cause of Loss Form, including earthquake sprinkler leakage, at replacement cost value and with a replacement cost endorsement covering all of Tenant’s business and trade fixtures, equipment, movable partitions, furniture, merchandise and other personal property within the Premises (“Tenant’s Property”) and any Leasehold Improvements performed by or for the benefit of Tenant; (c) Workers’ Compensation Insurance in amounts required by Law; and (d) Employers Liability Coverage of at least $1,000,000.00 per occurrence. Any company writing Tenant’s Insurance shall have an A.M. Best rating of not less than A-VIII. All Commercial General Liability Insurance policies shall name as additional insureds Landlord (or its successors and assignees), the managing agent for the Building (or any successor), Equity Office Properties Trust and their respective members, principals, beneficiaries, partners, officers, directors, employees, and agents, and other designees of Landlord and its successors as the interest of such designees shall appear. In addition, Landlord shall be named as a loss payee with respect to Tenant’s Property Insurance on the Leasehold Improvements. All policies of Tenant’s Insurance shall contain endorsements that the insurer(s) shall give Landlord and its designees at least 30 days’ advance written notice of any cancellation, termination, material change or lapse of insurance. Tenant shall provide Landlord with a certificate of insurance evidencing Tenant’s Insurance prior to the earlier to occur of the Commencement Date or the date Tenant is provided with possession of the Premises, and thereafter as necessary to assure that Landlord always has current certificates evidencing Tenant’s insurance. So long as the same is available at commercially reasonable rates, Landlord shall maintain so called All Risk property insurance on the Building at replacement cost value as reasonably estimated by Landlord, together with such other insurance coverage as Landlord, in its reasonable judgment, may elect to maintain. Following Tenant’s written request therefor, Landlord shall notify Tenant of its then-current insurance deductible amounts. Notwithstanding the foregoing, if the deductible information provided by Landlord is incorrect or incomplete in any respect, the same shall not constitute default by Landlord hereunder, Tenant shall not be entitled to any abatement of rent or to terminate the Lease in connection therewith and neither Landlord nor any Landlord Related Party shall have any liability whatsoever to Tenant or any Tenant Related Party in connection therewith.

15. Subrogation.

          Landlord and Tenant hereby waive and shall cause their respective insurance carriers to waive any and all rights of recovery, claims, actions or causes of action against the other for any loss or damage with respect to Tenant’s Property, Leasehold Improvements, the Building, the Premises, or any contents thereof, including rights, claims, actions and causes of action based on negligence, which loss or damage is (or would have been, had the insurance required by this Lease been carried) covered by insurance. For the purposes of this waiver, any deductible with respect to a party’s insurance shall be deemed covered by and recoverable by such party under valid and collectable policies of insurance.

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16. Casualty Damage.

          16.01 If all or any portion of the Premises becomes untenantable or inaccessible by fire or other casualty to the Premises or the Common Areas (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord with a written estimate of the amount of time required, using standard working methods, to substantially complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). Landlord shall promptly forward a copy of the Completion Estimate to Tenant, If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 180 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after Tenant’s receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises occurs.

          16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant’s Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord’s commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs to such Leasehold Improvements. In no event shall Landlord be required to spend more for the restoration of the Premises and Common Areas than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant’s business resulting in any way from the Casualty or the repair thereof. Provided that Tenant is not in Default, during any period of time that all or a material portion of the Premises is rendered untenantable as a result of a Casualty, the Rent shall abate for the portion of the Premises that is untenantable and not used by Tenant.

          16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.

17. Condemnation.

          Either party may terminate this Lease if any material part of the Premises is taken or condemned for any public or quasi-public use under Law, by eminent domain or private purchase in lieu thereof (a “Taking”). Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of the Building or Property which would have a material adverse effect on Landlord’s ability to profitably operate the remainder of the Building. The terminating party shall provide written notice of termination to the other party within 45 days after it first receives notice of the Taking. The termination shall be effective as of the effective date of any order granting possession to, or vesting legal title in, the condemning authority. If this Lease is not terminated, Base Rent and Tenant’s Pro Rata Share shall be appropriately adjusted to account for any reduction in the square footage of the Building or Premises. All compensation awarded for a Taking shall be the property of Landlord. The right to receive compensation or proceeds are expressly waived by Tenant, provided, however, Tenant may file a separate claim for Tenant’s Property and Tenant’s reasonable relocation expenses, provided

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the filing of the claim does not diminish the amount of Landlord’s award. If only a part of the Premises is subject to a Taking and this Lease is not terminated. Landlord, with reasonable diligence, will restore the remaining portion of the Premises as nearly as practicable to the condition immediately prior to the Taking. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure, or any similar or successor Laws.

18. Events of Default.

          In addition to any other default specifically described in this Lease, each of the following occurrences shall be a “Default”: (a) Tenant’s failure to pay any portion of Rent when due, if the failure continues for 3 Business Days after written notice to Tenant (“Monetary Default”); (b) Tenant’s failure (other than a Monetary Default) to comply with any term, provision, condition or covenant of this Lease, if the failure is not cured within 10 days after written notice to Tenant provided, however, if Tenant’s failure to comply cannot reasonably be cured within 10 days, Tenant shall be allowed additional time (not to exceed 60 days) as is reasonably necessary to cure the failure so long as Tenant begins the cure within 10 days and diligently pursues the cure to completion; (c) Tenant permits a Transfer without Landlord’s required approval or otherwise in violation of Section 11 of this Lease; (d) Tenant or any Guarantor becomes insolvent, makes a transfer in fraud of creditors, makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts when due or forfeits or loses its right to conduct business; (e) the leasehold estate is taken by process or operation of Law; (f) in the case of any ground floor or retail Tenant, Tenant does not take possession of or abandons or vacates ail or any portion of the Premises; or (g) Tenant is in default beyond any notice and cure period under any other lease or agreement with Landlord at the Building or Property. If Landlord provides Tenant with notice of Tenant’s failure to comply with any specific provision of this Lease on 3 separate occasions during any 12 month period, Tenant’s subsequent violation of such provision shall, at Landlord’s option, be an incurable Default by Tenant. All notices sent under this Section shall be in satisfaction of, and not in addition to, notice required by Law.

19. Remedies.

          19.01 Upon the occurrence of any Default under this Lease, whether enumerated in Section 18 or not, Landlord shall have the option to pursue any one or more of the following remedies without any notice (except as expressly prescribed herein) or demand whatsoever (and without limiting the generality of the foregoing, Tenant hereby specifically waives notice and demand for payment of Rent or other obligations, except for those notices specifically required pursuant to the terms of Section 18 or this Section 19, and waives any and all other notices or demand requirements imposed by applicable Law):

(a)	Terminate this Lease and Tenant’s right to possession of the Premises and recover from Tenant an award of damages equal to the sum of the following:
	(i)	The Worth at the Time of Award of the unpaid Rent which had been earned at the time of termination;
	(ii)	The Worth at the Time of Award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such Rent loss that Tenant affirmatively proves could have been reasonably avoided;
	(iii)	The Worth at the Time of Award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such Rent loss that Tenant affirmatively proves could be reasonably avoided;
	(iv)	Any other amount necessary to compensate Landlord for all the detriment either proximately caused by Tenant’s failure to perform Tenant’s obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and
	(v)	All such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time under applicable law.
	The “Worth at the Time of Award” of the amounts referred to in parts (i) and (ii) above, shall be computed by allowing interest at the lesser of a per annum rate equal to: (A) the greatest per annum rate of interest permitted from time to time

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	under applicable law, or (B) the Prime Rate plus 5%. For purposes hereof, the “Prime Rate” shall be the per annum interest rate publicly announced as its prime or base rate by a federally insured bank selected by Landlord in the State of California. The “Worth at the Time of Award” of the amount referred to in part (iii), above, shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%;
(b)	Employ the remedy described in California Civil Code § 1951.4 (Landlord may continue this Lease in effect after Tenant’s breach and abandonment and recover Rent as it becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations); or
(c)	Notwithstanding Landlord’s exercise of the remedy described in California Civil Code § 1951.4 in respect of an event or events of default, at such time thereafter as Landlord may elect in writing, to terminate this Lease and Tenant’s right to possession of the Premises and recover an award of damages as provided above in Paragraph 19.01(a).

          19.02 The subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such Rent. No waiver by Landlord of any breach hereof shall be effective unless such waiver is in writing and signed by Landlord.

          19.03 TENANT HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION 3275 OF THE CIVIL CODE OF CALIFORNIA AND BY SECTIONS 1174 (c) AND 1179 OF THE CODE OF CIVIL PROCEDURE OF CALIFORNIA AND ANY AND ALL OTHER LAWS AND RULES OF LAW FROM TIME TO TIME IN EFFECT DURING THIS LEASE TERM OR THEREAFTER PROVIDING THAT TENANT SHALL HAVE ANY RIGHT TO REDEEM, REINSTATE OR RESTORE THIS LEASE FOLLOWING ITS TERMINATION BY REASON OF TENANT’S BREACH.

THE PARTIES HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS LEASE. IF THE JURY WAIVER PROVISIONS OF THIS SECTION 19.03 ARE NOT ENFORCEABLE UNDER CALIFORNIA LAW, THEN THE FOLLOWING PROVISIONS SHALL APPLY. It is the desire and intention of the parties to agree upon a mechanism and procedure under which controversies and disputes arising out of this Lease or related to the Premises will be resolved in a prompt and expeditious manner. Accordingly, except with respect to actions for unlawful or forcible detainer or with respect to the prejudgment remedy of attachment, any action, proceeding or counterclaim brought by either party hereto against the other (and/or against its officers, directors, employees, agents or subsidiaries or affiliated entities) on any matters whatsoever arising out of or in any way connected with this Lease, Tenant’s use or occupancy of the Premises and/or any claim of injury or damage, whether sounding in contract, tort, or otherwise, shall be heard and resolved by a referee under the provisions of the California Code of Civil Procedure, Sections 638 — 645.1, inclusive (as same may be amended, or any successor statute(s) thereto) (the “Referee Sections”). Any fee to initiate the judicial reference proceedings and all fees charged and costs incurred by the referee shall be paid by the party initiating such procedure (except that if a reporter is requested by either party, then a reporter shall be present at all proceedings where requested and the fees of such reporter – except for copies ordered by the other parties – shall be borne by the party requesting the reporter); provided however, that allocation of the costs and fees, including any Initiation fee, of such proceeding shall be ultimately determined in accordance with Section 26.02 below. The venue of the proceedings shall be in the county in which the Premises are located. Within 10 days of receipt by any party of a written request to resolve any dispute or controversy pursuant to this Section 19.03, the parties shall agree upon a single referee who shall try all issues, whether of fact or taw, and report a finding and judgment on such issues as required by the Referee Sections. If the parties are unable to agree upon a referee within such 10 day period, then any party may thereafter file a lawsuit in the county in which the Premises are located for the purpose of appointment of a referee under the Referee Sections. If the referee is appointed by the court, the referee shall be a neutral and impartial retired judge with substantial experience in the relevant matters to be determined, from Jams/Endispute, Inc., the American Arbitration Association or similar mediation/arbitration entity. The proposed referee may be challenged by any party for any of the grounds listed in the Referee Sections. The referee shall have the power to decide all issues of fact and law and report his or her decision on such issues, and to issue all recognized remedies available at Law or in equity for any cause of action that is before the referee, including an award of attorneys’ fees and costs in

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accordance with this Lease. The referee shall not, however, have the power to award punitive damages, nor any other damages which are not permitted by the express provisions of this Lease, and the parties hereby waive any right to recover any such damages. The parties shall be entitled to conduct all discovery as provided in the California Code of Civil Procedure, and the referee shall oversee discovery and may enforce all discovery orders in the same manner as any trial court judge, with rights to regulate discovery and to issue and enforce subpoenas, protective orders and other limitations on discovery available under California law. The reference proceeding shall be conducted in accordance with California law (including the rules of evidence), and in all regards, the referee shall follow California law applicable at the time of the reference proceeding. The parties shall promptly and diligently cooperate with one another and the referee, and shall perform such acts as may be necessary to obtain a prompt and expeditious resolution of the dispute or controversy in accordance with the terms of this Section 19.03. In this regard, the parties agree that the parties and the referee shall use best efforts to ensure that (a) discovery be conducted for a period no longer than 6 months from the date the referee is appointed, excluding motions regarding discovery, and (b) a trial date be set within 9 months of the date the referee is appointed. In accordance with Section 644 of the California Code of Civil Procedure, the decision of the referee upon the whole issue must stand as the decision of the court, and upon the filing of the statement of decision with the clerk of the court, or with the judge if there is no clerk, judgment may be entered thereon in the same manner as if the action had been tried by the court. Any decision of the referee and/or judgment or other order entered thereon shall be appealable to the same extent and in the same manner that such decision, judgment, or order would be appealable if rendered by a judge of the superior court in which venue is proper hereunder. The referee shall in his/her statement of decision set forth his/her findings of fact and conclusions of law. The parties intend this general reference agreement to be specifically enforceable in accordance with the Code of Civil Procedure. Nothing in this Section 19.03 shall prejudice the right of any party to obtain provisional relief or other equitable remedies from a court of competent jurisdiction as shall otherwise be available under the Code of Civil Procedure and/or applicable court rules.

          19.04 No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given hereunder or now or hereafter existing by agreement, applicable Law or in equity. In addition to other remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by applicable Law, to injunctive relief, or to a decree compelling performance of any of the covenants, agreements, conditions or provisions of this Lease, or to any other remedy allowed to Landlord at law or in equity. Forbearance by Landlord to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default.

          19.05 If Tenant is in Default of any of its non-monetary obligations under this Lease, Landlord shall have the right to perform such obligations. Tenant shall reimburse Landlord for the cost of such performance upon demand together with an administrative charge equal to 10% of the cost of the work performed by Landlord.

          19.06 This Section 19 shall be enforceable to the maximum extent such enforcement is not prohibited by applicable Law, and the unenforceability of any portion thereof shall not thereby render unenforceable any other portion.

20. Limitation of Liability.

          NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED TO THE LESSER OF (A) THE INTEREST OF LANDLORD IN THE PROPERTY, OR (B) THE EQUITY INTEREST LANDLORD WOULD HAVE IN THE PROPERTY IF THE PROPERTY WERE ENCUMBERED BY THIRD PARTY DEBT IN AN AMOUNT EQUAL TO 70% OF THE VALUE OF THE PROPERTY. TENANT SHALL LOOK SOLELY TO LANDLORD’S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD AGAINST LANDLORD OR ANY LANDLORD RELATED PARTY, NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY, AND IN NO EVENT SHALL LANDLORD OR ANY LANDLORD RELATED PARTY BE LIABLE TO TENANT FOR ANY LOST PROFIT, DAMAGE TO OR LOSS OF BUSINESS OR ANY FORM OF SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGE. BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES (DEFINED IN SECTION 23 BELOW), NOTICE AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT.

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21. Intentionally Omitted.

22. Holding Over.

          If Tenant fails to surrender all or any part of the Premises at the termination of this Lease, occupancy of the Premises after termination shall be that of a tenancy at sufferance. Tenant’s occupancy shall be subject to all the terms and provisions of this Lease, and Tenant shall pay an amount (on a per month basis without reduction for partial months during the holdover) equal to 150% of the sum of the Base Rent and Additional Rent due for the period immediately preceding the holdover. No holdover by Tenant or payment by Tenant after the termination of this Lease shall be construed to extend the Term or prevent Landlord from immediate recovery of possession of the Premises by summary proceedings or otherwise. If Landlord is unable to deliver possession of the Premises to a new tenant or to perform improvements for a new tenant as a result of Tenant’s holdover and Tenant fails to vacate the Premises within 15 days after notice from Landlord, Tenant shall be liable for all damages that Landlord suffers from the holdover.

23. Subordination to Mortgages; Estoppel Certificate.

          23.01 Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising upon the Premises, the Building or the Property, and to renewals, modifications, refinancings and extensions thereof (collectively referred to as a “Mortgage”). The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. This clause shall be self-operative, but upon request from a Mortgagee, Tenant shall execute a commercially reasonable subordination agreement in favor of the Mortgagee. As an alternative, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. Upon request, Tenant, without charge, shall attorn to any successor to Landlord’s interest in this Lease that assumes Landlord’s obligations hereunder, whether in writing or by operation of Law. Landlord and Tenant shall each, within 10 days after receipt of a written request from the other, execute and deliver a commercially reasonable estoppel certificate to those parties as are reasonably requested by the other (including a Mortgagee or prospective purchaser). Without limitation, such estoppel certificate may include a certification as to the status of this Lease, the existence of any defaults and the amount of Rent that is due and payable. Notwithstanding the foregoing in this Section to the contrary, as a condition precedent to Tenant’s agreement hereunder to subordinate this Lease to any future Mortgage, Landlord shall be required to provide Tenant with a commercially reasonable subordination agreement in favor of Tenant from the Mortgagee thereunder.

          23.02 For purposes of this Section 23, a subordination agreement shall not be deemed to be commercially reasonable unless it provides that: (a) so long as Tenant is paying the Rent due under this Lease and is not otherwise in default under this Lease beyond any applicable cure period, its right to possession and the other terms of this Lease shall remain in full force and effect; (b) the Mortgagee shall have additional time (not to exceed 90 days) to cure defaults of Landlord; (c) neither the Mortgagee nor any successor-in-interest shall be bound by (i) any payment of the Base Rent, Additional Rent, or other sum due under this Lease for more than 1 month in advance or (ii) any amendment or modification of this Lease made without the express written consent of the Mortgagee or any successor-in-interest; and (d) neither the Mortgagee nor any successor-in-interest will be liable for any act or omission of any prior landlord (including Landlord) or subject to any offset or defense that Tenant might have against any prior landlord (including Landlord), except to the extent that any default by such prior landlord continues following the acquisition of such prior landlord’s interest hereunder by the Mortgagee or such successor-in-interest (other than a default by such prior landlord of any obligation to pay or reimburse any funds to Tenant).

24. Notice.

          All demands, approvals, consents or notices (collectively referred to as a “notice”) shall be in writing and delivered by hand or sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service, or sent by overnight or same day courier service at the party’s respective Notice Address(es) set forth in Section 1; provided, however, notices sent by Landlord regarding general Building operational matters may be sent via e-mail to the e-mail address provided by Tenant to Landlord for such purpose. In addition, if the Building is closed (whether due to emergency, governmental order or any other reason), then any notice address at the Building shall not be deemed a required notice address during such closure, and, unless Tenant has provided an alternative valid notice address to Landlord for use during such closure, any notices sent during such closure may be sent via e-mail or in any other practical manner reasonably designed to

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ensure receipt by the intended recipient. Each notice shall be deemed to have been received on the earlier to occur of actual delivery or the date on which delivery is refused, or, if Tenant has vacated the Premises or any other Notice Address of Tenant without providing a new Notice Address, 3 days after notice is deposited in the U.S. mail or with a courier service in the manner described above. Either party may, at any time, change its Notice Address (other than to a post office box address) by giving the other party written notice of the new address.

25. Surrender of Premises.

          At the termination of this Lease or Tenant’s right of possession, Tenant shall remove Tenant’s Property from the Premises, and quit and surrender the Premises to Landlord, broom clean, and in good order, condition and repair, ordinary wear and tear and damage which Landlord is obligated to repair hereunder excepted. If Tenant fails to remove any of Tenant’s Property, or to restore the Premises to the required condition, within 2 days after termination of this Lease or Tenant’s right to possession, Landlord, at Tenant’s sole cost and expense, shall be entitled (but not obligated) to remove and store Tenant’s Property and/or perform such restoration of the Premises. Landlord shall not be responsible for the value, preservation or safekeeping of Tenant’s Property. Tenant shall pay Landlord, upon demand, the expenses and storage charges incurred. If Tenant fails to remove Tenant’s Property from the Premises or storage, within 30 days after notice, Landlord may deem all or any part of Tenant’s Property to be abandoned and, at Landlord’s option, title to Tenant’s Property shall vest in Landlord or Landlord may dispose of Tenant’s Property in any manner Landlord deems appropriate.

26. Miscellaneous.

          26.01 This Lease shall be interpreted and enforced in accordance with the Laws of the state or commonwealth in which the Building is located and Landlord and Tenant hereby irrevocably consent to the jurisdiction and proper venue of such state or commonwealth. If any term or provision of this Lease shall to any extent be void or unenforceable, the remainder of this Lease shall not be affected. If there is more than one Tenant or if Tenant is comprised of more than one party or entity, the obligations imposed upon Tenant shall be joint and several obligations of all the parties and entities, and requests or demands from any one person or entity comprising Tenant shall be deemed to have been made by all such persons or entities. Notices to any one person or entity shall be deemed to have been given to all persons and entities. Tenant represents and warrants to Landlord, and agrees, that each individual executing this Lease on behalf of Tenant is authorized to do so on behalf of Tenant and that the entity(ies) or individual(s) constituting Tenant or which may own or control Tenant or which may be owned or controlled by Tenant are not and at no time will be (i) in violation of any Laws relating to terrorism or money laundering, or (ii) among the individuals or entities identified on any list compiled pursuant to Executive Order 13224 for the purpose of identifying suspected terrorists or on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov/ofac/tllsdn.pdf or any replacement website or other replacement official publication of such list.

          26.02 If Landlord retains an attorney or institutes legal proceedings due to Tenant’s failure to pay Rent when due, then Tenant shall be required to pay Additional Rent in an amount equal to the reasonable attorneys’ fees and costs actually incurred by Landlord in connection therewith. Notwithstanding the foregoing, in any action or proceeding between Landlord and Tenant, including any appellate or alternative dispute resolution proceeding, the prevailing party shall be entitled to recover from the non-prevailing party all of its costs and expenses in connection therewith, including, but not limited to, reasonable attorneys’ fees actually incurred. No failure by either party to declare a default immediately upon its occurrence, nor any delay by either party in taking action for a default, nor Landlord’s acceptance of Rent with knowledge of a default by Tenant, shall constitute a waiver of the default, nor shall it constitute an estoppel.

          26.03 Whenever a period of time is prescribed for the taking of an action by Landlord or Tenant (other than the payment of the Security Deposit or Rent), the period of time for the performance of such action shall be extended by the number of days that the performance is actually delayed due to strikes, acts of God, shortages of labor or materials, war, terrorist acts, pandemics, civil disturbances and other causes beyond the reasonable control of the performing party (“Force Majeure”).

          26.04 Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations under this Lease and in the Building and Property. Upon transfer, Landlord shall be released from any obligations hereunder arising on or subsequent to the date of such transfer and Tenant agrees to look solely to the successor in interest of Landlord for the performance of such obligations, provided that any successor pursuant to a voluntary, third

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party transfer (but not as part of an Involuntary transfer resulting from a foreclosure or deed in lieu thereof) shall have assumed Landlord’s obligations under this Lease. This Section 26.04 shall not affect Landlord’s liability with respect to its obligations arising prior to the date of such Transfer.

          26.05 Landlord has delivered a copy of this Lease to Tenant for Tenant’s review only and the delivery of it does not constitute an offer to Tenant or an option. Tenant represents that it has dealt directly with and only with the Broker (described in Section 1.10) as a broker in connection with this Lease. Tenant shall indemnify and hold Landlord and the Landlord Related Parties harmless from all claims of any other brokers claiming to have represented Tenant in connection with this Lease. Landlord shall indemnify and hold Tenant and the Tenant Related Parties harmless from all claims of any brokers claiming to have represented Landlord in connection with this Lease. Equity Office Properties Management Corp., or such other entity affiliated with Equity Office Properties Management Corp. that is involved in the negotiation of this Lease (each referred to as “EOPMC”), represents only the Landlord in this transaction. Any assistance rendered by any agent or employee of EOPMC in connection with this Lease or any subsequent amendment or modification or any other document related hereto has been or will be made as an accommodation to Tenant solely in furtherance of consummating the transaction on behalf of Landlord, and not as agent for Tenant.

          26.06 Time is of the essence with respect to Tenant’s exercise of any expansion, renewal or extension rights granted to Tenant. The expiration of the Term, whether by lapse of time, termination or otherwise, shall not relieve either party of any obligations which accrued prior to or which may continue to accrue after the expiration or termination of this Lease.

          26.07 Tenant may peacefully have, hold and enjoy the Premises, subject to the terms of this Lease, provided Tenant pays the Rent and fully performs all of its covenants and agreements. This covenant shall be binding upon Landlord and its successors only during its or their respective periods of ownership of the Building.

          26.08 This Lease does not grant any rights to light or air over or about the Building. Landlord excepts and reserves exclusively to itself any and all rights not specifically granted to Tenant under this Lease. Landlord reserves the right to make changes to the Property, Building and Common Areas as Landlord deems appropriate. This Lease constitutes the entire agreement between the parties and supersedes all prior agreements and understandings related to the Premises, including all lease proposals, letters of intent and other documents. Neither party is relying upon any warranty, statement or representation not contained in this Lease. This Lease may be modified only by a written agreement signed by an authorized representative of Landlord and Tenant.

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          Landlord and Tenant have executed this Lease as of the day and year first above written.

LANDLORD:
EOP-700 NORTH BRAND, L.L.C., a Delaware limited liability company
By:
Name:	Frank R. Campbell
Title:	Vice President
TENANT:
MOBILE STORAGE GROUP, INC., a Delaware corporation
By:
Name:	Christopher A. Wilson
Title:	General Counsel & Assistant Secretary
Tenant’s Tax ID Number (SSN or FEIN): 20-0751031

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EXHIBIT A

OUTLINE AND LOCATION OF PREMISES

          This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between EOP-700 NORTH BRAND, L.L.C., a Delaware limited liability company (“Landlord”) and MOBILE STORAGE GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 700 North Brand Boulevard, Glendale, California.

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EXHIBIT B

EXPENSES AND TAXES

          This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between EOP-700 NORTH BRAND, L.L.C., a Delaware limited liability company (“Landlord”) and MOBILE STORAGE GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 700 North Brand Boulevard, Glendale, California. Capitalized terms used but not defined herein shall have the meanings given in the Lease.

1. Payments.

          1.01 Commencing on January 1, 2009, Tenant shall pay Tenant’s Pro Rata Share of the amount, if any, by which Expenses (defined below) for each calendar year during the Term exceed Expenses for the Base Year (the “Expense Excess”) and also the amount, if any, by which Taxes (defined below) for each calendar year during the Term exceed Taxes for the Base Year (the “Tax Excess”). If Expenses or Taxes in any calendar year decrease below the amount of Expenses or Taxes for the Base Year, Tenant’s Pro Rata Share of Expenses or Taxes, as the case may be, for that calendar year shall be $0. Landlord shall provide Tenant with a good faith estimate of the Expense Excess and of the Tax Excess for each calendar year during the Term. On or before the first day of each month, Tenant shall pay to Landlord a monthly installment equal to one-twelfth of Tenant’s Pro Rata Share of Landlord’s estimate of both the Expense Excess and Tax Excess. If Landlord determines that its good faith estimate of the Expense Excess or of the Tax Excess was incorrect by a material amount, Landlord may provide Tenant with a revised estimate. After its receipt of the revised estimate, Tenant’s monthly payments shall be based upon the revised estimate. If Landlord does not provide Tenant with an estimate of the Expense Excess or the Tax Excess by January 1 of a calendar year, Tenant shall continue to pay monthly installments based on the previous year’s estimate(s) until Landlord provides Tenant with the new estimate. Upon delivery of the new estimate, an adjustment shall be made for any month for which Tenant paid monthly installments based on the previous year’s estimate. Tenant shall pay Landlord the amount of any underpayment within 30 days after receipt of the new estimate. Any overpayment shall be refunded to Tenant within 30 days or credited against the next due future installment(s) of Additional Rent.

          1.02 As soon as is practical following the end of each calendar year, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Excess and the actual Taxes and Tax Excess for the prior calendar year. If the estimated Expense Excess or estimated Tax Excess for the prior calendar year is more than the actual Expense Excess or actual Tax Excess, as the case may be, for the prior calendar year, Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due, provided if the Term expires before the determination of the overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess or estimated Tax Excess for the prior calendar year is less than the actual Expense Excess or actual Tax Excess, as the case may be, for such prior year, Tenant shall pay Landlord, within 30 days after its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year.

2. Expenses.

          2.01 “Expenses” means all costs and expenses incurred in each calendar year in connection with operating, maintaining, repairing, and managing the Building and the Property. Expenses include, without limitation: (a) all labor and labor related costs, including wages, salaries, bonuses, taxes, insurance, uniforms, training, retirement plans, pension plans and other employee benefits; (b) management fees (not to exceed 3.5% of gross receipts from the Building); (c) the cost of equipping, staffing and operating an on-site and/or off-site management office for the Building, provided if the management office services one or more other buildings or properties, the shared costs and expenses of equipping, staffing and operating such management office(s) shall be equitably prorated and apportioned between the Building and the other buildings or properties; (d) accounting costs; (e) the cost of services; (f) rental and purchase cost of parts, supplies, tools and equipment; (g) insurance premiums and deductibles; (h) electricity, gas and other utility costs; and (i) the amortized cost of capital improvements (as distinguished from replacement parts or components installed in the ordinary course of business) made subsequent to the Base Year which are: (1) performed primarily to reduce current or future operating expense costs, upgrade Building security or otherwise improve the operating efficiency of the Property (to the extent such upgrades to improve operating efficiency are consistent with other first class office buildings in Glendale, California);

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or (2) required to comply with any Laws that are enacted, or first interpreted to apply to the Property, after the date of the Lease. The cost of capital improvements shall be amortized by Landlord over the lesser of the Payback Period (defined below) or the useful life of the capital improvement as reasonably determined by Landlord in accordance with generally accepted accounting principles. The amortized cost of capital improvements may, at Landlord’s option, include actual or imputed interest at the rate that Landlord would reasonably be required to pay to finance the cost of the capital improvement. “Payback Period” means the reasonably estimated period of time that it takes for the cost savings resulting from a capital improvement to equal the total cost of the capital improvement. Landlord, by itself or through an affiliate, shall have the right to directly perform, provide and be compensated for any services under the Lease. If Landlord incurs Expenses for the Building or Property together with one or more other buildings or properties, whether pursuant to a reciprocal easement agreement, common area agreement or otherwise, the shared costs and expenses shall be equitably prorated and apportioned between the Building and Property and the other buildings or properties.

          2.02 Expenses shall not include: the cost of capital improvements (except as set forth above); depreciation; principal payments of mortgage and other non-operating debts of Landlord; the cost of repairs or other work to the extent Landlord is reimbursed by insurance or condemnation proceeds; costs in connection with leasing space in the Building, including brokerage commissions; lease concessions, rental abatements and construction allowances granted to specific tenants; costs incurred in connection with the sale, financing or refinancing of the Building; fines, interest and penalties incurred due to the late payment of Taxes or Expenses; organizational expenses associated with the creation and operation of the entity which constitutes Landlord; sums (other than management fees, it being agreed that the management fees included in Expenses are as described in Section 2.01(b) above) paid to subsidiaries or other affiliates of Landlord for services on or to the Property, Building and/or Premises, but only to the extent that the costs of such services exceed the competitive cost for such services rendered by persons or entities of similar skill, competence and experience; insurance deductibles in excess of commercially reasonable amounts; any penalties or damages that Landlord pays to Tenant under the Lease or to other tenants in the Building under their respective leases; or Parking Expenses (defined below), except to the extent, if any, that Parking Expenses exceed parking revenues on an annual basis. As used herein, “Parking Expenses” shall mean costs incurred by Landlord in operating, maintaining and repairing the Parking Facility (defined in Exhibit G attached to the Lease), including, without limitation, any expenses for parking equipment, tickets, supplies, signs, cleaning, resurfacing, restriping, parking garage management fees and costs, and the wages, salaries, employee benefits and taxes for personnel working in connection with the Parking Facility; provided, however, that Parking Expenses shall exclude capital expenses and costs incurred for electricity, janitorial service, elevator maintenance and insurance.

          2.03 If at any time during a calendar year the Building is not at least 95% occupied or Landlord is not supplying services to at least 95% of the total Rentable Square Footage of the Building, Expenses shall, at Landlord’s option, be determined as if the Building had been 95% occupied and Landlord had been supplying services to 95% of the Rentable Square Footage of the Building during that calendar year. If Expenses for a calendar year are determined as provided in the prior sentence, Expenses for the Base Year shall also be determined in such manner. Notwithstanding the foregoing, Landlord may calculate the extrapolation of Expenses under this Section based on 100% occupancy and service so long as such percentage is used consistently for each year of the Term. The extrapolation of Expenses under this Section shall be performed in accordance with the methodology specified by the Building Owners and Managers Association.

3. “Taxes”

          3.01. In General. shall mean: (a) all real property taxes and other assessments on the Building and/or Property, including, but not limited to, gross receipts taxes, assessments for special improvement districts and building improvement districts, governmental charges, fees and assessments for police, fire, traffic mitigation or other governmental service of purported benefit to the Property, taxes and assessments levied in substitution or supplementation in whole or in part of any such taxes and assessments and the Property’s share of any real estate taxes and assessments under any reciprocal easement agreement, common area agreement or similar agreement as to the Property; (b) all personal property taxes for property that is owned by Landlord and used in connection with the operation, maintenance and repair of the Property; and (c) all commercially reasonable costs and fees incurred in connection with seeking reductions in any tax liabilities described in (a) and (b), including, without limitation, any costs incurred by Landlord for compliance, review and appeal of tax liabilities. Without limitation, Taxes shall not include any income, capital levy, transfer, capital stock, gift, estate or

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inheritance tax. If a change in Taxes is obtained for any year of the Term during which Tenant paid Tenant’s Pro Rata Share of any Tax Excess, then Taxes for that year will be retroactively adjusted and Landlord shall provide Tenant with a credit, if any, based on the adjustment. Likewise, if a change is obtained for Taxes for the Base Year, Taxes for the Base Year shall be restated and the Tax Excess for all subsequent years shall be recomputed. Tenant shall pay Landlord the amount of Tenant’s Pro Rata Share of any such increase in the Tax Excess within 30 days after Tenant’s receipt of a statement from Landlord.

          3.02 Tenant’s Payment of Certain Tax Expenses. Notwithstanding anything to the contrary contained in the Lease, in the event that, at any time during the initial Term, any sale, conveyance, refinancing, or lease of all or substantially all of Landlord’s interest in the Property (as opposed to leases and other occupancy agreements Landlord enters into for space within the Building), or change in ownership of the Property is consummated, and as a result thereof, and to the extent that in connection therewith, the Property is reassessed (the “Reassessment”) for real estate tax purposes by the appropriate governmental authority pursuant to the terms of Proposition 13, then the terms of this Section 3.02 shall apply to such Reassessment of the Property.

                    3.02.1 The Tax Increase. For purposes of this Exhibit B, the term “Tax Increase” shall mean that portion of the Taxes, as calculated immediately following the Reassessment, which is attributable solely to the Reassessment. Accordingly, the term Tax Increase shall not include any portion of the Taxes, as calculated immediately following the Reassessment, which (i) is attributable to the initial assessment of the value of the Property, the base, shell and core of the Building or the tenant improvements located in the Building, (ii) is attributable to assessments which were pending immediately prior to the Reassessment which assessments were conducted during, and included in, such Reassessment, or which assessments were otherwise rendered unnecessary following the Reassessment, or (iii) is attributable to the annual inflationary increase of real estate taxes, but not in excess of 2.0% per annum.

                    3.02.2 Protection. During the Term, Tenant shall not be obligated to pay the applicable “Percentage Protection,” as set forth, below, of any Tax Increase.

Lease Year	Percentage Protection
1	100%
2	80%
3	60%
4	40%
5-7	0%

As an example only, in the event of a Reassessment during the 2^nd Lease Year, Tenant would be responsible for 20% of such Tax Increase in Lease Year 2, 40% of such Tax increase during Lease Year 3, 60% of such Tax Increase during Lease Year 4, and 100% of such Tax Increase in Lease Years 5 through 7.

                    3.02.3 Landlord’s Right to Purchase the Proposition 13 Protection Amount Attributable to a Particular Reassessment. The amount of Tax Expenses which Tenant is not obligated to pay or will not be obligated to pay during the Term in connection with a particular Reassessment pursuant to the terms of this Section 3.02, shall be sometimes referred to hereafter as a “Proposition 13 Protection Amount.” if the occurrence of a Reassessment is reasonably foreseeable by Landlord the terms of this Section 3.02.3 shall apply to each such Reassessment. Upon notice to Tenant, Landlord shall have the right to purchase the Proposition 13 Protection Amount relating to the applicable Reassessment (the “Applicable Reassessment”), at any time during the Term, by paying to Tenant an amount equal to the “Proposition 13 Purchase Price,” as that term is defined below, provided that the right of any successor of Landlord to exercise its right of repurchase hereunder shall not apply to any Reassessment which results from the event pursuant to which such successor of Landlord became the Landlord under the Lease. As used herein, “Proposition 13 Purchase Price” shall mean the present value of the Proposition 13 Protection Amount remaining during the Term, as of the date of payment of the Proposition 13 Purchase Price by Landlord. Such present value shall be calculated (i) by using the portion of the Proposition 13 Protection Amount attributable to each remaining Lease Year (as though the portion of such Proposition

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13 Protection Amount benefited Tenant at the end of each Lease Year), as the amounts to be discounted, and (ii) by using discount rates for each amount to be discounted equal to (A) the average rates of yield for United States Treasury Obligations with maturity dates as close as reasonably possible to the end of each Lease Year during which the portions of the Proposition 13 Protection Amount would have benefited Tenant, which rates shall be those in effect as of Landlord’s exercise of its right to purchase, as set forth in this Section 3.02.3 plus (B) 1% per annum. Upon such payment of the Proposition 13 Purchase Price, the provisions of Section 3.02.2 of the Lease shall not apply to any Tax increase attributable to the Applicable Reassessment, subject to the credits and equalized payments described below. Since Landlord is estimating the Proposition 13 Purchase Price because a Reassessment has not yet occurred, then when such Reassessment occurs, if Landlord has underestimated the Proposition 13 Purchase Price, then upon notice by Landlord to Tenant, Tenant’s Rent next due shall be credited with the amount of such underestimation, and if Landlord overestimates the Proposition 13 Purchase Price, then upon notice by Landlord to Tenant, Rent next due shall be increased by the amount of the overestimation; provided, however, that if the Lease terminates, the applicable party shall make the equalizing payment directly to the other.

4. Audit Rights. Within 60 days after receiving Landlord’s statement of Expenses (or, with respect to the Base Year Expenses, within 60 days after receiving Landlord’s initial statement of Expenses for the Base Year) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year (or Base Year, as applicable) to which the statement applies, and within 90 days after sending the Review Notice to Landlord (such period is referred to as the “Request for Information Period”), Tenant shall send Landlord a written request identifying, with a reasonable degree of specificity, the information that Tenant desires to review (the “Request for Information”). Within a reasonable time after Landlord’s receipt of a timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord, as determined by Landlord, shall forward to Tenant, or make available for inspection on site at such location deemed reasonably appropriate by Landlord, such records (or copies thereof) for the applicable calendar year (or Base Year, as applicable) that are reasonably necessary for Tenant to conduct its review of the information appropriately identified in the Request for Information. Within 60 days after any particular records are made available to Tenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year which relates to the records that have been made available to Tenant. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice, if Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. If Tenant fails to give Landlord an Objection Notice with respect to any records that have been made available to Tenant prior to expiration of the Objection Period applicable to the records which have been provided to Tenant, Tenant shall be deemed to have approved Landlord’s statement of Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses relating to such records for that year. If Tenant fails to provide Landlord with a Review Notice prior to expiration of the Review Notice Period or fails to provide Landlord with a Request for Information prior to expiration of the Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year.

If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, and the fees charged cannot be based in whole or in part on a contingency basis. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a reasonable confidentiality agreement (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

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EXHIBIT C

WORK LETTER

          This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between EOP-700 NORTH BRAND, L.L.C., a Delaware limited liability company (“Landlord”) and MOBILE STORAGE GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 700 North Brand Boulevard, Glendale, California. Capitalized terms used but not defined herein shall have the meanings given in the Lease.

1.	This Work Letter shall set forth the obligations of Landlord and Tenant with respect to the improvements to be performed in the Premises for Tenant’s use. Alt improvements described in this Work Letter to be constructed in and upon the Premises by Landlord are hereinafter referred to as the “Landlord Work”. It is agreed that construction of the Landlord Work will be completed at Tenant’s sole cost and expense, subject to the Allowance (as defined in Section 1.07 of the Lease). Landlord shall enter into a direct contract for the Landlord Work with a general contractor selected by Landlord. In addition, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the Landlord Work.
2.	Tenant shall be solely responsible for the timely preparation and submission to Landlord of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “Plans”) necessary to construct the Landlord Work, which plans shall be subject to approval by Landlord and Landlord’s architect and engineers and shall comply with their requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. If requested by Tenant, Landlord’s architect will prepare the Plans necessary for such construction at Tenant’s cost. Whether or not the layout and Plans are prepared with the help (in whole or in part) of Landlord’s architect, Tenant agrees to remain solely responsible for the timely preparation and submission of the Plans and for all elements of the design of such Plans and for all costs related thereto. Tenant has assured itself by direct communication with the architect and engineers (Landlord’s or its own, as the case may be) that the final approved Plans can be delivered to Landlord on or before June 15, 2007 (the “Plans Due Date”), provided that Tenant promptly furnishes complete information concerning its requirements to said architect and engineers as and when requested by them. Tenant covenants and agrees to cause said final, approved Plans to be delivered to Landlord on or before said Plans Due Date and to devote such time as may be necessary in consultation with said architect and engineers to enable them to complete and submit the Plans within the required time limit. Time is of the essence in respect of preparation and submission of Plans by Tenant. If the Plans are not fully completed and approved by the Plans Due Date, Tenant shall be responsible for one day of Tenant Delay (as defined in the Lease to which this Exhibit is attached) for each day during the period beginning on the day following the Plans Due Date and ending on the date completed Plans are approved. (The word “architect” as used in this Exhibit shall include an interior designer or space planner.)
3.	If Landlord’s estimate and/or the actual cost of construction shall exceed the Allowance, Landlord, prior to commencing any construction of Landlord Work, shall submit to Tenant a written estimate setting forth the anticipated cost of the Landlord Work, including but not limited to labor and materials, contractor’s fees, permit fees, and any additional labor costs arising from installation of floor covering under existing modular furniture systems. Within 3 Business Days thereafter, Tenant shall either notify Landlord in writing of its approval of the cost estimate, or specify its objections thereto and any desired changes to the proposed Landlord Work. If Tenant notifies Landlord of such objections and desired changes, Tenant shall work with Landlord to reach a mutually acceptable alternative cost estimate.
4.	If Landlord’s estimate and/or the actual cost of construction shall exceed the Allowance, if any (such amounts exceeding the Allowance being herein referred to as the “Excess Costs”), Tenant shall pay to Landlord such Excess Costs, plus any applicable state sales or use tax thereon, upon demand. The statements of costs submitted to Landlord

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	by Landlord’s contractors shall be conclusive for purposes of determining the actual cost of the items described therein. The amounts payable by Tenant hereunder constitute Rent payable pursuant to the Lease, and the failure to timely pay same constitutes an event of default under the Lease.
5.	If Tenant shall request any change, addition or alteration in any of the Plans after approval by Landlord, Landlord shall have such revisions to the drawings prepared, and Tenant shall reimburse Landlord for the cost thereof, plus any applicable state sales or use tax thereon, upon demand. Promptly upon completion of the revisions, Landlord shall notify Tenant in writing of the increased cost which will be chargeable to Tenant by reason of such change, addition or deletion. Tenant, within 2 Business Days, shall notify Landlord in writing whether it desires to proceed with such change, addition or deletion. In the absence of such written authorization. Landlord shall have the option to continue work on the Premises disregarding the requested change, addition or alteration, or Landlord may elect to discontinue work on the Premises until it receives notice of Tenant’s decision, in which event Tenant shall be responsible for any Tenant Delay in completion of the Premises resulting therefrom. If such revisions result in a higher estimate of the cost of construction and/or higher actual construction costs which exceed the Allowance, such increased estimate or costs shall be deemed Excess Costs pursuant to Paragraph 4 hereof and Tenant shall pay such Excess Costs, plus any applicable state sales or use tax thereon, upon demand.
6.	Following approval of the Plans and the payment by Tenant of the required portion of the Excess Costs, if any, Landlord shall cause the Landlord Work to be constructed substantially in accordance with the approved Plans. Landlord shall notify Tenant of substantial completion of the Landlord Work.
7.	If the Allowance shall not be sufficient to complete the Landlord Work, Tenant shall pay the Excess Costs, plus any applicable state sales or use tax thereon, as prescribed in Paragraph 4 above. Any portion of the Allowance which exceeds the cost of the Landlord Work or is otherwise remaining after December 31, 2007, shall accrue to the sole benefit of Landlord, it being agreed that Tenant shall not be entitled to any credit, offset, abatement or payment with respect thereto. Notwithstanding the foregoing to the contrary, if the cost of Landlord’s Work is less than the Allowance (the amount by which the Allowance exceeds the cost of Landlord’s Work is referred to as the “Excess Allowance”), Tenant shall be entitled to receive a credit against Base Rent coming due under the Lease in an amount equal to the lesser of the Excess Allowance and $165,600.00 (i.e., $10.00 per rentable square foot). In order for Tenant to avail itself to such credit against Base Rent, Tenant shall provide Landlord with written notice of its intension by no later than December 31, 2007. Such credit shall be applied against Base Rent for the 8th full calendar month of the Term and shall continue thereafter, if necessary, until the unused balance of the lesser of the Excess Allowance and $165,500.00 has been reduced to $0. If the Excess Allowance exceeds $165,600.00, such amount in excess of $165,600.00 shall accrue to the sole and exclusive benefit of Landlord. Landlord shall be entitled to deduct from the Allowance a construction management fee for Landlord’s oversight of the Landlord Work in an amount equal to 5% of the total cost of the Landlord Work.
8.	This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

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EXHIBIT D

COMMENCEMENT LETTER

(EXAMPLE)

Date                  __________________________

MOBILE STORAGE GROUP, INC.
700 North Brand Boulevard
Suite 1000
Glendale, California

Re:	Commencement Letter with respect to that certain Lease dated as of ___________, 2007, by and between EOP-700 NORTH BRAND, L.L.C., a Delaware limited liability company, as Landlord, and MOBILE STORAGE GROUP, INC., a Delaware corporation, as Tenant, for 16,560 rentable square feet (the “Premises”) on the 10th floor of the Building located at 700 North Brand Boulevard, Glendale, California.
	Lease Id:____________________
	Business Unit Number:________________________________
Dear	________________:

         In accordance with the terms and conditions of the above referenced Lease, Tenant accepts possession of the Premises and acknowledges:

1.	The Commencement Date of the Lease is_________________________________;
2.	The Termination Date of the Lease is_____________________________________.

          Please acknowledge the foregoing and your acceptance of possession by signing all 3 counterparts of this Commencement Letter in the space provided and returning 2 fully executed counterparts to my attention. Tenant’s failure to execute and return this letter, or to provide written objection to the statements contained in this letter, within 30 days after the date of this letter shall be deemed an approval by Tenant of the statements contained herein.

Sincerely,

EOP-700 NORTH BRAND, L.L.C., a Delaware limited liability company

By:

Name:

Title:

Acknowledged and Accepted:

Tenant: MOBILE STORAGE GROUP, INC., a Delaware corporation

By:

Name:

Title:

Date:

cc:	EOP Lease Administration
	EOP Leasing AA
	EOP Legal

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EXHIBIT E

BUILDING RULES AND REGULATIONS

          This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between EOP-700 NORTH BRAND, L.L.C., a Delaware limited liability company (“Landlord”) and MOBILE STORAGE GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 700 North Brand Boulevard, Glendale, California. Capitalized terms used but not defined herein shall have the meanings given in the Lease.

          The following rules and regulations shall apply, where applicable, to the Premises, the Building, the parking facilities (if any), the Property and the appurtenances. In the event of a conflict between the following rules and regulations and the remainder of the terms of the Lease, the remainder of the terms of the Lease shall control.

1.	Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Tenant or used by Tenant for any purpose other than ingress and egress to and from the Premises. No rubbish, litter, trash, or material shall be placed, emptied, or thrown in those areas. At no time shall Tenant permit Tenant’s employees to loiter in Common Areas or elsewhere about the Building or Property.
2.	Plumbing fixtures and appliances shall be used only for the purposes for which designed and no sweepings, rubbish, rags or other unsuitable material shall be thrown or placed in the fixtures or appliances.
3.	No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Building, except those of such color, size, style and in such places as are first approved in writing by Landlord. All tenant identification and suite numbers at the entrance to the Premises shall be installed by Landlord, at Tenant’s cost and expense, using the standard graphics for the Building. Except in connection with the hanging of lightweight pictures and wall decorations, no nails, hooks or screws shall be inserted into any part of the Premises or Building except by the Building maintenance personnel without Landlord’s prior approval, which approval shall not be unreasonably withheld.
4.	Landlord may provide and maintain in the first floor (main lobby) of the Building an alphabetical directory board or other directory device listing tenants and no other directory shall be permitted unless previously consented to by Landlord in writing.
5.	Tenant shall not place any lock(s) on any door in the Premises or Building without Landlord’s prior written consent, which consent shall not be unreasonably withheld, and Landlord shall have the right at all times to retain and use keys or other access codes or devices to all locks within and into the Premises. A reasonable number of keys to the locks on the entry doors in the Premises shall be furnished by Landlord to Tenant at Tenant’s cost and Tenant shall not make any duplicate keys. All keys shall be returned to Landlord at the expiration or early termination of the Lease.
6.	All contractors, contractor’s representatives and installation technicians performing work in the Building shall be subject to Landlord’s prior approval, which approval shall not be unreasonably withheld, and shall be required to comply with Landlord’s standard rules, regulations, policies and procedures, which may be revised from time to time.
7.	Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of merchandise or materials requiring the use of elevators, stairways, lobby areas or loading dock areas, shall be performed in a manner and restricted to hours reasonably designated by Landlord. Tenant shall obtain Landlord’s prior approval by providing a detailed listing of the activity, including the names of any contractors, vendors or delivery companies, which approval shall not be unreasonably withheld. Tenant shall assume all risk for damage, injury or loss in connection with the activity.
8.	Landlord shall have the right to approve the weight, size, or location of heavy equipment or articles in and about the Premises, which approval shall not be unreasonably withheld; provided that approval by Landlord shall not relieve Tenant from liability for any damage in connection with such heavy equipment or articles
9.	Corridor doors, when not in use, shall be kept closed.

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10.	Tenant shall not: (a) make or permit any improper, objectionable or unpleasant noises or odors in the Building, or otherwise interfere in any way with other tenants or persons having business with them; (b) solicit business or distribute or cause to be distributed, in any portion of the Building, handbills, promotional materials or other advertising; or (c) conduct or permit other activities in the Building that might, in Landlord’s sole opinion, constitute a nuisance.
11.	No animals, except those assisting handicapped persons, shall be brought into the Building or kept in or about the Premises.
12.	No inflammable, explosive or dangerous fluids or substances shall be used or kept by Tenant in the Premises, Building or about the Property, except for those substances as are typically found in similar premises used for general office purposes and are being used by Tenant in a safe manner and in accordance with ail applicable Laws. Tenant shall not, without Landlord’s prior written consent, use, store, install, spill, remove, release or dispose of, within or about the Premises or any other portion of the Property, any asbestos-containing materials or any solid, liquid or gaseous material now or subsequently considered toxic or hazardous under the provisions of 42 U.S.C. Section 9601 et seq. or any other applicable environmental Law which may now or later be in effect. Tenant shall comply with all Laws pertaining to and governing the use of these materials by Tenant and shall remain solely liable for the costs of abatement and removal.
13.	Tenant shall not use or occupy the Premises in any manner or for any purpose which might injure the reputation or impair the present or future value of the Premises or the Building. Tenant shall not use, or permit any part of the Premises to be used for lodging, sleeping or for any illegal purpose.
14.	Tenant shall not take any action which would violate Landlord’s labor contracts or which would cause a work stoppage, picketing, labor disruption or dispute or interfere with Landlord’s or any other tenant’s or occupant’s business or with the rights and privileges of any person lawfully in the Building (“Labor Disruption”). Tenant shall take the actions necessary to resolve the Labor Disruption, and shall have pickets removed and, at the request of Landlord, immediately terminate any work in the Premises that gave rise to the Labor Disruption, until Landlord gives its written consent for the work to resume. Tenant shall have no claim for damages against Landlord or any of the Landlord Related Parties nor shall the Commencement Date of the Term be extended as a result of the above actions.
15.	Tenant shall not install, operate or maintain in the Premises or in any other area of the Building, electrical equipment that would overload the electrical system beyond its capacity for proper, efficient and safe operation as determined solely by Landlord. Tenant shall not furnish cooling or heating to the Premises, including, without limitation, the use of electric or gas heating devices, without Landlord’s prior written consent. Tenant shall not use more than its proportionate share of telephone lines and other telecommunication facilities available to service the Building.
16.	Tenant shall not operate or permit to be operated a coin or token operated vending machine or similar device (including, without limitation, telephones, lockers, toilets, scales, amusement devices and machines for sale of beverages, foods, candy, cigarettes and other goods), except for machines for the exclusive use of Tenant’s employees and invitees.
17.	Bicycles and other vehicles are not permitted inside the Building or on the walkways outside the Building, except in areas designated by Landlord.
18.	Landlord may from time to time adopt systems and procedures for the security and safety of the Building and Property, its occupants, entry, use and contents. Tenant, its agents, employees, contractors, guests and invitees shall comply with Landlord’s systems and procedures.
19.	Landlord shall have the right to prohibit the use of the name of the Building or any other publicity by Tenant that In Landlord’s sole opinion may impair the reputation of the Building or its desirability. Upon written notice from Landlord, Tenant shall refrain from and discontinue such publicity immediately.

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20.	Neither Tenant nor its agents, employees, contractors, guests or invitees shall smoke or permit smoking in the Common Areas, unless a portion of the Common Areas have been declared a designated smoking area by Landlord, nor shall the above parties allow smoke from the Premises to emanate into the Common Areas or any other part of the Building. Landlord shall have the right to designate the Building (including the Premises) as a non-smoking building.
21.	Landlord shall have the right to designate and approve standard window coverings for the Premises and to establish rules to assure that the Building presents a uniform exterior appearance. Tenant shall ensure, to the extent reasonably practicable, that window coverings are closed on windows in the Premises while they are exposed to the direct rays of the sun.
22.	Deliveries to and from the Premises shall be made only at the times in the areas and through the entrances and exits reasonably designated by Landlord. Tenant shall not make deliveries to or from the Premises in a manner that might interfere with the use by any other tenant of its premises or of the Common Areas, any pedestrian use, or any use which is inconsistent with good business practice.
23.	The work of cleaning personnel shall not be hindered by Tenant after 5:30 p.m., and cleaning work may be done at any time when the offices are vacant. Windows, doors and fixtures may be cleaned at any time. Tenant shall provide adequate waste and rubbish receptacles to prevent unreasonable hardship to the cleaning service.

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EXHIBIT F

ADDITIONAL PROVISIONS

          This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between EOP-700 NORTH BRAND, L.L.C., a Delaware limited liability company (“Landlord”) and MOBILE STORAGE GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 700 North Brand Boulevard, Glendale, California. Capitalized terms used but not defined herein shall have the meanings given in the Lease.

I. ASBESTOS AND HAZARDOUS SUBSTANCE NOTIFICATION. Tenant acknowledges that Tenant has received the asbestos and hazardous substance notification letter attached to this Lease as Exhibit H hereto, disclosing the existence of asbestos and other hazardous substances in the Building or on or beneath the Property. As part of Tenant’s obligations under this Lease, Tenant agrees to comply with the California “Connelly Act” and other applicable Laws, including providing copies of Landlord’s asbestos and hazardous substances notification letter to all of Tenant’s “employees” and “owners”, as those terms are defined in the Connelly Act and other applicable Laws.

II. LETTER OF CREDIT.

A.

General Provisions. Concurrently with Tenant’s execution of the Lease, Tenant shall deliver to Landlord, as collateral for the full performance by Tenant of all of its obligations under the Lease and for all losses and damages Landlord may suffer as a result of Tenant’s failure to comply with one or more provisions of the Lease, including, but not limited to, any post lease termination damages under section 1951.2 of the California Civil Code, a standby, unconditional, irrevocable, transferable letter of credit (the “Letter of Credit”) in the form of Exhibit F-1 hereto and containing the terms required herein, in the face amount of $282,784.26 (the “Letter of Credit Amount”), naming Landlord as beneficiary, issued (or confirmed) by a financial institution acceptable to Landlord in Landlord’s sole discretion, permitting multiple and partial draws thereon, and otherwise in form acceptable to Landlord in its sole discretion. Tenant shall cause the Letter of Credit to be continuously maintained in effect (whether through replacement, renewal or extension) in the Letter of Credit Amount through the date (the “Final LC Expiration Date”) that is 60 days after the scheduled expiration date of the Term or any renewal Term. If the Letter of Credit held by Landlord expires earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank), Tenant shall deliver a new Letter of Credit or certificate of renewal or extension (a “Renewal or Replacement LC”) to Landlord not later than 60 days prior to the expiration date of the Letter of Credit then held by Landlord. Any Renewal or Replacement LC shall comply with all of the provisions of this Section II, shall be irrevocable, transferable and shall remain in effect (or be automatically renewable) through the Final LC Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord in its sole discretion.

B.

Drawings under Letter of Credit. Upon Tenant’s failure to comply with one or more provisions of the Lease, or as otherwise specifically agreed by Landlord and Tenant pursuant to the Lease or any amendment hereof, Landlord may, without prejudice to any other remedy provided in the Lease or by Law, draw on the Letter of Credit and use all or part of the proceeds to (a) satisfy any amounts due to Landlord from Tenant, and (b) satisfy any other damage, injury, expense or liability caused by Tenant’s failure to so comply. In addition, if (A) Tenant fails to furnish a Renewal or Replacement LC complying with all of the provisions of this Section II at least 60 days prior to the stated expiration date of the Letter of Credit then held by Landlord, or (B) the issuer of the Letter of Credit fails to effect a transfer of the Letter of Credit within 10 days following Landlord’s request therefor, provided that (i) such transfer is not prohibited by applicable Law (including, without limitation, the regulations of the U.S. Department of the Treasury and the U.S. Department of Commerce), and (ii) Landlord has complied with all the express provisions of the Letter of Credit, such failure shall, notwithstanding anything to the contrary set forth in the Lease, constitute an incurable Default by Tenant, Landlord may draw upon such Letter of Credit and

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	hold the proceeds thereof (and such proceeds need not be segregated) in accordance with the terms of this Section II (the “LC Proceeds Account”).
C.	Use of Proceeds by Landlord. The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (a) against any Rent payable by Tenant under the Lease that is not paid when due; (b) against all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s failure to comply with one or more provisions of the Lease, including any damages arising under section 1951.2 of the California Civil Code following termination of the Lease; (c) against any costs incurred by Landlord in connection with the Lease (including attorneys’ fees); and (d) against any other amount that Landlord may spend or become obligated to spend by reason of Tenant’s Default. Provided Tenant has performed all of its obligations under the Lease, Landlord agrees to pay to Tenant within 45 days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by Tenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or Guarantor’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments under the Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.
D.	Additional Covenants of Tenant. If, as result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the Letter of Credit Amount, Tenant shall, within 5 days thereafter, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit in the total Letter of Credit Amount), and any such additional (or replacement) letter of credit shall comply with all of the provisions of this Section II, and if Tenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in the Lease, the same shall constitute an incurable Default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.
E.	Nature of Letter of Credit. Landlord and Tenant (a) acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor or any proceeds thereof (including the LC Proceeds Account) be deemed to be or treated as a “security deposit” under any Law applicable to security deposits in the commercial context including Section 1950.7 of the California Civil Code, as such section now exist or as may be hereafter amended or succeeded (“Security Deposit Laws”), (b) acknowledge and agree that the Letter of Credit (including any renewal thereof or substitute therefor or any proceeds thereof) is not intended to serve as a security deposit, and the Security Deposit Laws shall have no applicability or relevancy thereto, and (c) waive any and all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code and all other provisions of Law, now or hereafter in effect, which (i) establish the time frame by which Landlord must refund a security deposit under a lease, and/or (ii) provide that Landlord may claim from the security deposit only those sums reasonably necessary to remedy Defaults in the payment of rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums specified above in this Section II and/or those sums reasonably necessary to compensate Landlord for any loss or damage caused by Tenant’s breach of the Lease or the acts or omission of Tenant or any other Tenant Related Parties, including any damages Landlord suffers following termination of the Lease.

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F. Reduction in Letter of Credit Amount. Provided that, during the 12 month period immediately preceding the effective date of any reduction of the Letter of Credit, Tenant has timely paid all Rent and no Default has occurred under the Lease (the “LC Reduction Conditions”), Tenant may reduce the Letter of Credit Amount so that the reduced Letter of Credit Amounts will be as follows: (a) $242,386.51 effective as of the 1^st anniversary of the Commencement Date; (b) $201,988.76 effective as of the 2nd anniversary of the Commencement Date; (c) $161,591.01 effective as of the 3rd anniversary of the Commencement Date; (d) $121,193.25 effective as of the 4th anniversary of the Commencement Date, (e) $80,795.50 effective as of the 5th anniversary of the Commencement Date, and (f) $40,397.75 effective as of the 6th anniversary of the Commencement Date. If Tenant is not entitled to reduce the Letter of Credit Amount as of a particular reduction effective date due to Tenant’s failure to satisfy the LC Reduction Conditions described above, then any subsequent reduction(s) Tenant is entitled to hereunder shall be reduced by the amount of the reduction Tenant would have been entitled to had Tenant satisfied the LC Reduction Conditions necessary for such earlier reduction. Any reduction in the Letter of Credit Amount shall be accomplished by Tenant providing Landlord with a substitute letter of credit in the reduced amount or an amendment to the existing Letter of Credit reflecting the reduced amount.

III. RENEWAL OPTION.

A. Grant of Option; Conditions. Tenant shall have the right to extend the Term (the “Renewal Option”) for one additional period of 5 years commencing on the day following the Termination Date of the initial Term and ending on the 5^th anniversary of the Termination Date (the “Renewal Term”), if:

(i).	Landlord receives notice of exercise (“Initial Renewal Notice”) not less than 12 full calendar months prior to the expiration of the initial Term and not more than 15 full calendar months prior to the expiration of the initial Term; and
(ii).	Tenant is not in Default under the Lease beyond any applicable cure periods at the time that Tenant delivers its initial Renewal Notice or at the time Tenant delivers its Binding Notice (as defined below); and
(iii).	No part of the Premises is sublet at the time that Tenant delivers its initial Renewal Notice or at the time Tenant delivers its Binding Notice; and
(iv).	The Lease has not been assigned prior to the date that Tenant delivers its Initial Renewal Notice or prior to the date Tenant delivers its Binding Notice.

B. Terms Applicable to Premises During Renewal Term.

(i).

The initial Base Rent rate per rentable square foot for the Premises during the Renewal Term shall equal the Prevailing Market (hereinafter defined) rate per rentable square foot for the Premises. Base Rent during the Renewal Term shall increase, if at all, in accordance with the increases assumed in the determination of Prevailing Market rate. Base Rent attributable to the Premises shall be payable in monthly installments in accordance with the terms and conditions of the Lease.

(ii).

Tenant shall pay Additional Rent (i.e. Taxes and Expenses) for the Premises during the Renewal Term in accordance with the Lease, and the manner and method in which Tenant reimburses Landlord for Tenant’s share of Taxes and Expenses and the Base Year, if any, applicable to such matter, shall be some of the factors considered in determining the Prevailing Market rate for the Renewal Term.

C. Procedure for Determining Prevailing Market. Within 30 days after receipt of Tenant’s Initial Renewal Notice, Landlord shall advise Tenant of the applicable Base Rent rate for the Premises for the Renewal Term (“Landlord’s Renewal Base Rent Notice”), which shall reflect the Prevailing Market rate (described below in this Section F) per rentable square foot for the Premises. Tenant,

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within 15 Business Days after Tenant’s receipt of Landlord’s Renewal Base Rent Notice, shall either (i) give Landlord written notice (“Binding Notice”) that Tenant accepts the Base Rent rate for the Premises for the Renewal Term described in Landlord’s Renewal Base Rent Notice, in which event the parties shall enter into the Renewal Amendment as described in the “Renewal Amendment”) provision below, or (ii) if Tenant disagrees with Landlord’s determination of the applicable Base Rent rate for the Premises during the Renewal Term, provide Landlord with written notice of rejection (the “Rejection Notice”). If Tenant fails to provide Landlord with either a Binding Notice or Rejection Notice within such 15 Business Day period, Tenant’s Renewal Option shall be null and void and of no further force and effect. If Tenant provides Landlord with a Binding Notice, Landlord and Tenant shall enter into the Renewal Amendment (as defined below) upon the terms and conditions set forth herein. If Tenant provides Landlord with a Rejection Notice, Landlord and Tenant shall work together in good faith to agree upon the Prevailing Market rate for the Premises during the Renewal Term. When Landlord and Tenant have agreed upon the Prevailing Market rate for the Premises, such agreement shall be reflected in a written agreement between Landlord and Tenant, whether in a letter or otherwise (and such shall be deemed a “Binding Notice”, for purposes herein), and Landlord and Tenant shall enter into the Renewal Amendment in accordance with the terms and conditions hereof. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Prevailing Market rate for the Premises within 30 days after the date Tenant provides Landlord with the Rejection Notice, Tenant, by written notice to Landlord (the “Arbitration Notice”) within 5 days after the expiration of such 30 day period, shall have the right to have the Prevailing Market rate determined in accordance with the arbitration procedures described in Section D below. If Landlord and Tenant are unable to agree upon the Prevailing Market rate for the Premises within the 30 day period described and Tenant fails to timely exercise its right to arbitrate, Tenant’s Renewal Option shall be deemed to be null and void and of no further force and effect.

D. Arbitration Procedure.

(i).

If Tenant provides Landlord with an Arbitration Notice, Landlord and Tenant, within 5 days after the date of the Arbitration Notice, shall each simultaneously submit to the other, in a sealed envelope, its good faith estimate of the Prevailing Market rate for the Premises during the Renewal Term (collectively referred to as the “Estimates”). If the higher of such Estimates is not more than 105% of the lower of such Estimates, then Prevailing Market rate shall be the average of the two Estimates. If the Prevailing Market rate is not resolved by the exchange of Estimates, then, within 7 days after the exchange of Estimates, Landlord and Tenant shall each select a commercial real estate broker (the “broker”) to determine which of the two Estimates most closely reflects the Prevailing Market rate for the Premises during the Renewal Term. Each broker so selected shall have had at least 5 years experience within the previous 10 years as a broker working in the Tri-Cities area, with working knowledge of current rental rates and practices.

(ii).

Upon selection, Landlord’s and Tenant’s brokers shall work together in good faith to agree upon which of the two Estimates most closely reflects the Prevailing Market rate for the Premises. The Estimate chosen by such brokers shall be binding on both Landlord and Tenant as the Base Rent rate for the Premises during the Renewal Term. If either Landlord or Tenant fails to appoint a broker within the 7 day period referred to above, the broker appointed by the other party shall be the sole broker for the purposes hereof. If the two brokers cannot agree upon which of the two Estimates most closely reflects the Prevailing Market within 20 days after their appointment, then, within 10 days after the expiration of such 20 day period, the two brokers shall select a third broker meeting the aforementioned criteria. Once the third broker (i.e. arbitrator) has been selected as provided for above, then, as soon thereafter as practicable but in any case within 14 days, the arbitrator shall make his determination of which of the two Estimates most closely reflects the Prevailing Market rate and such Estimate shall be binding on both Landlord and Tenant as the Base Rent rate for the Premises and the parties shall enter into the Renewal Amendment as described below. If

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the arbitrator believes that expert advice would materially assist him, he may retain one or more qualified persons to provide such expert advice. The parties shall share equally in the costs of the arbitrator and of any experts retained by the arbitrator. Any fees of any broker, appraiser, counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such broker, appraiser, counsel or expert.

(iii).

If the Prevailing Market rate has not been determined by the commencement date of the Renewal Term, Tenant shall pay Base Rent upon the terms and conditions in effect during the last month of the initial Term for the Premises until such time as the Prevailing Market rate has been determined. Upon such determination, the Base Rent for the Premises shall be retroactively adjusted to the commencement of the Renewal Term for the Premises. If such adjustment results in an underpayment of Base Rent by Tenant, Tenant shall pay Landlord the amount of such underpayment within 30 days after the determination thereof. If such adjustment results in an overpayment of Base Rent by Tenant, Landlord shall credit such overpayment against the next installment of Base Rent due under the Lease and, to the extent necessary, any subsequent installments, until the entire amount of such overpayment has been credited against Base Rent.

E.

Renewal Amendment. If Tenant is entitled to and properly exercises its Renewal Option, and if Tenant provides Landlord with a Binding Notice (as described in Section C above) or Landlord and Tenant otherwise agree upon the Prevailing Market rate for the Premises applicable during the Renewal Term, Landlord shall prepare an amendment (the “Renewal Amendment”) to reflect changes in the Base Rent, Term, Termination Date and other appropriate terms. The Renewal Amendment shall be sent to Tenant within a reasonable time after Landlord’s receipt of the Binding Notice or other written agreement by Landlord and Tenant regarding the Prevailing Market rate, and Tenant shall execute and return the Renewal Amendment to Landlord within 15 days after Tenant’s receipt of same, but, upon final determination of the Prevailing Market rate applicable during the Renewal Term as described herein, an otherwise valid exercise of the Renewal Option shall be fully effective whether or not the Renewal Amendment is executed.

F.

Definition of Prevailing Market. For purposes of this Renewal Option, “Prevailing Market” shall mean the arms length fair market annual rental rate per rentable square foot under renewal leases and amendments entered into on or about the date on which the Prevailing Market is being determined hereunder for space comparable to the Premises in the Building and Class A office buildings comparable to the Building located along Brand Boulevard between the 100 block of North Brand and the 800 block of North Brand. The determination of Prevailing Market shall take into account any material economic differences between the terms of the Lease and any comparison lease or amendment, such as rent abatements, construction costs and other concessions, and the manner, if any, in which the landlord under any such lease is reimbursed for operating expenses and taxes. The determination of Prevailing Market shall also take into consideration any reasonably anticipated changes in the Prevailing Market rate from the time such Prevailing Market rate is being determined and the time such Prevailing Market rate will become effective under the Lease.

IV. MONUMENT SIGNAGE.

A. So long as (i) Tenant is not in Default under the terms of the Lease; (ii) Tenant is currently in occupancy of the Premises; and (iii) Tenant has not assigned the Lease or sublet any part of the Premises, then Landlord shall install, for Tenant’s benefit and at Tenant’s cost, a signage panel (the “Panel”) identifying Tenant’s presence in the Building on the existing Building monument sign (the “Monument Sign”) located at the front of the Building. The exact location of Tenant’s Panel on the Monument Sign shall be determined solely by Landlord. Following installation of the Panel, Tenant shall remain liable for all costs related to the maintenance and, if applicable, illumination of the Panel. Notwithstanding the foregoing, Landlord shall have the right to maintain the Panel with contractors

5

	selected by Landlord and to bill Tenant for the cost thereof as Additional Rent. During the initial Term, Tenant use of the Panel shall be free of charge. During any extension of the initial Term, Tenant shall pay Landlord the prevailing monthly charges established from time to time by Landlord for use of said Panel.
B.	Tenant must obtain Landlord’s written consent to any proposed Panel prior to its fabrication and installation. Landlord reserves the right to withhold consent to any Panel that, in the sole judgment of Landlord, is not harmonious with the design standards of the Building. To obtain Landlord’s consent, Tenant shall submit design drawings to Landlord, showing the type and sizes of all lettering; the colors, finishes and types of materials used; and (if applicable and Landlord consents) any provisions for illumination.
C.	If during the Term (and any extensions thereof) (a) Tenant is in Default under the terms of the Lease after the expiration of applicable cure periods; or (b) Tenant fails to continuously occupy the Premises; or (c) Tenant assigns the Lease or subleases any part of the Premises, then Tenant’s rights granted herein will terminate and Landlord may remove any Panel at Tenant’s cost. Tenant agrees upon the expiration date or sooner termination of the Lease, upon Landlord’s request, to remove the Panel and repair any damage to the Monument Sign at Tenant’s sole cost and expense. Notwithstanding the foregoing, Landlord shall have the right to perform any removal or restoration work with contractors selected by Landlord and to bill Tenant for the cost thereof as Additional Rent.
D.	Landlord may, at anytime during the Term (or any extension thereof), upon 5 days prior written notice to Tenant, relocate the position of Tenant’s Panel on the Monument Sign. The cost of such relocation of Tenant’s Panel shall be divided equally between Landlord and Tenant.

V. ADDITIONAL PROVISIONS. Notwithstanding anything to the contrary contained in the Lease:

A.

Permitted Use. No portion of the Premises shall be used for any of the following uses: any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling, materials, activities, or sexual conduct or any other use that, as of the time of the execution hereof, has or could reasonably be expected to have a material adverse effect on the Property or its use, operation or value.

B.

Attornment. In the event of the enforcement by any Mortgagee of any remedy under any Mortgage or Mortgage loan document, Tenant shall, at the option of the Mortgagee or of any other person or entity succeeding to the interest of the Mortgagee as a result of such enforcement, attorn to the Mortgagee or to such person or entity and shall recognize the Mortgagee or such successor in the interest as lessor under the Lease without change in the provisions thereof; provided, however, the Mortgagee or such successor in interest shall not be liable for or bound by (i) any payment of an installment of Rent or Additional Rent which may have been made more than 30 days before the due date of such installment, (ii) any act or omission of or default by Landlord under the Lease (but the Mortgagee, or such successor, shall be subject to the continuing obligations of Landlord to the extent arising from and after such succession to the extent of the Mortgagee’s, or such successor’s, interest in the Property), (iii) any credits, claims, setoffs or defenses which any Tenant may have against Landlord, or (iv) any obligation under the Lease to maintain a fitness facility at the Property. Tenant, upon the reasonable request by the Mortgagee or such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment. Notwithstanding the foregoing, in the event the Mortgagee shall have entered into a separate subordination, attornment and non-disturbance agreement directly with Tenant governing Tenant’s obligation to attorn to the Mortgagee or such successor in interest as lessor, the terms and provisions of such agreement shall supersede the provisions of this Subsection.

C. Proceeds.

1. Nothing in the Lease shall be deemed to prevent Proceeds (defined below) from being held and disbursed by any Mortgagee in accordance with the

6

	terms of the applicable Mortgage loan documents. However, if, in the event of any Casualty or partial Taking, any obligation of Landlord under the Lease to restore the Premises or the Building is materially diminished by the operation of the preceding sentence, then Landlord, as soon as reasonably practicable after the occurrence of such Casualty or partial Taking, shall provide written notice to Tenant describing such diminution with reasonably specificity, whereupon Tenant, by written notice to Landlord delivered within 10 days after receipt of Landlord’s notice, shall have the right to terminate the Lease effective 10 days after the date of such termination notice.
2.	Nothing in the Lease shall be deemed to entitle Tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of the Taking of its trade fixtures and its leasehold improvements which have not become part of the Property and such business loss as Tenant may specifically and separately establish. Nothing in the preceding sentence shall be deemed to expand any right Tenant may have under the Lease to receive or retain any Proceeds.
3.	As used herein, “Proceeds” means any compensation, awards, proceeds, damages, claims, insurance recoveries, causes or rights of action (whenever accrued) or payments which Landlord may receive or to which Landlord may become entitled with respect to the Property or any part thereof (other than payments received in connection with any liability or loss of rental value or business interruption insurance) in connection with any Taking of or any Casualty or other damage or injury to the Property or any part thereof.

VI. CONTINGENCY. Notwithstanding anything herein to the contrary, Landlord and Tenant hereby acknowledge that the Premises are currently leased to National Teleconsultants, inc. (“National Teleconsultants”). Landlord and Tenant further acknowledge and agree that the Lease is contingent upon (a) the termination of the existing lease by and between Landlord and National Teleconsultants (the “National Teleconsultants Lease”), and (b) the unconditional approval, in form and substance acceptable to Landlord, in its sole and absolute discretion, of Landlord’s Mortgagee to the termination of the National Teleconsultants Lease. In the event Landlord does not (A) enter into an agreement with National Teleconsultants terminating the National Teleconsultants Lease, and (B) satisfy clause (b) of the immediately preceding sentence, on or before May 31, 2007, Landlord, at its option, may terminate the Lease by providing written notice of termination to Tenant, whereupon, the Lease shall immediately become null and void and of no further force and effect.

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EXHIBIT F-1

LETTER OF CREDIT

[Name of Financial Institution]

Irrevocable Standby

Letter of Credit

No.

Issuance Date:

Expiration Date:

Applicant: MOBILE STORAGE
GROUP, INC., a Delaware
corporation

Beneficiary

EOP-700 NORTH BRAND, L.L.C., a Delaware limited liability company
350 South Grand Avenue
Suite 3200
Los Angeles, CA 90071
Attn: Property Manager

Ladies/Gentlemen:

          We hereby establish our Irrevocable Standby Letter of Credit in your favor for the account of the above referenced Applicant in the amount of TWO HUNDRED EIGHTY-TWO THOUSAND SEVEN HUNDRED EIGHTY-FOUR and 26/100 U.S. Dollars ($282,784.26) available for payment at sight by your draft drawn on us when accompanied by the following documents:

1.

An original copy of this Irrevocable Standby Letter of Credit.

2.

Beneficiary’s dated statement purportedly signed by an authorized signatory or agent reading: This draw in the amount of _____________________ U.S. Dollars ($_______________) under your Irrevocable Standby Letter of Credit No. ___________________represents funds due and owing pursuant to the terms of that certain lease by and between EOP-700 NORTH BRAND, L.L.C., a Delaware limited liability company, as landlord, and MOBILE STORAGE GROUP, INC., a Delaware corporation, as tenant, and/or any amendment to the lease or any other agreement between such parties related to the lease.”

          It is a condition of this Irrevocable Standby Letter of Credit that it will be considered automatically renewed for a one year period upon the expiration date set forth above and upon each anniversary of such date, unless at least 60 days prior to such expiration date or applicable anniversary thereof, we notify you in writing, by certified mail return receipt requested or by recognized overnight courier service, that we elect not to so renew this Irrevocable Standby Letter of Credit. A copy of any such notice shall also be sent, in the same manner, to: Equity Office Properties Trust, 2 North Riverside Plaza, Suite 2100, Chicago, Illinois 60606, Attention: Treasury Department. In addition, provided that you have not provided us with written notice, prior to the effective date of any reduction, that Applicant has failed to satisfy the conditions required under the Lease in order to reduce the amount of this Irrevocable Standby Letter of Credit, the amount of this Irrevocable Standby Letter of Credit shall automatically reduce in accordance with the following schedule:

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Effective Date of Reduction	New Reduced Amount of Letter of Credit
as of the 1st anniversary of the Commencement Date	$242,386.51
as of the 2nd anniversary of the Commencement Date	$201,988.76
as of the 3rd anniversary of the Commencement Date	$161,591.01
as of the 4th anniversary of the Commencement Date	$121,193.25
as of the 5th anniversary of the Commencement Date	$80,795.50
as of the 6th anniversary of the Commencement Date	$40,397.75

          In addition to the foregoing, we understand and agree that you shall be entitled to draw upon this Irrevocable Standby Letter of Credit in accordance with 1. and 2. above in the event that we elect not to renew this Irrevocable Standby Letter of Credit and, In addition, you provide us with a dated statement purportedly signed by an authorized signatory or agent of Beneficiary stating that the Applicant has failed to provide you with an acceptable substitute irrevocable standby letter of credit in accordance with the terms of the above referenced lease. We further acknowledge and agree that: (a) upon receipt of the documentation required herein, we will honor your draws against this Irrevocable Standby Letter of Credit without inquiry into the accuracy of Beneficiary’s signed statement and regardless of whether Applicant disputes the content of such statement; (b) this irrevocable Standby Letter of Credit shall permit partial draws and, in the event you elect to draw upon less than the full stated amount hereof, the stated amount of this Irrevocable Standby Letter of Credit shall be automatically reduced by the amount of such partial draw; and (c) you shall be entitled to transfer your interest in this Irrevocable Standby Letter of Credit from time to time and more than one time without our approval and without charge. In the event of a transfer, we reserve the right to require reasonable evidence of such transfer as a condition to any draw hereunder.

          This Irrevocable Standby Letter of Credit is subject to the International Standby Practices (ISP98) ICC Publication No. 590.

          We hereby engage with you to honor drafts and documents drawn under and in compliance with the terms of this Irrevocable Standby Letter of Credit.

           All communications to us with respect to this Irrevocable Standby Letter of Credit must be addressed to our office located at______________________________________________ to the attention of__________________________________,

Very truly yours,

[name]

[title}

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EXHIBIT G

PARKING AGREEMENT

          This Exhibit (the “Parking Agreement”) is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between EOP-700 NORTH BRAND, L.L.C., a Delaware limited liability company (“Landlord”) and MOBILE STORAGE GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 700 North Brand Boulevard, Glendale, California. Capitalized terms used but not defined herein shall have the meanings given in the Lease.

1.	The capitalized terms used in this Parking Agreement shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this Parking Agreement. In the event of any conflict between the Lease and this Parking Agreement, the latter shall control.
2.	During the initial Term, Tenant agrees to lease from Landlord and Landlord agrees to lease to Tenant a total of up to 66 non-reserved parking spaces in the parking facility servicing the Building (“Parking Facility”); provided, however in no event shall Tenant lease less than 17 non-reserved parking spaces. Prior to the Commencement Date, Tenant shall notify Landlord in writing of the number of non-reserved parking spaces which Tenant initially elects to use during the Term, but in no event in excess of the maximum number of non-reserved parking spaces nor less than the number of non-reserved parking spaces set forth in this Paragraph 2. Thereafter, Tenant may increase or decrease the number of non-reserved parking spaces to be used by Tenant pursuant to this Paragraph 2 upon a minimum of 30 days prior written notice to Landlord, provided that in no event may Tenant elect to use in excess of the maximum number of non-reserved parking spaces nor less than the number of non-reserved parking spaces set forth in this Paragraph 2. During the initial Term, Tenant shall pay in advance, concurrent with Tenant’s payment of monthly Base Rent, the prevailing monthly charges established from time to time for parking in the Parking Facility; provided, however, Tenant shall not pay Landlord a monthly parking charge during the period commencing on the first day of the 2nd full calendar month of the Term and ending on the last day of the 4th full calendar month of the Term for the non-reserved parking spaces utilized by Tenant during such period. Such charges shall be payable to Landlord or such other entity as designated by Landlord, and shall be sent to the address Landlord designates from time to time. The initial charge for such parking spaces is $70.00 per non-reserved parking pass, per month. No deductions from the monthly charge shall be made for days on which the Parking Facility is not used by Tenant. Tenant may, from time to time request additional parking spaces, and if Landlord shall provide the same, such parking spaces shall be provided and used on a month-to-month basis, and otherwise on the foregoing terms and provisions, and at such prevailing monthly parking charges as shall be established from time to time.
3.	Tenant shall at all times comply with all applicable ordinances, rules, regulations, codes, laws, statutes and requirements of all federal, state, county and municipal governmental bodies or their subdivisions respecting the use of the Parking Facility. Landlord reserves the right to adopt, modify and enforce reasonable rules (“Rules”) governing the use of the Parking Facility from time to time including any key-card, sticker or other identification or entrance system and hours of operation. The Rules set forth herein are currently in effect. Landlord may refuse to permit any person who violates such Rules to park in the Parking Facility, and any violation of the Rules shall subject the car to removal from the Parking Facility.
4.	Unless specified to the contrary above, the parking spaces hereunder shall be provided on a non-designated “first-come, first-served” basis. Tenant acknowledges that Landlord has no liability for claims arising through acts or omissions of any independent operator of the Parking Facility. Landlord shall have no liability whatsoever for any damage to items located in the Parking Facility, nor for any personal injuries or death arising out of any matter relating to the Parking Facility, and in all events, Tenant agrees to look first to its insurance carrier and to require that Tenant’s employees look first to their respective insurance carriers for payment of any losses sustained in connection with any use of the Parking Facility. Tenant hereby waives on behalf of its insurance carriers all rights of subrogation against Landlord or Landlord’s agents. Landlord reserves the right to assign specific parking spaces, and to reserve parking spaces for visitors, small cars, handicapped persons and for other tenants, guests of tenants or other parties, which

1

assignment and reservation or spaces may be relocated as determined by Landlord from time to time, and Tenant and persons designated by Tenant hereunder shall not park in any location designated for such assigned or reserved parking spaces. Tenant acknowledges that the Parking Facility may be closed entirely or in part in order to make repairs or perform maintenance services, or to alter, modify, re-stripe or renovate the Parking Facility, or if required by casualty, strike, condemnation, act of God, governmental law or requirement or other reason beyond the operator’s reasonable control. In such event, Landlord shall refund any prepaid parking fee hereunder, prorated on a per diem basis.

5.

If Tenant shall default under this Parking Agreement, the operator shall have the right to remove from the Parking Facility any vehicles hereunder which shall have been involved or shall have been owned or driven by parties involved in causing such default, without liability therefor whatsoever. In addition, if Tenant shall default under this Parking Agreement, Landlord shall have the right to cancel this Parking Agreement on 10 days’ written notice, unless within such 10 day period, Tenant cures such default. if Tenant defaults with respect to the same term or condition under this Parking Agreement more than 3 times during any 12 month period, and Landlord notifies Tenant thereof promptly after each such default, the next default of such term or condition during the succeeding 12 month period, shall, at Landlord’s election, constitute an incurable default. Such cancellation right shall be cumulative and in addition to any other rights or remedies available to Landlord at law or equity, or provided under the Lease (all of which rights and remedies under the Lease are hereby incorporated herein, as though fully set forth). Any default by Tenant under the Lease shall be a default under this Parking Agreement, and any default under this Parking Agreement shall be a default under the Lease.

RULES

(i)	Landlord reserves the right to establish and change Parking Facility hours from time to time, although, as of the date of the Lease, Tenant shall have access to the Parking Facility on a 24-hour basis, 7 days a week, subject to the other terms of this Parking Agreement. Tenant shall not store or permit its employees to store any automobiles in the Parking Facility without the prior written consent of the operator. Except for emergency repairs, Tenant and its employees shall not perform any work on any automobiles while located in the Parking Facility, or on the Property. If it is necessary for Tenant or its employees to leave an automobile in the Parking Facility overnight, Tenant shall provide the operator with prior notice thereof designating the license plate number and model of such automobile.
(ii)	Cars must be parked entirely within the stall lines painted on the floor, and only small cars may be parked in areas reserved for small cars.
(iii)	All directional signs and arrows must be observed.
(iv)	The speed limit shall be 5 miles per hour.
(v)	Parking spaces reserved for handicapped persons must be used only by vehicles properly designated.
(vi)	Parking is prohibited in all areas not expressly designated for parking, including without limitation:

(a)	Areas not striped for parking
(b)	aisles
(c)	where “no parking” signs are posted
(d)	ramps
(e)	loading zones

(vii)

Parking stickers, key cards or any other devices or forms of identification or entry supplied by the operator shall remain the property of the operator. Such device must be displayed as requested and may not be mutilated in any manner. The serial number of the parking identification device may not be obliterated. Parking passes and devices are not transferable and any pass or device in the possession of an unauthorized holder will be void.

(viii)

Monthly fees shall be payable in advance prior to the first day of each month. Failure to do so will automatically cancel parking privileges and a charge at the

2

	prevailing daily parking rate will be due. No deductions or allowances from the monthly rate will be made for days on which the Parking Facility is not used by Tenant or its designees.
(ix)	Parking Facility managers or attendants are not authorized to make or allow any exceptions to these Rules.
(x)	Every parker is required to park and lock his/her own car.
(xi)	Loss or theft of parking pass, identification, key cards or other such devices must be reported to Landlord and to the Parking Facility manager immediately. Any parking devices reported lost or stolen found on any authorized car will be confiscated and the illegal holder will be subject to prosecution. Lost or stolen passes and devices found by Tenant or its employees must be reported to the office of the Parking Facility immediately.
(xii)	Washing, waxing, cleaning or servicing of any vehicle by the customer and/or his agents is prohibited. Parking spaces may be used only for parking automobiles.
(xiii)	Tenant agrees to acquaint all persons to whom Tenant assigns a parking space with these Rules.

6.	TENANT ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO TENANT OR TENANT’S PROPERTY (INCLUDING, WITHOUT LIMITATIONS, ANY LOSS OR DAMAGE TO TENANT’S AUTOMOBILE OR THE CONTENTS THEREOF DUE TO THEFT, VANDALISM OR ACCIDENT) ARISING FROM OR RELATED TO TENANTS USE OF THE PARKING FACILITY OR EXERCISE OF ANY RIGHTS UNDER THIS PARKING AGREEMENT, WHETHER OR NOT SUCH LOSS OR DAMAGE RESULTS FROM LANDLORD’S ACTIVE NEGLIGENCE OR NEGLIGENT OMISSION. THE LIMITATION ON LANDLORD’S LIABILITY UNDER THE PRECEDING SENTENCE SHALL NOT APPLY HOWEVER TO LOSS OR DAMAGE ARISING DIRECTLY FROM LANDLORD’S WILLFUL MISCONDUCT.
7	Without limiting the provisions of Paragraph 6 above, Tenant hereby voluntarily releases, discharges, waives and relinquishes any and all actions or causes of action for personal injury or property damage occurring to Tenant arising as a result of parking in the Parking Facility, or any activities incidental thereto, wherever or however the same may occur, and further agrees that Tenant will not prosecute any claim for personal injury or property damage against Landlord or any of its officers, agents, servants or employees for any said causes of action. It is the intention of Tenant by this instrument, to exempt and relieve Landlord from liability for personal injury or property damage caused by negligence.
8.	The provisions of Section 20 of the Lease are hereby incorporated by reference as if fully recited.

Tenant acknowledges that Tenant has read the provisions of this Parking Agreement, has been fully and completely advised of the potential dangers incidental to parking in the Parking Facility and is fully aware of the legal consequences of agreeing to this instrument.

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EXHIBIT H

ASBESTOS AND HAZARDOUS SUBSTANCE NOTIFICATION

          This Exhibit (the “Exhibit”) is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between EOP-700 NORTH BRAND, L.L.C., a Delaware limited liability company (“Landlord”) and MOBILE STORAGE GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 700 North Brand Boulevard, Glendale, California. Capitalized terms used but not defined herein shall have the meanings given in the Lease.

          Asbestos-containing materials (“ACMs”) were historically commonly used in the construction of commercial buildings across the country. ACMs were commonly used because of their beneficial qualities; ACMs are fire-resistant and provide good noise and temperature insulation.

          Some common types of ACMs include surfacing materials (such as spray-on fireproofing, stucco, plaster and textured paint), flooring materials (such as vinyl floor tile and vinyl floor sheeting) and their associated mastics, carpet mastic, thermal system insulation (such as pipe or duct wrap, boiler wrap and cooling tower insulation), roofing materials, drywall, drywall joint tape and drywall joint compound, acoustic ceiling tiles, transite board, base cove and associated mastic, caulking, window glazing and fire doors. These materials are not required under law to be removed from any building (except prior to demolition and certain renovation projects). Moreover, ACMs generally are not thought to present a threat to human health unless they cause a release of asbestos fibers into the air, which does not typically occur unless (1) the ACMs are in a deteriorated condition, or (2) the ACMs have been significantly disturbed (such as through abrasive cleaning, or maintenance or renovation activities).

          It is possible that some of the various types of ACMs noted above (or other types) are present at various locations in the Building. Anyone who finds any such materials in the Building should assume them to contain asbestos unless those materials are properly tested and found to be otherwise. In addition, under applicable Law, certain of these materials are required to be presumed to contain asbestos in the Building because the Building was built prior to 1981 (these materials are typically referred to as “Presumed Asbestos Containing Materials” or “PACM”). PACM consists of thermal system insulation and surfacing material found in buildings constructed prior to 1981, and asphalt or vinyl flooring installed prior to 1981. if any thermal system insulation, asphalt or vinyl flooring or surfacing materials are found to be present in the Building, such materials must be considered PACM unless properly tested and found otherwise. In addition, Landlord has identified the presence of certain ACMs in the Building. For information about the specific types and locations of these identified ACMs, please contact the Property Manager. The Property Manager maintains records of the Building’s asbestos information including any Building asbestos surveys, sampling and abatement reports. This information is maintained as part of Landlord’s asbestos Operations and Maintenance Plan (“O&M Plan”).

          The O&M Plan is designed to minimize the potential of any harmful asbestos exposure to any person in the Building. Because Landlord is not a physician, scientist or industrial hygienist, Landlord has no special knowledge of the health impact of exposure to asbestos. Therefore, Landlord hired an independent environmental consulting firm to prepare the Building’s O&M Plan. The O&M Plan includes a schedule of actions to be taken in order to (1) maintain any building ACMs in good condition, and (2) to prevent any significant disturbance of such ACMs. Appropriate Landlord personnel receive regular periodic training on how to properly administer the O&M Plan.

          The O&M Plan describes the risks associated with asbestos exposure and how to prevent such exposure. The O&M Plan describes those risks, in general, as follows: asbestos is not a significant health concern unless asbestos fibers are released and inhaled. If inhaled, asbestos fibers can accumulate in the lungs and, as exposure increases, the risk of disease (such as asbestosis and cancer) increases. However, measures to minimize exposure and consequently minimize the accumulation of fibers, reduce the risk of adverse health effects.

          The O&M Plan also describes a number of activities which should be avoided in order to prevent a release of asbestos fibers. In particular, some of the activities which may present a health risk (because those activities may cause an airborne release of asbestos fibers) include moving, drilling, boring or otherwise disturbing ACMs. Consequently, such activities should not be attempted by any person not qualified to handle ACMs. In other words, the approval of Building management must be obtained prior to engaging in any such activities. Please

1

contact the Property Manager for more information in this regard. A copy of the written O&M Plan for the Building is located in the Building Management Office and, upon your request, will be made available to tenants for you to review and copy during Building Service Hours.

          Because of the presence of ACM in the Building, Landlord is also providing the following warning, which is commonly known as a California Proposition 65 warning:

WARNING: This Building contains asbestos, a chemical known to the State of California to cause cancer.

          In addition, pursuant to Section 25359.7 of the California Health and Safety Code, Landlord hereby notifies Tenant as follows: An area of regional groundwater contamination is thought to extend beneath the Building. This area, known as San Fernando Valley Area 2, includes approximately 6,680 acres of groundwater contaminated with chloroform, tetrachloroethylene and trichoroethylene. Landlord understands that responsible parties have been identified and are conducting long-term groundwater remediation. To Landlord’s knowledge, there is no indication that this contamination originated at the Property or that the groundwater contamination presents any significant risk of harm to tenants of the Premises.

          Please contact the Property Manager with any questions regarding the contents of this Exhibit.

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EX-10.6

Exhibit 10.6

Execution Copy

MSG WC HOLDINGS CORP.

2006 STOCK OPTION PLAN

          1. Purpose.

                    This plan shall be known as the MSG WC Holdings Corp. Stock Option Plan (the “Plan”). The purpose of the Plan shall be to promote the long-term growth and profitability of MSG WC Holdings Corp. (the “Company”) and its Subsidiaries by (i) providing certain directors, officers and employees of, and certain other individuals who perform services for, or to whom an offer of employment or a directorship has been extended by, the Company and its Subsidiaries with incentives to maximize stockholder value and otherwise contribute to the success of the Company and (ii) enabling the Company to attract, retain and reward the best available persons for positions of responsibility. The Plan is a compensatory benefit plan within the meaning of Rule 701 under the Securities Act of 1933, as amended (the “Securities Act”), and unless and until the Common Stock (as defined below) is publicly traded, the issuance of incentive or non-qualified stock options for shares of Common Stock pursuant to the Plan and the issuance of shares of Common Stock pursuant to such incentive or non-qualified stock options are both intended to qualify for the exemption from registration under the Securities Act provided by Rule 701. Grants of incentive or non-qualified stock options (“Grants”) may be made under the Plan (such individuals to whom Grants are made being sometimes herein called “optionees” or “grantees,” as the case may be). This Plan supercedes any prior plans, and any Grant hereunder supercedes any prior written agreement pursuant to which such Grant is made, except with respect to any “Assumed Options” as defined in those certain Option Assumption Agreements, dated as of August 1, 2006, by and among the Company and the signatories thereto. This Plan will become effective upon approval thereof by the affirmative vote of holders of not less than 50.1% of the Company’s Common Stock then outstanding.

          2. Definitions.

                    (a) “Award Agreement” means any written agreement between the Company and any person pursuant to which the Company makes any Grant under the Plan.

                    (b) “Board of Directors” means the board of directors of the Company.

                    (c) “Cause” used in connection with the termination of employment of an eligible participant means, unless otherwise defined in any Award Agreement or in any employment agreement between a grantee and the Company or any of its Subsidiaries (in which case the definition set forth in such agreement shall govern), a termination due to a finding by the Board of Directors in good faith that such eligible participant has (i) committed a felony or a crime involving moral turpitude, (ii) committed any other act or omission involving dishonesty or fraud (A) with respect to the Company or its subsidiaries or (B) adversely affecting the reputation or standing of the Company or its subsidiaries, (iii) engaged in gross negligence or willful misconduct with respect to the Company or its subsidiaries or (iv) in any manner, breached Company policy established by the

Board of Directors, which breach, if curable, is not cured within 15 days after written notice thereof to such eligible participant.

                    (d) “Change of Control” means, unless otherwise defined in any Award Agreement:

                              (i) an indirect or direct acquisition of “beneficial interest” by a “person” or “group” (as such terms are defined in Rule 13d-3 under the Exchange Act and any successor thereto) of voting equity interests of the Company, representing more than 50% of the voting power of all outstanding voting equity interests, together with (x) the loss by WCAS X and its affiliates together of the right to elect a majority of the Board of Directors or (y) if WCAS X and its affiliates together have the right described above, the failure of WCAS X and its affiliates to exercise the right to elect a majority of the Board of Directors (a “Board Change”);

                              (ii) a merger or consolidation of the Company, whereby stockholders immediately prior thereto do not, immediately after, own, directly or indirectly, more than 50% of the combined voting power of the Company, together with a Board Change;

                              (iii) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company;

                              (iv) the sale, transfer or other disposition of all of the assets of Company (for this purpose, a sale of more than 75% of the assets of the Company based on value shall be deemed a sale of all of the assets of the Company); or

                              (v) the occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither (A) nominated by the Board of Directors, (B) appointed by directors so nominated, or (C) approved by WCAS X, or Persons that directly, or indirectly through one or more intermediaries, control, are controlled by or are under common control with WCAS X.

                              For the avoidance of doubt, an initial public offering or other public offerings of securities of the Company will not constitute a Change of Control hereunder.

                    (e) “Closing” means the closing of the Merger and the other transactions in connection therewith.

                    (f) “Code” means the United States Internal Revenue Code of 1986, as amended.

                    (g) “Committee” means the Compensation Committee of the Board of Directors.

                    (h) “Common Stock” means the common stock, par value $.01 per share, of the Company, and any other shares into which such stock may be changed or exchanged by reason of a recapitalization, reorganization, merger, consolidation or any other change in or affecting the corporate structure or capital stock of the Company.

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                    (i) “Disability” means, unless otherwise defined in any Award Agreement or in any employment agreement between a grantee and the Company or any of its Subsidiaries (in which case the definition set forth in such agreement shall govern), the inability of an eligible participant to substantially render to the Company the services required by the Company for more than 60 days out of any consecutive 120-day period because of mental or physical illness or incapacity, as determined in good faith by the Board of Directors. The date of such Disability shall be on the last day of such 60-day period. Disability shall also mean the development of any illness that is likely to result in either death or Disability, as determined in good faith by the Board of Directors.

                    (j) “EBITDA” has the meaning given to such term in any Award Agreement.

                    (k) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

                    (l) “Fair Market Value” of a share of Common Stock means, unless otherwise provided in an Award Agreement, as of the date in question, the average of the officially-quoted closing selling prices of the Common Stock (or if no selling prices are quoted, the bid price) on the principal securities exchange or market on which the Common Stock is then listed for trading (the “Market”) for the 30 trading days immediately prior to the date in question or, if the Common Stock is not then listed or quoted in the Market, the Fair Market Value shall be the fair value of the Common Stock determined in good faith by the Board of Directors using any reasonable method; provided, however, that when shares received upon exercise of an option are immediately sold in the open market, the net sale price received may be used to determine the Fair Market Value of any shares used to pay the exercise price or applicable withholding taxes and to compute the withholding taxes.

                    (m) “Incentive Stock Option” means an option conforming to the requirements of Section 422 of the Code and/or any successor thereto.

                    (n) “Merger” means the merger of MSG WC Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company (the “Merger Sub”), into Mobile Services Group, Inc., a Delaware corporation (“MSG”), according to the terms of the Agreement and Plan of Merger, dated as of May 24, 2006 and amended as of June 9, 2006, by and among the Company, the Merger Sub, MSG and Windward Capital Management, LLC, a Delaware limited liability company.

                    (o) “Non-Employee Director” has the meaning given to such term in Rule 16b-3 under the Exchange Act and/or any successor thereto.

                    (p) “Non-qualified Stock Option” means any stock option other than an Incentive Stock Option and other than Assumed Options.

                    (q) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or

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indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

                    (r) “Retirement” means retirement at age 65 or termination of one’s employment on retirement with the approval of the Committee.

                    (s) “Subsidiary” means a corporation or other entity of which outstanding shares or ownership interests representing 50% or more of the combined voting power of such corporation or other entity entitled to elect the management thereof, or such lesser percentage as may be approved by the Committee, are owned directly or indirectly by the Company.

                    (t) “WCAS X” means Welsh, Carson, Anderson & Stowe X, L.P.

          3. Administration.

                    The Plan shall be administered by the Committee; provided that the Board of Directors may, in its discretion, at any time and from time to time, resolve to administer the Plan, in which case the term “Committee” shall be deemed to mean the Board of Directors for all purposes herein. Subject to the provisions of the Plan, the Committee shall be authorized to (i) select persons to participate in the Plan, (ii) determine the form and substance of Grants made under the Plan to each participant, and the conditions and restrictions, if any, subject to which such Grants will be made, (iii) certify that the conditions and restrictions applicable to any Grant have been met, (iv) modify the terms of Grants made under the Plan in accordance with the provisions of Sections 13 and 14 hereof, (v) interpret the Plan and Grants made thereunder, (vi) make any adjustments necessary or desirable in connection with Grants made under the Plan to eligible participants located outside the United States and (vii) adopt, amend, or rescind such rules and regulations, and make such other determinations, for carrying out the Plan as it may deem appropriate. Decisions of the Committee on all matters relating to the Plan shall be in the Committee’s sole discretion and shall be conclusive and binding on all parties. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with applicable federal and state laws and rules and regulations promulgated pursuant thereto. No member of the Committee and no officer of the Company shall be liable for any action taken or omitted to be taken by such member, by any other member of the Committee or by any officer of the Company in connection with the performance of duties under the Plan, except for such person’s own willful misconduct or as expressly provided by statute.

                    The Company agrees to indemnify, to the extent permitted by law, each member of the Committee and any officer of the Company against all losses, claims, actions, damages, liabilities and expenses caused by any action taken on behalf of the Company or omitted to be taken in accordance with any duties or responsibilities hereunder except where such loss, claim, action, damage, liability or expense (i) arises from such person’s willful misconduct or (ii) is expressly provided for by statute. In connection with any action, suit, proceeding or similar matter, the Company shall advance to any Committee member or officer referenced above cost and expenses incurred in connection with such matter upon receipt of an undertaking from such person in form reasonable acceptable to the Board of Directors to repay any amounts so advanced if it is ultimately determined that such person was not settled to indemnification under this Section 3.

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                    The expenses of the Plan shall be borne by the Company. The Company shall not be required to establish any special or separate fund or make any other segregation of assets to assume the obligations pursuant to any Grant made under the Plan, and rights to any payment in connection with such Grants shall be no greater than the rights of the Company’s general creditors.

          4. Shares Available for the Plan.

                    Subject to adjustments as provided in Section 12, an aggregate of 22,000 shares of Common Stock (the “Shares”) may be issued pursuant to the Plan. Such Shares may be in whole or in part authorized and unissued or held by the Company as treasury shares. If any Grant under the Plan expires or terminates unexercised, becomes unexercisable or is forfeited as to any Shares, or is tendered or withheld as to any Shares in payment of the exercise price of the Grant or taxes payable with respect to the Grant or the vesting or exercise thereof, then such unpurchased, forfeited, tendered or withheld Shares may thereafter be available for further Grants under the Plan as the Committee shall determine.

                    Without limiting the generality of the foregoing provisions of this Section 4 or the generality of the provisions of Sections 3, 6 or 14 or any other section of this Plan, the Committee may, at any time or from time to time, and on such terms and conditions (that are consistent with and not in contravention of the other provisions of this Plan) as the Committee may, in its sole discretion, determine, enter into agreements (or take other actions with respect to the Grants) for new Grants containing terms (including exercise prices) more (or less) favorable than the outstanding Grants.

          5. Participation.

                    Participation in the Plan shall be limited to those directors (including Non-Employee Directors), officers and employees of, and other individuals performing services for, or to whom an offer of employment has been extended by, the Company and its Subsidiaries selected by the Committee (including participants located outside the United States). Nothing in the Plan or in any Grant thereunder shall confer any right on a participant to continue in the employ as a director or officer of, or in any other capacity or in the performance of services for, the Company or shall interfere in any way with the right of the Company to terminate the employment or performance of services or to reduce the compensation or responsibilities of a participant at any time. By accepting any Grant under the Plan, each participant and each person claiming under or through him or her shall be conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, any action taken under the Plan by the Company, the Board of Directors or the Committee.

                    Incentive Stock Options or Non-qualified Stock Options may be granted to such grantees and for such number of Shares as the Committee shall determine. Determinations made by the Committee under the Plan need not be uniform and may be made selectively among eligible individuals under the Plan, whether or not such individuals are similarly situated. A Grant of any type made hereunder in any one year to an eligible participant shall neither guarantee nor preclude a further Grant of that or any other type to such participant in that year or subsequent years.

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          6. Incentive and Non-qualified Options.

                    The Committee may from time to time grant to eligible participants Incentive Stock Options, Non-qualified Stock Options, or any combination thereof; provided that the Committee may grant Incentive Stock Options only to eligible employees of the Company or its subsidiaries (as defined for this purpose in Section 424(f) of the Code or any successor thereto). The options granted shall take such form as the Committee shall determine, subject to the following terms and conditions.

                    It is the Company’s intent that Non-qualified Stock Options granted under the Plan not be classified as Incentive Stock Options, that Incentive Stock Options be consistent with and contain or be deemed to contain all provisions required under Section 422 of the Code or any successor thereto, that neither any Non-qualified Stock Option nor any Incentive Stock Option be treated as a payment of deferred compensation for the purposes of Section 409A of the Code and any successor thereto, and that any ambiguities in construction be interpreted in order to effectuate such intent. If an Incentive Stock Option granted under the Plan does not qualify as such for any reason, then to the extent of such non-qualification, the stock option represented thereby shall be regarded as a Non-qualified Stock Option duly granted under the Plan, provided that such stock option otherwise meets the Plan’s requirements for Non-qualified Stock Options.

                    (a) Price. Except with respect to Assumed Options, the price per Share deliverable upon the exercise of each option (“Exercise Price”) shall not be less than 100% of the Fair Market Value of a share of Common Stock as of the date of Grant of the option, and in the case of the Grant of any Incentive Stock Option to an employee who, at the time of the Grant, owns more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, the Exercise Price may not be less than 110% of the Fair Market Value of a share of Common Stock as of the date of Grant of the option, unless otherwise permitted by Section 422 of the Code or any successor thereto. The exercise price for Non-qualified Stock Options issued at the time of or in connection with the Closing will be $1,255.59. The exercise price for non-qualified stock options not described in the previous sentence will be determined by the Committee; provided, however, that to the extent required at the time of grant by California “Blue Sky” law and to the extent such California “Blue Sky” law is applicable to such participant or Option, the exercise price shall not be less than 85% of the Fair Market Value of the Common Stock on such date and in no event be less than the par value of the Common Stock. Notwithstanding the foregoing, if a participant owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company or of any Subsidiary and an option is granted to such Participant, the exercise price of such option, to the extent required at the time of grant by California “Blue Sky” law with respect to any option, shall be no less than 110% of the Fair Market Value of the Common Stock on the date such option is granted.

                    (b) Payment. Options may be exercised, in whole or in part, upon payment of the Exercise Price of the Shares to be acquired. Unless otherwise determined by the Committee, payment shall be made (i) in cash (including check, bank draft, money order or wire transfer of immediately available funds), (ii) by delivery of outstanding shares of Common Stock with a Fair Market Value on the date of exercise equal to the aggregate Exercise Price payable with respect to the options’ exercise, (iii) if the shares are then publicly traded, by simultaneous sale through a

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broker reasonably acceptable to the Committee of Shares acquired on exercise, as permitted under Regulation T of the Federal Reserve Board of Directors, (iv) by authorizing the Company to withhold from issuance a number of Shares issuable upon exercise of the options which, when multiplied by the Fair Market Value of a share of Common Stock on the date of exercise, is equal to the aggregate Exercise Price payable with respect to the options so exercised or (v) by any combination of the foregoing.

                    In the event a grantee elects to pay the Exercise Price payable with respect to an option pursuant to clause (ii) above, (A) only a whole number of share(s) of Common Stock (and not fractional shares of Common Stock) may be tendered in payment and (B) Common Stock must be delivered to the Company. Delivery for this purpose may, at the election of the grantee, be made either by (A) physical delivery of the certificate(s) for all such shares of Common Stock tendered in payment of the price, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the grantee’s broker to transfer, by book entry, such shares of Common Stock from a brokerage account of the grantee to a brokerage account specified by the Company. When payment of the Exercise Price is made by delivery of Common Stock, the difference, if any, between the aggregate Exercise Price payable with respect to the option being exercised and the Fair Market Value of the shares of Common Stock tendered in payment (plus any applicable taxes) shall be paid in cash. No grantee may tender shares of Common Stock having a Fair Market Value exceeding the aggregate Exercise Price payable with respect to the option being exercised (plus any applicable taxes).

                    In the event a grantee elects to pay the Exercise Price payable with respect to an option pursuant to clause (iv) of the first paragraph of this Section 6(b), only a whole number of Shares (and not fractional Shares) may be withheld in payment. When payment of the Exercise Price is made by withholding of Shares, the difference, if any, between the aggregate Exercise Price payable with respect to the option being exercised and the Fair Market Value of the Shares withheld in payment (plus any applicable taxes) shall be paid in cash. No grantee may authorize the withholding of Shares having a Fair Market Value exceeding the aggregate Exercise Price payable with respect to the option being exercised (plus any applicable taxes). Any withheld Shares shall no longer be issuable under this Plan.

                    (c) Terms of Options; Vesting. The term during which each option may be exercised shall be determined by the Committee, and except as otherwise provided herein, no option shall be exercisable in whole or in part more than ten years from the date it is granted, and no Incentive Stock Option granted to an employee who at the time of the Grant owns more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries shall be exercisable more than five years from the date it is granted. All rights to purchase Shares pursuant to an option shall, unless sooner terminated, expire at the date designated by the Committee. The Committee shall determine the date on which each option shall become exercisable and may provide that an option shall become exercisable in installments; provided, however, that, to the extent required at the time of grant by California “Blue Sky” law and to the extent such California “Blue Sky” law is applicable to such participant or option, options granted to individuals other than officers, directors, managers or consultants of the Company shall be exercisable at the rate of at least 20% per year over the first five years from the date of grant. The Shares constituting each installment may be purchased in whole or in part at any time after such installment becomes

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exercisable, subject to such minimum exercise requirements as may be designated by the Committee. The optionee shall have no rights as a stockholder with respect to any Shares that may be acquired pursuant to an outstanding option (including, without limitation, any dividend or voting rights) until such time, and with respect to acquired shares only, as such option is exercised and shares are delivered with respect to such exercise.

                     (d) Limitations on Grants. If required by the Code, the aggregate Fair Market Value (determined as of the Grant date) of Shares for which an Incentive Stock Option is exercisable for the first time during any calendar year under all equity incentive plans of the Company and its Subsidiaries (as defined in Section 422 of the Code or any successor thereto) may not exceed $100,000.

                    (e) Termination; Forfeiture.

                              (i) Death or Disability. Unless otherwise provided in any Award Agreement, if a participant ceases to be a director, officer or employee of, or to perform other services for, the Company and any Subsidiary due to death or Disability, (A) all of the participant’s options that were exercisable on the date of death or Disability shall remain exercisable for, and shall otherwise terminate at the end of, the period of 180 days commencing on the date of death or Disability, but in no event after the expiration date of the options and (B) all of the participant’s options that were not exercisable on the date of death or Disability shall be forfeited immediately upon such death or Disability; provided, however, that the Committee may determine to additionally vest such options, in whole or in part, in its discretion. Notwithstanding the foregoing, if the Disability giving rise to the termination of employment is not within the meaning of Section 22(e)(3) of the Code or any successor thereto, Incentive Stock Options not exercised by such participant within 90 days after the date of termination of employment will cease to qualify as Incentive Stock Options and will be treated as Non-qualified Stock Options under the Plan if required to be so treated under the Code.

                              (ii) Retirement. Unless otherwise provided in any Award Agreement, if a participant ceases to be a director, officer or employee of, or to perform other services for, the Company and any Subsidiary upon the occurrence of his or her Retirement, (A) all of the participant’s options that were exercisable on the date of Retirement shall remain exercisable for, and shall otherwise terminate at the end of, the period of 90 days commencing on the date of Retirement, but in no event after the expiration date of the options, and (B) all of the participant’s options that were not exercisable on the date of Retirement shall be forfeited immediately upon such Retirement; provided, however, that the Committee may determine to additionally vest such options, in whole or in part, in its discretion.

                              (iii) Discharge for Cause. Unless otherwise provided in any Award Agreement, if a participant ceases to be a director, officer or employee of, or to perform other services for, the Company or a Subsidiary due to Cause, or if a grantee does not become a director, officer or employee of, or does not begin performing other services for, the Company or a Subsidiary for any reason, all of the participant’s or grantee’s options shall expire and be forfeited immediately upon such cessation or non-commencement, whether or not then exercisable.

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                              (iv) Other Termination. Unless otherwise provided in any Award Agreement, if a participant ceases to be a director, officer or employee of, or to otherwise perform services for, the Company or a Subsidiary for any reason other than death, Disability, Retirement or Cause, (A) all of the participant’s options that were exercisable on the date of such cessation shall remain exercisable for, add shall otherwise terminate at the end of, the period of 30 days commencing on the date of such cessation, but in no event after the expiration date of the options and (B) all of the participant’s options that were not exercisable on the date of such cessation shall be forfeited immediately upon such cessation.

                              (v) Change of Control. If there is a Change of Control of the Company or similar event and a participant’s Award Agreement does not provide for treatment of such participant’s options upon such an event, the Committee may, in its discretion, provide for the vesting of a participant’s options on such terms and conditions as it deems appropriate. If there is a Change of Control or similar event and the Committee does not provide for (i) the vesting of a participant’s options on the same terms and conditions as if a “Sale of the Company” (as such term may be defined in an Award Agreement) was occurring or (ii) assumption of the participant’s options by the Company following the Change of Control or similar event, then options not yet vested at that point shall terminate immediately prior to such Change of Control or similar event; provided that if a participant’s Award Agreement provides for the acceleration of the vesting of his or her options upon a Sale of the Company (including any conditions to such accelerating) and such Change of Control does not constitute a Sale of the Company, then the Company may cancel such participant’s unvested options only if the Company has agreed to accelerate the vesting of such options to the extent that they would have vested had such a Change of Control constituted a Sale of the Company (giving effect to any conditions applicable to vesting upon a Sale of the Company) and a participant has been given a reasonable period of time to exercise such prior to such cancellation. In the event of any merger, consolidation or other reorganization in which the Company is not the surviving or continuing corporation or any transaction in which a Change of Control is to occur, all of the Company’s obligations regarding options that were granted hereunder and that are outstanding and vested on the date of such event (taking into consideration any acceleration of vesting in connection with such transaction) shall, on such terms as may be approved by the Committee prior to such event, be (a) assumed by the surviving or continuing corporation; or (b) canceled in exchange for cash, securities of the acquiror or other property.

                              Notwithstanding the foregoing, in connection with any transaction described in the last sentence of the preceding paragraph, the Committee may, in its discretion, (i) cancel any or all outstanding options under the Plan in consideration for payment to the holders thereof of an amount equal to the portion of the consideration that would have been payable to such holders pursuant to such transaction if their vested options (taking into consideration any acceleration of vesting in connection with such transaction) had been fully exercised immediately prior to such transaction, less the aggregate Exercise Price that would have been payable therefor, or (ii) if the amount that would have been payable to the option holders pursuant to such transaction if their vested options had been fully exercised immediately prior thereto would be equal to or less than the aggregate Exercise Price that would have been payable therefor, cancel any or all such options for no consideration or payment of any kind. Payment of any amount payable pursuant to the preceding sentence may be made in cash or, in the event that the consideration to be received in such

9

transaction includes securities or other property, in cash and/or securities or other property in the Committee’s discretion.

          7. Withholding Taxes.

                    The Company may require, as a condition to any Grant or exercise under the Plan or to the delivery of certificates for Shares issued hereunder, that the grantee make provision for the payment to the Company, pursuant to this Section 7, of United States federal, state or local or non-United States taxes of any kind required by law to be withheld with respect to any Grant or delivery of Shares. The Company, to the extent permitted or required by law, shall have the right to deduct from any payment of any kind (including salary or bonus) otherwise due to a grantee, an amount equal to any United States federal, state or local or non-United States taxes of any kind required by law to be withheld with respect to any grant or delivery of Shares under the Plan.

          8. Written Agreement.

                    Each employee to whom a Grant is made under the Plan shall enter into an Award Agreement with the Company that shall contain such provisions consistent with the provisions of the Plan, as may be approved by the Committee.

          9. Transferability.

                    Unless the Committee determines otherwise, no option granted under the Plan shall be transferable by a participant other than by will or the laws of descent and distribution. Unless the Committee determines otherwise, an option may be exercised only by the optionee or grantee thereof; by his or her executor or administrator, the executor or administrator of the estate of any of the foregoing, or any person to whom the option is transferred by will or the laws of descent and distribution; or by his or her guardian or legal representative; or the guardian or legal representative of any of the foregoing; provided that Incentive Stock Options may be exercised by any guardian or legal representative only if permitted by the Code and any regulations thereunder. All provisions of this Plan and any Award Agreement referred to in Section 8 shall in any event continue to apply to any option granted under the Plan and transferred as permitted by this Section 9, and any transferee of any such option shall be bound by all provisions of this Plan and any agreement referred to in Section 8 as and to the same extent as the applicable original grantee.

          10. Listing, Registration and Qualification.

                    (a) If the Committee determines that the listing, registration or qualification upon any securities exchange or under any law of Shares subject to any option is necessary or desirable as a condition of, or in connection with, the granting of same or the issue or purchase of Shares thereunder, no such option may be exercised in whole or in part, and no Shares may be issued, unless such listing, registration or qualification is effected free of any conditions not acceptable to the Committee.

                    (b) To the extent applicable, pursuant to the provisions of Section 260.140.46 of Title 10 of the California Code of Regulations, the Company shall provide to each participant and to each individual who acquires Common Slock pursuant to the Plan, not less frequently than annually

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during the period such participant or purchaser has one or more awards granted under the Plan outstanding, and, in the case of an individual who acquires Common Stock pursuant to the Plan, during the period such individual owns such Common Stock, copies of the Company’s annual financial statements. The Company shall not be required to provide such statements to key employees of the Company whose duties in connection with the Company assure their access to equivalent information. To the extent applicable, the provisions of Sections 260.140.41, 260.140.42 and 260.140.45 of Title 10 of the California Code of Regulations are incorporated herein by reference.

          11. Transfer of Employee.

                    The transfer of an employee from the Company to a Subsidiary, from a Subsidiary to the Company, or from one Subsidiary to another shall not be considered a termination of employment; nor shall it be considered a termination of employment if an employee is placed on military or sick leave or such other leave of absence which is considered by the Committee as continuing intact the employment relationship.

          12. Adjustments.

                    In the event of a reorganization, recapitalization, stock split, stock dividend, special cash dividend, combination of shares, merger, consolidation, distribution of assets, spin-off or other extraordinary distribution, or any other change in the corporate structure or shares of the Company, the Committee shall make an equitable and proportionate adjustment, if any, as it deems appropriate in the number and kind of Shares or other property available for issuance under the Plan (including, without limitation, the total number of Shares available for issuance under the Plan pursuant to Section 4), in the number and kind of options, Shares or other property covered by Grants previously made under the Plan, and in the Exercise Price of outstanding options. In the event that the Company acquires the business or assets of another Person (whether through purchase of equity securities or assets, or through merger, consolidation or otherwise) the Board of Directors or the Committee may, as applicable, make such adjustments as it finds necessary in its good faith determination to the EBITDA target with respect to any fiscal year (the “Target EBITDA”), as such Target EBITDA is set forth on a schedule to any Award Agreement, in order to reflect the expected impact of such acquisition on the Company’s EBITDA. Any such adjustment shall be final, conclusive and binding for all purposes of the Plan.

          13. Amendment and Termination of the Plan.

                    Except as otherwise provided in an Award Agreement, the Board of Directors, without approval of the stockholders or any optionholder, may amend or terminate the Plan, except that no amendment shall become effective without prior approval of the stockholders of the Company if stockholder approval would be required by applicable law or regulations, including if required for continued compliance with the performance-based compensation exception of Section 162(m) of the Code or any successor thereto, under the provisions of Section 409A of the Code or any successor thereto, under the provisions of Section 422 of the Code or any successor thereto, or by any listing requirement of the principal stock exchange on which the Common Stock is then listed.

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          14. Amendment or Substitution of Grants under the Plan.

                    Except as otherwise provided in an Award Agreement, the terms of any outstanding Grant under the Plan may be amended from time to time by the Committee in its discretion in any manner that it deems appropriate, including, but not limited to, acceleration of the date of exercise of any Grant and/or payments thereunder or of the date of lapse of restrictions on Shares (but, in the case of a Grant that is or would be treated as “deferred compensation” for purposes of Section 409A of the Code, only to the extent permitted by guidance issued under Section 409A of the Code); provided that, except as otherwise provided in Sections 12 or 13 or in an Award Agreement, no such amendment shall adversely affect in a material manner any right of a participant under the Grant without his or her written consent, and further provided that the Committee shall not reduce the Exercise Price of any options awarded under the Plan. The Committee may, in its discretion, permit holders of Grants under the Plan to surrender outstanding Grants in order to exercise or realize rights under other Grants, or in exchange for new Grants, or require holders of Grants to surrender outstanding Grants as a condition precedent to the receipt of new Grants under the Plan, but only if such surrender, exercise, realization, exchange or Grant (a) is not treated as a payment of, and does not cause a Grant to be treated as, deferred compensation for the purposes of Section 409A of the Code or (b) is permitted under guidance issued pursuant to Section 409 A of the Code.

          15. Termination Date.

                    Unless previously terminated upon the adoption of a resolution of the Board of Directors terminating the Plan, the Plan shall terminate at the close of business on August 1, 2016. Subject to the provisions of an Award Agreement, which may be more restrictive, no termination of the Plan shall materially and adversely affect any of the rights or obligations of any person, without his or her written consent, under any Grant of options or other incentives theretofore granted under the Plan.

          16. Severability.

                    Whenever possible, each provision of the Plan shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Plan is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of the Plan.

          17. Governing Law.

                    The Plan shall be governed by the corporate laws of the State of Delaware, without giving effect to any choice of law provisions that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

          18. Compliance Amendments.

                    Except as otherwise provided in an Award Agreement, notwithstanding any of the foregoing provisions of the Plan, and in addition to the powers of amendment set forth in Sections 13 and 14 hereof, the provisions hereof and the provisions of any award made hereunder may be amended unilaterally by the Company from time to time to the extent necessary (and only to the

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extent necessary) to prevent the implementation, application or existence (as the case may be) of any such provision from (i) requiring the inclusion of any compensation deferred pursuant to the provisions of the Plan (or an award thereunder) in a participant’s gross income pursuant to Section 409A of the Code, and the regulations issued thereunder from time to time and/or (ii) inadvertently causing any award hereunder to be treated as providing for the deferral of compensation pursuant to such Code section and regulations.

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EX-10.7

Exhibit 10.7

2006 STOCK INCENTIVE PLAN

                    Section 1. Purpose of Plan.

                    The name of this plan is the 2006 Stock Incentive Plan (the “Plan”). The Plan was adopted by the Board (as hereinafter defined) on August 1, 2006. The Plan is being adopted in connection with the assumption by MSG WC Holdings Corp., a Delaware corporation (the “Company”) of that certain 2005 Stock Incentive Plan (the “Prior Stock Incentive Plan”) of Mobile Services Group, Inc., a Delaware corporation. Each Option issued and outstanding under the Prior Stock Incentive Plan as of the date of this Plan is hereby assumed by this Plan.

                    The purpose of the Plan is to enable the Company and its Subsidiaries (as hereinafter defined) to attract, retain and reward employees, directors, advisors and consultants and to strengthen the existing mutuality of interests between such persons and the Company’s stockholders. To accomplish the foregoing, the Plan provides that the Company may grant Awards (as hereinafter defined). From and after the consummation of a Public Offering (as hereinafter defined), the Board may determine that the Plan is intended, to the extent applicable, to satisfy the requirements of section 162(m) of the Code (as hereinafter defined) and grants of Awards under the Plan are intended, to the extent applicable, to be exempt under Rule 16b-3 under the Exchange Act and shall be interpreted in a manner consistent with the requirements thereof.

                    Section 2. Definitions.

                    For purposes of the Plan, the following terms shall be defined as set forth below:

                    (a) “Award” means an Option, a Restricted Stock Award, a Performance Share, a Performance Unit, or any or all of them.

                    (b) “Award Agreement” means a written agreement in such form as may from time to time be hereafter approved by the Committee, which Award Agreement shall set forth the terms and conditions of an Award under the Plan, and be duly executed by the Company and the Eligible Recipient.

                    (c) “Beneficial Owner” has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. “Beneficially Owned” has a correlative meaning.

                    (d) “Board” means the board of directors of the Company.

                    (e) “Cause” means, unless otherwise provided in an Award Agreement, (1) the failure by the Participant to substantially perform his or her duties and obligations to the Company as the same may, from time to time, be assigned to the Participant, including, without limitation, repeated refusal to follow the reasonable directions of the employer or supervisor, knowing violation of law in the course of performance of the duties of Participant’s employment or service with the Company or repeated or excessive absences from work without a reasonable excuse; (2) fraud or material dishonesty by the Participant against the Company; (3) the commission of acts by the Participant constituting, the indictment or conviction of the Participant, or plea of guilty or nolo contendere by the Participant for, the commission of a

felony or a crime involving material dishonesty, (4) the violation or failure by the Participant to comply in any material respect with the Company’s published rules, regulations or policies, as currently in effect or as may be adopted from time to time by the Company or any subsidiary of the Company, (5) the commission by the Participant of an act or acts of dishonesty that resulted directly or indirectly in gain or personal enrichment to the Participant at the expense of the Company or any subsidiaries of the Company, (6) breach by the Participant of an employment, consulting or other agreement between the Participant and the Company or any of its subsidiaries, (7) the conviction of the Participant of any felony offense or a misdemeanor offense involving fraud, theft or dishonesty at any time or (8) any act or omission by the Participant that, in the sole discretion of the Committee, is harmful or injurious to the Company. Determinations of Cause shall be made by the Committee in its sole discretion.

                    (f) “Change in Capitalization” means any increase, reduction, or change or exchange of Shares for a different number or kind of shares or other securities or property (including cash) by reason of a reclassification, recapitalization, merger, consolidation, reorganization, issuance of warrants or rights, stock dividend, stock split or reverse stock split, combination or exchange of shares, repurchase of shares, change in corporate structure or otherwise; or any other corporate action, such as declaration of a special dividend, that affects the capitalization of the Company.

                    (g) “Change in Control” means the first to occur of any one of the events set forth in the following paragraphs; provided, however, that a Public Offering shall not constitute a Change in Control:

(i) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”) other than (A) a sale, lease, exchange or other transfer which results in the directors of the Company immediately prior to such sale, lease, exchange or other transfer constituting at least a majority of the board or directors of the Person or Group acquiring such assets or any parent thereof or (B) a sale, lease, exchange or other transfer effected to implement a recapitalization of the Company (or similar transaction) in which no Person or Group (other than Welsh, Carson, Anderson & Stowe X, L.P., a Delaware limited partnership, and its permitted transferees, collectively “WCAS”) is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person or Group any securities acquired directly from the Company or any of it Subsidiaries) representing more than 30% or more of the combined voting power of the Company’s then outstanding securities; or

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(ii)	the approval by the stockholders of the Company and the consummation of any plan or proposal for the liquidation or dissolution of the Company; or
(iii)	(A) any Person or Group (other than WCAS) is or becomes (other than pursuant to clause (A) of paragraph (vi) below) the Beneficial Owner, directly or indirectly, of shares representing more than 30% of the aggregate voting power of the issued and outstanding stock entitled to vote in the election of directors (“Voting Stock”) of the Company and such Person or Group has the power and authority to vote such shares; or
(iv)	WCAS is or becomes the Beneficial Owner, directly or indirectly, of shares representing less than 30% of the aggregate voting power of the issued and outstanding Voting Stock of the Company, WCAS has the power and authority to vote such shares and a Person other than WCAS is or becomes the Beneficial Owner, directly or indirectly, of shares representing 30% or more of the aggregate voting power of the issued and outstanding Voting Stock of the Company; or
(v)	provided that WCAS is or becomes the Beneficial Owner, directly or indirectly, of shares representing less than 30% of the aggregate voting power of the issued and outstanding Voting Stock of the Company and WCAS has the power and authority to vote such shares, the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the effective date of a Public Offering or whose appointment, election or nomination for election was previously so approved or recommended; or
(vi)	there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (A) a merger or consolidation which results in the directors of the Company immediately prior to such merger or consolidation continuing to constitute at least a majority of the board or directors of the Company, the surviving entity or any parent thereof or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar

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transaction) in which no Person or Group (other than WCAS) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person or Group any securities acquired directly from the Company or any of it Subsidiaries) representing more than 30% or more of the combined voting power of the Company’s then outstanding securities.

                    (h) “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

                    (i) “Committee” means the committee established by the Board to administer the Plan. Prior to the consummation of a Public Offering, the Committee may be the entire Board. From and after the consummation of a Public Offering, unless otherwise determined by the Board, the composition of the Committee shall at all times consist solely of persons who are (i) “Nonemployee Directors” as defined in Rule 16b-3 issued under the Exchange Act, and (ii) “outside directors” as defined in section 162(m) of the Code.

                    (j) “Common Stock” means the common stock, par value $0.01 per share, of the Company.

                    (k) “Company” means MSG WC Holdings Corp., a Delaware corporation (or any successor corporation).

                    (1) “Disability” means (1) any physical or mental condition that would qualify a Participant for a disability benefit under any long-term disability plan maintained by the Company; (2) when used in connection with the exercise of an Incentive Stock Option following termination of employment, disability within the meaning of section 22(e)(3) of the Code; or (3) such other condition as may be determined in the sole discretion of the Committee to constitute Disability.

                    (m) “Eligible Recipient” means an officer, director, employee, consultant or advisor of the Company or of any Parent or Subsidiary.

                    (n) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

                    (o) “Exercise Price” means the per share price at which a holder of an Option may purchase the Shares issuable upon exercise of the Option.

                    (p) “Fair Market Value” as of a particular date shall mean the fair market value of a Share as determined by the Committee in its sole discretion; provided that (i) if the Shares are admitted to trading on a national securities exchange, fair market value of a Share on any date shall be the closing sale price reported for such Share on such exchange on the last date preceding such date on which a sale was reported, (ii) if the Shares are admitted to quotation on the National Association of Securities Dealers Automated Quotation (“Nasdaq”) System or other comparable quotation system and has been designated as a National Market System (“NMS”) security, fair market value of a Share on any date shall be the closing sale price reported for such

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Share on such system on the last date preceding such date on which a sale was reported, or (iii) if the Shares are admitted to quotation on the Nasdaq System but have not been designated as an NMS security, fair market value of a Share on any date shall be the average of the highest bid and lowest asked prices of such Share on such system on the last date preceding such date on which both bid and ask prices were reported.

                    (q) “Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, son-in-law, brother-in-law, or sister-in-law, including adoptive relationships and any person sharing the employee’s household (other than a tenant or employee).

                    (r) “Incentive Stock Option” shall mean an Option that is an “incentive stock option” within the meaning of section 422 of the Code, or any successor provision, and that is designated by the Committee as an Incentive Stock Option.

                    (s) “Nonqualified Stock Option” means any Option that is not an Incentive Stock Option, including any Option that provides (as of the time such Option is granted) that it will not be treated as an Incentive Stock Option.

                    (t) “Option” means an Incentive Stock Option, a Nonqualified Stock Option, or either or both of them, as the context requires, to acquire Shares granted pursuant to the Plan.

                    (u) “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations in the chain (other than the Company) owns stock possessing 50% or more of the combined voting power of all classes of stock in one of the other corporations in the chain.

                    (v) “Participant” means any Eligible Recipient selected by the Committee, pursuant to the Committee’s authority in Section 3 hereof, to receive an Award. A Participant who receives the grant of an Option is sometimes referred to herein as an “Optionee.”

                    (w) “Performance Award” means Performance Units, Performance Shares or either or both of them.

                    (x) “Performance Objectives” means the specific targets and objectives established by the Committee considering the following four factors: earnings per share of the Company’s common stock, return on stockholders’ equity, return on capital, and total stockholder returns of the Company compared to a peer group of comparable companies established by the Committee. Earnings per share, return on stockholders’ equity, return on capital and total Company stockholder returns shall be measured in accordance with generally accepted accounting principles.

                    (y) “Performance Period” means a period of time established by the Committee for which Performance Objectives have been established, of not less than one nor more than ten consecutive Company fiscal years.

                    (z) “Performance Share” means a right, granted to a Participant under Section 9 of the Plan, that may be paid out as a Share.

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                    (aa) “Performance Unit” means a right, granted to a Participant under Section 9 of the Plan to acquire Shares, that may be paid entirely in cash, entirely in Shares, or such combination of cash and Shares as the Committee in its sole discretion shall determine.

                    (bb) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

                    (cc) “Public Offering” means the first underwritten initial public offering of Shares of the Company.

                    (dd) “Restricted Stock Award” means the right to receive Shares, but subject to forfeiture and/or other restrictions set forth in the related Award Agreement and the Plan. Restricted Stock Awards maybe subject to the restrictions which lapse over time with or without regard to Performance Objectives as the Committee in its sole discretion shall determine.

                    (ee) “Securities Act” means the Securities Act of 1933, as amended from time to time.

                    (ff) “Shares” means shares of Common Stock and any successor security.

                    (gg) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations (other than the last corporation) in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

                    (hh) “Ten Percent Owner” means an Eligible Recipient who owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or its Parent or Subsidiary corporations.

                    Section 3. Administration.

                    (a) The Plan shall be administered by the Committee, which shall serve at the pleasure of the Board. Pursuant to the terms of the Plan, the Committee shall have the power and authority, without limitation:

(i)	to select those Eligible Recipients who shall be Participants;
(ii)	to determine whether and to what extent Awards are to be granted hereunder to Participants;
(iii)	to determine the number of Shares and/or cash to be covered by each Award granted hereunder;

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(iv)	to determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder;
(v)	to determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing Awards granted hereunder;
(vi)	to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable; and
(vii)	to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto) in its sole discretion and to otherwise supervise the administration of the Plan.

                    (b) The Committee may, in its absolute discretion, without amendment to the Plan, accelerate the date on which any Award granted under the Plan becomes exercisable or vested, waive or amend the operation of Plan provisions respecting exercise after termination of employment or otherwise adjust any of the terms of such Award.

                    (c) All decisions made by the Committee pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons, including the Company and the Participants. No member of the Board or the Committee, nor any officer or employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.

                    Section 4. Shares Reserved for Issuance Under the Plan.

                    (a) The total number of Shares reserved and available for issuance under the Plan shall be 2787 Shares. Such Shares may consist, in whole or in part, of authorized and unissued Shares or treasury Shares.

                    (b) To the extent that an Award expires or is otherwise cancelled or terminated without being exercised, the Shares subject to such Award shall again be available for issuance in connection with future Awards granted under the Plan. Similarly, any Shares issued or issuable pursuant to a Restricted Stock Award or Performance Award which are subsequently forfeited or not issued pursuant to the terms of the grant shall once again be available for issuance in satisfaction of Awards. If any Shares have been pledged as collateral for indebtedness incurred by a Participant in connection with the exercise of an Award and such Shares are returned to the Company in satisfaction of such indebtedness, such Shares shall again be available for issuance in connection with future Awards granted under the Plan.

                    (c) From and after the date that the Plan is intended to comply with the requirements of Section 162(m) of the Code, the aggregate Fair Market Value with respect to

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which Awards may be granted to any individual Participant during any fiscal year shall not exceed $1,000,000.

                    Section 5. Equitable Adjustments; Change in Control

                    (a) In the event of any Change in Capitalization, an equitable substitution or adjustment may be made in (i) the aggregate number and/or kind of Shares reserved for issuance under the Plan and (ii) the kind, number and/or Exercise Price of Shares or other property (including cash) subject to outstanding Awards granted under the Plan, in each case as may be determined by the Committee, in its sole discretion. Such other equitable substitutions or adjustments shall be made as may be determined by the Committee, in its sole discretion. Without limiting the generality of the foregoing, in connection with a Change in Capitalization, the Committee may provide, in its sole discretion, for the cancellation of any outstanding Awards in exchange for payment in cash or other property of the Fair Market Value of the Shares covered by such Awards, reduced, in the case of Options, in the exercise price thereof.

                    (b) Unless otherwise determined by the Committee, in the event of a Change of Control, unless an Award is assumed or an equivalent award or right is substituted therefore, such Awards shall become fully vested and exercisable and all restrictions on the vesting or exercisability of such Awards shall lapse as of the date of the Change of Control. In the event of any merger, consolidation or other reorganization in which the Company is not the surviving or continuing corporation or any transaction in which a Change in Control is to occur, all of the Company’s obligations regarding options that were granted hereunder and that are outstanding and vested on the date of such event (taking into consideration any acceleration of vesting in connection with such transaction) shall, on such terms as may be approved by the Committee prior to such event, be (a) assumed by the surviving or continuing corporation; or (b) canceled in exchange for cash, securities of the acquiror or other property. It is acknowledged that the substantive effect of the foregoing provision on a Participant is the same as it was under the Prior Stock Incentive Plan, taking into account all of the terms of the Options originally issued under the Prior Stock Incentive Plan (including, without limitation, any stockholders agreement that a Participant was bound by).

                    Section 6. Eligibility.

                    The Participants under the Plan shall be selected from time to time by the Committee, in its sole discretion, from among Eligible Recipients. The Committee shall have the authority to grant Awards to any Eligible Recipient, provided however that Incentive Stock Options may only be granted to Eligible Recipients employed by the Company or a Subsidiary or Parent of the Company.

                    Section 7. Options.

                    (a) General. Any Option granted under the Plan shall be evidenced by an Award Agreement in such form as the Committee may from time to time approve. The provisions of each Option need not be the same with respect to each Participant. Participants who are granted Options shall enter into an Award Agreement with the Company, in such form as the Committee shall determine, which Award Agreement shall set forth, among other things,

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the Exercise Price of the Option, the term of the Option and provisions regarding exercisability and vesting of the Option granted thereunder. The Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Nonqualified Stock Options. To the extent that any Option does not qualify as an Incentive Stock Option, it shall constitute a separate Nonqualified Stock Option. More than one Option may be granted to the same Participant and be outstanding concurrently hereunder. Options granted under the Plan shall be subject to the terms and conditions set forth in paragraphs (b)-(l) of this Section 7 and the Award Agreement may contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall determine.

                    (b) Exercise Price. The per share Exercise Price of Shares purchasable under an Option shall be determined by the Committee in its sole discretion at the time of the original grant but shall not be less than 100% of the Fair Market Value per Share on such date, and, in the case of Incentive Stock Options, not less than 110% of the Fair Market Value per Share on such date if, on such date, the Eligible Recipient is a Ten Percent Owner. Notwithstanding the foregoing, to the extent required at the time of grant by California “blue sky” laws, the Exercise Price of an Option granted to a Ten Percent Owner shall be not less than 110% of the Fair Market Value per Share on the date of grant of such Option.

                    (c) Option Term. The term of each Option shall be fixed by the Committee, but no Option shall be exercisable more than ten years after the date such Option is granted. If the Eligible Recipient is a Ten Percent Owner, an Incentive Stock Option may not be exercisable after the expiration of five years from the date such Incentive Stock Option is granted.

                    (d) Exercisability. Options shall be exercisable at such time or times and subject to such terms and conditions, including the attainment of preestablished corporate performance goals, as shall be determined by the Committee in the Option Agreement or after the time of grant; provided that, to the extent required by California “blue sky” laws, Options granted to Eligible Recipients other than officers, directors or consultants of the Company shall be exercisable at the rate of at least 20% per year over five years from the date of grant. The Committee may also provide that any Option shall be exercisable only in installments, and the Committee may waive such installment exercise provisions at any time, in whole or in part, based on such factors as the Committee may determine in its sole discretion.

                    The Committee may provide at the time of grant or anytime thereafter, in its sole discretion, that any Option shall be exercisable with respect to Shares that are not vested, subject to such other terms and conditions as the Committee determines, including the requirement that the Optionee execute a Restricted Stock Award Agreement.

                    (e) Method of Exercise. Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying the number of Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased in cash or its equivalent, and any taxes due thereon in accordance with Section 10 hereof, as determined by the Committee. As determined by the Committee, in its sole discretion, payment in whole or in part may also be made (i) by means of any cashless exercise procedure approved by the Committee, (ii) in the form of unrestricted Shares owned by the Optionee for more than six months, (iii) loans pursuant to paragraph (g) of this Section 7, (iv) any other form

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of consideration approved by the Committee and permitted by applicable law or (v) any combination of the foregoing.

                    (f) Rights as Stockholder. An Optionee shall have no right to receive Shares or rights to dividends or any other rights of a stockholder with respect to the Shares subject to the Option until the Optionee has given written notice of exercise, has paid in full for such Shares, has satisfied the requirements of Section 10 hereof and, if requested, has given the representation described in paragraph (b) of Section 11 hereof.

                    (g) Loans. The Company or any Parent or Subsidiary may make loans available to Optionees for the payment of the exercise price of outstanding Options. Such loans shall (i) be evidenced by full-recourse promissory notes entered into by the Optionees in favor of the Company or any Parent or Subsidiary, (ii) bear interest at a fair interest rate as determined by the Committee, (iii) be subject to such other terms and conditions, not inconsistent with the Plan, as the Committee shall determine, and (iv) be subject to Committee approval. Unless the Committee determines otherwise, when a loan is made, Shares having an aggregate Fair Market Value at least equal to the principal amount of the loan shall be pledged by the Optionee to the Company as security for payment of the unpaid balance of the loan, and such pledge shall be evidenced by a pledge agreement, the terms of which shall be determined by the Committee, in its sole discretion; provided that each loan shall comply with all applicable laws, regulations and rules of the Board of Governors of the Federal Reserve System and any other governmental agency having jurisdiction.

                    (h) Nontransferability of Options. The Optionee shall not be permitted to sell, transfer, pledge or assign any Option other than by will and the laws of descent and distribution (including by instrument to an inter vivos or testamentary trust in which the Options are to be passed to beneficiaries upon the death of the Participant) and all Options shall be exercisable during the Participant’s lifetime only by the Participant, in each case, except as set forth in the following two sentences. During an Optionee’s lifetime, the Committee may, in its discretion, permit the transfer, assignment or other encumbrance of an outstanding Option if such Option is a Nonqualified Stock Option or an Incentive Stock Option that the Committee and the Participant intend to change to a Nonqualified Stock Option. Subject to the approval of the Committee and to any conditions that the Committee may prescribe, an Optionee may, upon providing written notice to the Company, elect to transfer any or all Options described in the preceding sentence to members of his or her Immediate Family or to a trust, all of the beneficiaries of which are members of the Optionee’s Immediate Family; provided that no such transfer by any Participant may be made in exchange for consideration.

                    (i) Termination of Employment or Service. Unless otherwise provided in an Option Agreement, if an Optionee’s employment with, or service as a director, consultant or advisor to, the Company or to any Parent or Subsidiary terminates for any reason other than Cause, (i) Options granted to such Participant, to the extent that they are exercisable at the time of such termination, shall remain exercisable for thirty days (six months in the case of termination by reason of death or Disability), or until such later date as is otherwise determined by the Committee thereafter, and (ii) Options granted to such Optionee, to the extent that they were not exercisable at the time of such termination, shall expire on the date of such termination. The 30-day period described in the preceding sentence (i) shall be extended to six months from

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the date of such termination in the event of the Optionee’s death or Disability prior to or during such 30-day period. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of its term. Unless provided in an Option Agreement or in the Committee’s discretion any time thereafter, in the event of the termination of an Optionee’s employment for Cause, all outstanding Options granted to such Participant shall expire on the date of such termination.

                    (j) Limitation on Incentive Stock Options. To the extent that the aggregate Fair Market Value of Shares with respect to which Incentive Stock Options are exercisable for the first time by an Optionee during any calendar year under the Plan and any other stock option plan of the Company shall exceed $100,000, such Options shall be treated as Nonqualified Stock Options. Such Fair Market Value shall be determined as of the date on which each such Incentive Stock Option is granted.

                    (k) Right of First Refusal. Unless otherwise determined by the Committee, each Option Agreement evidencing the grant of an Option shall provide that the right of an Optionee to dispose of Shares acquired upon exercise of an Option prior to the occurrence of a Public Offering shall be conditioned upon the Company’s first being offered the opportunity to purchase such Shares itself, subject to such terms and conditions as may be set forth in the Option Agreement.

                    Section 8. Restricted Stock Awards.

                    Restricted Stock Awards granted under the Plan shall be subject to such terms and conditions as the Committee may, in its discretion, determine. Restricted Stock Awards issued under the Plan shall be evidenced by an Award Agreement in such form as the Committee may from time to time determine. Restricted Stock Awards may be subject to restrictions which lapse over time with or without regard to Performance Objectives for a specific Performance Period.

                    (a) Receipt of Shares. Each Award Agreement shall set forth the number of Shares issuable under the Restricted Stock Award evidenced thereby. Subject to the restrictions of Sections 8(a), 8(b) and 8(c) of the Plan and as set forth in the related Award Agreement, the number of Shares granted under a Restricted Stock Award shall be issued to the Eligible Recipient thereof on the date of grant of such Restricted Stock Award or as soon as may be practicable thereafter and deposited into escrow, if applicable. If the Committee determines that a Restricted Stock Award shall be subject to the attainment of Performance Objectives, then such specific Performance Objectives shall be established prior to the grant of the Restricted Stock Award. In establishing the Performance Objective or Performance Objectives, the Committee shall also establish a schedule or schedules setting forth the portion of the Performance Award which will be earned or forfeited based on the degree of achievement of the Performance Objectives actually achieved or exceeded as determined by the Committee. The Committee may at any time adjust the Performance Objectives and any schedules and portions of payments related thereto, adjust the way Performance Objectives are measured, or shorten any Performance Period if it determines that conditions or the occurrence of events warrants such actions. The Committee shall have the right to reduce or eliminate the Restricted Stock Award payable upon the attainment of a Performance Objective, but shall not have the discretion to increase an Award upon the attainment of a Performance Objective.

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                    (b) Rights of Recipient Participants. Shares received pursuant to Restricted Stock Awards shall be duly issued or transferred to the Participant, and a certificate or certificates for such Shares shall be issued in the Participant’s name. Subject to the restrictions in Section 8(c) of the Plan and as set forth in the related Award Agreement, the Participant shall thereupon be a stockholder with respect to all the Shares represented by such certificate or certificates and shall have all the rights of a stockholder with respect to such Shares, including any voting rights incident to such Shares and to receive dividends and other distributions paid with respect to such Shares. As a condition to issuing Shares, the Committee may require a Participant to execute an escrow agreement and any other documents which the Committee may determine. In aid of such restrictions, certificates for Shares awarded hereunder, together with a suitably executed stock power signed by each recipient Participant, shall be held by the Company in its control for the account of such Participant (i) until the restrictions determined by the Committee, in its discretion, and as set forth in the related Award Agreement, lapse pursuant to the Plan or the agreement, at which time a certificate for the appropriate number of Shares (free of all restrictions imposed by the Plan or the Award Agreement except those established by the Committee at the time of grant of the Award) shall be delivered to the Participant, or (ii) until such Shares are forfeited to the Company and cancelled as provided by the Plan or the Award Agreement.

                    (c) Non-Transferability of Restricted Stock Awards. Until such time as the restrictions determined by the Committee or otherwise set forth in the related Award Agreement have lapsed, the Shares awarded to a Participant and held by the Company pursuant to Section 8(b) of the Plan, and any right to vote such Shares or receive dividends on such Shares, may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of; provided, however, that, if so provided in the Award Agreement, such Shares may be transferred upon the death of the Participant to such of his legal representatives, heirs and legatees as may be entitled thereto by will or the laws of intestacy.

                    (d) Restrictions. Shares received pursuant to Restricted Stock Awards shall be subject to the terms and conditions as the Committee may determine, including, without limitation, restrictions on the sale, assignment, transfer or other disposition of such Shares and the requirement that the Participant forfeit such Shares back to the Company upon termination of employment for any reason or for specified reasons.

                    (e) Purchase Price. To the extent required by California “blue sky” laws at the time of purchase of Restricted Stock, the per share purchase price payable by a Participant in respect of Restricted Stock shall not be less than 85% of the Fair Market Value of the Common Stock (and not less than 100% for a Ten Percent Owner).

                    Section 9. Performance Awards.

                    (a) Performance Periods. The Committee shall establish Performance Periods applicable to Performance Awards. There shall be no limitation on the number of Performance Periods established by the Committee and more than one Performance Period may encompass the same fiscal year.

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                    (b) Performance Objectives. The Committee shall establish one or more specific Performance Objectives for a Performance Period and such Performance Objectives shall be established prior to the grant of any Performance Awards with respect to such period. In establishing the Performance Objective or Performance Objectives, the Committee shall also establish a schedule or schedules setting forth the portion of the Performance Award which will be earned or forfeited based on the degree of achievement of the Performance Objectives actually achieved or exceeded as determined by the Committee. The Committee may at any time adjust the Performance Objectives and any schedules and portions of payments related thereto, adjust the way Performance Objectives are measured, or shorten any Performance Period if it determines that conditions or the occurrence of events warrant such actions. The Committee shall have the right to reduce or eliminate the compensation or Award payable upon the attainment of a Performance Objective but shall not have the discretion to increase an Award upon the attainment of a Performance Objective.

                    (c) Grants of Performance Awards. Performance Awards may be granted under the Plan in such form and to such Employees as the Committee may from time to time approve. Performance Awards may be granted alone, in addition to, or in tandem with other Awards under the Plan. Subject to the terms of the Plan, the Committee shall determine the amount or number of Performance Awards to be granted to a Participant, and the Committee may impose different terms and conditions on any particular Performance Award granted to any Participant. Each grant of a Performance Award shall be evidenced by a written instrument stating the number of Performance Shares or Performance Units granted, the Performance Period, the Performance Objective or Performance Objectives, the proportion of payments for performance between the minimum and full performance levels, if any, restrictions applicable to Shares receivable in settlement, if any, and any other terms, conditions, restrictions and rights with respect to such grant as determined by the Committee. The Committee may determine that the Participant forfeit such Performance Awards back to the Company upon termination of employment for any reason or for specified reasons. The Committee may provide, in its sole discretion, that during a Performance Period, a Participant shall be paid cash amounts, with respect to each Performance Share or Performance Unit held by such individual in the same manner, at the same time, and in the same amount paid, as a dividend on any Share.

                    (d) Non transferability of Performance Awards. Until such time as the Performance Objectives as determined by the Committee have been met and until any restrictions upon the Shares issued pursuant to any Performance Awards have lapsed, Performance Awards and any rights related thereto may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of by any Participant.

                    (e) Payment of Awards. As soon as practicable after the end of the applicable Performance Period as determined by the Committee, the Committee shall determine the extent to which the Performance Objectives have been met and the extent to which Performance Awards are payable. Payment in settlement of a Performance Award shall be as follows:

(i) In the case of Performance Shares, one or more stock certificates representing the number of Shares payable shall be delivered to the Participant, free of all restrictions except those established by the Committee at the time of the grant of the Performance Shares; and

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(ii) In the case of Performance Units, entirely in cash, entirely in Shares, or in such combination of Shares and cash as the Committee may determine, in its discretion, at any time prior to such payment. If payment is to be made in the form of cash, the amount payable for each unit earned shall be equal to the dollar value of each unit (as determined by the Committee) times the number of earned units.

                    Section 10. Repurchase Rights.

                    Any Repurchase Rights the Company may have in respect of Awards, to the extent required by California “blue sky” laws, shall lapse at the rate of at least 20% per year over five years from the date of grant of the Award. Unless otherwise determined by the Committee, such Repurchase Right must be exercised, if at all, within 90 days following the termination of a Participant’s employment or service with the Company.

                    Section 11. Amendment and Termination.

                    The Board may amend, alter or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made that would materially impair the rights of a Participant under any Award theretofore granted without such Participant’s consent. Unless the Board determines otherwise, the Board shall obtain approval of the Company’s stockholders for any amendment that would require such approval in order to satisfy the requirements of section 162(m), stock exchange rules or other applicable law. The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Section 5 of the Plan, no such amendment shall impair the rights of any Participant without his or her consent.

                    Section 12. Unfunded Status of Plan.

                    The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company.

                    Section 13. Withholding Taxes.

                    Whenever Shares are to be delivered pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy any federal, state, local and other withholding tax requirements related thereto. With the approval of the Committee, a Participant may satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such Shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash. Such an election may be made with respect to all or any portion of the Shares to be delivered pursuant to an Award.

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                    Section 14. General Provisions.

                    (a) Shares shall not be issued pursuant to the exercise of any Award granted hereunder unless the exercise of such Award and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act, the Exchange Act and the requirements of any stock exchange upon which the Common Stock may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

                    (b) The Committee may require each person acquiring Shares to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to distribution thereof. The certificates for such Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer.

                    (c) All certificates for Shares delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock may then be listed, and any applicable federal or state securities law. The Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.

                    (d) Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval, if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. Neither the adoption of the Plan nor the granting of any Award shall confer upon any Eligible Recipient any right to continued employment or service with the Company or any Parent or Subsidiary, as the case may be, nor shall it interfere in any way with the right of the Company or any Parent or Subsidiary to terminate the employment or service of any of its Eligible Recipients at any time. The granting of one Award to an Eligible Recipient shall not entitle the Eligible Recipient to any additional Award grants thereafter.

                    (e) To the extent applicable, pursuant to the provisions of Section 260.140.46 of Title 10 of the California Code of Regulations, the Company shall provide to each Participant and to each individual who acquires Shares pursuant to the Plan, not less frequently than annually during the period such Participant or purchaser has one or more awards granted under the Plan outstanding, and, in the case of an individual who acquires Shares pursuant to the Plan, during the period such individual owns such Shares, copies of the Company’s annual financial statements. The Company shall not be required to provide such statements to key employees of the Company whose duties in connection with the Company assure their access to equivalent information.

                    (f) To the extent applicable, the provisions of Sections 260.160.41, 260.140.42 and 260.140,45 of Title 10 of the California Code of Regulations are incorporated herein by reference.

                    (g) The definitions set forth in this Plan are solely for the purposes of the operation of this Plan, and such definitions including, without limitation, the definition of

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“Cause” shall not be used for any other purposes including, without limitation, whether or not an Eligible Recipient is terminated with or without cause for purposes unrelated to this Plan.

                    (h) Unless the Committee expressly provides otherwise, in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, for such period as the Company or its underwriters may request and subject to such other provisions as the Committee may deem necessary or desirable, the Participant shall not, directly or indirectly, sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Plan without the prior written consent of the Company or its underwriters.

                    (i) No fractional Shares shall be issued or delivered pursuant to the Plan.

                    (j) A Participant will be deemed to have terminated employment or service with the Company on the date the Participant no longer provides services or employment to the Company or a Subsidiary or Parent of the Company. If the entity which employs or engages the Participant ceases to be an affiliate of the Company (whether by sale or other corporate transaction), then such sale or other corporate transaction shall be deemed a termination of the Participant’s employment or service for purposes of this Plan.

                    Section 15. Board and Stockholder Approval of the Plan; Effective Date of the Plan.

                    The Plan was adopted by the Board and approved by the stockholders of the Company as of August 1, 2006, and shall be effective as of August 1, 2006 (the “Effective Date”).

                    Section 16. Term of Plan.

                    No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date.

                    Section 17. Stockholders’ Agreement.

                    The Committee shall require, as a condition to receipt of Common Stock in respect of an Award prior to a Public Offering, that the participant sign a Stockholders’ Agreement.

                    Section 18. Compliance with Section 409A of the Code.

                    Notwithstanding any other provision of the Plan to the contrary, no payment of or with respect any Award hereunder that constitutes deferred compensation within the meaning of Section 409A of the Code shall be made sooner than the date permitted for distributions to be made to key employees without the imposition of tax under the provisions of Section 409A of the Code or the rules or regulations promulgated thereunder, as in effect on the date of such payment.

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                    Section 19. Governing Law.

                    The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware, without giving effect to the conflict of laws principles thereof.

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EX-10.8

Exhibit 10.8

MSG WC HOLDINGS CORP.

2006 EMPLOYEE STOCK OPTION PLAN

          1. Purpose.

                    This plan shall be known as the MSG WC Holdings Corp. Employee Stock Option Plan (the “Plan”). The purpose of the Plan shall be to promote the long-term growth and profitability of MSG WC Holdings Corp. (the “Company”) and its Subsidiaries by (i) providing certain directors, officers and employees of, and certain other individuals who perform services for, or to whom an offer of employment or a directorship has been extended by, the Company and its Subsidiaries with incentives to maximize stockholder value and otherwise contribute to the success of the Company and (ii) enabling the Company to attract, retain and reward the best available persons for positions of responsibility. The Plan is a compensatory benefit plan within the meaning of Rule 701 under the Securities Act of 1933, as amended (the “Securities Act”), and unless and until the Common Stock (as defined below) is publicly traded, the issuance of incentive or non-qualified stock options for shares of Common Stock pursuant to the Plan and the issuance of shares of Common Stock pursuant to such incentive or non-qualified stock options are both intended to qualify for the exemption from registration under the Securities Act provided by Rule 701. Grants of incentive or non-qualified stock options (“Grants”) may be made under the Plan (such individuals to whom Grants are made being sometimes herein called “optionees” or “grantees,” as the case may be). This Plan supercedes any prior plans, and any Grant hereunder supercedes any prior written agreement pursuant to which such Grant is made, except with respect to any “Assumed Options” as defined in those certain Option Assumption Agreements, dated as of August 1, 2006, by and among the Company and the signatories thereto. This Plan will become effective upon approval thereof by the affirmative vote of holders of not less than 50.1% of the Company’s Common Stock then outstanding. Common Stock should carry equal voting rights on all matters where such vote is permitted by applicable law.

          2. Definitions.

                    (a) “Award Agreement” means any written agreement between the Company and any person pursuant to which the Company makes any Grant under the Plan.

                    (b) “Board of Directors” means the board of directors of the Company.

                    (c) “Cause” used in connection with the termination of employment of an eligible participant means, unless otherwise defined in any Award Agreement or in any employment agreement between a grantee and the Company or any of its Subsidiaries (in which case the definition set forth in such agreement shall govern), a termination due to a finding by the Board of Directors in good faith that such eligible participant has (i) committed a felony or a crime involving moral turpitude, (ii) committed any other act or omission involving dishonesty or fraud (A) with respect to the Company or its subsidiaries or (B) adversely affecting the reputation or standing of the Company or its subsidiaries, (iii) engaged in gross negligence or willful misconduct with respect to the Company or its subsidiaries or (iv) in any manner, breached Company policy established by the

Board of Directors, which breach, if curable, is not cured within 15 days after written notice thereof to such eligible participant.

                    (d) “Change of Control” means, unless otherwise defined in any Award Agreement:

                              (i) an indirect or direct acquisition of “beneficial interest” by a “person” or “group” (as such terms are defined in Rule 13d-3 under the Exchange Act and any successor thereto) of voting equity interests of the Company, representing more than 50% of the voting power of all outstanding voting equity interests, together with (x) the loss by WCAS X and its affiliates together of the right to elect a majority of the Board of Directors or (y) if WCAS X and its affiliates together have the right described above, the failure of WCAS X and its affiliates to exercise the right to elect a majority of the Board of Directors (a “Board Change”);

                              (ii) a merger or consolidation of the Company, whereby stockholders immediately prior thereto do not, immediately after, own, directly or indirectly, more than 50% of the combined voting power of the Company, together with a Board Change;

                              (iii) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company;

                              (iv) the sale, transfer or other disposition of all of the assets of Company (for this purpose, a sale of more than 75% of the assets of the Company based on value shall be deemed a sale of all of the assets of the Company); or

                              (v) the occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither (A) nominated by the Board of Directors, (B) appointed by directors so nominated, or (C) approved by WCAS X, or Persons that directly, or indirectly through one or more intermediaries, control, are controlled by or are under common control with WCAS X.

                              For the avoidance of doubt, an initial public offering or other public offerings of securities of the Company will not constitute a Change of Control hereunder.

                    (e) “Closing” means the closing of the Merger and the other transactions in connection therewith.

                    (f) “Code” means the United States Internal Revenue Code of 1986, as amended.

                    (g) “Committee” means the Compensation Committee of the Board of Directors.

                    (h) “Common Stock” means the common stock, par value $.01 per share, of the Company, and any other shares into which such stock may be changed or exchanged by reason of a recapitalization, reorganization, merger, consolidation or any other change in or affecting the corporate structure or capital stock of the Company.

                    (i) “Disability” means, unless otherwise defined in any Award Agreement or in any employment agreement between a grantee and the Company or any of its Subsidiaries (in which case the definition set forth in such agreement shall govern), the inability of an eligible participant to

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substantially render to the Company the services required by the Company for more than 60 days out of any consecutive 120-day period because of mental or physical illness or incapacity, as determined in good faith by the Board of Directors. The date of such Disability shall be on the last day of such 60-day period. Disability shall also mean the development of any illness that is likely to result in either death or Disability, as determined in good faith by the Board of Directors.

                    (j) “EBITDA” has the meaning given to such term in any Award Agreement.

                    (k) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

                    (l) “Fair Market Value” of a share of Common Stock means, unless otherwise provided in an Award Agreement, as of the date in question, the average of the officially-quoted closing selling prices of the Common Stock (or if no selling prices are quoted, the bid price) on the principal securities exchange or market on which the Common Stock is then listed for trading (the “Market”) for the 30 trading days immediately prior to the date in question or, if the Common Stock is not then listed or quoted in the Market, the Fair Market Value shall be the fair value of the Common Stock determined in good faith by the Board of Directors using any reasonable method; provided, however, that when shares received upon exercise of an option are immediately sold in the open market, the net sale price received may be used to determine the Fair Market Value of any shares used to pay the exercise price or applicable withholding taxes and to compute the withholding taxes.

                    (m) “Incentive Stock Option” means an option conforming to the requirements of Section 422 of the Code and/or any successor thereto.

                    (n) “Merger” means the merger of MSG WC Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company (the “Merger Sub”), into Mobile Services Group, Inc., a Delaware corporation (“MSG”), according to the terms of the Agreement and Plan of Merger, dated as of May 24, 2006 and amended as of June 9, 2006, by and among the Company, the Merger Sub, MSG and Windward Capital Management, LLC, a Delaware limited liability company.

                    (o) “Non-Employee Director” has the meaning given to such term in Rule 16b-3 under the Exchange Act and/or any successor thereto.

                    (p) “Non-qualified Stock Option” means any stock option other than an Incentive Stock Option and other than Assumed Options.

                    (q) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

                    (r) “Retirement” means retirement at age 65 or termination of one’s employment on retirement with the approval of the Committee.

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                    (s) “Subsidiary” means a corporation or other entity of which outstanding shares or ownership interests representing 50% or more of the combined voting power of such corporation or other entity entitled to elect the management thereof, or such lesser percentage as may be approved by the Committee, are owned directly or indirectly by the Company.

                    (t) “WCAS X” means Welsh, Carson, Anderson & Stowe X, L.P.

          3. Administration.

                    The Plan shall be administered by the Committee; provided that the Board of Directors may, in its discretion, at any time and from time to time, resolve to administer the Plan, in which case the term “Committee” shall be deemed to mean the Board of Directors for all purposes herein. Subject to the provisions of the Plan, the Committee shall be authorized to (i) select persons to participate in the Plan, (ii) determine the form and substance of Grants made under the Plan to each participant, and the conditions and restrictions, if any, subject to which such Grants will be made, (iii) certify that the conditions and restrictions applicable to any Grant have been met, (iv) modify the terms of Grants made under the Plan in accordance with the provisions of Sections 13 and 14 hereof, (v) interpret the Plan and Grants made thereunder, (vi) make any adjustments necessary or desirable in connection with Grants made under the Plan to eligible participants located outside the United States and (vii) adopt, amend, or rescind such rules and regulations, and make such other determinations, for carrying out the Plan as it may deem appropriate. Decisions of the Committee on all matters relating to the Plan shall be in the Committee’s sole discretion and shall be conclusive and binding on all parties. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with applicable federal and state laws and rules and regulations promulgated pursuant thereto. No member of the Committee and no officer of the Company shall be liable for any action taken or omitted to be taken by such member, by any other member of the Committee or by any officer of the Company in connection with the performance of duties under the Plan, except for such person’s own willful misconduct or as expressly provided by statute.

                    The Company agrees to indemnify, to the extent permitted by law, each member of the Committee and any officer of the Company against all losses, claims, actions, damages, liabilities and expenses caused by any action taken on behalf of the Company or omitted to be taken in accordance with any duties or responsibilities hereunder except where such loss, claim, action, damage, liability or expense (i) arises from such person’s willful misconduct or (ii) is expressly provided for by statute. In connection with any action, suit, proceeding or similar matter, the Company shall advance to any Committee member or officer referenced above cost and expenses incurred in connection with such matter upon receipt of an undertaking from such person in form reasonable acceptable to the Board of Directors to repay any amounts so advanced if it is ultimately determined that such person was not settled to indemnification under this Section 3.

                    The expenses of the Plan shall be borne by the Company. The Company shall not be required to establish any special or separate fund or make any other segregation of assets to assume the obligations pursuant to any Grant made under the Plan, and rights to any payment in connection with such Grants shall be no greater than the rights of the Company’s general creditors.

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          4. Shares Available for the Plan.

                    Subject to adjustments as provided in Section 12, an aggregate of 10,000 shares of Common Stock (the “Shares”) may be issued pursuant to the Plan. Such Shares may be in whole or in part authorized and unissued or held by the Company as treasury shares. If any Grant under the Plan expires or terminates unexercised, becomes unexercisable or is forfeited as to any Shares, or is tendered or withheld as to any Shares in payment of the exercise price of the Grant or taxes payable with respect to the Grant or the vesting or exercise thereof, then such unpurchased, forfeited, tendered or withheld Shares may thereafter be available for further Grants under the Plan as the Committee shall determine.

                    Without limiting the generality of the foregoing provisions of this Section 4 or the generality of the provisions of Sections 3, 6 or 14 or any other section of this Plan, the Committee may, at any time or from time to time, and on such terms and conditions (that are consistent with and not in contravention of the other provisions of this Plan) as the Committee may, in its sole discretion, determine, enter into agreements (or take other actions with respect to the Grants) for new Grants containing terms (including exercise prices) more (or less) favorable than the outstanding Grants.

          5. Participation.

                    Participation in the Plan shall be limited to those directors (including Non-Employee Directors), officers and employees of, and other individuals performing services for, or to whom an offer of employment has been extended by, the Company and its Subsidiaries selected by the Committee (including participants located outside the United States). Nothing in the Plan or in any Grant thereunder shall confer any right on a participant to continue in the employ as a director or officer of, or in any other capacity or in the performance of services for, the Company or shall interfere in any way with the right of the Company to terminate the employment or performance of services or to reduce the compensation or responsibilities of a participant at any time. By accepting any Grant under the Plan, each participant and each person claiming under or through him or her shall be conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, any action taken under the Plan by the Company, the Board of Directors or the Committee.

                    Incentive Stock Options or Non-qualified Stock Options may be granted to such grantees and for such number of Shares as the Committee shall determine. Determinations made by the Committee under the Plan need not be uniform and may be made selectively among eligible individuals under the Plan, whether or not such individuals are similarly situated. A Grant of any type made hereunder in any one year to an eligible participant shall neither guarantee nor preclude a further Grant of that or any other type to such participant in that year or subsequent years.

          6. Incentive and Non-qualified Options.

                    The Committee may from time to time grant to eligible participants Incentive Stock Options, Non-qualified Stock Options, or any combination thereof; provided that the Committee may grant Incentive Stock Options only to eligible employees of the Company or its subsidiaries (as defined for this purpose in Section 424(f) of the Code or any successor thereto). The options granted shall take such form as the Committee shall determine, subject to the following terms and conditions.

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                    It is the Company’s intent that Non-qualified Stock Options granted under the Plan not be classified as Incentive Stock Options, that Incentive Stock Options be consistent with and contain or be deemed to contain all provisions required under Section 422 of the Code or any successor thereto, that neither any Non-qualified Stock Option nor any Incentive Stock Option be treated as a payment of deferred compensation for the purposes of Section 409A of the Code and any successor thereto, and that any ambiguities in construction be interpreted in order to effectuate such intent. If an Incentive Stock Option granted under the Plan does not qualify as such for any reason, then to the extent of such non-qualification, the stock option represented thereby shall be regarded as a Non-qualified Stock Option duly granted under the Plan, provided that such stock option otherwise meets the Plan’s requirements for Non-qualified Stock Options.

                    (a) Price. Except with respect to Assumed Options, the price per Share deliverable upon the exercise of each option (“Exercise Price”) shall not be less than 100% of the Fair Market Value of a share of Common Stock as of the date of Grant of the option, and in the case of the Grant of any Incentive Stock Option to an employee who, at the time of the Grant, owns more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, the Exercise Price may not be less than 110% of the Fair Market Value of a share of Common Stock as of the date of Grant of the option, unless otherwise permitted by Section 422 of the Code or any successor thereto. The exercise price for Non-qualified Stock Options will be determined by the Committee; provided, however, that to the extent required at the time of grant by California “Blue Sky” law and to the extent such California ““Blue Sky” law is applicable to such participant or Option, the exercise price shall not be less than 85% of the Fair Market Value of the Common Stock on such date and in no event be less than the par value of the Common Stock. Notwithstanding the foregoing, if a participant owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company or of any Subsidiary and an option is granted to such Participant, the exercise price of such option, to the extent required at the time of grant by California “Blue Sky” law with respect to any option, shall be no less than 110% of the Fair Market Value of the Common Stock on the date such option is granted.

                    (b) Payment. Options may be exercised, in whole or in part, upon payment of the Exercise Price of the Shares to be acquired. Unless otherwise determined by the Committee, payment shall be made (i) in cash (including check, bank draft, money order or wire transfer of immediately available funds), (ii) by delivery of outstanding shares of Common Stock with a Fair Market Value on the date of exercise equal to the aggregate Exercise Price payable with respect to the options’ exercise, (iii) if the shares are then publicly traded, by simultaneous sale through a broker reasonably acceptable to the Committee of Shares acquired on exercise, as permitted under Regulation T of the Federal Reserve Board of Directors, (iv) by authorizing the Company to withhold from issuance a number of Shares issuable upon exercise of the options which, when multiplied by the Fair Market Value of a share of Common Stock on the date of exercise, is equal to the aggregate Exercise Price payable with respect to the options so exercised or (v) by any combination of the foregoing.

                    In the event a grantee elects to pay the Exercise Price payable with respect to an option pursuant to clause (ii) above, (A) only a whole number of share(s) of Common Stock (and not fractional shares of Common Stock) may be tendered in payment and (B) Common Stock must be

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delivered to the Company. Delivery for this purpose may, at the election of the grantee, be made either by (A) physical delivery of the certificate(s) for all such shares of Common Stock tendered in payment of the price, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the grantee’s broker to transfer, by book entry, such shares of Common Stock from a brokerage account of the grantee to a brokerage account specified by the Company. When payment of the Exercise Price is made by delivery of Common Stock, the difference, if any, between the aggregate Exercise Price payable with respect to the option being exercised and the Fair Market Value of the shares of Common Stock tendered in payment (plus any applicable taxes) shall be paid in cash. No grantee may tender shares of Common Stock having a Fair Market Value exceeding the aggregate Exercise Price payable with respect to the option being exercised (plus any applicable taxes).

                    In the event a grantee elects to pay the Exercise Price payable with respect to an option pursuant to clause (iv) of the first paragraph of this Section 6(b), only a whole number of Shares (and not fractional Shares) may be withheld in payment. When payment of the Exercise Price is made by withholding of Shares, the difference, if any, between the aggregate Exercise Price payable with respect to the option being exercised and the Fair Market Value of the Shares withheld in payment (plus any applicable taxes) shall be paid in cash. No grantee may authorize the withholding of Shares having a Fair Market Value exceeding the aggregate Exercise Price payable with respect to the option being exercised (plus any applicable taxes). Any withheld Shares shall no longer be issuable under this Plan.

                    (c) Terms of Options; Vesting. The term during which each option may be exercised shall be determined by the Committee, and except as otherwise provided herein, no option shall be exercisable in whole or in part more than ten years from the date it is granted, and no Incentive Stock Option granted to an employee who at the time of the Grant owns more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries shall be exercisable more than five years from the date it is granted. All rights to purchase Shares pursuant to an option shall, unless sooner terminated, expire at the date designated by the Committee. The Committee shall determine the date on which each option shall become exercisable and may provide that an option shall become exercisable in installments; provided, however, that, to the extent required at the time of grant by California “Blue Sky” law and to the extent such California “Blue Sky” law is applicable to such participant or option, options granted to individuals other than officers, directors, managers or consultants of the Company shall be exercisable at the rate of at least 20% per year over the first five years from the date of grant. The Shares constituting each installment may be purchased in whole or in part at any time after such installment becomes exercisable, subject to such minimum exercise requirements as may be designated by the Committee. The optionee shall have no rights as a stockholder with respect to any Shares that may be acquired pursuant to an outstanding option (including, without limitation, any dividend or voting rights) until such time, and with respect to acquired shares only, as such option is exercised and shares are delivered with respect to such exercise.

                    (d) Limitations on Grants. If required by the Code, the aggregate Fair Market Value (determined as of the Grant date) of Shares for which an Incentive Stock Option is exercisable for the first time during any calendar year under all equity incentive plans of the Company and its

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Subsidiaries (as defined in Section 422 of the Code or any successor thereto) may not exceed $100,000.

                    (e) Termination; Forfeiture.

                              (i) Death or Disability. Unless otherwise provided in any Award Agreement, if a participant ceases to be a director, officer or employee of, or to perform other services for, the Company and any Subsidiary due to death or Disability, (A) all of the participant’s options that were exercisable on the date of death or Disability shall remain exercisable for, and shall otherwise terminate at the end of, the period of 180 days commencing on the date of death or Disability, but in no event after the expiration date of the options and (B) all of the participant’s options that were not exercisable on the date of death or Disability shall be forfeited immediately upon such death or Disability; provided, however, that the Committee may determine to additionally vest such options, in whole or in part, in its discretion. Notwithstanding the foregoing, if the Disability giving rise to the termination of employment is not within the meaning of Section 22(e)(3) of the Code or any successor thereto, Incentive Stock Options not exercised by such participant within 90 days after the date of termination of employment will cease to qualify as Incentive Stock Options and will be treated as Non-qualified Stock Options under the Plan if required to be so treated under the Code.

                              (ii) Retirement. Unless otherwise provided in any Award Agreement, if a participant ceases to be a director, officer or employee of, or to perform other services for, the Company and any Subsidiary upon the occurrence of his or her Retirement, (A) all of the participant’s options that were exercisable on the date of Retirement shall remain exercisable for, and shall otherwise terminate at the end of, the period of 90 days commencing on the date of Retirement, but in no event after the expiration date of the options, and (B) all of the participant’s options that were not exercisable on the date of Retirement shall be forfeited immediately upon such Retirement; provided, however, that the Committee may determine to additionally vest such options, in whole or in part, in its discretion.

                              (iii) Discharge for Cause. Unless otherwise provided in any Award Agreement, if a participant ceases to be a director, officer or employee of, or to perform other services for, the Company or a Subsidiary due to Cause, or if a grantee does not become a director, officer or employee of, or does not begin performing other services for, the Company or a Subsidiary for any reason, all of the participant’s or grantee’s options shall expire and be forfeited immediately upon such cessation or non-commencement, whether or not then exercisable.

                              (iv) Other Termination. Unless otherwise provided in any Award Agreement, if a participant ceases to be a director, officer or employee of, or to otherwise perform services for, the Company or a Subsidiary for any reason other than death, Disability, Retirement or Cause, (A) all of the participant’s options that were exercisable on the date of such cessation shall remain exercisable for, and shall otherwise terminate at the end of, the period of 30 days commencing on the date of such cessation, but in no event after the expiration date of the options and (B) all of the participant’s options that were not exercisable on the date of such cessation shall be forfeited immediately upon such cessation.

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                              (v) Change of Control. If there is a Change of Control of the Company or similar event and a participant’s Award Agreement does not provide for treatment of such participant’s options upon such an event, the Committee may, in its discretion, provide for the vesting of a participant’s options on such terms and conditions as it deems appropriate. If there is a Change of Control or similar event and the Committee does not provide for (i) the vesting of a participant’s options on the same terms and conditions as if a “Sale of the Company” (as such term may be defined in an Award Agreement) was occurring or (ii) assumption of the participant’s options by the Company following the Change of Control or similar event, then options not yet vested at that point shall terminate immediately prior to such Change of Control or similar event; provided that if a participant’s Award Agreement provides for the acceleration of the vesting of his or her options upon a Sale of the Company (including any conditions to such accelerating) and such Change of Control does not constitute a Sale of the Company, then the Company may cancel such participant’s unvested options only if the Company has agreed to accelerate the vesting of such options to the extent that they would have vested had such a Change of Control constituted a Sale of the Company (giving effect to any conditions applicable to vesting upon a Sale of the Company) and a participant has been given a reasonable period of time to exercise such prior to such cancellation. In the event of any merger, consolidation or other reorganization in which the Company is not the surviving or continuing corporation or any transaction in which a Change of Control is to occur, all of the Company’s obligations regarding options that were granted hereunder and that are outstanding and vested on the date of such event (taking into consideration any acceleration of vesting in connection with such transaction) shall, on such terms as may be approved by the Committee prior to such event, be (a) assumed by the surviving or continuing corporation; or (b) canceled in exchange for cash, securities of the acquiror or other property.

                    Notwithstanding the foregoing, in connection with any transaction described in the last sentence of the preceding paragraph, the Committee may, in its discretion, (i) cancel any or all outstanding options under the Plan in consideration for payment to the holders thereof of an amount equal to the portion of the consideration that would have been payable to such holders pursuant to such transaction if their vested options (taking into consideration any acceleration of vesting in connection with such transaction) had been fully exercised immediately prior to such transaction, less the aggregate Exercise Price that would have been payable therefor, or (ii) if the amount that would have been payable to the option holders pursuant to such transaction if their vested options had been fully exercised immediately prior thereto would be equal to or less than the aggregate Exercise Price that would have been payable therefor, cancel any or all such options for no consideration or payment of any kind. Payment of any amount payable pursuant to the preceding sentence may be made in cash or, in the event that the consideration to be received in such transaction includes securities or other property, in cash and/or securities or other property in the Committee’s discretion.

          7. Withholding Taxes.

                    The Company may require, as a condition to any Grant or exercise under the Plan or to the delivery of certificates for Shares issued hereunder, that the grantee make provision for the payment to the Company, pursuant to this Section 7, of United States federal, state or local or non-United States taxes of any kind required by law to be withheld with respect to any Grant or delivery of Shares. The Company, to the extent permitted or required by law, shall have the right to deduct

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from any payment of any kind (including salary or bonus) otherwise due to a grantee, an amount equal to any United States federal, state or local or non-United States taxes of any kind required by law to be withheld with respect to any grant or delivery of Shares under the Plan.

          8. Written Agreement.

                    Each employee to whom a Grant is made under the Plan shall enter into an Award Agreement with the Company that shall contain such provisions consistent with the provisions of the Plan, as may be approved by the Committee.

          9. Transferability.

                    Unless the Committee determines otherwise, no option granted under the Plan shall be transferable by a participant other than by will or the laws of descent and distribution. Unless the Committee determines otherwise, an option may be exercised only by the optionee or grantee thereof; by his or her executor or administrator, the executor or administrator of the estate of any of the foregoing, or any person to whom the option is transferred by will or the laws of descent and distribution; or by his or her guardian or legal representative; or the guardian or legal representative of any of the foregoing; provided that Incentive Stock Options may be exercised by any guardian or legal representative only if permitted by the Code and any regulations thereunder. All provisions of this Plan and any Award Agreement referred to in Section 8 shall in any event continue to apply to any option granted under the Plan and transferred as permitted by this Section 9, and any transferee of any such option shall be bound by all provisions of this Plan and any agreement referred to in Section 8 as and to the same extent as the applicable original grantee.

          10. Listing, Registration and Qualification.

                    (a) If the Committee determines that the listing, registration or qualification upon any securities exchange or under any law of Shares subject to any option is necessary or desirable as a condition of, or in connection with, the granting of same or the issue or purchase of Shares thereunder, no such option may be exercised in whole or in part, and no Shares may be issued, unless such listing, registration or qualification is effected free of any conditions not acceptable to the Committee.

                    (b) To the extent applicable, pursuant to the provisions of Section 260.140.46 of Title 10 of the California Code of Regulations, the Company shall provide to each participant and to each individual who acquires Common Stock pursuant to the Plan, not less frequently than annually during the period such participant or purchaser has one or more awards granted under the Plan outstanding, and, in the case of an individual who acquires Common Stock pursuant to the Plan, during the period such individual owns such Common Stock, copies of the Company’s annual financial statements. The Company shall not be required to provide such statements to key employees of the Company whose duties in connection with the Company assure their access to equivalent information. To the extent applicable, the provisions of Sections 260.140.41, 260.140.42 and 260.140.45 of Title 10 of the California Code of Regulations are incorporated herein by reference.

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          11. Transfer of Employee.

                    The transfer of an employee from the Company to a Subsidiary, from a Subsidiary to the Company, or from one Subsidiary to another shall not be considered a termination of employment; nor shall it be considered a termination of employment if an employee is placed on military or sick leave or such other leave of absence which is considered by the Committee as continuing intact the employment relationship.

          12. Adjustments.

                    In the event of a reorganization, recapitalization, stock split, stock dividend, special cash dividend, combination of shares, merger, consolidation, distribution of assets, spin-off or other extraordinary distribution, or any other change in the corporate structure or shares of the Company, the Committee shall make an equitable and proportionate adjustment, if any, as it deems appropriate in the number and kind of Shares or other property available for issuance under the Plan (including, without limitation, the total number of Shares available for issuance under the Plan pursuant to Section 4), in the number and kind of options, Shares or other property covered by Grants previously made under the Plan, and in the Exercise Price of outstanding options. Any such adjustment shall be final, conclusive and binding for all purposes of the Plan.

          13. Amendment and Termination of the Plan.

                    Except as otherwise provided in an Award Agreement, the Board of Directors, without approval of the stockholders or any optionholder, may amend or terminate the Plan, except that no amendment shall become effective without prior approval of the stockholders of the Company if stockholder approval would be required by applicable law or regulations, including if required for continued compliance with the performance-based compensation exception of Section 162(m) of the Code or any successor thereto, under the provisions of Section 409A of the Code or any successor thereto, under the provisions of Section 422 of the Code or any successor thereto, or by any listing requirement of the principal stock exchange on which the Common Stock is then listed.

          14. Amendment or Substitution of Grants under the Plan.

                    Except as otherwise provided in an Award Agreement, the terms of any outstanding Grant under the Plan may be amended from time to time by the Committee in its discretion in any manner that it deems appropriate, including, but not limited to, acceleration of the date of exercise of any Grant and/or payments thereunder or of the date of lapse of restrictions on Shares (but, in the case of a Grant that is or would be treated as “deferred compensation” for purposes of Section 409A of the Code, only to the extent permitted by guidance issued under Section 409A of the Code); provided that, except as otherwise provided in Sections 12 or 13 or in an Award Agreement, no such amendment shall adversely affect in a material manner any right of a participant under the Grant without his or her written consent, and further provided that the Committee shall not reduce the Exercise Price of any options awarded under the Plan. The Committee may, in its discretion, permit holders of Grants under the Plan to surrender outstanding Grants in order to exercise or realize rights under other Grants, or in exchange for new Grants, or require holders of Grants to surrender outstanding Grants as a condition precedent to the receipt of new Grants under the Plan, but only if

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such surrender, exercise, realization, exchange or Grant (a) is not treated as a payment of, and does not cause a Grant to be treated as, deferred compensation for the purposes of Section 409A of the Code or (b) is permitted under guidance issued pursuant to Section 409A of the Code.

          15. Termination Date.

                    Unless previously terminated upon the adoption of a resolution of the Board of Directors terminating the Plan, the Plan shall terminate at the close of business on August 1, 2016. Subject to the provisions of an Award Agreement, which may be more restrictive, no termination of the Plan shall materially and adversely affect any of the rights or obligations of any person, without his or her written consent, under any Grant of options or other incentives theretofore granted under the Plan.

          16. Severability.

                    Whenever possible, each provision of the Plan shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Plan is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of the Plan.

          17. Governing Law.

                    The Plan shall be governed by the corporate laws of the State of Delaware, without giving effect to any choice of law provisions that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

          18. Compliance Amendments.

                    Except as otherwise provided in an Award Agreement, notwithstanding any of the foregoing provisions of the Plan, and in addition to the powers of amendment set forth in Sections 13 and 14 hereof, the provisions hereof and the provisions of any award made hereunder may be amended unilaterally by the Company from time to time to the extent necessary (and only to the extent necessary) to prevent the implementation, application or existence (as the case may be) of any such provision from (i) requiring the inclusion of any compensation deferred pursuant to the provisions of the Plan (or an award thereunder) in a participant’s gross income pursuant to Section 409A of the Code, and the regulations issued thereunder from time to time and/or (ii) inadvertently causing any award hereunder to be treated as providing for the deferral of compensation pursuant to such Code section and regulations.

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EX-10.9

Exhibit 10.9

Execution Copy

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

          This Employment Agreement (this “Agreement”) is entered into as of August 1, 2006 by and among Douglas A. Waugaman (“Executive”), Mobile Storage Group, Inc., a Delaware corporation (“Company”) and MSG WC Holdings Corp. (“Holdings”), a Delaware corporation.

          WHEREAS, the parties hereto are party to that certain Employment Agreement, by and among Company and Executive, dated as of January 20, 2006 (the “Original Agreement”);

          WHEREAS, Holdings, MSG WC Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Holdings (the “Merger Sub”), Mobile Services Group, Inc., a Delaware corporation (“Mobile Services”), and Windward Capital Management, LLC, a Delaware limited liability company, are parties to that certain Agreement and Plan of Merger dated as of May 24, 2006 and as amended June 9, 2006, whereby, among other things, the Merger Sub shall merge with and into Mobile Services (the “Merger”) with Mobile Services surviving the Merger;

          WHEREAS, Company, a wholly-owned subsidiary of Mobile Services, desires Executive to continue to serve as President and Chief Executive Officer of Company following the Merger, and Executive desires to continue to serve as President and Chief Executive Officer of Company following the Merger for the term and upon the other conditions hereinafter set forth; and

          WHEREAS, the parties hereto desire to amend and restate the Original Agreement;

          NOW, THEREFORE, in consideration of the agreements and covenants contained herein, Executive and Company hereby agree as follows:

ARTICLE 1
Employment

          Section 1.1 Position; Term; Condition Precedent, Responsibilities. Company and Holdings shall employ Executive as its President and Chief Executive Officer for a term commencing on August 1, 2006 (the “Commencement Date”) and ending on the date that the term of employment is terminated pursuant to Article 3 (the “Termination Date”). The term of employment as prescribed in this Section 1.1 is hereinafter called the “Employment Period”. Subject to the powers, authorities and responsibilities vested in the Board of Directors of Company (the “Board”) and in duly constituted committees of the Board under the Delaware General Corporation Law and Company’s Certificate of Incorporation and Bylaws, Executive shall have the responsibilities assigned to him by the Board, including the execution of the business plans. Executive shall report directly to the Board. Executive shall also perform such other executive and administrative duties as Executive may reasonably be expected to be capable of performing on behalf of Company and its subsidiaries, as may from time to time be authorized or requested by the Board. Executive agrees to be employed by Company in all such capacities for the Employment Period, subject to all the covenants and conditions hereinafter set forth.

          Section 1.2 Faithful Performance. During the Employment Period, Executive shall perform faithfully the duties assigned to him hereunder to the best of his abilities and devote

substantially all of his business time and attention to the transaction of the business of Company and its subsidiaries and not engage in any other business activities except with the approval of the Board. Executive covenants, warrants and represents to Company that he shall: (i) devote his best efforts to the fulfillment of his employment obligations; (ii) exercise the highest degree of loyalty and the highest ethical standards of conduct in the performance of his duties; and (iii) do nothing which Executive knows or should know will harm, in any way, the business or reputation of Company or any of its subsidiaries.

          Section 1.3 Board Participation. During the Employment Period, Executive shall serve as a member of the Board of Directors of both Holdings and Company (collectively, the “Boards”). Upon the termination or expiration of the Employment Period, Executive shall immediately resign as a member of the Boards.

ARTICLE 2
Compensation

          Section 2.1 Basic Compensation. As compensation for his services hereunder, Company shall pay to Executive during the Employment Period an annual salary of $350,000 (the “Base Salary”), payable in installments in accordance with Company’s normal payment schedule for senior management of Company, subject to payroll deductions as may be necessary or customary in respect of Company’s salaried employees and five percent of which, as contemplated by the Original Agreement, is paid in consideration for Executive having signed and being bound by the Employee Proprietary Information and Inventions Agreement. Executive’s annual salary in effect from time to time under this Section 2.1 is hereinafter called his “Basic Compensation”. Such Basic Compensation shall be determined on a pro rata basis for any period described in Article 3 that is not equal to 12 months.

          Section 2.2 Discretionary Incentive Compensation. Beginning with the 2007 fiscal year, an additional discretionary bonus of up to 100% of Base Salary may be paid to Executive upon the achievement of certain targeted financial results and operational and strategic objectives as determined by the compensation committee of the Board (the “Compensation Committee”) as part of each annual budget. Such targets and objectives shall be established in Company’s annual budget process, and any discretionary bonus payable hereunder shall be payable within 30 days after finalization of Company’s audited financial statements for the fiscal year with respect to which such targets or objectives relate, subject to final Compensation Committee approval. The Discretionary Bonus shall be determined on a pro rata basis for any period described in Article 3 that is not equal to twelve months. For the 2006 fiscal year, an additional discretionary bonus (the “FY2006 Bonus”) of up to 50% of Base Salary may be paid to Executive by Company in accordance with the terms of Company’s 2006 executive bonus plan, a copy of which is attached hereto as Exhibit A. The FY 2006 Bonus, if any, shall be payable within 30 days after finalization of Company’s audited financial statements for the 2006 fiscal year, subject to final Compensation Committee approval.

          Section 2.3 Other Employee Benefits. Executive shall be entitled as of the Commencement Date to participate in all employee benefit plans, including group health care and disability plans of Company, to take up to four weeks of paid time off for vacation and to receive all such fringe benefits (including 401(k) savings plan) as are from time to time made

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generally available to the senior management of Company. Company shall pay all costs of the participation of Executive and the immediate family of Executive in the group health care plan and dental plan of Company, except for payment of co-payments and deductibles, which shall be paid by Executive. During the Employment Period Company shall reimburse Executive for the cost of (i) annual premiums for life insurance policies not to exceed $5,000 per annum, (ii) the cost of disability insurance policy premiums not to exceed $10,000 per annum and (iii) professional dues and association fees not to exceed $2,000 per annum. Company shall pay Executive a car allowance of $450 per month.

          Section 2.4 Expense Reimbursements. Company shall reimburse Executive for all proper expenses reasonably incurred by him in the performance of his duties hereunder in accordance with the policies and procedures established by the Board, including, without limitation, reasonable travel and lodging expenses incurred by Executive during the Employment Period in connection with commuting between his residence in Arizona and the executive offices of Company. Company shall reimburse Executive for the following expenses, plus a gross up factor for all taxes incurred by Executive, during the Employment Period if Executive is required by Company to relocate from his primary residence in Arizona (“Relocation Expenses”): (i) commissions and closing costs incurred as a result of the sale of the primary residence of Executive, (ii) packing and moving costs incurred in connection with moving Executive and his immediate family, (iii) up to 30 days of temporary housing for Executive and his immediate family and (iv) fees and expenses incurred to finance the purchase of a new primary residence.

ARTICLE 3
Termination of Employment

          Section 3.1 Events of Termination.

                    (a) Termination for Cause, Breach of Article 4 or Voluntary Termination. In the event during the Employment Period there should occur any of the following: (i) “Cause” (as hereinafter defined) of Executive, (ii) the breach by Executive of Article 4 (as determined by the Board) or (iii) Executive chooses to terminate his employment with Company, the Board or Executive, as applicable, may elect to terminate Executive’s employment by written notice to the other party.

                    In the event the Board or Executive exercises its election to terminate Executive’s employment with Company pursuant to this Section 3.1(a), the Employment Period shall terminate effective with such notice, and Executive shall be entitled to receive: (1) any accrued but unpaid amounts under Section 2.1 (“Accrued Salary”), (2) a pro rata portion, based on the number of days worked in the year in which Executive’s employment is terminated, of the discretionary bonus, as contemplated by Section 2.2 (the “Discretionary Bonus”), for the year in which Executive’s employment is terminated based upon Company’s actual performance relative to the specified performance objectives established by the Compensation Committee for the fiscal year during which the termination of Executive’s employment occurs, such determination as to whether the specified performance objectives have been satisfied will be (x) made by the Board (excluding Executive if Executive is a member of the Board as of the Termination Date),

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(y) based upon Executive’s achievement of the specified performance objectives for the relevant fiscal year and (z) to the extent appropriate, based upon Company’s audited financial statements for the relevant fiscal year (the “Prorated Annual Bonus”) and (3) any incurred but unreimbursed expenses under Section 2.4, in each case through the Termination Date less standard withholdings for tax and social security purposes (and except as otherwise provided). To the extent any Prorated Annual Bonus is payable under this Agreement, such amount will be paid at the same time as the Discretionary Bonus would have been paid had Executive’s employment not been terminated. Amounts due and payable to Executive under this Agreement following Executive’s termination of the nature described in clauses (1) - (3) above shall be paid in accordance with Company’s payroll procedures for senior management as if Executive’s employment had continued for such period.

                    (b) Termination for Disability, Without Cause, or for Good Reason. In the event during the Employment Period there should occur either: (i) a “Disability” (as hereinafter defined) of Executive or (ii) Good Reason, or the Board shall determine to terminate Executive without Cause, the Board or the Executive, as applicable, may elect to terminate Executive’s employment by written notice to the other party.

                    In the event the Board or Executive exercises its election to terminate Executive’s employment with Company pursuant to this Section 3.1(b), the Employment Period shall terminate effective with such notice, and Executive shall be entitled to: (1) receive any Accrued Salary, (2) receive the Prorated Annual Bonus, if any, (3) receive any incurred but unreimbursed expenses under Section 2.4, (4) receive payments equal to the Basic Compensation, as determined pursuant to Section 2.1, payable in monthly installments for a period of 18 months after the Termination Date (“Continuing salary”), (5) participate in Company paid or reimbursed insurance benefits described in Section 2.3 for a period of 18 months ending on the 18 month anniversary of the Termination Date, including but not limited to, life insurance, disability insurance and such benefits as may be required to be provided by Company under the Comprehensive Omnibus Budget Reconciliation Act (“COBRA”); provided, however, that Executive’s right to participate in insurance benefits shall terminate in the event Executive obtains new employment and has the ability to obtain comparable insurance benefits through such new employment (“Continuing Benefits”) and (6) participate at Executive’s expense in such benefits as may be required to be provided by Company under COBRA for a period of 18 months commencing on the 18 month anniversary of the Termination Date and ending 36 months after the Termination Date (“COBRA Benefits”). Amounts due and payable to Executive under this Agreement following Executive’s termination of the nature described in clauses (3) and (4) above are paid in partial consideration for Executive’s compliance with the covenants set forth in Section 4.1.

                    (c) Termination for Death. In the event of the death of Executive during the Employment Period, this Agreement shall be deemed immediately terminated and his Designated Successors shall be entitled to: (1) receive any Accrued Salary, (2) receive the Prorated Annual Bonus, if any, (3) receive any incurred but unreimbursed expenses under Section 2.4, (4) receive Continuing Salary, (5) receive Continuing Benefits; provided, that only those family members of Executive who were participating in any of the insurance benefits described in Section.2.3 on the Termination Date shall continue to participate in such insurance benefits (the “Eligible Family Members”), and (6) participate at the Eligible Family Members’ expense in COBRA Benefits.

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          Section 3.2 Definitions of Certain Terms.

                    (a) “Cause” used in connection with the termination of employment of Executive shall mean a termination due to a finding by the Board in good faith that such Executive has (i) committed a felony or a crime involving moral turpitude, (ii) committed any other material act or omission involving dishonesty of fraud (A) with respect to Company or its subsidiaries or (B) materially adversely affecting the reputation or standing of Company or its subsidiaries, (iii) engaged in material acts constituting gross negligence or willful misconduct with respect to Company or its subsidiaries or (iv) materially or repeatedly breached a material Company policy established by the Board that is generally applicable to all employees of Company. Executive shall be given written notice that Company intends to terminate employment for Cause after which he shall have (x) 30 days to cure, if curable, the acts or omissions that serve as the basis for termination of employment and (y) the right to appear before the Board (with counsel if he so chooses) within such 30 day period in order to appeal the Board’s determination that Executive shall be terminated for Cause.

                    (b) “Designated Successors” shall mean such person or persons or the executors, administrators or other legal representatives of such person or persons (and in such order of priority) as Executive may have designated in a written instrument filed with the Secretary of Company.

                    (c) “Disability” shall mean (i) the inability of Executive to substantially render to Company the services required by Company under this Agreement for more than 90 days out of any consecutive 150-day period because of mental or physical illness or incapacity, as determined by a physician, mutually agreed upon by Executive (or Executive’s legal guardian or custodian, if applicable) and Company (a “Physician”), (ii) Executive being “totally disabled” or “permanently disabled” (or has a comparable condition, if applicable) as such terms are defined in Company’s long term disability insurance policy in effect at the time of such determination or (iii) Executive’s development of any illness that is likely to result in either death or a condition described in clause (ii) above, as determined by a Physician. The date of such Disability shall be on the last day of such 90-day period.

                    (d) “Good Reason” used in connection with the termination of employment by Executive shall mean a termination within 45 days following the date of, as applicable, (A) any of the following events or (B) the end of any cure period referenced below with respect to any of the following events:

                              (i) the assignment to Executive of any material duties that are materially inconsistent with Executive’s title and position, authority, duties or responsibilities as contemplated by Section 1.1 of this Agreement, or any other action by Company which directly results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose any isolated, insubstantial and inadvertent action not taken in bad faith and where such diminution, if curable, is not cured within 30 days after written notice thereof is provided by Executive;

                              (ii) a reduction in Executive’s Basic Compensation (provided, that an “across the board” reduction in Basic Compensation and/or bonus opportunities affecting all

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senior executive employees of Company on a substantially similar basis shall not constitute “Good Reason”) or opportunity to receive the Discretionary Bonus, which reduction is not related to any failure by Executive to satisfy certain targeted financial results and operational and strategic objectives as established by the Board and where such failure, if curable, is not cured within 30 days after written notice thereof is provided by Executive; or

                              (iii) a material breach by Company of its obligations under this Agreement and where such breach, if curable, is not cured within 30 days after written notice thereof is provided by Executive.

          Section 3.3 409A Considerations. Executive and Company agree to use commercially reasonable efforts to cooperate, including by restructuring the timing of payments under this Agreement, to avoid the imposition of any additional tax, penalty or interest charge under Section 409A in respect of payments to Executive under this Agreement.

ARTICLE 4
Non-Competition; Confidential Information

          Section 4.1 Non-Competition.

                    (a) From the date hereof until the date that is 18 months after the Termination Date (the “Non-Competition Period”), Executive:

                              (i) shall not engage, directly or indirectly, in any activities whether as employer, proprietor, partner, shareholder (other than the holder of less than 5% of the stock of a corporation, the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee or otherwise, with any entity or person engaged, in competition with Company Business (as defined below) within the United States, the United Kingdom, Canada and any other country in which Company operates;

                              (ii) shall not solicit, directly or indirectly, any person who is a customer or supplier of Company, any of its affiliates or Holdings, MSG WC Acquisition Corp., Welsh, Carson, Anderson & Stowe X, L.P. (“WCAS X”) or WCAS Capital Partners IV, L.P. (together with WCAS X, “WCAS”) for the purpose of acquiring, marketing, leasing, renting or selling mobile or fixed storage containers, storage trailers, cartage trailers or modular offices (the “Company Business”); and

                              (iii) shall not induce or actively attempt to persuade any employee of Company, any of its affiliates or WCAS to terminate his employment relationship in order to enter into any competitive employment.

                    (b) Except as required by law, Executive shall not, at any time during the Employment Period, the Non-Competition Period or thereafter, make use of any confidential information of Company, WCAS or any of their respective affiliates, nor divulge any trade secrets or proprietary or confidential information of Company, WCAS or any of their respective affiliates (including, without limitation, information relating to customers, suppliers, contracts, business plans and developments, discoveries, processes, products, systems, know-how, books and records), except to the extent that such information becomes a matter of public record (other

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than as a result of disclosure by Executive), is published in a newspaper, magazine or other periodical available to the general public or as WCAS may so authorize in writing; provided, however, during the Employment Period Executive shall be permitted to make use of confidential information in the execution of his duties under this Agreement. When Executive shall cease to be employed by Company, Executive shall surrender to Company or WCAS all records and other documents obtained by him or entrusted to him during the course of his employment hereunder (together with all copies thereof) which pertain to the business of Company or WCAS or which were paid for by Company other than Executive’s counterparts of this Agreement and employment-related documents referred to herein.

                    (c) The covenants contained in clauses (i), (ii) and (iii) of Section 4.l(a) shall apply within all territories in which Company is actively engaged in the conduct of business during the Non-Competition Period.

                    (d) It is the desire and intent of the parties that the provisions of Sections 4.1(a) and 4.1(b) shall be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of Sections 4.1(a) or 4.1(b) shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, should any court determine that the provisions of Sections 4.1(a) or 4.1(b) shall be unenforceable with respect to scope, duration or geographic area, such court shall be empowered to substitute, to the extent enforceable, provisions similar hereto or other provisions so as to provide to Company and WCAS, to the fullest extent permitted by applicable law, the benefits intended by Sections 4.1(a) and 4.1(b).

                    (e) The covenants contained in Section 4.1(b) shall survive the conclusion of Executive’s employment by Company and/or his service as an officer of Company.

                    (f) If, at any time, Executive sells or transfers any securities of Company to Company or to any then-current shareholder of Company (a “Repurchase”), such Repurchase shall serve as additional consideration for Executive’s compliance with the restrictions during the Non-Competition Period provided for under this Section 4.1;

                    (g) In the event Executive violates any provision of this Agreement, the running of the time period of such provisions so violated shall be automatically suspended upon the date of such violation and shall resume on the date such violation ceases and all appeals, if any, are resolved.

                    (h) Executive acknowledges and agrees that the covenants, obligations and agreements of Executive contained herein relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements shall cause Company and its successors irreparable injury for which adequate remedies are not available at law. In the event of a breach or threatened breach by Executive of any provision of this Section 4.1, Company and its successors, without proving actual damages shall be entitled to seek an injunction (without the requirement to post bond) restraining Executive from (a) soliciting or

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interfering with employees, consultants, independent contractors, customers or suppliers of Company, its affiliates or their respective successors, (b) disclosing, in whole or in part, the private, secret and confidential information described herein, or from rendering any services to any person, firm, corporation, association or other entity to whom such information has been disclosed, or is threatened to be disclosed, (c) engaging, participating or otherwise being connected with any arrangement in competition with Company’s business of leasing and selling storage containers, storage trailers, cartage trailers and mobile offices or (d) otherwise violating the provisions of this Section 4.1. Nothing herein contained shall be construed as prohibiting Company or its successors from pursuing any other remedies available to it or them for such breach or threatened breach, including without limitation the recovery of damages from Executive.

                    (i) Executive acknowledges and agrees that (i) he has and will have a prominent role in the management, and the development of the goodwill, of Company and its affiliates and has and will establish and develop relations and contacts with the principal customers and suppliers of Company and its affiliates in the United States and the rest of the world, if any, all of which constitute valuable goodwill of, and could be used by Executive to compete unfairly with, Company and its affiliates, (ii) Executive has obtained confidential and proprietary information and trade secrets concerning the business and operations of Company and its affiliates in the United States and the rest of the world that could be used to compete unfairly with Company and its affiliates, (iii) the covenants and restrictions contained herein are intended to protect the legitimate interests of Company and its affiliates in their respective goodwill, trade secrets and other confidential and proprietary information and (iv) Executive desires to be bound by such covenants and restrictions.

                    (j) Executive represents that his economic means and circumstances are such that the provisions of this Agreement, including the restrictive covenants herein, will not prevent him from providing for himself and his family on a basis satisfactory to him and them.

                    (k) If Executive raises any question as to the enforceability of any part or terms of this Agreement, including, without limitation, the restrictive covenants contained herein, Executive agrees that he will comply fully with this Agreement unless and until the entry of an award to the contrary.

ARTICLE 5
Miscellaneous

          Section 5.l Notices. Any notice or request required or permitted to be given hereunder shall be sufficient if in Writing and delivered personally or sent by registered or certified mail, return receipt requested, as follows: if to Executive, to his address as set forth in the records of Company, and if to Company, to Company’s address hereinabove set forth, or to any other address designated by either party by notice similarly given. Such notice shall be deemed to have been given upon the personal delivery or such mailing thereof, as the case may be.

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          Section 5.2 Survival. Sections 3.1 and 4.1 and Article 5 of this Agreement shall survive and continue in full force in accordance with their respective terms notwithstanding the expiration or termination of the Employment Period.

          Section 5.3 Authority; No Conflict. Executive represents and warrants to Company that he has full right and authority to execute and deliver this Agreement and to comply with the terms and provisions hereof and that the execution and delivery of this Agreement and compliance with the terms and provisions hereof by Executive will not conflict with or result in a breach of the terms, conditions or provisions of any agreement, restriction or obligation by which Executive is bound.

          Section 5.4 Assignment and Succession. The rights and obligations of Company under this Agreement shall inure to the benefit of and be binding upon its respective successors and assigns, and Executive’s rights and obligations hereunder shall inure to the benefit of and be binding upon his Designated Successors. Executive may not assign any obligations or responsibilities he has under this Agreement.

          Section 5.5 Headings. The Article, Section, paragraph and subparagraph headings are for convenience of reference only and shall not define or limit the provisions hereof.

          Section 5.6 Tax Withholding. Company may withhold from any amounts payable under this Agreement all Federal, state, city or other taxes as may be required pursuant to any law, regulation or ruling.

          Section 5.7 Applicable Law. This Agreement shall at all times be governed by and construed, interpreted and enforced in accordance with the internal laws (as opposed to conflict or choice of laws provisions) of the State of Delaware. Each party hereto irrevocably submits to the exclusive jurisdiction of any state or Federal court located within the State of Arizona for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby, and agrees to commence any such action, suit or proceeding only in such courts. Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth herein shall be effective service of process for any such action, suit or proceeding. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

          Section 5.8 Waiver. No waiver of any right or remedy of either party hereto under this Agreement shall be effective unless in writing, specifying such waiver, executed by such party. A waiver by either party hereto of any of its rights or remedies under this Agreement on any occasion shall not be a bar to the exercise of same right or remedy on any subsequent occasion or of any other right or remedy at any time.

          Section 5.9 Amendment or Modification. This Agreement may be amended, altered, or modified only by writing, specifying such amendment, alteration or modification, executed by all of the parties.

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          Section 5.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument.

          Section 5.11 Entire Agreement. This Agreement constitutes the entire Agreement between the parties regarding the subject matter hereof, and supersedes all prior or contemporaneous negotiations, understandings or agreements of the parties, whether written or oral, with respect to such subject matter.

          Section 5.12 Section 280G. Holdings represents and warrants that persons holding more than 75% of the voting power of Holdings have, prior to the Commencement Date, approved the payments and benefits payable to Executive under this Agreement and the award agreement (the “Option Agreement”) entered by and between Executive and Holdings pursuant to the MSG WC Holdings 2006 Stock Option Plan in accordance with the requirements under Section 280G(b)(5)(B) of the Code. Anything in this Agreement to the contrary notwithstanding except the following sentence, in the event it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of Executive, whether paid or payable pursuant to this Agreement (including, without limitation, the accelerated vesting of equity awards held by Executive) or otherwise, would be subject to the excise tax imposed by Section 4999 of the Code (the “280G Payments”), then Executive shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount such that, after payment by Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and excise tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the excise tax imposed upon the 280G Payments. If (x) WCAS together with its affiliates controls in excess of fifty percent (50%) of the voting power of Holdings, (y) persons holding at least 75% of the voting power of Holdings request Executive to waive his rights to any payments that would give rise to the imposition of the excise tax under Section 4999 of the Code in order to subject them to the shareholder vote required by Section 280G and applicable Treasury Regulations thereunder, and (z) Executive refuses to waive his entitlement as requested, then Executive shall be entitled to an amount equal to one-half of the Gross-Up Payment.

          Section 5.13 Stock Appraisal Rights. If upon termination of Executive’s employment, Holdings or a designee thereof exercises its option to repurchase all or any part of Executive’s shares of capital stock in Company (the “Common Stock”) held or owned by Executive or Executive’s Permitted Transferees (as defined in the Stockholders Agreement, dated August 1, 2006, between the Company and certain stockholders signatory thereto (as amended, restate or supplemented from time to time)), Holdings shall repurchase such Common Stock at the Fair Market Value. For purposes of this Section 5.13, “Fair Market Value” of a share of Common Stock means, as of the date in which Fair Market Value is to be determined, the average of the officially-quoted closing selling prices of the Common Stock (or if no selling prices are quoted, the bid price) on the principal securities exchange or market on which the Common Stock is then listed for trading (the “Market”) for the 30 trading days immediately prior to the date in question or, if the Common Stock is not then listed ox quoted in the Market, the Fair Market Value shall be the fair value of the Common Stock determined in good faith by the Board of Directors of Holdings (the “Holdings Board”) using any reasonable method; provided, however, that when shares received upon exercise of an option are immediately sold in the open market, the net sale

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price received may be used to determine the Fair Market Value of any shares used to pay the exercise price or applicable withholding taxes and to compute the withholding taxes; further provided, however, that the Holdings Board shall:

          (A) give due consideration to such factors as it deems appropriate, including, but not limited to, the earnings and other financial and operating information of Company in recent periods, the potential value of Company as a whole, the future prospects of Company and the industries in which it competes, the history and management of Company, the fair market value of securities of companies engaged in businesses similar to those of Company, and any recent valuation of the Common Stock that shall have been performed by an independent valuation firm;

          (B) not give effect to any restrictions on transfer or lack of marketability, reduce the value for any control premium that might otherwise be available, or take into account the fact that stock options or shares of Common Stock would represent a minority interest;

          (C) value the Senior Unsecured Notes and Mezzanine Notes (both such terms as defined in the Credit Agreement, dated as of August 1, 2006, by and among certain financial institutions, Mobile Storage, Mobile Services and Holdings) based solely on the liquidation preference, accrued and unpaid dividends as of the date of determination.

          If Executive or any Permitted Transferee disagrees with the determination of the Fair Market Value by the Board of Directors, Executive or such Permitted Transferee, as applicable, must notify the Board of Directors within 30 days of the receipt of notice of such value, and the parties shall attempt to agree on Fair Market Value for a period of 30 days. If the parties are unable to reach an agreement, each of them shall within ten (10) days nominate an independent appraiser skilled in valuing securities similar to the Common Stock, and the two (2) appraisers so nominated shall appoint a third appraiser within ten (10) days. The third appraiser shall determine the Fair Market Value, and such determination shall he conclusive and binding on all parties. Each party shall bear the costs for the independent appraiser that it appoints. If the Fair Market Value as determined by the third appraiser is equal to one hundred and ten percent (110%) (the “110% Threshold”) or greater of the Fair Market Value as determined by the Holdings Board, then Holdings shall bear the costs for the third appraiser, and if the Fair Market Value as determined by the third appraiser is less than the 110% Threshold, then Executive shall bear the costs for the third appraiser.

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          IN WITNESS WHEREOF, Company has caused this Agreement to be signed by its respective duly authorized officer and Executive has signed this Agreement as of the day and year first above written.

EXECUTIVE
Douglas A. Waugaman
COMPANY
MOBILE STORAGE GROUP, INC.
By:
	Name: Christopher A. Wilson
	Title: Assistant Secretary

Signature Page to Waugaman Employment Agreement

          IN WITNESS WHEREOF, Company has caused this Agreement to be signed by its respective duly authorized officer and Executive has signed this Agreement as of the day and year first above written.

EXECUTIVE
Douglas A. Waugaman
COMPANY
MOBILE STORAGE GROUP, INC.
By:
	Name: Christopher A. Wilson
	Title: Assistant Secretary

Signature Page to Waugaman Employment Agreement

          IN WITNESS WHEREOF, Company has caused this Agreement to be signed by its respective duly authorized officer and Executive has signed this Agreement as of the day and year first above written.

EXECUTIVE
Douglas A. Waugaman
COMPANY
MOBILE STORAGE GROUP, INC.
By:
	Name: Christopher A. Wilson
	Title: Assistant Secretary

Signature Page to Waugaman Employment Agreement

EX-10.10

Exhibit 10.10

EMPLOYMENT AGREEMENT

          This Employment Agreement (this “Agreement”) is entered into as of October 4, 2005 by and between Allan A. Villegas (“Executive”) and Mobile Storage Group, Inc., a Delaware corporation (“Company”).

          WHEREAS, Company and Executive desire that Executive serve as the Chief Financial Officer of Company for the term and upon the other conditions hereinafter set forth.

          NOW, THEREFORE, in consideration of the agreements and covenants contained herein, Executive and Company hereby agree as follows:

ARTICLE 1
Employment

          Section 1.1. Position; Term; Condition Precedent; Responsibilities. Company shall employ Executive as its Chief Financial Officer based in Burbank, California for a term commencing on the date Executive commences work for Company which shall be no later than November 7, 2005 (the “Commencement Date”) and ending on the date this Agreement is terminated pursuant to Article 3. The term of employment as prescribed in this Section 1.1 is hereinafter called the “Employment Period”. Subject to the powers, authorities and responsibilities vested in the Board of Directors (“Board”) of Company and in duly constituted committees of Board under the Delaware General Corporations Law and Company’s Certificate of Incorporation and Bylaws, Executive shall have the responsibilities assigned to him by the President and Chief Executive Officer of Company, including the execution of the business plans, and shall report to the President and Chief Executive Officer of Company. Executive shall also perform such other executive and administrative duties as the Executive may reasonably be expected to be capable of performing on behalf of Company and its subsidiaries, as may from time to time be authorized or requested by the President and Chief Executive Officer. Executive agrees to be employed by Company in all such capacities for the Employment Period, subject to all the covenants and conditions hereinafter set forth.

          Section 1.2. Faithful Performance. During the Employment Period, Executive shall perform faithfully the duties assigned to him hereunder to the best of his abilities and devote substantially all of his business time and attention to the transaction of the business of Company and its subsidiaries and not engage in any other business activities except with the approval of the Board. Executive covenants, warrants and represents to Company that he shall: (i) devote his best efforts to the fulfillment of his employment obligations; (ii) exercise the highest degree of loyalty and the highest ethical standards of conduct in the performance of his duties; and (iii) do nothing which Executive knows or should know will harm, in any way, the business or reputation of Company or any of its subsidiaries.

ARTICLE 2
Compensation

          Section 2.1. Basic Compensation. As compensation for his services hereunder, Company shall pay to Executive during the Employment Period an annual salary of $200,000 (the “Base Salary”), payable in installments in accordance with Company’s normal payment schedule for senior management of Company and subject to payroll deductions as may be necessary or customary in respect of Company’s salaried employees. Executive’s annual salary in effect from time to time under this Section 2.1 is hereinafter called his “Basic Compensation”. Such Basic Compensation shall be determined on a pro rata basis for any period described in Article 3 which is not equal to one year.

          Section 2.2. Discretionary Incentive Compensation; Commencement Bonus. For 2005 Executive shall participate in the Company Executive Bonus Plan under which Executive shall be eligible for a bonus equal to up to 50% of Base Salary pro-rated based on the number of days in the Employment Period during 2005 and based upon the achievement of certain targeted financial results and operational and strategic objectives as determined by the Compensation Committee as part of the 2005 annual budget. Such targets and objectives shall be established in Company’s annual budget process, and any discretionary bonus payable hereunder shall be payable within 30 days after finalization of Company’s audited financial statements for the immediately preceding fiscal year, subject to final Board approval. Any discretionary bonus paid to Executive hereunder shall be referred to herein as a “Discretionary Bonus.” The Company shall pay Executive a bonus of $7,000 upon the completion by Executive of the first day of work during the Employment Period.

          Section 2.3. Stock Options; Stockholders Agreement. Executive shall be eligible to receive options to acquire shares of common stock pursuant to the Mobile Services Group 2005 Stock Incentive Plan (the “Plan”), based upon and subject to the discretion of Board. Subject to the fiduciary duties of Company’s Board under applicable law as advised by counsel, Board (or its Executive or Compensation Committee, if any) shall adopt a stock option agreement setting forth the terms of any options granted and the grant shall be subject to the execution by Executive and Company of such agreement. Executive shall execute and agree to abide by the terms of the Company’s Stockholders Agreement.

          Section 2.4. Other Employee Benefits. The Executive shall be entitled to participate in all employee benefit plans, including group health care plans, disability plans and life insurance plans of Company, to take up to three weeks of time off for vacation in addition to the standard number of days for illness and personal reasons under Company policy and to receive all such fringe benefits (including 401(k) savings plan) as are from time to time made generally available to the senior management of Company. During the Employment Period, Company shall reimburse Executive up to $450 per month for the costs incurred to lease, insure, maintain and purchase fuel for a vehicle for use by Executive. Company shall pay all costs of the participation of Executive and the immediately family of Executive in the group health care plan and dental plan of Company, except for payment of co-payments and deductibles which shall be paid by Executive. Until the earlier of (i) 90 days after the date of this Agreement or (ii) the date that Executive and the immediate family of Executive first become eligible for participation in the

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health benefit plan of Company, Company shall pay the cost of such benefits as may be required to be provided to Executive and the immediate family of Executive by American Reprographics Company under the Comprehensive Omnibus Budget Reconciliation Act.

          Section 2.5. Expense Reimbursements. Company shall reimburse Executive for all proper expenses reasonably incurred by him in the performance of his duties hereunder in accordance with the policies and procedures established by Board.

ARTICLE 3
Termination of Employment

          Section 3.1. Events of Termination.

          (a) In the event during the Employment Period there should occur any of the following (as determined by the Board): (i) the “Disability” (as hereinafter defined) of the Executive, (ii) “Cause” (as hereinafter defined) of the Executive or (iii) the breach by Executive of the terms of Article 4 of this Agreement, Board may elect to terminate the rights and obligations of the parties hereunder by written notice to Executive, except as otherwise provided in this Section 3.1. In the event Board exercises its election to terminate Executive pursuant to this Section 3.1, the Employment Period shall terminate effective with such notice, and Executive shall be entitled to receive any accrued but unpaid amounts under Section 2.1 and any incurred but unreimbursed expenses under Section 2.5, in each case through the effective date of such termination, less standard withholdings for tax and social security purposes. Except as set forth in Section 3.1(b) and as otherwise required under any applicable benefit plan or statute, the Executive shall not be entitled to receive any other amount under this Agreement.

          (b) In the case of (i) termination of this Agreement pursuant to Section 3.l(a)(i), (ii) termination of this Agreement without Cause or (iii) termination pursuant to Section 3.3 for “Good Reason”, the Executive shall be entitled to: (A) participate in the insurance benefits described in Section 2.4 for a period of twelve months from the date of the termination of this Agreement (the “Termination Date”); provided, however, that Executive’s right to participate in insurance benefits shall terminate in the event Executive obtains new employment and has the ability to obtain comparable insurance benefits through such new employment and (B) receive compensation equal to the Basic Compensation, as determined pursuant to Section 2.1, for a period of twelve months after the Termination Date. In each case such amounts shall be payable in accordance with Company’s payroll procedures for senior management and as if Executive’s employment had continued for such period.

          Section 3.2. Death. In the event of the death of Executive during the Employment Period, this Agreement shall be deemed immediately terminated and his Designated Successors shall be entitled to: (A) receive any accrued and unpaid compensation under Section 2.1, (B) receive reimbursement for any unreimbursed expenses under Section 2.5, and (C) receive the Discretionary Bonus, if any, as determined pursuant to Section 2.2, provided that the amount of such Discretionary Bonus shall be prorated to the date of termination, in each case less standard withholdings for tax and social security purposes. In each case, such amounts shall be payable in accordance with Company’s payroll procedures for senior management and as if Executive’s

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employment had continued for such period. In addition, family members of Executive who were participating in any of the insurance benefits described in Section 2.4 on the date of the termination of this Agreement shall continue to participate in such insurance benefits for a period commencing as of the termination of this Agreement and ending twelve months from the termination of this Agreement.

          Section 3.3. Voluntary Termination by Employee. If Executive chooses to terminate his employment with Company, Executive shall provide written notice to such effect to the Company’s Board, in which case the Employment Period shall terminate effective with such notice, and Executive shall be entitled to receive any accrued but unpaid amounts under Section 2.1 and any incurred but unreimbursed expenses under Section 2.5 less standard withholdings for tax and social security purposes, in each case through the effective date of such termination and, except as required under my applicable benefit plan or statute, Executive shall not be entitled to receive any other amount under this Agreement. A termination by Executive of his employment with Company will be considered to be for “Good Reason” if it follows, within a reasonable period of time thereafter, (x) a material breach of Company’s obligations under this Agreement, or (y) the President and Chief Executive Officer determines in his reasonable discretion that Executive terminated such employment for “Good Reason” under the circumstances then prevailing.

          Section 3.4. Definitions of Certain Terms.

          (a) “Cause” used in connection with the termination of employment of Executive shall mean a termination due to a finding by Board in good faith that such Executive has (i) failed to substantially perform Executive’s duties (as reasonably imposed by the Company) (other than failure resulting from Executive’s Disability), persisting for a reasonable period following the delivery to Executive of written notice specifying the details of any alleged failure to perform; (ii) violated or failed to comply in any material respect with the Company’s published rules, regulations or policies, as currently in effect or as may be adopted from time to time; (iii) breached this Agreement in any material respect; (iv) been charged or indicted for any felony offense or a misdemeanor offense involving fraud, theft or dishonesty at any time; or (v) been incarcerated during the term of this Agreement.

          (b) “Designated Successors” shall mean such person or persons or the executors, administrators or other legal representatives of such person or persons (and in such order of priority) as Executive may have designated in a written instrument filed with the Secretary of Company.

          (c) “Disability” shall mean the inability of Executive to substantially render to Company the services required by Company under this Agreement for more than 60 days out of any consecutive 120 day period because of mental or physical illness or incapacity, as determined in good faith by Board. The date of such Disability shall be on the last day of such 60-day period. Disability shall also mean the development of any illness which is likely to result in either death or Disability, as determined in good faith by Board.

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ARTICLE 4
Non-Competition; Confidential Information

          Section 4.1 Non-Competition.

                    (a) From the date hereof until the termination of the Employment Period (subject to extension as set forth below, the “Non-Competition Period”), Executive:

                               (i) shall not engage, directly or indirectly, in any activities whether as employer, proprietor, partner, stockholder (other than the holder of less than 5% of the stock of a corporation, the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee or otherwise, in competition within the United States, England and Canada with Company or any of its affiliates;

                               (ii) shall not solicit, directly or indirectly, any person who is a customer or supplier of Company, any of its affiliates or Windward Capital Partners II, L.P., Windward Capital II, LP, LLC, Windward/MSG Co-Invest, LLC and Windward Acquisition/MS, LLC (collectively, “Windward”) for the purpose of acquiring, marketing, leasing or selling mobile or fixed storage containers, storage trailers or mobile offices (the “Company Business”); and

                               (iii) shall not induce or actively attempt to persuade any employee of Company, any of its affiliates or Windward to terminate his employment relationship in order to enter into any competitive employment.

          (b) Except as required by law, Executive shall not, at any time during the Non-Competition Period or thereafter, make use of any confidential information of Company, Windward or any of their respective affiliates, nor divulge any trade secrets or proprietary or confidential information of Company, Windward or any of their respective affiliates (including, without limitation, information relating to customers, suppliers, contracts, business plans and developments, discoveries, processes, products, systems, know-how, books and records), except to the extent that such information becomes a matter of public record (other than as a result of disclosure by Executive), is published in a newspaper, magazine or other periodical available to the general public or as Windward may so authorize in writing. When Executive shall cease to be employed by Company, Executive shall surrender to Company or Windward all records and other documents obtained by him or entrusted to him during the course of his employment hereunder (together with all copies thereof) which pertain to the business of Company or Windward or which were paid for by Company other than the Executive’s counterparts of this Agreement and employment-related documents referred to herein.

          (c) The covenants contained in clauses (i) and (ii) of Section 4.l(a) shall apply within all territories in which Company is actively engaged in the conduct of business during the Non-Competition Period.

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          (e) It is the desire and intent of the parties that the provisions of Sections 4.1(a) and 4.l(b) shall be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of Sections 4.l(a) or 4.1(b) shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, should any court determine that the provisions of Sections 4.l(a) or 4.1(b) shall be unenforceable with respect to scope, duration or geographic area, such court shall be empowered to substitute, to the extent enforceable, provisions similar hereto or other provisions so as to provide to Company and Windward, to the fullest extent permitted by applicable law, the benefits intended by Sections 4.1(a) and 4.1(b).

          (f) The covenants contained in Section 4.l(b) shall survive the conclusion of Executive’s employment by the Company and/or his service as an officer of Company.

          (g) If, at any time, the Executive sells or transfers any securities of Company to Company or to any then-current stockholder of Company, a subsequent Non-Competition Period shall begin on the effective date of any such sale or transfer and expire on the first anniversary of such effective date; provided, however, that such subsequent Non-Competition Periods shall not extend beyond the tenth (10th) anniversary of the date hereof. Each and every provision of this Agreement applicable to Executive and Company during the original Non-Competition Period shall apply with equal force and effect to Executive and Company during such subsequent Non-Competition Period and any reference in this Agreement to the “Non-Competition Period” shall be deemed to include such subsequent Non-Competition Period.

          (h) In the event Executive violates any provision of this Agreement, the running of the time period of such provisions so violated shall be automatically suspended upon the date of such violation and shall resume on the date such violation ceases and all appeals, if any, are resolved.

          (i) Executive acknowledges and agrees that the covenants, obligations and agreements of Executive contained herein relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause Company and its successors irreparable injury for which adequate remedies are not available at law. In the event of a breach or threatened breach by Executive of any provision of this Agreement, Company and its successors, without proving actual damages, shall be entitled to an injunction (without the requirement to post bond) restraining Executive from (a) soliciting or interfering with employees, consultants, independent contractors, customers or suppliers of Company, its affiliates or their respective successors, (b) disclosing, in whole or in part, the private, secret and confidential information described herein, or from rendering any services to any person, firm, corporation, association or other entity to whom such information has been disclosed, or is threatened to be disclosed, (c) engaging, participating or otherwise being connected with any arrangement in competition with Company’s Business described in Section 4.1 or (d) otherwise violating the provisions of this Agreement. Nothing herein contained shall be construed as prohibiting Company or its successors from pursuing any other remedies

6

available to it or them for such breach or threatened breach, including, without limitation, the recovery of damages from Executive.

          (j) Executive acknowledges and agrees that he has and will have a prominent rule in the management, and the development of the goodwill, of Company and its affiliates and has and will establish and develop relations and contacts with the principal customers and suppliers of Company and its affiliates in the United States and the rest of the world, if any, all of which constitute valuable goodwill of, and could be used by Executive to compete unfairly with, Company and its affiliates and that (i) Executive has obtained confidential and proprietary information and trade secrets concerning the business and operations of Company and its affiliates in the United States and the rest of the world that could be used to compete unfairly with Company and its affiliates, (ii) the covenants and restrictions contained herein are intended to protect the legitimate interests of Company and its affiliates in their respective goodwill, trade secrets and other confidential and proprietary information, and (iii) Executive desires to be bound by such covenants and restrictions.

          (k) Executive represents that his economic means and circumstances are such that the provisions of this Agreement, including the restrictive covenants herein, will not prevent him from providing for himself and his family on a basis satisfactory to him and them.

          (l) If Executive raises any question as to the enforceability of any part or terms of this Agreement, including, without limitation, the restrictive covenants contained herein, Executive agrees that he will comply fully with this Agreement unless and until the entry of an award to the contrary.

ARTICLE 5
Miscellaneous

          Section 5.1. Notices. Any notice or request required or permitted to be given hereunder shall be sufficient if in writing and delivered personally or sent by registered or certified mail, return receipt requested, as follows: if to Executive, to his address as set forth in the records of Company, and if to Company, to Company’s address hereinabove set forth, or to any other address designated by either party by notice similarly given. Such notice shall be deemed to have been given upon the personal delivery or such mailing thereof, as the case may be.

          Section 5.2. Authority: No Conflict. Executive represents and warrants to Company that he has full right and authority to execute and deliver this Agreement and to comply with the terms and provisions hereof and that the execution and delivery of this Agreement and compliance with the terms and provisions hereof by Executive will not conflict with or result in a breach of the terms, conditions or provisions of any agreement, restriction or obligation by which Executive is bound.

          Section 5.3. Assignment and Succession. The rights and obligations of Company under this Agreement shall inure to the benefit of and be binding upon its respective successors and assigns, and Executive’s rights and obligations hereunder shall inure to the benefit of and be binding upon his Designated Successors. Executive may not assign any obligations or responsibilities he has under this Agreement.

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          Section 5.4. Headings. The Article, Section, paragraph and subparagraph headings are for convenience of reference only and shall not define or limit the provisions hereof.

          Section 5.5. Tax Withholding. Company may withhold from any amounts payable under this Agreement, including, without limitation, any Discretionary Bonus paid hereunder, all federal, state, city or other taxes as may be required pursuant to my law, regulation or ruling.

          Section 5.6. Applicable Law. This Agreement shall at all times be governed by and construed, interpreted and enforced in accordance with the internal laws (as opposed to conflict of laws provisions) of the State of California.

          Section 5.7. Waiver. No waiver of any right or remedy of either party hereto under this Agreement shall be effective unless in a writing, specifying such waiver, executed by such party. A waiver by either party hereto of any of its rights or remedies under this Agreement on any occasion shall not be a bar to the exercise of the same right or remedy on any subsequent occasion or of any other right or remedy at any time.

          Section 5.8. Amendment or Modification. This Agreement may be amended, altered, or modified only by a writing, specifying such amendment, alteration or modification, executed by all of the parties.

          Section 5.9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

          Section 5.10. Entire Agreement. This Agreement constitutes the entire Agreement between the parties regarding the subject matter hereof, and supersedes all prior or contemporaneous negotiations, understandings or agreements of the parties, whether written or oral, with respect to such subject matter.

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          IN WITNESS WHEREOF, Company has caused this Agreement to be executed by its respective duly authorized officer and Executive has executed this Agreement as of the day and year first above written.

EXECUTIVE
Allan A. Villegas
COMPANY
MOBILE STORAGE GROUP, INC., a Delaware corporation
By:
	Name: Douglas A. Waugaman
	Title:   President & Chief Executive Officer

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EX-10.11

Exhibit 10.11

EMPLOYMENT AGREEMENT

          This Employment Agreement (this “Agreement”) is entered into as of November 9, 2005 by and between Christopher A. Wilson (the “Executive”) and Mobile Storage Group, Inc., a Delaware corporation (the “Company”).

          WHEREAS, the Company desires the Executive to serve as its General Counsel and Assistant Secretary, and the Executive desires to serve as the General Counsel and Assistant Secretary of the Company for the term and upon the other conditions hereinafter set forth;

          NOW, THEREFORE, in consideration of the agreements and covenants contained herein, the Executive and the Company hereby agree as follows:

ARTICLE 1
Employment

          Section 1.1. Position; Term; Condition Precedent; Responsibilities. The Company shall employ the Executive as its General Counsel and Assistant Secretary for a term commencing on the date of this Agreement (the “Commencement Date”) and ending on the date this Agreement is terminated pursuant to Article 3. The term of employment as prescribed in this Section 1.1 is hereinafter called the “Employment Period”. Subject to the powers, authorities and responsibilities vested in the Board of Directors (the “Board”) of the Company and in duly constituted committees of the Board under the Delaware General Corporation Law and the Company’s Certificate of Incorporation and Bylaws, the Executive shall have the responsibilities assigned to him by the President and Chief Executive Officer of the Company, including the execution of the business plans, and shall report to the President and Chief Executive Officer. The Executive shall also perform such other executive and administrative duties as the Executive may reasonably be expected to be capable of performing on behalf of the Company and its subsidiaries, as may from time to time be authorized or requested by the President. The Executive agrees to be employed by the Company in all such capacities for the Employment Period, subject to all the covenants and conditions hereinafter set forth.

          Section 1.2. Faithful Performance. During the Employment Period, the Executive shall perform faithfully the duties assigned to him hereunder to the best of his abilities and devote substantially all of his business time and attention to the transaction of the business of the Company and its subsidiaries. The Executive covenants, warrants and represents to the Company that he shall: (i) devote his best efforts to the fulfillment of his employment obligations; (ii) exercise the highest degree of loyalty and the highest ethical standards of conduct in the performance of his duties; and (iii) do nothing which the Executive knows or should know will harm, in any way, the business or reputation of the Company or any of its subsidiaries.

ARTICLE 2
Compensation

          Section 2.1. Basic Compensation. As compensation for his services hereunder, the Company shall pay to the Executive during the Employment Period an annual salary of $154,500 (the “Base Salary”), payable in installments in accordance with the Company’s normal payment schedule for senior management of the Company and subject to payroll deductions as may be necessary or customary in respect of the Company’s salaried employees. The Executive’s annual salary in effect from time to time under this Section 2.1 is hereinafter called his “Basic Compensation”. Such Basic Compensation shall be determined on a pro rata basis for any period described in Article 3 which is not equal to one year.

          Section 2.2. Discretionary Incentive Compensation. For 2005 and thereafter Executive shall participate in the Executive Bonus Plan under which Executive shall be eligible for bonuses based upon the achievement of certain targeted financial results and operational and strategic objectives as determined by the Compensation Committee as part of the 2005 annual budget and subsequent budgets. Such targets and objectives shall be established in the Company’s annual budget process, and any discretionary bonus payable hereunder shall be payable within 30 days after finalization of the Company’s audited financial statements for the immediately preceding fiscal year, subject to final Board approval. Any discretionary bonus paid to Executive hereunder shall be referred to herein as a “Discretionary Bonus.”

          Section 2.3. Stock Options; Shareholders Agreement. The Executive shall be eligible to receive options to acquire shares of common stock pursuant to the Mobile Services Group 2005 Stock Incentive Plan (the “Plan”), based upon and subject to the discretion of the Board. Subject to the fiduciary duties of the Compan’s Board under applicable law as advised by counsel, the Board of the Company (or its Executive or Compensation Committee, if any) shall adopt a stock option agreement setting forth the terms of any options granted and the grant shall be subject to the execution by the Executive and the Company of such agreement. The Executive shall execute and agree to abide by the terms of the Company’s Stockholders Agreement.

          Section 2.4. Other Employee Benefits. The Executive shall be entitled to participate in all employee benefit plans, including group health care plans, disability plans and life insurance plans of the Company, to take up to three weeks of time off for vacation or illness and to receive all such fringe benefits (including 401(k) savings plan) as are from time to time made generally available to the senior management of the Company. The Company shall pay all costs of the participation of Executive and the immediate family of Executive in the group health care plan of the Company, except for payment of co-payments and deductibles which shall be paid by Executive. Executive shall pay all costs incurred by the participation of Executive and the immediate family of Executive in the dental plan of the Company.

          Section 2.5. Expense Reimbursements. The Company shall reimburse the Executive for all proper expenses reasonably incurred by him in the performance of his duties hereunder in accordance with the policies and procedures established by the Board.

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ARTICLE 3
Termination of Employment

          Section 3.1. Events of Termination.

          (a) In the event during the Employment Period there should occur any of the following (as determined by the Board): (i) the “Disability” (as hereinafter defined) of the Executive, (ii) “Cause” (as hereinafter defined) of the Executive or (iii) the breach by the Executive of the terms of Article 4 of this Agreement, the Board may elect to terminate the rights and obligations of the parties hereunder by written notice to the Executive, except as otherwise provided in this Section 3.1. In the event the Board exercises its election to terminate the Executive pursuant to this Section 3.1, the Employment Period shall terminate effective with such notice, and the Executive shall be entitled to receive any accrued but unpaid amounts under Section 2.1 and any incurred but unreimbursed expenses under Section 2.5, in each case through the effective date of such termination, less standard withholdings for tax and social security purposes. Except as set forth in Section 3.1 (b) and as otherwise required under any applicable benefit plan or statute, the Executive shall not be entitled to receive any other amount under this Agreement.

          (b) In the case of (i) termination of this Agreement pursuant to Section 3.1 (a)(i), (ii) termination of this Agreement without Cause or (iii) termination pursuant to Section 3.3 for “Good Reason”, the Executive shall be entitled to: (A) participate in the insurance benefits described in Section 2.4 for a period of 12 months from the date of the termination of this Agreement (the “Termination Date”); provided, however, that the Executive’s right to participate in insurance benefits shall terminate in the event the Executive obtains new employment and has the ability to obtain comparable insurance benefits through such new employment and (B) receive noncompetition payments equal to the Basic Compensation, as determined pursuant to Section 2.1, for a period of 12 months after the Termination Date in consideration for Executive’s compliance with covenants set forth in Section 4.1. In each case such amounts shall be payable in accordance with the Company’s payroll procedures for senior management and as if the Executive’s employment had continued for such period.

          Section 3.2. Death. In the event of the death of the Executive during the Employment Period, this Agreement shall be deemed immediately terminated and his Designated Successors shall be entitled to: (A) receive any accrued and unpaid compensation under Section 2.1, (B) receive reimbursement for any unreimbursed expenses under Section 2.5, and (C) receive the Discretionary Bonus, if any, as determined pursuant to Section 2.2, provided that the amount of such Discretionary Bonus shall be prorated to the date of termination, in each case less standard withholdings for tax and social security purposes. In each case, such amounts shall be payable in accordance with the Company’s payroll procedures for senior management and as if the Executive’s employment had continued for such period. In addition, family members of the Executive who were participating in any of the insurance benefits described in Section 2.4 on the date of the termination of this Agreement shall continue to participate in such insurance benefits for a period commencing as of the termination of this Agreement and ending six months from the termination of this Agreement.

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          Section 3.3. Voluntary Termination by Employee. If the Executive chooses to terminate his employment with the Company, the Executive shall provide written notice to such effect to the Company’s Board, in which case the Employment Period shall terminate effective with such notice, and the Executive shall be entitled to receive any accrued but unpaid amounts under Section 2.1 and any incurred but unreimbursed expenses under Section 2.5 less standard withholdings for tax and social security purposes, in each case through the effective date of such termination and, except as required under any applicable benefit plan or statute, the Executive shall not be entitled to receive any other amount under this Agreement. A termination by the Executive of his employment with the Company will be considered to be for “Good Reason” if it follows, within a reasonable period of time thereafter, (x) a material breach of the Company’s obligations under this Agreement, or (y) the President and Chief Executive Officer determines in his reasonable discretion that the Executive terminated such employment for “Good Reason” under the circumstances then prevailing.

          Section 3.4. Definitions of Certain Terms.

          (a) “Cause” used in connection with the termination of employment of Executive shall mean a termination due to a finding by the Board in good faith that such Executive has (i) failed to substantially perform Executive’s duties (as reasonably imposed by the Company) (other than failure resulting from Executive’s Disability), persisting for a reasonable period following the delivery to Executive of written notice specifying the details of any alleged failure to perform; (ii) violated or failed to comply in any material respect with the Company’s published rules, regulations or policies, as currently in effect or as may be adopted from time to time; (iii) breached this Agreement in any material respect; (iv) been convicted of any felony offense or a misdemeanor offense involving fraud, theft or dishonesty at any time; or (v) been incarcerated during the term of this Agreement.

          (b) “Designated Successors” shall mean such person or persons or the executors, administrators or other legal representatives of such person or persons (and in such order of priority) as the Executive may have designated in a written instrument filed with the Secretary of the Company.

          (c) “Disability” shall mean the inability of Executive to substantially render to the Company the services required by the Company under this Agreement for more than 60 days out of any consecutive 120 day period because of mental or physical illness or incapacity, as determined in good faith by the Board. The date of such Disability shall be on the last day of such 60 day period. Disability shall also mean the development of any illness which is likely to result in either death or Disability, as determined in good faith by the Board.

ARTICLE 4
Non-Competition; Confidential Information

          Section 4.1 Non-Competition.

                    (a) From the date hereof until the termination of the Employment Period (subject to extention as set forth below, the “Non-Competition Period”), the Executive:

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                              (i) shall not engage, directly or indirectly, in any activities whether as employer, proprietor, partner, shareholder (other than the holder of less than 5% of the stock of a corporation, the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee or otherwise, in competition within the United States, England and Canada with the Company or any of its affiliates;

                               (ii) shall not solicit, directly or indirectly, any person who is a customer or supplier of the Company, any of its affiliates or Windward Capital Partners II, L.P., Windward Capital II, LP, LLC, Windward/MSG Co-Invest, LLC and Windward Acquisition/MS, LLC (collectively, “Windward”) for the purpose of acquiring, marketing, leasing or selling mobile or fixed storage containers (the “Company Business”); and

                               (iii) shall not induce or actively attempt to persuade any employee of the Company, any of its affiliates or Windward to terminate his employment relationship in order to enter into any competitive employment.

          (b) Except as required by law, the Executive shall not, at any time during the Non-Competition Period or thereafter, make use of any confidential information of the Company, Windward or any of their respective affiliates, nor divulge any trade secrets or proprietary or confidential information of the Company, Windward or any of their respective affiliates (including, without limitation, information relating to customers, suppliers, contracts, business plans and developments, discoveries, processes, products, systems, know-how, books and records), except to the extent that such information becomes a matter of public record (other than as a result of disclosure by the Executive), is published in a newspaper, magazine or other periodical available to the general public or as Windward may so authorize in writing. When the Executive shall cease to be employed by the Company, the Executive shall surrender to the Company or Windward all records and other documents obtained by him or entrusted to him during the course of his employment hereunder (together with all copies thereof) which pertain to the business of the Company or Windward or which were paid for by the Company other than the Executive’s counterparts of this Agreement and employment-related documents referred to herein.

          (c) The covenants contained in clauses (i) and (ii) of Section 4.1(a) shall apply within all territories in which the Company is actively engaged in the conduct of business during the Non-Competition Period.

          (e) It is the desire and intent of the parties that the provisions of Sections 4.1(a) and 4.1(b) shall be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of Sections 4.1(a) or 4.1(b) shall be adjudicated to he invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, should any court determine that the provisions of Sections 4.1(a) or 4.l(b) shall be unenforceable with respect to scope, duration or geographic area, such court shall be empowered to substitute, to the extent enforceable, provisions similar hereto or other provisions so as to provide to the Company and

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Windward, to the fullest extent permitted by applicable law, the benefits intended by Sections 4.1(a) and 4.1(b).

          (f) The covenants contained in Section 4.l(b) shall survive the conclusion of the Executive’s employment by the Company and/or his service as an officer of the Company.

          (g) If, at any time, the Executive sells or transfers any securities of the Company to the Company or to any then-current shareholder of the Company, a subsequent Non-Competition Period shall begin on the effective date of any such sale or transfer and expire on the first anniversary of such effective date; provided, however, that such subsequent Non-Competition Periods shall not extend beyond the tenth (10th) anniversary of the date hereof. Each and every provision of this Agreement applicable to the Executive and the Company during the original Non-Competition Period shall apply with equal force and effect to the Executive and the Company during such subsequent Non-Competition Period and any reference in this Agreement to the “Non-Competition Period” shall be deemed to include such subsequent Non-Competition Period.

          (h) In the event Executive violates any provision of this Agreement, the running of the time period of such provisions so violated shall be automatically suspended upon the date of such violation and shall resume on the date such violation ceases and all appeals, if any, are resolved.

          (i) The Executive acknowledges and agrees that the covenants, obligations and agreements of the Executive contained herein relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company and its successors irreparable injury for which adequate remedies are not available at law. In the event of a breach or threatened breach by Executive of any provision of this Agreement, the Company and its successors, without proving actual damages, shall be entitled to an injunction (without the requirement to post bond) restraining Executive from (a) soliciting or interfering with employees, consultants, independent contractors, customers or suppliers of the Company, its affiliates or their respective successors, (b) disclosing, in whole or in part, the private, secret and confidential information described herein, or from rendering any services to any person, firm, corporation, association or other entity to whom such information has been disclosed, or is threatened to be disclosed, (c) engaging, participating or otherwise being connected with any arrangement in competition with the Company’s Business described in Section 4.1 or (d) otherwise violating the provisions of this Agreement. Nothing herein contained shall be construed as prohibiting the Company or its successors from pursuing any other remedies available to it or them for such breach or threatened breach, including without limitation the recovery of damages from Executive.

          (j) The Executive acknowledges and agrees that he has and will have a prominent role in the management, and the development of the goodwill, of the Company and its affiliates and has and will establish and develop relations and contacts with the principal customers and suppliers of the Company and its affiliates in the United States and the rest of the world, if any, all of which constitute valuable goodwill of, and could be used by the Executive to compete unfairly with, the Company and its affiliates and that (i) the Executive has obtained confidential

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and proprietary information and trade secrets concerning the business and operations of the Company and its affiliates in the United States and the rest of the world that could be used to compete unfairly with the Company and its affiliates, (ii) the covenants and restrictions contained herein are intended to protect the legitimate interests of the Company and its affiliates in their respective goodwill, trade secrets and other confidential and proprietary information, and (iii) the Executive desires to be bound by such covenants and restrictions.

          (k) The Executive represents that his economic means and circumstances are such that the provisions of this Agreement, including the restrictive covenants herein, will not prevent him from providing for himself and his family on a basis satisfactory to him and them.

          (l) If the Executive raises any question as to the enforceability of any part or terms of this Agreement, including, without limitation, the restrictive covenants contained herein, the Executive agrees that he will comply fully with this Agreement unless and until the entry of an award to the contrary.

ARTICLE 5
Miscellaneous

          Section 5.1. Notices. Any notice or request required or permitted to be given hereunder shall be sufficient if in writing and delivered personally or sent by registered or certified mail, return receipt requested, as follows: if to the Executive, to his address as set forth in the records of the Company, and if to the Company, to the Company’s address hereinabove set forth, or to any other address designated by either party by notice similarly given. Such notice shall be deemed to have been given upon the personal delivery or such mailing thereof, as the case may be.

          Section 5.2. Authority: No Conflict. The Executive represents and warrants to the Company that he has full right and authority to execute and deliver this Agreement and to comply with the terms and provisions hereof and that the execution and delivery of this Agreement and compliance with the terms and provisions hereof by the Executive will not conflict with or result in a breach of the terms, conditions or provisions of any agreement, restriction or obligation by which the Executive is bound.

          Section 5.3. Assignment and Succession. The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon its respective successors and assigns, and the Executive’s rights and obligations hereunder shall inure to the benefit of and be binding upon his Designated Successors. The Executive may not assign any obligations or responsibilities he has under this Agreement.

          Section 5.4. Headings. The Article, Section, paragraph and subparagraph headings are for convenience of reference only and shall not define or limit the provisions hereof.

          Section 5.5. Tax Withholding. The Company may withhold from any amounts payable under this Agreement, including, without limitation, any Discretionary Bonus paid hereunder, all Federal, state, city or other taxes as may be required pursuant to any law, regulation or ruling.

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          Section 5.6. Applicable Law. This Agreement shall at all times be governed by and construed, interpreted and enforced in accordance with the internal laws (as opposed to conflict of laws provisions) of the State of California.

          Section 5.7. Waiver. No waiver of any right or remedy of either party hereto under this Agreement shall be effective unless in a writing, specifying such waiver, executed by such party. A waiver by either party hereto of any of its rights or remedies under this Agreement on any occasion shall not be a bar to the exercise of the same right or remedy on any subsequent occasion or of any other right or remedy at any time.

          Section 5.8. Amendment or Modification. This Agreement may be amended, altered, or modified only by a writing, specifying such amendment, alteration or modification, executed by all of the parties.

          Section 5.9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

          Section 5.10. Entire Agreement. This Agreement constitutes the entire Agreement between the parties regarding the subject matter hereof, and supersedes all prior or contemporaneous negotiations, understandings or agreements of the parties, whether written or oral, with respect to such subject matter.

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          IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its respective duly authorized officer and the Executive has signed this Agreement as of the day and year first above written.

EXECUTIVE
Christopher A. Wilson
COMPANY
By:
	Name: Douglas A. Waugaman
	Title:   President

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EX-10.12

Exhibit 10.12

EMPLOYMENT AGREEMENT

          This Employment Agreement (this “Agreement”) is entered into as of August 19, 2004 by and between William Armstead (the “Executive”) and Mobile Storage Group, Inc., a Delaware corporation (the “Company”).

          WHEREAS, the Company and Executive desire that Executive serve as the Regional Vice President of the Southwest Region for the term and upon the other conditions hereinafter set forth;

          NOW, THEREFORE, in consideration of the agreements and covenants contained herein, the Executive and the Company hereby agree as follows:

ARTICLE 1
Employment

          Section 1.1. Position; Term; Condition Precedent; Responsibilities. The Company shall employ the Executive as its Regional Vice President of the Southwest Region for a term commencing on the date Executive commences work for the Company (the “Commencement Date”) and ending on the date this Agreement is terminated pursuant to Article 3. The term of employment as prescribed in this Section 1.1 is hereinafter called the “Employment Period”. Subject to the powers, authorities and responsibilities vested in the Board of Directors (the “Board”) of the Company and in duly constituted committees of the Board under the Delaware General Corporation Law and the Company’s Certificate of Incorporation and Bylaws, the Executive shall have the responsibilities assigned to him by the President and Chief Executive Officer of the Company, including the execution of the business plans, and shall report to the President. The Executive shall also perform such other executive and administrative duties as the Executive may reasonably be expected to be capable of performing on behalf of the Company and its subsidiaries, as may from time to time be authorized or requested by the President. The Executive agrees to be employed by the Company in all such capacities for the Employment Period, subject to all the covenants and conditions hereinafter set forth.

          Section 1.2. Faithful Performance. During the Employment Period, the Executive shall perform faithfully the duties assigned to him hereunder to the best of his abilities and devote substantially all of his business time and attention to the transaction of the business of the company and its subsidiaries and not engage in any other business activities except with the approval of the Board. The Executive covenants, warrants and represents to the Company that he shall: (i) devote his best efforts to the fulfillment of his employment obligations; (ii) exercise the highest degree of loyalty and the highest ethical standards of conduct in the performance of his duties; and (iii) do nothing which the Executive knows or should know will harm, in any way, the business or reputation of the Company or any of its subsidiaries.

ARTICLE 2
Compensation

          Section 2.1. Basic Compensation. As compensation for his services hereunder, the Company shall pay to the Executive during the Employment Period an annual salary of $100,000 (the “Base Salary”), payable in installments in accordance with the Company’s normal payment schedule for senior management of the Company and subject to payroll deductions as may be necessary or customary in respect of the Company’s salaried employees. The Executive’s annual salary in effect from time to time under this Section 2.1 is hereinafter called his “Basic Compensation”. Such Basic Compensation shall be determined on a pro rata basis for any period described in Article 3 which is not equal to one year.

          Section 2.2. Discretionary Incentive Compensation. A discretionary bonus for 2004 may be paid upon the achievement of certain targeted financial results and operational and strategic objectives provided, however, that Company agrees that for 2004 Executive shall receive a bonus at the semi-annualized rate of $19,000 which shall be payable quarterly. Notwithstanding anything to the contrary herein, the maximum discretionary bonus that Executive may earn during 2004 shall be pro-rated based on the number of days in the Employment Period during 2004. For 2005 Executive shall participate in the Region Managers Bonus Plan under which Executive shall be eligible for bonuses based upon the achievement of certain targeted financial results and operational and strategic objectives as determined by the Compensation Committee as part of the 2005 annual budget. Such targets and objectives shall be established in the Company’s, annual budget process, and any discretionary bonus payable hereunder shall be payable within 30 days after finalization of the Company’s audited financial statements for the immediately preceding fiscal year subject to final Board approval. Any discretionary bonus paid to Executive hereunder shall be referred to herein as a “Discretionary Bonus.”

          Section 2.3. Stock Options; Shareholders Agreement. The Executive shall be eligible to receive options to acquire shares of common stock pursuant to the Mobile Storage Group 2002 Stock Incentive Plan (the “Plan”), based upon and subject to the discretion of the Board. Subject to the fiduciary duties of the Company’s Board under applicable law as advised by counsel, the Board of the Company (or its Executive or Compensation Committee if any) shall adopt a stock option agreement setting forth the terms of any options granted and the grant shall be subject to the execution by the Executive and the Company of such agreement. The Executive shall execute and agree to abide by the terms of the Company’s Stockholders Agreement.

          Section 2.4. Other Employee Benefits. The Executive shall be entitled to participate in all employee benefit plans, including group health care plans, disability plans and life insurance plans of the Company, to take up to three weeks of time off for vacation or illness and to receive all such fringe benefits (including 401(k) savings plan) as are from time to time made generally available to the senior management of the Company. The Company shall pay all costs of the participation of Executive in the group health care plan of the Company, except for payment of co-payments and deductibles which shall be paid by Executive. Executive shall pay all costs incurred by the participation of Executive and the immediate family of Executive in the dental plan of the Company. Until the earlier of (i) 90 days after the date of this Agreement or (ii) the

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date that Executive and the immediate family of Executive first become eligible for participation in the health benefit plan of the Company, the Company shall pay the cost of such benefits as may be required to be provided to Executive and the immediate family of Executive by Executive’s prior employer under the Comprehensive Omnibus Budget Reconciliation Act. Company shall pay Executive a car allowance of $450 per month.

          Section 2.5. Expense Reimbursements. The Company shall reimburse the Executive for all proper expenses reasonably incurred by him in the performance of his duties hereunder in accordance with the policies and procedures established by the Board.

ARTICLE 3
Termination of Employment

          Section 3.1. Events of Termination.

          (a) In the event during the Employment Period there should occur any of the following (as determined by the Board) (i) the “Disability” (as hereinafter defined) of the Executive, (ii) “Cause” (as hereinafter defined) of the Executive or (iii) the breach by the Executive of the terms of Article 4 of this Agreement, the Board may elect to terminate the rights and obligations of the parties hereunder by written notice to the Executive, except as otherwise provided in this Section 3.1. In the event the Board exercises its election to terminate the Executive pursuant to this Section 3.1, the Employment Period shall terminate effective with such notice, and the Executive shall be entitled to receive any accrued but unpaid amounts under Section 2.1 and any incurred but unreimbursed expenses under Section 2.5, in each case through the effective date of such termination, less standard withholdings for tax and social security purposes. Except as set forth in Section 3.1(b) and as otherwise required under any applicable benefit plan or statute, the Executive shall not be entitled to receive any other amount under this Agreement.

          (b) In the case of (i) termination of this Agreement pursuant to Section 3.1(a)(i), (ii) termination of this Agreement without Cause or (iii) termination pursuant to Section 3.3 for “Good Reason” the Executive shall be entitled to: (A) participate in the insurance benefits described in Section 2.4 for a period of six months from the date of the termination of this Agreement (the “Termination Date”), provided, however, that the Executive’s right to participate in insurance benefits shall terminate in the event the Executive obtains new employment and has the ability to obtain comparable insurance benefits through such new employment and (B) receive compensation equal (o the Basic Compensation, as determined pursuant to Section 2.1, for a period of six months after the Termination Date. In each case such amounts shall be payable in accordance with the Company’s payroll procedures for senior management and as if the Executive’s employment had continued for such period.

          Section3.2. Death. In the event of the death of the Executive during the Employment Period, this Agreement shall be deemed immediately terminated and his Designated Successors shall be entitled to (A) receive any accrued and unpaid compensation under Section 2.1, (B) receive reimbursement for any unreimbursed expenses under Section 2.5, and (C) receive the Discretionary Bonus, if any, as determined pursuant to Section 2.2, provided that the amount of such Discretionary Bonus shall be prorated to the date of termination, in each case less standard

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withholdings for tax and social security purposes. In each case, such amounts shall be payable in accordance with the Company’s payroll procedures for senior management and as if the Executive’s employment had continued for such period. In addition, family members of the Executive who were participating in any of the insurance benefits described in Section 2.4 on the date of the termination of this Agreement shall continue to participate in such insurance benefits for a period commencing as of the termination of this Agreement and ending six months from the termination of this Agreement.

          Section 3.3. Voluntary Termination by Employee. If the Executive chooses to terminate his employment with the Company, the Executive shall provide written notice to such effect to the Company’s Board, in which case the Employment Period shall terminate effective with such notice, and the Executive shall be entitled to receive any accrued but unpaid amounts under Section 2.1 and any incurred but unreimbursed expenses under Section 2.5 less standard withholdings for tax and social security purposes in each case through the effective date of such termination and, except as required under any applicable benefit plan or statue, the Executive shall not be entitled to receive any other amount under this Agreement. A termination by the Executive of his employment with the Company will be considered to be for “Good Reason” if it follows, within a reasonable period of time thereafter, (x) a material breach of the Company’s obligations under this Agreement or (y) the President and Chief Executive Officer determines in his reasonable discretion that the Executive terminated such employment for “Good Reason” under the circumstances then prevailing.

          Section 3.4. Definitions of Certain Terms.

          (a) “Cause” used in connection with the termination of employment of Executive shall mean a termination due to a finding by the Board in good faith that such Executive has (i) failed to substantially perform Executive’s duties (as reasonably imposed by the Company) (other than failure resulting from Executive’s Disability), persisting for a reasonable period following the delivery to Executive of written notice specifying the details of any alleged failure to perform; (ii) violated or failed to comply in any material respect with the Company’s published rules, regulations or policies, as currently in effect or as may be adopted from time to time; (iii) breached this Agreement in any material respect; (iv) been convicted of any felony offense or a misdemeanor offense involving fraud, theft or dishonesty at any time, or (v) been incarcerated during the term of this Agreement.

          (b) “Designated Successors” shall mean such person or persons or the executors, administrators or other legal representatives of such person or persons (and in such order of priority) as the Executive may have designated in a written instrument filed with the secretary of the Company.

          (c) “Disability” shall mean the inability of Executive to substantially render to the Company the services required by the Company under this Agreement for more than 60 days out of any consecutive 120 day period because of mental or physical illness or incapacity, as determined in good faith by the Board. The date of such Disability shall be on the last day of such 60 day period. Disability shall also mean the development of any illness which is likely to result in either death or Disability, as determined in good faith by the Board.

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ARTICLE 4
Non-Competition; Confidential Information

          Section 4.1 Non-Competition.

          (a) From the date hereof until two years after the termination of the Employment Period (subject to extension as set forth below, the “Non-Competition Period”), the Executive.

                    (i) shall not engage, directly or indirectly, in any activities whether as employer, proprietor, partner, shareholder (other than the holder of less than 5% of the stock of a corporation, the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee or otherwise, in competition within the United States, England and Canada with the Company or any of its affiliates.

                    (ii) shall not solicit, directly or indirectly, any person who is a customer or supplier of the Company any of its affiliates or Windward Capital Partners II, L.P., Windward Capital II, L.P, LLC, Windward/MSG Co-Invest, LLC and Windward Acquisition/MS, LLC (collectively, “Windward”) for the purpose of acquiring, marketing, leasing or selling mobile or fixed storage containers (the “Company Business”); and

                    (iii) shall not induce or actively attempt to persuade any employee of the Company, any of its affiliates or Windward to terminate his employment relationship in order to enter into any competitive employment.

          (b) Except as required by law, the Executive shall not, at any time during the Non-Competition Period or thereafter, make use of any confidential information of the Company, Windward or any of their respective affiliates, nor divulge any trade secrets or proprietary or confidential information of the Company, Windward or any of their respective affiliates (including, without limitation, information relating to customers, suppliers, contracts, business plans and developments, discoveries, processes, products, systems, know-how, books and records), excepts to the extent that such information becomes a matter of public record (other than as a result of disclosure by the Executive), is published in a newspaper, magazine or other periodical available to the general public or as Windward may so authorize in writing. When the Executive shall cease to be employed by the Company, the Executive shall surrender to the Company or Windward all records and other documents obtained by him or entrusted to him during the course of his employment hereunder (together with all copies thereof) which pertain to the business of the Company or Windward or which were paid for by the Company other than the Executive’s counterparts of this Agreement and employment-related documents referred to herein.

          (c) The covenants contained in clauses (i) and (ii) of Section 4.1(a) shall apply within all territories in which the Company is actively engaged in the conduct of business during the Non-Competition Period.

          (e) It is the desire and intent of the parties that the provision of Sections 4.1(a) and 4.1(b) shall be enforced to the fullest extent permissible under the law and public policies applied

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in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of Sections 4.1(a) or 4.1(b) shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, should any court determine that the provisions of Sections 4.1(a) or 4.1(b) shall be unenforceable with respect to scope, duration or geographic area, such court shall be empowered to substitute, to the extent enforceable, provisions similar hereto or other provisions so as to provide to the Company and Windward, to the fullest extent permitted by applicable law the benefits intended by Sections 4.1(a) and 4.1(b).

          (f) The covenants contained in Section 4.1(b) shall survive the conclusion of the Executive’s employment by the Company and/or his service as an officer of the Company.

          (g) If, at any time, the Executive sells or transfers any securities of the Company to the Company or to any then current shareholder of the Company, a subsequent Non-Competition Period shall begin on the effective date of any such sale or transfer and expire on the first anniversary of such effective date; provided, however, that such subsequent Non-competition Periods shall not extend beyond the tenth (10th) anniversary of the date hereof. Each and every provision of this Agreement applicable to the Executive and the Company during the original Non-Competition Period shall apply with equal force and effect to the Executive and the Company during such subsequent Non-Competition Period and any reference in this Agreement to the “Non-Competition Period” shall be deemed to include such subsequent Non-Competition Period.

          (h) In the event Executive violates any provision of this Agreement, the running of the time period of such provisions so violated shall be automatically suspended upon the date of such violation and shall resume on the date such violation ceases and all appeals, if any, are resolved.

          (i) The Executive acknowledges and agrees that the covenants, obligations and agreements of the Executive contained herein relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company and its successors irreparable injury for which adequate remedies are not available at law. In the event of a breach or threatened breach by Executive of any provision of this Agreement, the Company and its successors, without proving actual damages shall be entitled to an injunction (without the requirement to post bond) restraining Executive from (a) soliciting or interfering with employees, consultants, independent contractors, customers or suppliers of the Company, its affiliates or their respective successors, (b) disclosing in whole or in part, the private secret and confidential information described herein, or from rendering any services to any person, firm, corporation, association or other entity to whom such information has been disclosed, or is threatened to be disclosed, (c) engaging, participating or otherwise being connected with any arrangement in competition with the Company’s Business described in Section 4.1 or (d) otherwise violating the provisions of this Agreement. Nothing herein contained shall be construed as prohibiting the Company or its successors from pursuing any

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other remedies available to it or them for such breach or threatened breach, including without limitation the recovery of damages from Executive.

          (j) The Executive acknowledges and agrees that he has and will have a prominent role in the management, and the development of the goodwill, of the Company and its affiliates and has and will establish and develop relations and contacts with the principal customers and suppliers of the Company and its affiliates in the United States and the rest of the world, if any all of which constitute valuable goodwill of, and could be used by the Executive to compete unfairly with, the Company and its affiliates and that (i) the Executive has obtained confidential and proprietary information and trade secrets concerning the business and operations of the Company and, its affiliates in the United States and the rest of world that could be used to compete unfairly with the Company and its affiliates, (ii) the convenants and restrictions contained herein are intended to protect the legitimate interests of the Company and its affiliates in their respective goodwill, trade secrets and other confidential and proprietary information, and (iii) the Executive desires to be bound by such covenants and restrictions.

          (k) The Executive represents that his economic means and circumstances are such that the provisions of this Agreement including the restrictive covenants herein, will not prevent him from providing for himself and his family on a basis satisfactory to him and them.

          (l) if the Executive raises any question as to the enforceability of any part or terms of this Agreements, including, without limitation, the restrictive covenants contained herein, the Executive agrees that he will comply fully with this Agreement unless and until the entry of an award to the contrary.

ARTICLE 5
Miscellaneous

          Section 5.1. Notices. Any notice or request required or permitted to be given hereunder shall be sufficient if in writing and delivered personally or sent by registered or certified mail, return receipts requested, as follows: if to the Executive, to his address as set forth in the records of the Company, and if to the Company, to the Company’s address hereinabove set forth, or to any other address designated by either party by notice similarly given. Such notice shall be deemed to have been given upon the personal delivery or such mailing thereof, as the case may be.

          Section 5.2. Authority; No Conflict. The Executive represents and warrants to the Company that he has full right and authority to execute and deliver this Agreement and to comply with the terms and provisions hereof and that the execution and delivery of this Agreement and compliance with the terms and provisions hereof by the Executive will not conflict with or result in a breach of the terms, conditions or provisions of any agreement, restriction or obligation by which the Executive is bound.

          Section 5.3. Assignment and Succession. The rights and obligations of the Company under this Agreements shall inure to the benefit of and be binding upon its respective successors and assigns, and the Executive’s rights and obligations hereunder shall inure to the benefit of and

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be binding upon his Designated Successors. The Executive may not assign any obligations or responsibilities he has under this Agreement.

          Section 5.4. Headings. The Article, Section, paragraph and subparagraph headings are for convenience of reference only and shall not define or limit the provisions hereof.

          Section 5.5. Tax Withholding. The Company may withhold from any amounts payable under this Agreements, including, without limitation, any Discretionary Bonus paid hereunder, all Federal state, city or other taxes as may be required pursuant to any law, regulation or ruling.

          Section 5.6. Applicable Law. This Agreement shall at all times be governed by and construed interpreted and enforced in accordance with the internal laws (as opposed to conflict of laws provisions) of the State of Delaware.

          Section 5.7. Waiver. No waiver of any right or remedy of either party hereto under this Agreement shall be effective unless in a writing, specifying such waiver executed by such party. A waiver by either party hereto of any of its rights or remedies under this Agreement on any occasion shall not be a bar to exercise of the same right or remedy on any subsequent occasion or of any other right or remedy at any time.

          Section 5.8. Amendment or Modification. This Agreement may be amended, altered, or modified only by a writing, specifying such amendment, alteration or modification executed by all of the parties.

          Section 5.9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

          Section 5.10. Entire Agreement. This Agreement constitutes the entire Agreement between the parties regarding the subject matter hereof, and supersedes all prior or contemporaneous negotiations, understandings or agreements of the parties, whether written or oral, with respect to such subject matter.

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          IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its respective duly authorized officer and the Executive has signed this Agreement as of the day and year first above written.

EXECUTIVE
William Armstead
COMPANY
By:
	Name:	Douglas A. Waugaman
	Title:	President

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EX-10.13

Exhibit 10.13

EMPLOYMENT AGREEMENT

          This Employment Agreement (this “Agreement”) is entered into as of January 13 2004 by and between Jody E. Miller (the “Executive”) and Mobile Storage Group, Inc., a California corporation (the “Company”).

          WHEREAS, the Company desires the Executive to serve as its Regional Vice President of the North Region and the Southeast Region, and the Executive desires to serve as the Regional Vice President of the North Region and the Southeast Region of the Company for the term and upon the other conditions herein after set forth;

          NOW, THEREFORE, in consideration of the agreements and covenants contained herein, the Executive and the Company hereby agree as follows:

ARTICLE 1
Employment

          Section 1.1 Position; Term; Condition Precedent; Responsibilities. The Company shall employ the Executive as its Regional Vice President of the North Region and the Southeast Region based in Kansas City, Missouri for a term commencing on the date Executive commences work for the Company which shall be no later than March 1, 2004 (the “Commencement Date”) and ending on the date this Agreement is terminated pursuant to Article 3. The term of employment as prescribed in this Section 1.1 is hereinafter called the “Employment Period”. Subject to the powers, authorities and responsibilities vested in the Board of Directors (the “Board”) of the Company and in duly constituted committees of the Board under the California Corporations Code and the Company’s Articles of Incorporation and Bylaws, the Executive shall have the responsibilities assigned to him by the President and Chief Executive Officer of the Company, including the execution of the business plans, and shall report to the President. The Executive shall also perform such other executive and administrative duties as the Executive may reasonably be expected to be capable of performing on behalf of the Company and its subsidiaries, as may from time to time be authorized or requested by the President. The Executive agrees to be employed by the Company in all such capacities for the Employment Period subject to all the covenants and conditions hereinafter set forth.

          Section 1.2. Faithful Performance. During the Employment Period, the Executive shall perform faithfully the duties assigned to him hereunder to the best of his abilities and devote substantially all of his business time and attention to the transaction of the business of the Company and its subsidiaries and not engage in any other business activities except with the approval of the Board. The Executive covenants, warrants and represents to the Company that he shall: (i) devote his best efforts to the fulfillment of his employment obligations; (ii) exercise the highest degree of loyalty and the highest ethical standards of conduct in the performance of his duties; and (iii) do nothing which the Executive knows or should know will harm, in any way, the business or reputation of the Company or any of its Subsidiaries.

ARTICLE 2
Compensation

          Section 2.1. Basic Compensation. As compensation for his services hereunder, the Company shall pay to the Executive during the Employment Period an annual salary of $150,000 (the “Base Salary”), payable in installments in accordance with the Company’s normal payment schedule for senior management of the Company and subject to payroll deductions as may be necessary or customary in respect of the Company’s salaried employees. The Executive’s annual salary in effect from time to time under this Section 2.1 is hereinafter called his “Basic Compensation”. Such Basic Compensation shall be determined on a pro rata basis for any period described in Article 3 which is not equal to one year.

          Section 2.2. Discretionary Incentive Compensation. A discretionary bonus for 2004 of up to $115,000 per year may be paid upon the achievement of certain targeted financial results and operational and strategic objectives; provided, however, that Company agrees that for 2004 Executive shall receive a discretionary bonus of not less than $80,000 which shall be payable quarterly. Notwithstanding anything to the contrary herein, the maximum discretionary bonus that Executive may earn during 2004 shall be pro-rated based on the number of days in the Employment Period during 2004. For 2005 Executive shall participate in the Region Managers Bonus Plan under which Executive shall be eligible for bonuses based upon the achievement of certain targeted financial results and operational and strategic, objectives as determined by the Compensation Committee as part of the 2005 annual budget. Such targets and objectives shall be established in the Company’s annual budget process, and any discretionary bonus payable hereunder shall be payable within 30 days after finalization of the Company’s audited financial statements for the immediately preceding fiscal year, subject to final Board approval. Any discretionary bonus paid to Executive hereunder shall be referred to herein as a “Discretionary Bonus.”

          Section 2.3. Stock Options; shareholders Agreement. The Executive shall be eligible to receive options to acquire shares of common stock pursuant to the Mobile Storage Group 2002 Stock Option Plan (the “Plan”), based upon and subject to the discretion of the Board. Subject to the fiduciary duties of the Company’s Board under applicable law as advised by counsel, the Board of the Company (or its Executive or Compensation Committee, if any) shall adopt a stock option agreement setting forth the terms of any options granted and the grant shall be subject to the execution by the Executive and the Company of such agreement. The Executive shall execute and agree to abide by the terms of the Company’s Shareholders Agreement.

          Section 2.4 Other Employee Benefits. The Executive shall be entitled to participate in all employee benefit plans, including group health care plans, disability plans and life insurance plans of the Company, to take up to three weeks of time off for vacation or illness and to receive all such fringe benefits (including 401(k) savings plan) as are from time to time made generally available to the senior management of the Company. The Company shall pay all costs of the participation of Executive and the immediate family of Executive in the group health care plan of the Company, except for payment of co-payments and deductibles which shall be paid by Executive. Executive shall pay all costs incurred by the participation of Executive and the immediate family of Executive in the dental plan of the Company. Until the earlier of (i) 90 days

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after the date of this Agreement or (ii) the date that Executive and the immediate family of Executive first become eligible for participation in the health benefit plan of the Company, the Company shall pay the cost of such benefits as may be required to be provided to Executive and the immediate family of Executive by Rental Service Corporation under the Comprehensive Omnibus Budget Reconciliation Act. Company shall lease and insure a Ford F-150 pickup for use by the Executive during the Employment Period.

          Section 2.5 Expenses Reimbursements. The Company shall reimburse the Executive for all proper expenses reasonably incurred by him in the performance of his duties hereunder in accordance with the policies and procedures established by the Board.

ARTICLE 3
Termination of Employment

          Section 3.1. Events of Termination.

          (a) In the event during the Employment Period there should occur any of the following (as determined by the Board): (i) the “Disability” (as hereinafter defined) of the Executive, (ii) “Cause” (as hereinafter defined) of the Executive or (iii) the breach by the Executive of the terms of Article 4 of this Agreement, the Board may elect to terminate the rights and obligations of the parties hereunder by written notice to the Executive, except as otherwise provided in this Section 3.1. In the event the Board exercises its election to terminate the Executive pursuant to the Section 3.1, the Employment Period shall terminate effective with such notice, and the Executive shall be entitled to receive any accrued but unpaid amounts under Section 2.1 and any incurred but unreimbursed expenses under Section 2.5, in each case through the effective date of such termination, less standard withholdings for tax and social security purposes. Except as set forth in Section 3.1(b) and as otherwise required under any applicable benefit plan or statute, the Executive shall not be entitled to receive any other amount under this Agreement.

          (b) In the case of (i) termination of this Agreement pursuant to Section 3.1(a)(i), (ii) termination of this Agreement without Cause or (iii) termination pursuant to Section 3.3 for “Good Reason”, the Executive shall be entitled to: (A) participate in the insurance benefits described in Section 2.4 for a period of 12 months from the date of the termination of this Agreement (the “Termination Date”); provided, however, that the Executive’s right to participate in insurance benefits shall terminate in the event the Executive obtains new employment and has the ability to obtain comparable insurance benefits through such new employment and (B) receive compensation equal to the Basic Compensation, as determined pursuant to Section 2.1, for a period of 12 months after the Termination Date. In each case such amounts shall be payable in accordance with the Company’s payroll procedures for senior management and as if the Executive’s employment had continued for such period.

          Section 3.2 Death. In the event of the death of the Executive during the Employment Period, this Agreement shall be deemed immediately terminated and his Designated Successors shall be entitled to (A) receive any accrued and unpaid compensation under Section 2.1, (B) receive reimbursement for any unreimbursed expenses under Section 2.5, and (C) receive the Discretionary Bonus, if any, as determined pursuant to Section 2.2, provided that the amount of

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such Discretionary Bonus shall be prorated to the date of termination, in each case less standard withholdings for tax and social security purposes. In each case, such amounts shall be payable in accordance with the Company’s payroll procedures for senior management and as if the Executive’s employment had continued for such period. In addition, family members of the Executive who were participating in any of the insurance benefits described in Section 2.4 on the date of the termination of this Agreement shall continue to participate in such insurance benefits for a period commencing as of the termination of this Agreement and ending six months from the termination of this Agreement.

          Section 3.3. Voluntary Termination by Employee. If the Executive chooses to terminate his employment with the Company, the Executive shall provide written notice to such effect to the Company’s Board, in which case the Employment Period shall terminate effective with such notice, and the Executive shall be entitled to receive any accrued but unpaid amounts under Section 2.1 and any incurred but unreimbursed expenses under Section 2.5 less standard withholdings for tax and social security purposes, in each case through the effective date of such termination and, except as required under any applicable benefit plan or statute, the Executive shall not be entitled to receive any other amount under this Agreement. A termination by the Executive of his employment with the Company will be considered to be for “Good Reason” if it follows, within a reasonable period of time thereafter, (x) a material breach of the Company’s obligations under this Agreement, or (y) the President and Chief Executive Officer determines in his reasonable discretion that the Executive terminated such employment for “Good Reason” under the circumstances then prevailing.

          Section 3.4. Definitions of Certain Terms.

          (a) “Cause” used in connection with the termination of employment of Executive shall mean a termination due to a finding by the Board in good faith that such Executive has (i) failed to substantially perform Executive’s duties (as reasonably imposed by the Company) (other than failure resulting from Executive’s Disability), persisting for a reasonable period following the delivery to Executive of written notice specifying the details of any alleged failure to perform; (ii) violated or failed to comply in any material respect with the Company’s published rules, regulations or policies, as currently in effect or as may be adopted from time to time, (iii) breached this Agreement in any material respect; (iv) been convicted of any felony offense or a misdemeanor offense involving fraud, theft or dishonesty at any time; or (v) been incarcerated during the term of this Agreement.

          (b) “Designated Successors” shall mean such person or persons or the executors, administrators or other legal representatives of such person or persons (and in such order of priority) as the Executive may have designated in a written instrument filed with the Secretary of the Company.

          (c) “Disability” shall mean the inability of Executive to substantially render to the Company the services required by the Company under this Agreement for more than 60 days out of any consecutive 120 day period because of mental or physical illness or incapacity, as determined in good faith by the Board. The date of such Disability shall be on the last day of

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such 60 day period. Disability shall also mean the development of any illness which is likely to result in either death or Disability, as determined in good faith by the Board.

ARTICLE 4
Non-Competition; Confidential Information

          Section 4.1 Non-Competition.

          (a) Form the date hereof until the termination of the Employment Period (subject to extention as set forth below, the “Non-Competition Period”), the Executive:

                              (i) shall not engage, directly or indirectly, in any activities whether as employer, proprietor, Partner, shareholder (other than the holder of less than 5% of the stock of a corporation, the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee or otherwise, in competition within the United States, England and Canada with the Company or any of its affiliates;

                              (ii) shall not solicit, directly or indirectly, any person who is a customer or supplier of the Company, any of its affiliates or Windward Capital Partners II, L.P., Windward Capital II, LP, LLC, Windward/MSG Co-Invest, LLC and Windward Acquisition/MS, LLC (collectively, “Windward”) for the purpose of acquiring, marketing, leasing or selling mobile or fixed storage containers (the “Company Business”); and

                              (iii) shall not induce or actively attempt to persuade any employee of the Company, any of its affiliates or Windward to terminate his employment relationship in order to enter into any competitive employment.

          (b) Except as required by law, the Executive shall not, at any time during the Non-Competition Period or thereafter, make use of any confidential information of the Company, Windward or any of their respective affiliates, nor divulge any trade secrets or proprietary or confidential information of the Company, Windward or any of their respective affiliates (including, without limitation, information relating to customers, suppliers, contracts, business plans and developments, discoveries, processes, products, systems, know-how, books and records), except to the extent that such information becomes a matter of public record (other than as a result of disclosure by the Executive), is published in a newspaper, magazine or other periodical available to the general public or as Windward may so authorize in writing. When the Executive shall cease to be employed by the Company, the Executive shall surrender to the Company or Windward all records and other documents obtained by him or entrusted to him during the course of his employment hereunder (together with all copies thereof) which pertain to the business of the Company or Windward or which were paid for by the Company other than the Executive’s counterparts of this Agreement and employment-related documents referred to herein.

           (c) The covenants contained in clauses (i) and (ii) of Section 4.1(a) shall apply within all territories in which the Company is actively engaged in the conduct of business during the Non-Competition Period.

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           (e) It is the desire and intent of the parties that the provisions of Sections 4.1(a) and 4.1(b) shall be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of Section 4.1(a) or 4.1(b) shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, should any court determine that the provisions of Section 4.1(a) or 4.1(b) shall be unenforceable with respect to scope, duration or geographic area, such court shall be empowered to substitute, to the extent enforceable, provisions similar hereto or other provisions so as to provide to the Company and Windward, to the fullest extent permitted by applicable law, the benefits intended by Sections 4.1(a) and 4.1(b).

           (f) The covenants contained in Section 4.1(b) shall survive the conclusion of the Executive’s employment by the Company and/or his service as an officer of the Company.

          (g) If, at any time, the Executive sells or transfers any securities of the Company to the Company or to any then-current shareholder of the Company, a subsequent Non-Competition Period shall begin on the effective date of any such sale or transfer and expire on the first anniversary of such effective date; provided, however, that such subsequent Non-Competition Periods shall not extend beyond the tenth (10th) anniversary of the date hereof. Each and every provision of this Agreement applicable to the Executive and the Company during the original Non-Competition Period shall apply with equal force and effect to the Executive and the Company during such subsequent Non-Competition Period and any reference in this Agreement to the “Non-Competition Period” shall be deemed to include such subsequent Non-Competition Period.

           (h) In the event Executive violates any provision of this Agreement, the running of the time of such provisions so violated shall be automatically suspended upon the date of such violation and shall resume on the date such violation ceases and all appeals, if any, are resolved.

           (i) The Executive acknowledges and agrees that the covenants, obligations and agreements of the Executive contained herein relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company and its successors irreparable injury for which adequate remedies are not available at law. In the event of a breach or threatened breach by Executive of any provision of this Agreement, the Company and its successors, without proving actual damages, shall be entitled to an injunction (without the requirement to post bond) restraining Executive form (a) soliciting or interfering with employees, consultants, independent contractors, customers or suppliers of the Company, its affiliates or their respective successors, (b) disclosing, in whole or in part, the private, secret and confidential information described herein, or from rendering any services to any person, firm, corporation, association or other entity to whom such information has been disclosed, or is threatened to be disclosed, (c) engaging, participating or otherwise being connected with any arrangement in competition with the Company’s Business described in Section 4.1 or (d) otherwise violating the provisions of this Agreement: Nothing herein

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contained shall be construed as prohibiting the Company or its successors from pursuing any other remedies available to it or them for such breach or threatened breach, including without limitation the recovery of damages from Executives.

           (j) The Executive acknowledges and agrees that he has and will have a prominent role in the management, and the development of the goodwill, of the Company and its affiliates and has and will establish and the develop relations and contacts with the principal customers and suppliers of the Company and its affiliates in the United States and the rest of the world, if any, all of which constitute valuable goodwill of, and could be used by the Executive to compete unfairly with, the Company and its affiliates and that (i) the Executives has obtained confidential and proprietary information, and trade secrets concerning the business and operations of the Company and its affiliates in the United States and the rest of the world that could be used to compete unfairly with the Company and its affiliates, (ii) the convenants and restrictions contained herein are intended to protect the legitimate interests of the Company and its affiliates in their respective goodwill, trade secrets and other confidential and proprietary information, and (iii) the Executive desires to be bound by such convenants and restrictions.

           (k) The Executives represents that his economic means and circumstances are such that the provisions of this Agreement, including the restrictive convenants herein, will not prevent him from providing for himself and his family on a basis satisfactory to him and them.

           (l) If the Executive raises any question as to the enforceability of any part or terms of this Agreement, including, without limitation, the restrictive convenants contained herein, the Executives agrees that he will comply fully with this Agreement unless and until the entry of an award to the contrary.

ARTICLES 5
Miscellaneous

          Section 5.1. Notice. Any notices or required or permitted to be given hereunder shall be sufficient if in writing and delivered personally or sent by registered or certified mail, return receipt requested, as follows: if to the Executive, to his address as set forth in the records of the Company, and if to the Company, and if to the Company, to the Company’s address hereinabove set forth, or to any other address, designated by either party by notice similarly given. Such notice shall be deemed to have been given upon the personal delivery or such mailing thereof, as the case may be.

          Section 5.2. Authority; No Conflict. The Executives represents and warrants to the Company that he has full right and authority to execute and deliver this Agreement and to comply with the terms and provisions hereof and that the execution and delivery of this Agreement and compliance with the terms and provisions hereof by the Executive will not conflict with or result in a breach of the terms, condition or provision of any agreement, restriction or obligation by which the Executive is bound.

          Section 5.3. Assignment and Succession. The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon its respective successors and assigns, and the Executive’s rights and obligations hereunder shall inure to the benefit of and

7

be binding upon his Designated Successors. The Executive may not assign any obligations or responsibilities he has under this Agreement.

          Section 5.4. Headings. The Article, Section, paragraph and subparagraph headings are for convenience of reference only and shall not define or limit the provisions hereof.

          Section 5.5. Tax Withholding. The Company may withhold from any amounts payable under this Agreement, including, without limitation, any Discretionary Bonus paid hereunder, all Federal, state, city or other taxes as may be required pursuant to any law, regulation or ruling.

          Section 5.6. Applicable Law. This Agreement shall at all times be governed by and construed interpreted and enforced in accordance with the internal laws (as opposed to conflict of laws provisions) of the State of California.

          Section 5.7. Waiver. No waiver of any right or remedy of either party hereto under this Agreement shall be effective unless in a writing, specifying such waiver, executed by such party. A waiver by either party hereto of any of its rights or remedies under this Agreement on any occasion shall not be a bar to the exercise of the same right or remedy on any subsequent occasion or of any other right or remedy at any time.

          Section 5.8. Amendment or Modification. This Agreement may be amended, altered, or modified only by a writing, specifying such amendment, alteration or modification, executed by all of the parties.

          Section 5.9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

          Section 5.10. Entire Agreement. This Agreement constitutes the entire Agreement between the parties regarding the subject matter hereof, and supersedes all prior or contemporaneous negotiation, understanding or agreement of the parties, whether written or oral, with respect to such subject matter.

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          IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its respective duly authorized officer and the Executive has signed this Agreement as of the day and year first above written.

EXECUTIVE
Jody E. Miller
COMPANY
By:
	Name: Douglas A. Waugaman
	Title: President

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EX-10.14

Exhibit 10.14

EMPLOYMENT AGREEMENT

                    THIS EMPLOYMENT AGREEMENT (the “Employment Agreement”) is entered into as of this 12th day of February, 2006 (the “Effective Date”) by and between Mobile Storage Group, Inc., a Delaware corporation (the “Company”), and Gilbert Gomez (“Executive”). In consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

          1. EMPLOYMENT.

                    1.1 Position. During the Employment Term (as hereinafter defined) and subject to the terms and conditions set forth herein, the Company agrees to employ Executive and Executive agrees to serve the Company as its Vice President of Strategic Planning and Procurement, reporting directly to the Company’s Chief Executive Officer and President.

                    1.2 Duties. Executive shall diligently, and to the best of his ability, perform all such duties assigned to him by the Company’s Chief Executive Officer and President incident to his position and use his best efforts to promote the interests of the Company.

                    1.3 Time to be Devoted to Employment. During the Employment Term, Executive shall devote his full time and energy to the business of the Company and Executive hereby represents that he is not a party to any agreement which would be an impediment to entering into this Employment Agreement and that he is permitted to enter into this Employment Agreement and perform the obligations hereunder.

                    1.4 Location of Employment. During the Employment Term, Executive shall be required to spend three business days of each week at the Company’s principal executive offices which are currently located at Burbank, California and two business days of each week in Scottsdale, Arizona unless temporary alternate arrangements are approved by both parties. Executive shall maintain a small home office at his principal place of residence (currently in Scottsdale, Arizona) for use during such time as Executive is not physically located in the Company’s principal executive offices.

          2. COMPENSATION AND BENEFITS.

                    2.1 Salary.

                              (a) Annual Salary. In consideration of and as compensation for the services agreed to be performed by Executive hereunder, the Company agrees to pay Executive a starting annual base salary of One Hundred Thirty-Nine Thousand Dollars ($139,000), payable in accordance with the Company’s regular payroll schedule (“Base Salary”), less applicable withholdings and deductions.

                              (b) Annual Bonus. An additional discretionary bonus (the “Discretionary Bonus”) of up to 30% of Base Salary may be paid to Executive upon the achievement of certain targeted financial results and operational and strategic objectives as determined by the President and Chief

Executive Officer. 60% of the Discretionary Bonus will be based upon consolidated earnings before interest, taxes, depreciation and amortization of the Company and 40% of the Discretionary Bonus shall be based upon the accomplishment of goals and objectives established by the President and Chief Executive Officer. Such targets and objectives shall be established in the Company’s annual budget process, and any Discretionary Bonus payable hereunder shall be payable within 30 days after finalization of Company’s audited financial statements for the immediately preceding fiscal year. The Discretionary Bonus shall be determined on a pro rata basis for any period of employment that is not equal to one year. Company shall pay Executive a car allowance of $450 per month.

                    2.2 Participation in Benefit Plans. During the Employment Term, Executive shall be entitled to participate in all employee benefit plans, including the group health care plan and disability plans of Company and to receive all such fringe benefits (including 401(k) savings plan) as are from time to time made generally available to the senior management of Company. The Company will pay 100% of the premiums or other cost incurred for the coverage of the Executive under the group health care plan of the Company, provided that Employee will pay for all deductibles and co-payments.

                    2.3 Reimbursement of Expenses. The Company shall reimburse Executive for all reasonable business expenses incurred by Executive on behalf of the Company during the Employment Term, provided that: (i) such reasonable expenses are ordinary and necessary business expenses incurred on behalf of the Company, including, without limitation, reasonable economy-class travel, meals and lodging expenses incurred by Executive in connection with commuting between his residence in Scottsdale, Arizona and the principal executive offices of the Company currently located in Burbank, California. Executive shall provide the Company with itemized accounts, receipts and other documentation for such reasonable expenses as are reasonably required by the Company.

                    2.4 Vacation. During the Employment Term, Executive will be entitled to three (3) weeks of paid vacation per annum.

          3. EMPLOYMENT TERM.

                    3.1 Employment Term. The “Employment Term” means the period commencing on the Effective Date and terminating as set forth in Section 4.1.

          4. TERMINATION OF EMPLOYMENT.

                    4.1 Method of Termination. Executive’s employment pursuant to this Employment Agreement and the Employrnent Term provided for herein shall terminate upon the first of the following to occur:

                              (a.) Executive’s death;

                              (b.) the date that written notice is deemed given or made by the Company to Executive that as a result of any physical or mental injury or disability, he is unable

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to perform the essential functions of his job, with or without reasonable accommodation. Such notice may be issued when the Board has reasonably determined that Executive has become unable to perform substantially his services and duties hereunder with or without reasonable accommodation because of any physical or mental injury or disability, and that it is reasonably likely that he will not be able to resume substantially performing his services and duties on substantially the terms and conditions as set forth in this Employment Agreement;

                               (c.) upon the Constructive Termination of Executive’s employment with the Company. “Constructive Termination” shall mean Executive’s voluntary termination within sixty (60) days following Executive’s knowledge of a material or substantial reduction or change in the overall compensation package of Executive or the job duties, responsibilities and requirements inconsistent with Executive’s position with the Company and Executive’s prior duties, responsibilities and requirements;

                               (d.) the date that written notice is deemed given or made by the Company to Executive of termination for “cause.” For purposes of this Employment Agreement, “cause” shall mean any one of the following:

                                          (1.) the conviction of Executive for a felony or other crime of dishonesty or moral turpitude or the commission of an act of fraud against, or the willful misappropriation of material property belonging to, the Company; or

                                        (2.) the date that Executive breaches Company policy or the obligations of this Employment Agreement, which breach, if curable, is not cured within 15 days after written notice thereof to Executive;

                              (f.) Executive’s resignation or voluntary departure as an employee of the Company.

                    4.2 Effect of Termination for Cause, Executive’s or Resignation Other Events. Upon the termination of Executive for “cause” or Executive’s resignation or voluntary departure, Executive will not be entitled to any additional compensation or other rights or benefits from the Company; and, as a result, the Company shall be obligated to pay Executive only that portion of his Base Salary that Executive has earned prior to the effective date of the termination of Executive’s employment with the Company.

                    4 3 Effect of Termination without Cause. Upon the Constructive Termination of this Employment Agreement pursuant to Section 4.l(c) or in the event the Company terminates Executive’s employment with the Company without “cause” under Section 4.l(d), the Company shall pay Executive (i) noncompetition payments equal to the Base Salary, for a period of six months after the date of termination of this Employment Agreement in consideration for Executive’s compliance with covenants set forth in Section 5.1 and (ii) the Discretionary Bonus, if any, pro rated for any period of time that is not equal to one year.

          5. COVENANT NOT TO COMPETE.

                    5.1 Non-Competition.

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                               (a) During the Employment Term and for a period of six months following the termination of this Employment Agreement, Executive shall not directly or indirectly:

                                          (i) own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with, any enterprise which is engaged in the leasing or sale of portable storage containers, trailers or mobile offices; provided, however, that such restriction shall not apply to any passive investment representing an interest of less than two percent (2%) of an outstanding class of publicly traded securities of any corporation or other enterprise which is not, at the time of such investment, engaged in a business competitive with the Company’s business; or

                                        (ii) encourage or solicit any Company employee to leave the Company’s employ for any reason or interfere in any material manner with employment relationships at the time existing between the Company and its current employees, except as may be required in any bona fide termination decision regarding any Company employee.

                    5.2 Executive acknowledges that the specialized nature of his knowledge of the Company’s Proprietary Information, trade secrets and other intellectual property are such that a breach of his covenant not to compete or confidentiality obligations contained in this Section 5 of this Employment Agreement would necessarily and inevitably result in a disclosure, misappropriation and misuse of the Company’s proprietary information, trade secrets and other intellectual property. Accordingly, Executive acknowledges and agrees that such a breach would inflict unique and irreparable harm upon the Company and that the Company shall be entitled, in addition to its other rights and available remedies, to enforce, by injunction or decree of specific performance, Executive’s obligations set forth herein.

                    5.3 Executive shall execute the Company’s standard form of Proprietary and Inventions Agreement.

          6. RESTRICTIVE COVENANT. During the Employment Term Executive shall devote substantially all of his time and energy to the performance of Executive’s duties described herein, except during periods of illness or vacation periods.

          7. MISCELLANEOUS.

                    7.1 Notices. All notices, demands and requests required by this Employment Agreement shall be in writing and shall be deemed to have been given or made for all purposes (i) upon personal delivery, (ii) one day after being sent, when sent by professional overnight courier service, (iii) five days after posting when sent by registered or certified mail, or (iv) on the date of transmission when sent by telegraph, telegram, facsimile, telex, or other form of “hard copy” transmission, to either party hereto at the address or the facsimile number set forth below or at such other address as either party may designate by notice pursuant to this Section 7.

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                    If to the Company, to:

Mobile Storage Group, Inc.
Attention: General Counsel
7590 North Glenoaks Boulevard
Burbank, California 91504
Facsimile: (818) 253-3154

If to Executive, to:

Gilbert Gomez
5725 East Marconi Avenue
Scottsdale, Arizona 85254
Facsimile: (602) 795-4903

                    7.2 Assignment. This Employment Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and assigns; provided, however, that Executive may not assign, transfer or delegate his rights or obligations hereunder and any attempt to do so shall be void.

                    7.3 Deductions. All amounts paid to Executive hereunder are subject to all withholdings and deductions required by law, as authorized under this Employment Agreement, and as authorized from time to time.

                    7.4 Entire Agreement. This Employment Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and all prior agreements, written or oral, are merged herein and are of no further force or effect.

                    7.5 Amendment. This Employment Agreement may be modified or amended only by a written agreement executed by the Company and Executive.

                    7.6 Waivers. No waiver of any term or provision of this Employment Agreement will be valid unless such waiver is in writing signed by the parly against whom enforcement of the waiver is sought. The waiver of any term or provision of this Employment Agreement shall not apply to any subsequent breach of this Employment Agreement.

                    7.7 Counterparts. This Employment Agreement may be executed in several counterparts, each of which shall be deemed an original, but together they shall constitute one and the same instrument.

                    7.8 Severabllity. The provisions of this Employment Agreement shall be deemed severable, and if any part of any provision is held illegal, void or invalid under applicable, law, such provision may be changed to the extent reasonably necessary to make the provision, as so changed, legal, valid and binding. If any provision of this Employment Agreement is held illegal, void or invalid in its entirety, the remaining provisions of this Employment Agreement shall not in any way be affected or impaired but shall remain binding in accordance with their terms.

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                    7.9 Governing Law. THIS EMPLOYMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE COMPANY AND EXECUTIVE HEREUNDER SHALL BE DETERMINED UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA AS APPLIED TO AGREEMENTS AMONG CALIFORNIA RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN CALIFORNIA.

                    7.10 Arbitration. The Executive understands and agrees that, as a condition of his employment with the Company, any and all disputes that the Executive may have with the Company, or any of its employees, officers, directors, agents or assigns, which arise out of the Executive’s employment or investment or compensation shall be resolved through final and binding arbitration, as specified in this Employment Agreement. This shall include, without limitation, any controversy, claim or dispute of any kind, including disputes relating to any employment by the Company or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, infliction of emotional distress, defamation and any claims of discrimination, harassment or other claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Employee Retirement Income Securities Act, or any other federal, state or local law or regulation now in existence or hereinafter enacted and as amended from time to time concerning in any way the subject of the Executive’s employment with the Company or its termination. The only claims not covered by this Section 7.10 are claims for benefits under the unemployment insurance or workers’ compensation laws, and any claims pursuant to Section 5 of this Employment Agreement. Any disputes and/or claims covered by this Employment Agreement shall be submitted to final and binding arbitration to be conducted in Los Angeles County, California, in accordance with the rules and regulations of the American Arbitration Association. The Executive and the Company will split the cost of the arbitration filing and hearing fees and the cost of the arbitrator. Each side will bear its own attorneys’ fees, and the arbitrator will not have authority to award attorneys’ fees unless a statutory section at issue in the dispute authorizes the award of attorneys’ fees to the prevailing party, in which case the arbitrator has authority to make such award as permitted by the statute in question. The arbitration shall be instead of any civil litigation; this means that the Executive is waiving any right to a jury trial, and that the arbitrator’s decision shall be final and binding to the fullest extent permitted by law and enforceable by any court having jurisdiction thereof.

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                    IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date first above written.

MOBILE STORAGE GROUP, INC.
By:
	Name:
	Title:
EXECUTIVE
Name: Gilbert Gomez

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EX-10.15

Exhibit 10.15

EMPLOYMENT AGREEMENT

          This Employment Agreement (this “Agreement”) is entered into as of June 1, 2004 by and between Lynn Courville (the “Executive”) and Mobile Storage Group, Inc., a Delaware corporation (the “Company”).

          WHEREAS, the Company desires the Executive to serve as its Director of Human Resources, and the Executive desires to serve as the Director of Human Resources of the Company for the term and upon the other conditions hereinafter set forth;

          NOW, THEREFORE, in consideration of the agreements and covenants contained herein, the Executive and the Company hereby agree as follows:

ARTICLE 1
Employment

          Section 1.1. Position; Term; Condition Precedent; Responsibilities. The Company shall employ the Executive as its Director of Human Resources based in Burbank, California for a term commencing on July 7, 2004 (the “Commencement Date”) and ending on the date this Agreement is terminated pursuant to Article 3. The term of employment as prescribed in this Section 1.1 is hereinafter called the “Employment Period” Subject to the powers, authorities and responsibilities vested in the Board of Directors (the “Board”) of the Company and in duly constituted committees of the Board under the Delaware General Corporation Law and the Company’s Certificate of Incorporation and Bylaws, the Executive shall have the responsibilities assigned to her by the President and Chief Executive Officer of the Company and shall report to the President. The Executive shall also perform such other executive and administrative duties as the Executive may reasonably be expected to be capable of performing on behalf of the Company and its subsidiaries, as may from time to time be authorized or requested by the President. The Executive agrees to be employed by the Company in all such capacities for the Employment Period, subject to all the covenants and conditions hereinafter set forth.

          Section 1.2. Faithful Performance. During the Employment Period, the Executive shall perform faithfully the duties assigned to her hereunder to the best of her abilities and devote substantially all of her business time and attention to the transaction of the business of the Company and its subsidiaries and not engage in any other business activities except with the approval of the Board. The Executive covenants, warrants and represents to the Company that she shall: (i) devote her best efforts to the fulfillment of her employment obligations; (ii) exercise the highest degree of loyalty and the highest ethical standards of conduct in the performance of her duties; and (iii) do nothing which the Executive knows or should know will harm, in any way, the business or reputation of the Company or any of its subsidiaries.

ARTICLE 2
Compensation

          Section 2.1. Basic Compensation. As compensation for her services hereunder, the Company shall pay to the Executive during the Employment Period an annual salary of $105,000 (the “Base Salary”), payable in installments in accordance with the Company’s normal payment schedule for senior management of the Company and subject to payroll deductions as may be necessary or customary in respect of the Company’s salaried employees. The Executive’s annual salary in effect from time to time under this Section 2.1 is hereinafter called her “Basic Compensation”. Such Basic Compensation shall be determined on a pro rata basis for any period described in Article 3 which is not equal to one year.

          Section 2.2. Discretionary Incentive Compensation. A discretionary bonus for 2004 may be paid upon the achievement of operational and strategic objectives. Notwithstanding anything to the contrary herein, the maximum discretionary bonus that Executive may earn during 2004 shall be pro-rated based on the number of days in the Employment Period during 2004. Such operational and strategic objectives shall be established by the President, and any discretionary bonus payable hereunder shall be payable within 30 days after finalization of the Company’s audited financial statements for the immediately preceding fiscal year, subject to final Board approval. Any discretionary bonus paid to Executive hereunder shall be referred to herein as a “Discretionary Bonus.”

          Section 2.3. Stock Options; Stockholders Agreement. The Executive shall be eligible to receive options to acquire shares of common stock pursuant to the Company’s 2002 Stock Incentive Plan (the “Plan”), based upon and subject to the discretion of the Board. Subject to the fiduciary duties of the Company’s Board under applicable law as advised by counsel, the Board of the Company (or its Executive or Compensation Committee, if any) shall adopt a stock option agreement setting forth the terms of any options granted and the grant shall be subject to the execution by the Executive and the Company of such agreement. The Executive shall execute and agree to abide by the terms of the Company’s Stockholders Agreement.

          Section 2.4. Other Employee Benefits. The Executive shall be entitled to participate in all employee benefit plans, including group health care plans, disability plans and life insurance plans of the Company, to take up to three (3) weeks of time off for vacation and to receive all such fringe benefits (including 401(k) savings plan) as are from time to time made generally available to the senior management of the Company. The Company shall pay all costs of the participation of Executive and the immediately family of Executive in the group health care plan of the Company, except for payment of co-payments and deductibles which shall be paid by Executive. Executive shall pay all costs incurred by the participation of Executive and the immediate family of Executive in the dental plan of the Company. The Company shall reimburse Executive for costs incurred by Executive under COBRA commencing on the last day of the Executive’s employment with her employer immediately prior to the Company and ending upon the later of (i) August 1, 2004 or (ii) the first date that Executive is eligible to participate in the group health care plan of the Company. The Company shall reimburse Executive fifty percent (50%) of the tuition fees incurred by Executive in taking classes toward a Masters of Business Administration. The Company shall reimburse Executive for reasonable costs incurred by

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Executive to move to Burbank, California and pay the mortgage on her primary residence until such residence is sold and as incurred by Employee in an aggregate amount not to exceed $3,300. The Company shall reimburse Executive for the reasonable real estate brokerage commission incurred by Executive in connection with the sale of her primary residence. Company shall pay Executive a car allowance of $450.00 per month.

          Section 2.5. Expense Reimbursements. The Company shall reimburse the Executive for all proper expenses reasonably incurred by her in the performance of her duties hereunder in accordance with the policies and procedures established by the Board.

ARTICLE 3
Termination of Employment

          Section 3.1. Events of Termination.

          (a) In the event during the Employment Period there should occur any of the following (as determined by the Board): (i) the “Disability” (as hereinafter defined) of the Executive, (ii) “Cause” (as hereinafter defined) of the Executive or (iii) the breach by the Executive of the terms of Article 4 of this Agreement, the Board may elect to terminate the rights and obligations of the parties hereunder by written notice to the Executive, except as otherwise provided in this Section 3.1. In the event the Board exercises its election to terminate the Executive pursuant to this Section 3.1, the Employment Period shall terminate effective with such notice, and the Executive shall be entitled to receive any accrued but unpaid amounts under Section 2.1 and any incurred but unreimbursed expenses under Section 2.5, in each case through the effective date of such termination, less standard withholdings for tax and social security purposes. Except as set forth in Section 3.1(b) and as otherwise required under any applicable benefit plan or statute, the Executive shall not be entitled to receive any other amount under this Agreement.

          (b) In the case of (i) termination of this Agreement pursuant to Section 3.1(a)(i), (ii) termination of this Agreement without Cause or (iii) termination pursuant to Section 3.3 for “Good Reason”, the Executive shall be entitled to: (A) participate in the insurance benefits described in Section 2.4 for a period of six (6) months from the date of the termination of this Agreement (the “Termination Date”); provided, however, that the Executive’s right to participate in insurance benefits shall terminate in the event the Executive obtains new employment and has the ability to obtain comparable insurance benefits through such new employment and (B) receive compensation equal to the Basic Compensation, as determined pursuant to Section 2.1, for a period of six (6) months after the Termination Date. In each case such amounts shall be payable in accordance with the Company’s payroll procedures for senior management and as if the Executive’s employment had continued for such period.

          Section 3.2. Death. In the event of the death of the Executive during the Employment Period, this Agreement shall be deemed immediately terminated and her Designated Successors shall be entitled to: (A) receive any accrued and unpaid compensation under Section 2.1, (B) receive reimbursement for any unreimbursed expenses under Section 2.5, and (C) receive the Discretionary Bonus, if any, as determined pursuant to Section 2.2, provided that the amount of such Discretionary Bonus shall be prorated to the date of termination, in each case less standard

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withholdings for tax and social security purposes. In each case, such amounts shall be payable in accordance with the Company’s payroll procedures for senior management and as if the Executive’s employment had continued for such period. In addition, family members of the Executive who were participating in any of the insurance benefits described in Section 2.4 on the date of the termination of this Agreement shall continue to participate in such insurance benefits for a period commencing as of the termination of this Agreement and ending six months from the termination of this Agreement.

          Section 3.3. Voluntary Termination by Employee. If the Executive chooses to terminate her employment with the Company, the Executive shall provide written notice to such effect to the Company’s Board, in which case the Employment Period shall terminate effective with such notice, and the Executive shall be entitled to receive any accrued but unpaid amounts under Section 2.1 and any incurred but unreimbursed expenses under Section 2.5 less standard withholdings for tax and social security purposes, in each case through the effective date of such termination and, except as required under any applicable benefit plan or statute, the Executive shall not be entitled to receive any other amount under this Agreement. A termination by the Executive of her employment with the Company will be considered to be for “Good Reason” if it follows, within a reasonable period of time thereafter, (x) a material breach of the Company’s obligations under this Agreement, or (y) the President and Chief Executive Officer determines in his reasonable discretion that the Executive terminated such employment for “Good Reason” under the circumstances then prevailing.

          Section 3.4. Definitions of Certain Terms.

          (a) “Cause” used in connection with the termination of employment of Executive shall mean a termination due to a finding by the Board in good faith that such Executive has (i) failed to substantially perform Executive’s duties (as reasonably imposed by the Company) (other than failure resulting from Executive’s Disability), persisting for a reasonable period following the delivery to Executive of written notice specifying the details of any alleged failure to perform; (ii) violated or failed to comply in any material respect with the Company’s published rules, regulations or policies, as currently in effect or as may be adopted from time to time; (iii) breached this Agreement in any material respect; (iv) been convicted of any felony offense or a misdemeanor offense involving fraud, theft or dishonesty at any time; or (v) been incarcerated during the term of this Agreement.

          (b) “Designated Successors” shall mean such person or persons or the executors, administrators or other legal representatives of such person or persons (and in such order of priority) as the Executive may have designated in a written instrument filed with the Secretary of the Company.

          (c) “Disability” shall mean the inability of Executive to substantially render to the Company the services required by the Company under this Agreement for more than 60 days out of any consecutive 120 day period because of mental or physical illness or incapacity, as determined in good faith by the Board. The date of such Disability shall be on the last day of such 60 day period. Disability shall also mean the development of any illness which is likely to result in either death or Disability, as determined in good faith by the Board.

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ARTICLE 4
Non-Competition; Confidential Information

          Section 4.1 Non-Competition.

                    (a) From the date hereof until the termination of the Employment Period (subject to extention as set forth below, the “Non-Competition Period”), the Executive:

                              (i) shall not engage, directly or indirectly, in any activities whether as employer, proprietor, partner, shareholder (other than the holder of less than 5% of the stock of a corporation, the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee or otherwise, in competition within the United States, England and Canada with the Company or any of its affiliates;

                              (ii) shall not solicit, directly or indirectly, any person who is a customer or supplier of the Company, any of its affiliates or Windward Capital Partners II, L.P., Windward Capital II, LP, LLC, Windward/MSG Co-Invest, LLC and Windward Acquisition/MS, LLC (collectively, “Windward”) for the purpose of acquiring, marketing, leasing or selling mobile or fixed storage containers (the “Company Business”); and

                              (iii) shall not induce or actively attempt to persuade any employee of the Company, any of its affiliates or Windward to terminate his employment relationship in order to enter into any competitive employment.

          (b) Except as required by law, the Executive shall not, at any time during the Non-Competition Period or thereafter, make use of any confidential information of the Company, Windward or any of their respective affiliates, nor divulge any trade secrets or proprietary or confidential information of the Company, Windward or any of their respective affiliates (including, without limitation, information relating to customers, suppliers, contracts, business plans and developments, discoveries, processes, products, systems, know-how, books and records), except to the extent that such information becomes a matter of public record (other than as a result of disclosure by the Executive), is published in a newspaper, magazine or other periodical available to the general public or as Windward may so authorize in writing. When the Executive shall cease to be employed by the Company, the Executive shall surrender to the Company or Windward all records and other documents obtained by her or entrusted to her during the course of her employment hereunder (together with all copies thereof) which pertain to the business of the Company or Windward or which were paid for by the Company other than the Executive’s counterparts of this Agreement and employment-related documents referred to herein.

          (c) The covenants contained in clauses (i) and (ii) of Section 4.1(a) shall apply within all territories in which the Company is actively engaged in the conduct of business during the Non-Competition Period.

          (e) It is the desire and intent of the parties that the provisions of Sections 4.1(a) and 4.l(b) shall be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of

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Sections 4.1(a) or 4.1(b) shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, should any court determine that the provisions of Sections 4.1(a) or 4.1(b) shall be unenforceable with respect to scope, duration or geographic area, such court shall be empowered to substitute, to the extent enforceable, provisions similar hereto or other provisions so as to provide to the Company and Windward, to the fullest extent permitted by applicable law, the benefits intended by Sections 4.1(a) and 4.l(b).

          (f) The covenants contained in Section 4.1(b) shall survive the conclusion of the Executive’s employment by the Company.

          (g) If, at any time, the Executive sells or transfers any securities of the Company to the Company or to any then-current stockholder of the Company, a subsequent Non-Competition Period shall begin on the effective date of any such sale or transfer and expire on the first anniversary of such effective date; provided, however, that such subsequent Non-Competition Periods shall not extend beyond the tenth (10th) anniversary of the date hereof. Each and every provision of this Agreement applicable to the Executive and the Company during the original Non-Competition Period shall apply with equal force and effect to the Executive and the Company during such subsequent Non-Competition Period and any reference in this Agreement to the “Non-Competition Period” shall be deemed to include such subsequent Non-Competition Period.

          (h) In the event Executive violates any provision of this Agreement, the running of the time period of such provisions so violated shall be automatically suspended upon the date of such violation and shall resume on the date such violation ceases and all appeals, if any, are resolved.

          (i) The Executive acknowledges and agrees that the covenants, obligations and agreements of the Executive contained herein relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company and its successors irreparable injury for which adequate remedies are not available at law. In the event of a breach or threatened breach by Executive of any provision of this Agreement, the Company and its successors, without proving actual damages, shall be entitled to an injunction (without the requirement to post bond) restraining Executive from (a) soliciting or interfering with employees, consultants, independent contractors, customers or suppliers of the Company, its affiliates or their respective successors, (b) disclosing, in whole or in part, the private, secret and confidential information described herein, or from rendering any services to any person, firm, corporation, association or other entity to whom such information has been disclosed, or is threatened to be disclosed, (c) engaging, participating or otherwise being connected with any arrangement in competition with the Company’s Business described in Section 4.1 or (d) otherwise violating the provisions of this Agreement. Nothing herein contained shall be construed as prohibiting the Company or its successors from pursuing any other remedies available to it or them for such breach or threatened breach, including without limitation the recovery of damages from Executive.

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          (j) The Executive acknowledges and agrees that she has and will have a prominent role in the management, and the development of the goodwill, of the Company and its affiliates and has and will establish and develop relations and contacts with the principal customers and suppliers of the Company and its affiliates in the United States and the rest of the world, if any, all of which constitute valuable goodwill of, and could be used by the Executive to compete unfairly with, the Company and its affiliates and that (i) the Executive has obtained confidential and proprietary information and trade secrets concerning the business and operations of the Company and its affiliates in the United States and the rest of the world that could be used to compete unfairly with the Company and its affiliates, (ii) the covenants and restrictions contained herein are intended to protect the legitimate interests of the Company and its affiliates in their respective goodwill, trade secrets and other confidential and proprietary information, and (iii) the Executive desires to be bound by such covenants and restrictions.

          (k) The Executive represents that her economic means and circumstances are such that the provisions of this Agreement, including the restrictive covenants herein, will not prevent her from providing for herself and her family on a basis satisfactory to her and them.

          (l) If the Executive raises any question as to the enforceability of any part or terms of this Agreement, including, without limitation, the restrictive covenants contained herein, the Executive agrees that she will comply fully with this Agreement unless and until the entry of an award to the contrary.

ARTICLE 5
Miscellaneous

          Section 5.1. Notices. Any notice or request required or permitted to be given hereunder shall be sufficient if in writing and delivered personally or sent by registered or certified mail, return receipt requested, as follows: if to the Executive, to her address as set forth in the records of the Company, and if to the Company, to the Company’s address hereinabove set forth, or to any other address designated by either party by notice similarly given. Such notice shall be deemed to have been given upon the personal delivery or such mailing thereof, as the case may be.

          Section 5.2. Authority; No Conflict. The Executive represents and warrants to the Company that she has full right and authority to execute and deliver this Agreement and to comply with the terms and provisions hereof and that the execution and delivery of this Agreement and compliance with the terms and provisions hereof by the Executive will not conflict with or result in a breach of the terms, conditions or provisions of any agreement, restriction or obligation by which the Executive is bound.

          Section 5.3. Assignment and Succession. The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon its respective successors and assigns, and the Executive’s rights and obligations hereunder shall inure to the benefit of and be binding upon her Designated Successors. The Executive may not assign any obligations or responsibilities she has under this Agreement.

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          Section 5.4. Headings. The Article, Section, paragraph and subparagraph headings are for convenience of reference only and shall not define or limit the provisions hereof.

          Section 5.5. Tax Withholding. The Company may withhold from any amounts payable under this Agreement, including, without limitation, any Discretionary Bonus paid hereunder, all Federal, state, city or other taxes as may be required pursuant to any law, regulation or ruling.

          Section 5.6. Applicable Law. This Agreement shall at all times be governed by and construed, interpreted and enforced in accordance with the internal laws (as opposed to conflict of laws provisions) of the State of California.

          Section 5.7. Waiver. No waiver of any right or remedy of either party hereto under this Agreement shall be effective unless in a writing, specifying such waiver, executed by such party. A waiver by either party hereto of any of its rights or remedies under this Agreement on any occasion shall not be a bar to the exercise of the same right or remedy on any subsequent occasion or of any other right or remedy at any time.

          Section 5.8. Amendment or Modification. This Agreement may be amended, altered, or modified only by a writing, specifying such amendment, alteration or modification, executed by all of the parties.

          Section 5.9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

          Section 5.10. Entire Agreement. This Agreement constitutes the entire Agreement between the parties regarding the subject matter hereof, and supersedes all prior or contemporaneous negotiations, understandings or agreements of the parties, whether written or oral, with respect to such subject matter.

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          IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its respective duly authorized officer and the Executive has signed this Agreement as of the day and year first above written.

EXECUTIVE
Lynn Courville
COMPANY
Mobile Storage Group, Inc.,
a Delaware corporation
By:
	Name:	Douglas A. Waugaman
	Title: President

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EX-10.16

Exhibit 10.16

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

          This Employment Agreement (this “Agreement”) is entered into as of November 7, 2006 by and among Jerry E. Vaughn (“Executive”), Mobile Storage Group, Inc., a Delaware corporation (“Company”), and MSG WC Holdings Corp. (“Holdings”), a Delaware corporation.

          WHEREAS, Company is a wholly owned subsidiary of Mobile Services Group, Inc., a Delaware corporation;

          WHEREAS, Company desires to retain Executive as Executive Vice President, Administration, and Executive desires to be employed by Company in such a capacity for the term and upon the other conditions hereinafter set forth; and

          NOW, THEREFORE, in consideration of the agreements and covenants contained herein, Executive and Company hereby agree as follows:

ARTICLE 1
Employment

          Section 1.1 Position; Term; Condition Precedent; Responsibilities. Company and Holdings shall employ Executive as its Executive Vice President, Administration for a term commencing on November 7, 2006 (the “Commencement Date”) and ending on the earlier of (i) December 31, 2008 (provided, however, that Company and Executive may extend the term of the agreement to a later mutually agreed upon date) or (ii) the date that the term of employment is terminated pursuant to Article 3 (the “Termination Date”). The term of employment as prescribed in this Section 1.1 is hereinafter called the “Emplovment Period”. Subject to the powers, authorities and responsibilities vested in the Board of Directors of Company (the “Board”) and in duly constituted committees of the Board under the Delaware General Corporation Law and Company’s Certificate of Incorporation and Bylaws, Executive shall have the responsibilities assigned to him by the Board. Executive shall report directly to Douglas A. Waugarnan, Company’s President and Chief Executive Officer (the “CEO”) or his successor. Executive shall also perform such other executive and administrative duties as Executive may reasonably be expected to be capable of performing on behalf of Company and its subsidiaries, as may from time to time be authorized or requested by the CEO. Executive agrees to be employed by Company in all such capacities for the Employment Period, subject to all the covenants and conditions hereinafter set forth.

          Section 1.2 Faithful Performance. During the Employment Period, Executive shall perform faithfully the duties assigned to him hereunder to the best of his abilities, Executive shall devote substantially all of his business time and attention to the transaction of the business of Company and its subsidiaries and shall not engage in any other business activities except with the approval of the Board and the CEO. During the first six months of the Employment Period or such earlier date as may reasonably be agreed to by the parties hereto, Executive shall perform all duties assigned to him hereunder from Company’s executive offices in Southern California. Following such six-month period or as of such earlier date as mutually agreed upon by the

parties hereto, the parties expect Executive’s duties to be performed from Company’s executive offices for approximately three days per week. Executive covenants, warrants and represents to Company that he shall: (i) devote his best efforts to the fulfillment of his employment obligations; (ii) exercise the highest degree of loyalty and the highest ethical standards of conduct in the performance of his duties; and (iii) do nothing which Executive knows or should reasonably know will harm, in any way, the business or reputation of Company or any of its subsidiaries.

          Section 1.3 Outside Board Participation. Nothing contained in this Agreement shall prevent Executive from serving on any other companies’ Board of Directors (“Outside Boards”); provided that such participation on Outside Boards does not (i) prevent Executive from performing all responsibilities and duties required hereunder and (ii) violate any restrictions contained herein under Article 4.

ARTICLE 2
Compensation

          Section 2.1 Basic Compensation. As compensation for his services hereunder, Company shall pay to Executive during the Employment Period an annual salary of $275,000 (the “Base Salary”), payable in installments in accordance with Company’s normal payment schedule for senior management of Company, subject to payroll deductions as may be necessary or customary in respect of Company’s salaried employees and five percent (5%) of which is paid in consideration for Executive’s compliance with the restrictive covenants set forth in Article 4 hereof. Executive’s annual salary in effect from time to time under this Section 2.1 is hereinafter called his “Basic Compensation”. Such Basic Compensation shall be determined on a pro rata basis for any period described in Article 3 that is not equal to twelve (12) months.

          Section 2.2 Discretionary Incentive Compensation. For the 2006 fiscal year, Executive shall receive a bonus of $35,000 (the “FY 2006 Bonus”). Beginning with the 2007 fiscal year, an additional discretionary bonus at a targeted amount equal to 75% of Base Salary may be paid to Executive upon the achievement of certain targeted financial results and operational and strategic objectives as determined by the compensation committee of the Board (the “Compensation Committee”) as part of each annual budget consistent with the discretionary bonus plan for other Company senior management. Such targets and objectives shall be established in Company’s annual budget process, and any discretionary bonus payable hereunder shall be payable within 30 days after finalization of Company’s audited financial statements for the fiscal year with respect to which such targets or objectives relate, subject to final Compensation Committee approval; provided, however, that the FY 2006 Bonus will be paid by February 28, 2007. The Discretionary Bonus (as hereinafter defined) shall be determined on a pro rata basis for any period described in Article 3 that is not equal to twelve months. Subject to the fiduciary duties of Holdings’ Board under applicable law as advised by counsel and the execution by Executive of a Non-Qualified Stock Option Agreement, the Board of Holdings shall grant Executive options to acquire 750 shares of common stock at its next regularly scheduled meeting pursuant to the MSG WC Holdings Corp. 2006 Stock Option Plan. The initial grant of options to acquire 750 shares of common stock shall have an exercise price of $1,255.59 per share.

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          Section 2.3 Other Employee Benefits. Executive shall be entitled as of the Commencement Date to participate in all employee benefit plans, including group health care and disability plans of Company, to take up to four weeks of paid time off for vacation and to receive all such fringe benefits (including 401(k) savings plan) as are from time to time made generally available to the senior management of Company. Company shall pay all costs of the participation of Executive and Executive’s spouse in the group health care plan and dental plan of Company through February 28, 2010, except for payment of co-payments and deductibles, which shall be paid by Executive.

          Section 2.4 Expense Reimbursements. Company shall reimburse Executive for all proper expenses reasonably incurred by him in the performance of his duties hereunder in accordance with the policies and procedures established by the Board, including, without limitation, (i) reasonable travel-related expenses (including lodging) incurred by Executive during the Employment Period in connection with travel between Executive’s designated office in South Lake, Texas or such other location as designated by Executive and the executive offices of Company in Southern California and (ii) reasonable temporary housing expenses located within 20 miles of Company’s executive offices for the first six months of the Employment Period.

ARTICLE 3
Termination of Employment

          Section 3.1 Events of Termination.

                    (a) Termination for Cause, Breach of Article 4 or Voluntary Termination. In the event during the Employment Period there should occur any of the following: (i) “Cause” (as hereinafter defined) of Executive, (ii) the breach by Executive of Article 4 (as determined by the Board) or (iii) Executive chooses to terminate his employment with Company, the Board or Executive, as applicable, may elect to terminate Executive’s employment by written notice to the other party.

                    In the event the Board or Executive exercises its election to terminate Executive’s employment with Company pursuant to this Section 3.1(a), the Employment Period shall terminate effective with such notice, and Executive shall be entitled to receive: (1) any accrued but unpaid amounts under Section 2.1 (“Accrued Salary”), (2) a pro rata portion, based on the number of days worked in the year in which Executive’s employment is terminated, of the discretionary bonus, as contemplated by Section 2.2 (the “Discretionary Bonus”), for the year in which Executive’s employment is terminated based upon Company’s actual performance relative to the specified performance objectives established by the Compensation Committee for the fiscal year during which the termination of Executive’s employment occurs, such determination as to whether the specified performance objectives have been satisfied will be (x) made by the Board (excluding Executive if Executive is a member of the Board as of the Termination Date), (y) based upon Executive’s achievement of the specified performance objectives for the relevant fiscal year and (z) to the extent appropriate, based upon Company’s audited financial statements for the relevant fiscal year (the “Prorated Annual Bonus”) and (3) any incurred but unreimbursed expenses under Section 2.4, in each case through the Termination Date less standard withholdings for tax and social security purposes (and except as otherwise provided). To the

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extent any Prorated Annual Bonus is payable under this Agreement, such amount will be paid at the same time as the Discretionary Bonus would have been paid had Executive’s employment not been terminated. Amounts due and payable to Executive under this Agreement following Executive’s termination of the nature described in clauses (1) - (3) above shall be paid in accordance with Company’s payroll procedures for senior management as if Executive’s employment had continued for such period.

                    (b) Termination for Disability, Without Cause. or for Good Reason. In the event during the Employment Period there should occur either: (i) a “Disability” (as hereinafter defined) of Executive or (ii) Good Reason (as hereinafter defined), or the Board shall determine to terminate Executive without Cause, the Board or the Executive, as applicable, may elect to terminate Executive’s employment by written notice to the other party. For the avoidance of doubt, termination of this Agreement on or after December 31, 2008 as contemplated by Section l.l(i) (or a later date as agreed to by the parties as contemplated therein) will not qualify as a termination event under this Section 3.l(b), and such termination will not entitle Executive to any rights or benefits provided for under this Section 3.1(b).

                    In the event the Board or Executive exercises its election to terminate Executive’s employment with Company pursuant to this Section 3.l(b), the Employment Period shall terminate effective with such notice, and Executive shall be entitled to: (1) receive any Accrued Salary, (2) receive the Prorated Annual Bonus, if any, (3) receive any incurred but unreimbursed expenses under Section 2.4, (4) participate in Company paid or reimbursed insurance benefits described in Section 2.3 for a period ending on February 28, 2010, including but not limited to such benefits as may be required to be provided by Company under the Comprehensive Omnibus Budget Reconciliation Act (“COBRA”); provided, however, that Executive’s right to participate in insurance benefits shall terminate in the event Executive obtains new employment and has the ability to obtain comparable insurance benefits through such new employment (“Continuing Benefits”) and (5) participate at Company’s expense in such benefits as may be required to be provided by Company under COBRA for a period commencing on the earlier of (i) the 18-month anniversary of the Termination Date or (ii) February 28, 2010 and ending 18 months thereafter (“COBRA Benefits”).

                     (c) Termination for Death. In the event of the death of Executive during the Employment Period, this Agreement shall be deemed immediately terminated and his Designated Successors shall be entitled to: (1) receive any Accrued Salary, (2) receive the Prorated Annual Bonus, if any, (3) receive any incurred but unreimbursed expenses under Section 2.4, (4) receive Continuing Benefits; provided, that only Executive’s spouse who was participating in any of the insurance benefits described in Section 2.3 on the Termination Date shall continue to participate in such insurance benefits (the “Eligible Family Members”), and (5) participate at Company’s expense in COBRA Benefits.

                    (d) Termination in 2008 Following Sale of Holdings. In the event that (i) the employment of Executive is terminated by the Board between January 1,2008 and December 31, 2008 and (ii) the termination of the employment of Executive described in Section 3.2(e)(i) follows the consummation of the “Sale of Holdings” (as hereinafter defined), Company shall pay Executive the Basic Compensation, as determined pursuant to Section 2.1, payable in monthly installments until December 31, 2008. The “Sale of Holdings” shall mean the sale of Holdings

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between January 1, 2008 and December 31, 2008, including in one transaction or a series of related transactions, to an Independent Third Party or group of Independent Third Parties pursuant to which such party or parties acquire (I) Equity Securities of Holdings representing more than 50% of the voting power of all outstanding voting equity interests (whether by way of merger or consolidation or otherwise), together with the loss by WCAS X and its Affiliates, collectively, to elect a majority of the board of directors of Holdings, or (2) all or substantially all of the assets of Holdings and its Subsidiaries determined on a consolidated basis. The consummation of an Initial Public Offering shall not constitute a Sale of Holdings pursuant to this Section 3.2(e). “Independent Third Party,” Equity Securities,” “WCAS X,” “Affiliates,” “Subsidiaries,” and “Initial Public Offering” shall have the meanings assigned to such terms in that certain MSG WC Holdings Corp. Stockholders Agreement dated August 1, 2006.

          Section 3.2 Definitions of Certain Terms.

                     (a) “Cause” used in connection with the termination of employment of Executive shall mean a termination due to a finding by the Board in good faith that such Executive has (i) committed a felony or a crime involving moral turpitude, (ii) committed any other material act or omission involving dishonesty or fraud (A) with respect to Company or its subsidiaries or (B) materially adversely affecting the reputation or standing of Company or its subsidiaries, (iii) engaged in material acts constituting gross negligence or willful misconduct with respect to Company or its subsidiaries or (iv) materially or repeatedly breached a material Company policy established by the Board that is generally applicable to all employees of Company. Executive shall be given written notice that Company intends to terminate employment for Cause after which he shall have (x) 30 days to cure, if curable, the acts or omissions that serve as the basis for termination of employment and (y) the right to appear before the Board (with counsel if he so chooses) within such 30 day period in order to appeal the Board’s determination that Executive shall be terminated for Cause.

                     (b) “Designated Successors” shall mean such person or persons or the executors, administrators or other legal representatives of such person or persons (and in such order of priority) as Executive may have designated in a written instrument filed with the Secretary of Company.

                     (c) “Disability” shall mean (i) the inability of Executive to substantially render to Company the services required by Company under this Agreement for more than 60 days out of any consecutive 120-day period because of mental or physical illness or incapacity, as determined by a physician, mutually agreed upon by Executive (or Executive’s legal guardian or custodian, if applicable) and Company (a “Physician”), (ii) Executive being “totally disabled” or “permanently disabled7’ (or has a comparable condition, if applicable) as such terms are defined in Company’s long term disability insurance policy in effect at the time of such determination or (iii) Executive’s development of any illness that is likely to result in either death or a condition described in clause (ii) above, as determined by a Physician. The date of such Disability shall be on the last day of such 90-day period.

                     (d) “Good Reason” used in connection with the termination of employment by Executive shall mean a termination within 45 days following the date of, as applicable, (A) any

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of the following events or (B) the end of any cure period referenced below with respect to any of the following events:

                              (i) the assignment to Executive of any material duties that are materially inconsistent with Executive’s title and position, authority, duties or responsibilities as contemplated by Section 1.1 of this Agreement, or any other action by Company which directly results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose any isolated, insubstantial and inadvertent action not taken in bad faith and where such diminution, if curable, is not cured within 30 days after written notice thereof is provided by Executive;

                              (ii) a reduction in Executive’s Basic Compensation (provided, that an “across the board” reduction in Basic Compensation and/or bonus opportunities affecting all senior executive employees of Company on a substantially similar basis shall not constitute “Good Reason”) or opportunity to receive the Discretionary Bonus, which reduction is not related to any failure by Executive to satisfy certain targeted financial results and operational and strategic objectives as established by the Board and where such failure, if curable, is not cured within 30 days after written notice thereof is provided by Executive; or

                              (iii) a material breach by Company of its obligations under this Agreement and where such breach, if curable, is not cured within 30 days after written notice thereof is provided by Executive.

          Section 3.3 409A Considerations. Executive and Company agree to use commercially reasonable efforts to cooperate, including by restructuring the timing of payments under this Agreement, to avoid the imposition of any additional tax, penalty or interest charge under Section 409A in respect of payments to Executive under this Agreement.

ARTICLE 4
Non-Competition; Confidential Information

          Section 4.1 Non-Competition.

                    (a) From the date hereof until the date that is 18 months after the Termination Date (the “Non-Competition Period”), Executive:

                              (i) shall not engage, directly or indirectly, in any activities whether as employer, proprietor, partner, shareholder (other than the holder of less than 5% of the stock of a corporation, the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee or otherwise, with any entity or person engaged, in competition with Company Business (as defined below) within the United States, the United Kingdom, Canada and any other country in which Company operates;

                              (ii) shall not solicit, directly or indirectly, any person who is a customer or supplier of Company, any of its affiliates or Holdings, MSG WC Acquisition Corp., Welsh, Carson, Anderson & Stowe X, L.P. (“WCAS X”) or WCAS Capital Partners IV, L.P. (together with WCAS X, “WCAS”) for the purpose of acquiring, marketing, leasing, renting or

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selling mobile or fixed storage containers, storage trailers, cartage trailers or modular offices (the “Company Business”); and

                               (iii) shall not induce or actively attempt to persuade any employee of Company, any of its affiliates or WCAS to terminate his employment relationship in order to enter into any competitive employment.

                    (b) Except as required by law, Executive shall not, at any time during the Employment Period, the Non-Competition Period or thereafter, make use of any confidential information of Company, WCAS or any of their respective affiliates, nor divulge any trade secrets or proprietary or confidential information of Company, WCAS or any of their respective affiliates (including, without limitation, information relating to customers, suppliers, contracts, business plans and developments, discoveries, processes, products, systems, know-how, books and records), except to the extent that such information becomes a matter of public record (other than as a result of disclosure by Executive), is published in a newspaper, magazine or other periodical available to the general public or as WCAS may so authorize in writing; provided, however, during the Employment Period Executive shall be permitted to make use of confidential information in the execution of his duties under this Agreement. When Executive shall cease to be employed by Company, Executive shall surrender to Company or WCAS all records and other documents obtained by him or entrusted to him during the course of his employment hereunder (together with all copies thereof) which pertain to the business of Company or WCAS or which were paid for by Company other than Executive’s counterparts of this Agreement and employment-related documents referred to herein.

                    (c) The covenants contained in clauses (i), (ii) and (iii) of Section 4.l(a) shall apply within all territories in which Company is actively engaged in the conduct of business during the Non-Competition Period.

                    (d) It is the desire and intent of the parties that the provisions of Sections 4.l(a) and 4.l(b) shall be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of Sections 4.l(a) or 4.l(b) shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, should any court determine that the provisions of Sections 4.l(a) or 4.l(b) shall be unenforceable with respect to scope, duration or geographic area, such court shall be empowered to substitute, to the extent enforceable, provisions similar hereto or other provisions so as to provide to Company and WCAS, to the fullest extent permitted by applicable law, the benefits intended by Sections 4.l(a) and 4.1(b).

                    (e) The covenants contained in Section 4.l(b) shall survive the conclusion of Executive’s employment by Company and/or his service as an officer of Company.

                    (f) If, at any time, Executive sells or transfers any securities of Company to Company or to any then-current shareholder of Company (a “Repurchase”), such Repurchase

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shall serve as additional consideration for Executive’s compliance with the restrictions during the Non-Competition Period provided for under this Section 4.1;

                    (g) In the event Executive violates any provision of this Agreement, the running of the time period of such provisions so violated shall be automatically suspended upon the date of such violation and shall resume on the date such violation ceases and all appeals, if any, are resolved.

                    (h) Executive acknowledges and agrees that the covenants, obligations and agreements of Executive contained herein relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements shall cause Company and its successors irreparable injury for which adequate remedies are not available at law. In the event of a breach or threatened breach by Executive of any provision of this Section 4.1, Company and its successors, without proving actual damages shall be entitled to seek an injunction (without the requirement to post bond) restraining Executive from (a) soliciting or interfering with employees, consultants, independent contractors, customers or suppliers of Company, its affiliates or their respective successors, (b) disclosing, in whole or in part, the private, secret and confidential information described herein, or from rendering any services to any person, firm, corporation, association or other entity to whom such information has been disclosed, or is threatened to be disclosed, (c) engaging, participating or otherwise being connected with any arrangement in competition with Company’s business of leasing and selling storage containers, storage trailers, cartage trailers and mobile offices or (d) otherwise violating the provisions of this Section 4.1. Nothing herein contained shall be construed as prohibiting Company or its successors from pursuing any other remedies available to it or them for such breach or threatened breach, including without limitation the recovery of damages from Executive.

                    (i) Executive acknowledges and agrees that (i) he has and will have a prominent role in the management, and the development of the goodwill, of Company and its affiliates and has and will establish and develop relations and contacts with the principal customers and suppliers of Company and its affiliates in the United States and the rest of the world, if any, all of which constitute valuable goodwill of, and could be used by Executive to compete unfairly with, Company and its affiliates, (ii) Executive has obtained confidential and proprietary information and trade secrets concerning the business and operations of Company and its affiliates in the United States and the rest of the world that could be used to compete unfairly with Company and its affiliates, (iii) the covenants and restrictions contained herein are intended to protect the legitimate interests of Company and its affiliates in their respective goodwill, trade secrets and other confidential and proprietary information and (iv) Executive desires to be bound by such covenants and restrictions.

                    (j) Executive represents that his economic means and circumstances are such that the provisions of this Agreement, including the restrictive covenants herein, will not prevent him from providing for himself and his family on a basis satisfactory to him and them.

                    (k) If Executive raises any question as to the enforceability of any part or terms of this Agreement, including, without limitation, the restrictive covenants contained herein,

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Executive agrees that he will comply fully with this Agreement unless and until the entry of an award to the contrary.

ARTICLE 5
Miscellaneous

          Section 5.1 Notices. Any notice or request required or permitted to be given hereunder shall be sufficient if in writing and delivered personally or sent by registered or certified mail, return receipt requested, as follows: if to Executive, to his address as set forth in the records of Company, and if to Company, to Company’s address hereinabove set forth, or to any other address designated by either party by notice similarly given. Such notice shall be deemed to have been given upon the personal delivery or such mailing thereof, as the case may be.

          Section 5.2 Survival. Sections 3.1 and 4.1 and Article 5 of this Agreement shall survive and continue in full force in accordance with their respective terms notwithstanding the expiration or termination of the Employment Period.

          Section 5.3 Authority; No Conflict. Executive represents and warrants to Company that he has full right and authority to execute and deliver this Agreement and to comply with the terms and provisions hereof and that the execution and delivery of this Agreement and compliance with the terms and provisions hereof by Executive will not conflict with or result in a breach of the terms, conditions or provisions of any agreement, restriction or obligation by which Executive is bound.

          Section 5.4 Assignment and Succession. The rights and obligations of Company under this Agreement shall inure to the benefit of and be binding upon its respective successors and assigns, and Executive’s rights and obligations hereunder shall inure to the benefit of and be binding upon his Designated Successors. Executive may not assign any obligations or responsibilities he has under this Agreement.

          Section 5.5 Headings. The Article, Section, paragraph and subparagraph headings are for convenience of reference only and shall not define or limit the provisions hereof.

          Section 5.6 Tax Withholding. Company may withhold from any amounts payable under this Agreement all Federal, state, city or other taxes as may be required pursuant to any law, regulation or ruling.

          Section 5.7 Applicable Law. This Agreement shall at all times be governed by and construed, interpreted and enforced in accordance with the internal laws (as opposed to conflict or choice of laws provisions) of the State of Texas. Each party hereto irrevocably submits to the exclusive jurisdiction of any state or Federal court located within the State of Texas for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby, and agrees to commence any such action, suit or proceeding only in such courts. Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth herein shall be effective service of process for any such action, suit or proceeding. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this

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Agreement or the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

          Section 5.8 Waiver. No waiver of any right or remedy of either party hereto under this Agreement shall be effective unless in writing, specifying such waiver, executed by such party. A waiver by either party hereto of any of its rights or remedies under this Agreement on any occasion shall not be a bar to the exercise of the same right or remedy on any subsequent occasion or of any other right or remedy at any time.

          Section 5.9 Amendment or Modification. This Agreement may be amended, altered, or modified only by writing, specifying such amendment, alteration or modification, executed by all of the parties.

          Section 5.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument.

          Section 5.11 Entire Agreement. This Agreement constitutes the entire Agreement between the parties regarding the subject matter hereof, and supersedes all prior or contemporaneous negotiations, understandings or agreements of the parties, whether written or oral, with respect to such subject matter.

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          IN WITNESS WHEREOF, Company has caused this Agreement to be signed by its respective duly authorized officer and Executive has signed this Agreement as of the day and year first above written.

EXECUTIVE

Jerry E. Vaughn
COMPANY
MOBILE STORAGE GROUP, INC.
By:
	Name: Douglas A. Waugaman
	Title: President and Chief Executive Officer
HOLDINGS
MSG WC HOLDINGS CORP.
By:
	Name: Sanjay Swani
	Title: Vice President

Signature Page to Vaughn Employment Agreement

EX-10.17

Exhibit 10.17

EMPLOYMENT AGREEMENT

          This Employment Agreement (this “Agreement”) is entered into as of July 17, 2007 by and among Ron Halchishak (“Executive”), Mobile Storage Group, Inc., a Delaware corporation (“Company”), and Mobile Services Group, Inc., a Delaware corporation (“Mobile Services”).

          NOW, THEREFORE, in consideration of the agreements and covenants contained herein, Executive, Company and Mobile Services hereby agree as follows:

ARTICLE 1
Employment

          Section 1.1      Position; Term; Condition Precedent; Responsibilities. Company and Mobile Services shall employ Executive as the Vice President of UK Operations for a term commencing on July 17, 2007 (the “Commencement Date”) and ending on the date that the term of employment is terminated pursuant to Article 3 (the “Termination Date”). The term of employment as prescribed in this Section 1.1 is hereinafter called the “Employment Period”. Upon the date of receipt by Executive of a work permit and visas from the government of the United Kingdom that allow Executive to serve as Managing Director of Ravenstock MSG Limited (“Ravenstock”) and work full time in the United Kingdom (the “Work Permit Effective Date”), the Statement of Particulars of Employment attached hereto as Exhibit A (the “UK Employment Agreement”) will become effective, Executive will be employed by Ravenstock as its Managing Director subject to the terms and conditions of that certain Statement of Particulars of Employment between Executive and Ravenstock (the “UK Employment Agreement”) and the payment of Base Salary to Executive, the accrual of vacation days and the receipt by Employee of all employee benefits pursuant to Section 2.3 hereof pursuant to this Agreement shall cease. This Agreement shall remain in effect after the Work Permit Effective Date and will continue until the Termination Date. If Executive ceases to be employed by Ravenstock, the payment of Base Salary to Executive, the accrual of vacation days and the receipt by Employee of all employee benefits pursuant to this Agreement shall resume and continue until the Termination Date.

          Section 1.2      Duties and Responsibilities. Subject to the powers, authorities and responsibilities vested in the Board of Directors of Company and Mobile Services (collectively, the “Boards”) and in duly constituted committees of the Boards under the Delaware General Corporation Law and the Certificate of Incorporation and Bylaws of Company and Mobile Services, Executive shall have the responsibilities assigned to him by the Boards, including the execution of the business plans. Executive shall report directly to Jerry Vaughn, Executive Vice President - Administration of Mobile Services and Company, or his successor. Executive shall also perform such other executive and administrative duties as Executive may reasonably be expected to be capable of performing on behalf of Company and its subsidiaries, as may from time to time be authorized or requested by the Boards. Executive agrees to be employed by Company in all such capacities for the Employment Period, subject to all the covenants and conditions hereinafter set forth.

          Section 1.3      Faithful Performance. During the Employment Period, Executive shall perform faithfully the duties assigned to him hereunder to the best of his abilities and devote substantially all of his business time and attention to the transaction of the business of Company and its subsidiaries and not engage in any other business activities except with the approval of the Boards. Executive covenants, warrants and represents to Company that he shall: (i) devote his best efforts to the fulfillment of his employment obligations; (ii) exercise the highest degree of loyalty and the highest ethical standards of conduct in the performance of his duties; and (iii) do nothing which Executive knows or should know will harm, in any way, the business or reputation of Company or Mobile Services or any of their subsidiaries.

ARTICLE 2
Compensation

          Section 2.1      Basic Compensation. As compensation for his services hereunder and subject to Section 1.1, Company shall pay to Executive during the Employment Period an annual salary of the US Dollar Equivalent of £115,000 fixed as of the Commencement Date (the “Base Salary”), payable in installments in accordance with Company’s normal payment schedule for senior management of Company, subject to payroll deductions as may be necessary or customary in respect of Company’s salaried employees and five percent of which is paid in consideration for Executive having signed and being bound by the Employee Proprietary Information and Inventions Agreement. Executive’s annual salary in effect from time to time under this Section 2.1 is hereinafter called his “Basic Compensation”. Such Basic Compensation shall be determined on a pro rata basis for any period described in Article 3 that is not equal to 12 months.

          Section 2.2      Discretionary Incentive Compensation. Executive will be eligible to participate in a bonus plan for the second half of 2007 as set forth in Exhibit B. Beginning on the Commencement Date and continuing until December 31, 2007, or until revised, Executive will participate in the Variable Compensation Plan set forth in Exhibit C attached hereto (the “Variable Compensation Plan”). The Variable Compensation Plan shall not be amended without the approval of Douglas A. Waugaman, the President and Chief Executive Officer of Mobile Services and Company, or his successor, the Director of Human Resources of the Company and the Compensation Committee of the Company (the “Compensation Committee”). Subject to the approval of the board of directors of MSG WC Holdings Corporation, a Delaware corporation (“Holdings”), under applicable law as advised by counsel and the execution by Executive of a Non-Qualified Stock Option Agreement, the board of directors of Holdings would grant Executive options to acquire 1,500 shares of common stock not later than its next regularly scheduled meeting pursuant to the Holdings 2006 Stock Option Plan. The initial grant of options to acquire 1,500 shares of common stock shall have an exercise price of $1,255.59 per share.

          Section 2.3      Other Employee Benefits. Executive shall be entitled to participate in all employee benefit plans, including group health care plan of Company, to take up to three weeks of paid time off for vacation and to receive all such fringe benefits (including the Company 401(k) savings plan commencing 30 days after the Commencement Date) as are from time to time made generally available to the senior management of Company. Executive and the persons identified in Exhibit D shall be eligible to participate in the group health care plan of Company on the first day of the month following 60 days of employment. Company shall pay

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all costs of the participation of Executive and the persons identified in Exhibit D in the group health care plan and dental plan of Company, except for payment of co-payments and deductibles, which shall be paid by Executive. Company shall purchase or lease, at Company expense, an automobile for Executive’s use.

          Section 2.4      Expense Reimbursements. Company shall reimburse Executive for all proper expenses reasonably incurred by him in the performance of his duties hereunder in accordance with the policies and procedures established by the board of directors of Company, including, without limitation, reasonable travel and lodging expenses incurred by Executive, expenses incurred to move the personal effects of Executive and the persons identified in Exhibit D attached hereto and one automobile to the United Kingdom from the United States at or near the commencement of the Employment Period and to the United States from the United Kingdom upon the conclusion of the Employment Period. Company shall pay for and reimburse Executive and the persons identified in Exhibit D attached hereto for all expenses and legal fees incurred in connection with obtaining work permits and visas necessary to enter the United Kingdom with Executive during the Employment Period. Company will provide Executive with a £5,000 allowance to purchase or lease appliances and other household items for use in the United Kingdom.

ARTICLE 3
Termination of Employment

          Section 3.1      Events of Termination.

                    (a)Termination for Cause, Breach of Article 4 or Voluntary Termination. In the event during the Employment Period there should occur any of the following: (i) “Cause” (as hereinafter defined) of Executive, (ii) the breach by Executive of Article 4 (as determined by either of the Boards) or (iii) Executive chooses to terminate his employment with Company, either of the Boards or Executive, as applicable, may elect to terminate Executive’s employment by written notice to the other party.

                    In the event either of the Boards or Executive exercises its election to terminate Executive’s employment with Company pursuant to this Section 3.1(a), the Employment Period shall terminate effective with such notice, and Executive shall be entitled to receive: (1) any accrued but unpaid amounts under Section 2.1 (“Accrued Salary”), (2) a pro rata portion, based on the number of days worked in the year in which Executive’s employment is terminated, of the discretionary bonus, as contemplated by Section 2.2 (the “Discretionary Bonus”), for the year in which Executive’s employment is terminated based upon Company’s actual performance relative to the specified performance objectives established by the Compensation Committee for the fiscal year during which the termination of Executive’s employment occurs, such determination as to whether the specified performance objectives have been satisfied will be (x) made by the board of directors of Company or the Compensation Committee, (y) based upon Executive’s achievement of the specified performance objectives for the relevant fiscal year and (z) to the extent appropriate, based upon Company’s audited financial statements for the relevant fiscal year (the “Prorated Annual Bonus”) and (3) any incurred but unreimbursed expenses under Section 2.4, in each case through the Termination Date less standard withholdings for tax and social security purposes (and except as otherwise provided). To the extent any Prorated Annual

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Bonus is payable under this Agreement, such amount will be paid at the same time as the Discretionary Bonus would have been paid had Executive’s employment not been terminated. Amounts due and payable to Executive under this Agreement following Executive’s termination of the nature described in clauses (1) - (3) above shall be paid in accordance with Company’s payroll procedures for senior management as if Executive’s employment had continued for such period.

                    (b)Termination for Disability, Without Cause, or for Good Reason. In the event during the Employment Period there should occur either: (i) a “Disability” (as hereinafter defined) of Executive or (ii) Good Reason, or the Board shall determine to terminate Executive without Cause, the Board or the Executive, as applicable, may elect to terminate Executive’s employment by written notice to the other party.

                    In the event the Board or Executive exercises its election to terminate Executive’s employment with Company pursuant to this Section 3.1(b), the Employment Period shall terminate effective with such notice, and Executive shall be entitled to: (1) receive any Accrued Salary, (2) receive the Prorated Annual Bonus, if any, (3) receive any incurred but unreimbursed expenses under Section 2.4, (4) receive payments equal to the Basic Compensation, as determined pursuant to Section 2.1, payable in monthly installments for a period of 12 months after the Termination Date (“Continuing Salary”) and (5) participate at Executive’s expense in such benefits as may be required to be provided by Company under Comprehensive Omnibus Budget Reconciliation Act (“COBRA”) for a period of 18 months commencing on the Termination Date (“COBRA Benefits”). Amounts due and payable to Executive under this Agreement following Executive’s termination of the nature described in clause (4) above are paid in partial consideration for Executive’s compliance with the covenants set forth in Section 4.1.

                    (c)Termination for Death. In the event of the death of Executive during the Employment Period, this Agreement shall be deemed immediately terminated and his Designated Successors shall be entitled to: (1) receive any Accrued Salary, (2) receive the Prorated Annual Bonus, if any, (3) receive any incurred but unreimbursed expenses under Section 2.4 and (4) family members of Executive who were participating in any of the insurance benefits described in Section 2.3 on the Termination Date (the “Eligible Family Members”) may participate at the Eligible Family Members’ expense in COBRA Benefits.

          Section 3.2      Definitions of Certain Terms.

                    (a)“Cause” used in connection with the termination of employment of Executive shall mean a termination due to a finding by the Board in good faith that such Executive has (i) committed a felony or a crime involving moral turpitude, (ii) committed any other act or omission involving dishonesty of fraud (A) with respect to Company or its subsidiaries or (B) materially adversely affecting the reputation or standing of Company or its subsidiaries, (iii) engaged in gross negligence or willful misconduct with respect to Company or its subsidiaries or (iv) in any manner, breached Company policy established by the Board, which breach, if curable, is not cured within 15 days after written notice thereof to you.

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                    (b)“Designated Successors” shall mean such person or persons or the executors, administrators or other legal representatives of such person or persons (and in such order of priority) as Executive may have designated in a written instrument filed with the General Counsel of Company.

                    (c)“Disability” shall mean (i) the inability of Executive to substantially render to Company the services required by Company under this Agreement for more than 60 days out of any consecutive 120-day period because of mental or physical illness or incapacity, as determined in good faith by the Board. The date of such Disability shall be on the last day of such 60-day period. Disability shall also mean the development of any illness that is likely to result in either death or Disability, as determined in good faith by the Board.

                    (d)“Good Reason” used in connection with the termination of employment by Executive shall mean a termination within 45 days following the date of, as applicable, (A) any of the following events or (B) the end of any cure period referenced below with respect to any of the following events:

                              (i)the assignment to Executive of any material duties that are materially inconsistent with Executive’s title and position, authority, duties or responsibilities as contemplated by Section 1.1 of this Agreement;

                              (ii)a reduction in Executive’s Basic Compensation (provided, that an “across the board” reduction in Basic Compensation and/or bonus opportunities affecting all senior executive employees of Company on a substantially similar basis shall not constitute “Good Reason”); or

                              (iii)   a material breach by Company of its obligations under this Agreement and where such breach, if curable, is not cured within 30 days after written notice thereof is provided by Executive.

ARTICLE 4
Non-Competition; Confidential Information

          Section 4.1      Non-Competition.

                    (a)From the date hereof until the date that is 12 months after the Termination Date (the “Non-Competition Period”), Executive:

                              (i)shall not engage, directly or indirectly, in any activities whether as employer, proprietor, partner, shareholder (other than the holder of less than 5% of the stock of a corporation, the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee or otherwise, with any entity or person engaged, in competition with Company Business (as defined below) within the United States, the United Kingdom, Canada and any other country in which Company or Ravenstock operates;

                              (ii)    shall not solicit, directly or indirectly, any person who is a customer or supplier of Company, Mobile Services, Ravenstock, Holdings or any of their respective affiliates, Welsh, Carson, Anderson & Stowe X, L.P. (“WCAS X”) or WCAS Capital

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Partners IV, L.P. (together with WCAS X, “WCAS”) for the purpose of acquiring, marketing, leasing, renting or selling mobile or fixed storage containers, storage trailers, cartage trailers or modular offices (the “Company Business”); and

                              (iii)shall not induce or actively attempt to persuade any employee of Company, Mobile Services, Ravenstock any of their affiliates or WCAS to terminate his employment relationship in order to enter into any competitive employment.

                    (b)Except as required by law, Executive shall not, at any time during the Employment Period, the Non-Competition Period or thereafter, make use of any confidential information of Company, Mobile Services, WCAS, Ravenstock or any of their respective affiliates, nor divulge any trade secrets or proprietary or confidential information of Company, WCAS or any of their respective affiliates (including, without limitation, information relating to customers, suppliers, contracts, business plans and developments, discoveries, processes, products, systems, know-how, books and records), except to the extent that such information becomes a matter of public record (other than as a result of disclosure by Executive), is published in a newspaper, magazine or other periodical available to the general public or as WCAS may so authorize in writing; provided, however, during the Employment Period Executive shall be permitted to make use of confidential information in the execution of his duties under this Agreement. When Executive shall cease to be employed by Company, Executive shall surrender to Company or WCAS all records and other documents obtained by him or entrusted to him during the course of his employment hereunder (together with all copies thereof) which pertain to the business of Company, Mobile Services, Ravenstock or WCAS or which were paid for by Company other than Executive’s counterparts of this Agreement and employment-related documents referred to herein.

                    (c)The covenants contained in clauses (i), (ii) and (iii) of Section 4.1(a) shall apply within all territories in which Company is actively engaged in the conduct of business during the Non-Competition Period.

                    (d)It is the desire and intent of the parties that the provisions of Sections 4.1(a) and 4.1(b) shall be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of Sections 4.1(a) or 4.1(b) shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, should any court determine that the provisions of Sections 4.1(a) or 4.1(b) shall be unenforceable with respect to scope, duration or geographic area, such court shall be empowered to substitute, to the extent enforceable, provisions similar hereto or other provisions so as to provide to Company and WCAS, to the fullest extent permitted by applicable law, the benefits intended by Sections 4.1(a) and 4.1(b).

                    (e)The covenants contained in Section 4.1(b) shall survive the conclusion of Executive’s employment by Company and/or his service as an officer of Company.

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                    (f)If, at any time, Executive sells or transfers any securities of Holdings or any of its subsidiaries to Holdings or to any then-current stockholder of Holdings or any subsidiary (a “Repurchase”), such Repurchase shall serve as additional consideration for Executive’s compliance with the restrictions during the Non-Competition Period provided for under this Section 4.1;

                    (g)In the event Executive violates any provision of this Agreement, the running of the time period of such provisions so violated shall be automatically suspended upon the date of such violation and shall resume on the date such violation ceases and all appeals, if any, are resolved.

                    (h)Executive acknowledges and agrees that the covenants, obligations and agreements of Executive contained herein relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements shall cause Company and its successors irreparable injury for which adequate remedies are not available at law. In the event of a breach or threatened breach by Executive of any provision of this Section 4.1, Company and its successors, without proving actual damages shall be entitled to seek an injunction (without the requirement to post bond) restraining Executive from (a) soliciting or interfering with employees, consultants, independent contractors, customers or suppliers of Company, its affiliates or their respective successors, (b) disclosing, in whole or in part, the private, secret and confidential information described herein, or from rendering any services to any person, firm, corporation, association or other entity to whom such information has been disclosed, or is threatened to be disclosed, (c) engaging, participating or otherwise being connected with any arrangement in competition with Company’s business of leasing and selling storage containers, storage trailers, cartage trailers and mobile offices or (d) otherwise violating the provisions of this Section 4.1. Nothing herein contained shall be construed as prohibiting Company or its successors from pursuing any other remedies available to it or them for such breach or threatened breach, including without limitation the recovery of damages from Executive.

                    (i)Executive acknowledges and agrees that (i) he has and will have a prominent role in the management, and the development of the goodwill, of Company and its affiliates and has and will establish and develop relations and contacts with the principal customers and suppliers of Company and its affiliates in the United States, the United Kingdom and the rest of the world, if any, all of which constitute valuable goodwill of, and could be used by Executive to compete unfairly with, Company and its affiliates, (ii) Executive has obtained confidential and proprietary information and trade secrets concerning the business and operations of Company and its affiliates in the United States, the United Kingdom and the rest of the world that could be used to compete unfairly with Company and its affiliates, (iii) the covenants and restrictions contained herein are intended to protect the legitimate interests of Company and its affiliates in their respective goodwill, trade secrets and other confidential and proprietary information and (iv) Executive desires to be bound by such covenants and restrictions.

                    (j)Executive represents that his economic means and circumstances are such that the provisions of this Agreement, including the restrictive covenants herein, will not prevent him from providing for himself and his family on a basis satisfactory to him and them.

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                    (k)If Executive raises any question as to the enforceability of any part or terms of this Agreement, including, without limitation, the restrictive covenants contained herein, Executive agrees that he will comply fully with this Agreement unless and until the entry of an award to the contrary.

ARTICLE 5
Miscellaneous

          Section 5.1      Notices. Any notice or request required or permitted to be given hereunder shall be sufficient if in Writing and delivered personally or sent by registered or certified mail, return receipt requested, as follows: if to Executive, to his address as set forth in the records of Company, and if to Company, to Company’s address hereinabove set forth, or to any other address designated by either party by notice similarly given. Such notice shall be deemed to have been given upon the personal delivery or such mailing thereof, as the case may be.

          Section 5.2      Survival. Sections 3.1 and 4.1 and Article 5 of this Agreement shall survive and continue in full force in accordance with their respective terms notwithstanding the expiration or termination of the Employment Period.

          Section 5.3      Authority; No Conflict. Executive represents and warrants to Company that he has full right and authority to execute and deliver this Agreement and to comply with the terms and provisions hereof and that the execution and delivery of this Agreement and compliance with the terms and provisions hereof by Executive will not conflict with or result in a breach of the terms, conditions or provisions of any agreement, restriction or obligation by which Executive is bound.

          Section 5.4      Assignment and Succession. The rights and obligations of Company under this Agreement shall inure to the benefit of and be binding upon its respective successors and assigns, and Executive’s rights and obligations hereunder shall inure to the benefit of and be binding upon his Designated Successors. Executive may not assign any obligations or responsibilities he has under this Agreement.

          Section 5.5      Headings. The Article, Section, paragraph and subparagraph headings are for convenience of reference only and shall not define or limit the provisions hereof.

          Section 5.6      Tax Withholding. Company may withhold from any amounts payable under this Agreement all Federal, state, city or other taxes as may be required pursuant to any law, regulation or ruling.

          Section 5.7      Applicable Law. This Agreement shall at all times be governed by and construed, interpreted and enforced in accordance with the internal laws (as opposed to conflict or choice of laws provisions) of the State of Delaware. Each party hereto irrevocably submits to the exclusive jurisdiction of any state or Federal court located within the State of California for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby, and agrees to commence any such action, suit or proceeding only in such courts. Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth herein shall be

8

effective service of process for any such action, suit or proceeding. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

          Section 5.8      Waiver. No waiver of any right or remedy of either party hereto under this Agreement shall be effective unless in writing, specifying such waiver, executed by such party. A waiver by either party hereto of any of its rights or remedies under this Agreement on any occasion shall not be a bar to the exercise of the same right or remedy on any subsequent occasion or of any other right or remedy at any time.

          Section 5.9      Amendment or Modification. This Agreement may be amended, altered, or modified only by writing, specifying such amendment, alteration or modification, executed by all of the parties.

          Section 5.10   Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument.

          Section 5.11   Entire Agreement. This Agreement constitutes the entire Agreement between the parties regarding the subject matter hereof, and supersedes all prior or contemporaneous negotiations, understandings or agreements of the parties, whether written or oral, with respect to such subject matter.

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          IN WITNESS WHEREOF, Company has caused this Agreement to be signed by its respective duly authorized officer and Executive has signed this Agreement as of the day and year first above written.

EXECUTIVE
Ronald Halchishak
COMPANY
MOBILE STORAGE GROUP, INC.
By:
	Douglas A. Waugaman
	President & Chief Executive
	Officer
MOBILE SERVICES
MOBILE SERVICES GROUP, INC.
By:
	Douglas A. Waugaman
	President & Chief Executive Officer

Signature Page to Waugaman Employment Agreement

Exhibit A
UK Employment Agreement

11

Exhibit B
Bonus Plan

12

Exhibit C
Variable Compensation Plan

13

Exhibit D
Persons Whose Moving Expenses Are to be Paid by the Company

Ron Halchishak family.

14

EX-10.18

Exhibit 10.18

October 15, 2004

Mr. Jeffrey A Kluckman
55 Sequoia Lane
Deerfield, IL 60015-1391

Dear Jeff:

Welcome to Mobile Storage! The purpose of this letter is to confirm our understanding of your employment and to summarize your compensation. Contingent upon you passing a pre-employment drug test as well as our review of the findings of a background investigation, your hire date will be effective as of September 15, 2004.

You will hold the position of Vice President of Mergers & Acquisitions. In this role your bi-weekly base pay will be $5,769.23 (equivalent to $150,000.00 per year), of which five percent (5%) is paid in consideration for you signing the attached Proprietary Information, Invention and Non-Compete Agreement.

You will also receive a monthly car allowance of $250.00, also paid bi-weekly ($115.38), provided that you maintain and provide evidence of automobile liability insurance with an insurer satisfactory to Mobile Storage with coverage limits of not less than $100,000 for bodily injury per person, $300,000 for bodily injury per accident and $100,000 for property damage.

As a full-time employee, your compensation also includes your eligibility to participate in MSG’s standardized benefits program. Your benefits will be effective as of October 1, 2004. MSG will pay the full premium for your medical and dental insurance. You will accrue vacation at the rate of three weeks per year.

Your employment with MSG is at mutual consent of both parties. If you accept our offer, your employment will be “at-will,” which means that either you or MSG may terminate the employment relationship at any time, with or without cause, or advance notice. MSG reserves its rights to modify your position.

This letter constitutes the entire agreement between you and MSG relating to this subject matter and supersedes all prior contemporaneous agreements, understandings, negotiations, or representations, whether written or oral, express or implied, on this subject. This letter may not be modified or amended except in writing.

Mr. Jeffrey A. Kluckman
Page 2

Please acknowledge your acceptance of this offer by signing and returning this letter, along with the Proprietary Information, Invention and Non-Compete Agreement by October 20, 2004.

We believe you will be a valuable addition to The Mobile Storage Group and look forward to a mutually beneficial working relationship.

Best regards,
Mobile Storage Group, Inc.

Lynn Courville
Director of Human Resources

Attachments:
Proprietary Information, Invention and Non-Compete Agreement

/ have read this offer letter in its entirety, and any attached or incorporated agreements, and voluntarily agree to the terms and conditions of employment described in these documents. I understand and agree that this offer letter does not constitute an employment contract and I will be employed on an at-will basis.

Signed by:
Date: 10/19/04

EX-10.19

   ex_10101.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

EX-10.20

Exhibit 10.20

Execution Copy

MANAGEMENT SERVICES AGREEMENT

          This MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made as of August 1, 2006, by and among Mobile Services Group, Inc., a Delaware corporation (“MSG”), MSG WC Holdings Corp., a Delaware corporation (“Holdings”, and together with MSG, the “Company”), and WCAS Management Corporation, a Delaware corporation (“WCAS”).

          WHEREAS, the Company from time to time desires to retain and avail itself of WCAS, and WCAS desires to perform for the Company and certain of its Affiliates certain services.

          WHEREAS, WCAS, by and through its officers, employees, agents and Affiliates, has developed, in connection with the conduct of its businesses and affairs, expertise in the fields of management, finance and strategic planning.

          WHEREAS, in connection with the merger of MSG WC Acquisition Corp., a Delaware corporation (“Merger Sub”), with and into MSG pursuant to the Agreement and Plan of Merger dated as of May 24, 2006 and as amended from time to time, among Holdings, Merger Sub and MSG (the “Merger Agreement”), Affiliates of WCAS have purchased shares of Common Stock (the “Stock Purchase”).

          NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties do hereby agree as follows:

          1. Definitions.

          “Affiliate” means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

          “Common Stock” means Holding’s common stock, $0.01 par value per share.

          “Independent Third Party” means any Person who, immediately prior to the contemplated transaction, (i) does not own in excess of five percent (5%) of the Common Stock on a fully-diluted basis (any Person owning in excess of five percent (5%) of the Common Stock on a fully-diluted basis being referred to herein as a “5% Owner”), (ii) is not an Affiliate of any such 5% Owner, and (iii) is not the spouse or descendent (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

          “Out-of-Pocket Expenses” of any Person means the amounts paid by or on behalf of such Person in connection with the services contemplated hereby, including (but not limited to) (i) reasonable fees and disbursements of any independent professionals and organizations, including independent auditors and outside legal counsel, investment bankers or other financial advisors or consultants, (ii) reasonable costs of any outside services or independent contractors, such as financial printers, couriers, business publications or similar services, (iii) reasonable transportation, per diem, telephone calls, word processing expenses or any similar expense not

associated with its ordinary operations, (iv) bank ticking or other fees in connection with any proposed financing for MSG, Holdings and/or any of their respective subsidiaries, if any and (v) as applicable, other reasonable and customary expenses associated with providing advisory services to the Company.

          “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

          “Sale of the Company” means the sale of Holdings and its subsidiaries including in one transaction or a series of related transactions, to an Independent Third Party or group of Independent Third Parties pursuant to which such party or parties acquire (i) equity securities of Holdings constituting a majority of Holdings’ outstanding shares of voting securities (whether by merger, consolidation, sale or transfer of any or all of Holdings’ outstanding capital stock) or (ii) all or substantially all of the assets of Holdings and its subsidiaries determined on a consolidated basis.

          2. Term. The term (the “Term”) for the provision of the services under this Agreement shall commence on the date hereof and shall remain in effect unless and until (i) the Company and WCAS terminate this Agreement by mutual written agreement, or (ii) the consummation of a Sale of the Company.

          3. Appointment. The Company hereby retains WCAS to render management and consulting services to the Company (or to such subsidiaries of Holdings or MSG as the Company may request) during the Term.

          4. Services. WCAS, by and through its officers, employees, agents and Affiliates, as WCAS shall designate from time to time, in its sole discretion, agrees to perform or cause to be performed such management and consulting services (including, but not limited, to management, finance, marketing and strategic planning) for the Company and certain of its Affiliates as mutually agreed upon by and between WCAS and a majority of Holdings’ board of directors (the “Board”). In addition, WCAS intends to provide certain services and assistance to the Company, and to provide the Company with certain resources available to WCAS in order to enhance the value of the Company as mutually agreed upon by and between WCAS and a majority of the Board; provided, that the provision of such resources does not compromise WCAS or impair its ability to conduct its business, as determined in its sole discretion. WCAS shall not have any obligation to the Company as to the method and time of rendering the aforementioned services, and the Company shall not have any right to dictate or direct the details of the performance of such services. This Agreement shall in no way prohibit WCAS or any of its Affiliates or employees from engaging in other activities, whether or not competitive with the business of the Company.

          5. Power of WCAS. So that it may properly perform its duties hereunder, WCAS shall, subject to Section 7 hereof, have the authority and power to do all things necessary and proper to carry out the duties set forth in Section 4 hereof.

          6. WCAS Services Fees.

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                    (a) If invoiced by WCAS at any time prior to or within 30 days after the due date during the Term, Holdings (or its designee) shall pay to WCAS a services fee (the “Services Fee”) equal to $800,000 per annum. The Services Fee shall be payable quarterly in advance as of each January 1, April 1, July 1 and October 1, beginning with the quarter ended December 31, 2006 (which shall be payable on October 1, 2006). To the extent that Holdings is restricted from paying the Services Fee under the terms of Holdings’ or MSG’s senior credit facility, any portion of the Services Fee not so paid shall be payable at the time at which such limitations cease to exist. The Company also agrees to reimburse WCAS for all of its Out-of-Pocket Expenses incurred by or on behalf of WCAS in connection with its provision of services to the Company hereunder.

                    (b) During the Term, WCAS shall be entitled to receive from Holdings (or its designee) a transaction fee in connection with the consummation by the Company or any of its subsidiaries of (a) each material acquisition of an additional business, (b) each material divestiture (including, for the avoidance of doubt, the Sale of the Company) and (c) each material financing or refinancing, in each case, in an amount equal to not less than one percent (1%) of the aggregate value of such transaction (each such payment, a “Transaction Fee”) plus all Out-of-Pocket Expenses of WCAS or any of its Affiliates (other than the Company) in connection with any such transaction. Nothing in this Section 6(b) shall limit the right of WCAS or any of its Affiliates to collect fees (including fees for additional capital provided by WCAS or any of its Affiliates to the Company) in addition to the Transaction Fee in connection with any transaction of the type contemplated by this Section 6(b).

          7. Independent Contractor. Nothing herein shall be construed to create a joint venture or partnership between the parties hereto or an employee/employer relationship. WCAS and the Company agree that WCAS shall perform its services hereunder as an independent contractor, retaining control over and responsibility for its own operations and employees.

          8. Liability. Neither WCAS nor any of its Affiliates, members, employees or agents shall be liable to the Company or its subsidiaries or Affiliates for any loss, liability, damage or expense arising out of or in connection with the performance of services contemplated by this Agreement, except as a direct result of WCAS’ willful misconduct or act of fraud (in which case only the party responsible for such willful misconduct or act of fraud may be liable).

          9. Indemnity. The Company shall defend, indemnify and hold harmless WCAS, its Affiliates and their respective, members, employees, agents, directors, officers and controlling persons (collectively, the “Indemnified Parties”) from and against any and all loss, liability, damage or expense (including the fees and expenses of counsel and other litigation costs and the cost of my preparation or investigation), joint or several, arising from any claim (a “Claim”) by any Person with respect to, or in any way related to, the services (including, without limitation, the engagement of WCAS pursuant to this Agreement and the performance by WCAS of services pursuant to this Agreement) contemplated by this Agreement resulting from any act or omission by the Indemnified Parties. The Company shall defend at its own cost and expense any and all suits or actions (just or unjust) which may be brought against the Company and/or its Affiliates and the Indemnified Parties. The Company shall defend at its own cost and expense any and all suits or actions (just or unjust) which may be brought in which the Indemnified Parties may be impleaded with others upon any Claim upon any matter, directly or indirectly,

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related to or arising out of the Agreement or the performance hereof by the Indemnified Parties, except, that to the extent any such damage shall be proven to be the direct result of willful misconduct or act of fraud by any of the Indemnified Parties, then the Company shall not be obligated to provide any indemnity with respect thereto. The foregoing provisions shall survive the termination of this Agreement.

          10. Representations and Warranties. The Company represents and warrants to WCAS that: (i) the Company has taken all action necessary to permit it to execute and deliver this Agreement and the other documents and instruments to be executed by it pursuant hereto and to carry out the terms hereof and thereof; (ii) this Agreement and each such other document and instrument, when duly executed and delivered by the Company, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application related to the enforcement of creditor’s rights generally, and (B) general principles of equity, and (iii) the Company is not required to obtain any order, consent, approval or authorization of, or to make any declaration or filing with, any third party or governmental authority in connection with the execution and delivery of this Agreement and the other documents and instruments to be executed by it pursuant hereto or the consummation of the transactions contemplated hereby and thereby, except for such order, consent, approval, authorization, declaration or filing as which has been or will be obtained or made prior to the date hereof.

          11. Expenses and Closing Fee. Holdings (or its designee) shall pay to WCAS on the Closing Date (as defined in the Merger Agreement), a financing fee in the amount of $6,000,000. In addition, Holdings (or its designee) shall pay, and hold WCAS and its Affiliates harmless against, any liability for the payment of (i) the fees and expenses of their counsel arising in connection with the negotiation and execution of this Agreement and any and all other agreements executed in connection with the Stock Purchase (collectively, the “Transaction Documents”) and the consummation of the transactions contemplated thereby which shall be payable at the closing of the Stock Purchase, (ii) the fees and expenses incurred with respect to any amendments or waivers (whether or not the same become effective) under or in respect of any of the Transaction Documents (including, without limitation, in connection with any proposed merger, sale or recapitalization of Holdings or MSG) or otherwise in connection with any such Person’s assessment of their rights and obligations thereunder, (iii) stamp and other taxes which may be payable in respect of the Stock Purchase or the issuance, delivery or acquisition of any shares of Common Stock, (iv) the fees and expenses incurred with respect to the enforcement of the rights granted under the Transaction Documents and (v) the fees and expenses incurred by each such Person in any filing with any governmental agency with respect to its investment in the Company or in any other filing with any governmental agency with respect to the Company which mentions such Person.

          13. Notices. All notices, requests, consents and other communications provided for herein shall be in writing and shall be (i) delivered in person, (ii) transmitted by telecopy, (iii) sent by first-class, registered or certified mail, postage prepaid, or (iv) sent by reputable overnight courier service, fees prepaid, to the recipient at the address or telecopy number set forth below, or such other address or telecopy number as may hereafter be designated in writing by such recipient. Notices shall be deemed given upon personal delivery, seven (7) days

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following deposit in the mail as set forth above, upon customary acknowledgment by the receiving telecopier or one (1) day following deposit with a reputable overnight courier service.

To the Company:
c/o Welsh, Carson, Anderson & Stowe
320 Park Avenue
Suite 2500
New York, NY 10022
Facsimile: (212) 893-9575
Attention:	Sanjay Swani
	Jonathan M. Rather
and
MSG WC Holding Corp.
c/o Mobile Storage Group, Inc.
7590 North Glenoaks Boulevard, Suite 101
Burbank, California 91504
Facsimile: (818) 253-3154
Attention:	Douglas A. Waugaman
	Chrisotpher A. Wilson
With a copy (which shall not constitute notice to the Company) to:
Kirkland & Ellis LLP
153 East 53rd Street
New York, NY 10022
Facsimile: (212) 446-6460
Attention: Michael Movsovich, Esq.
To WCAS:
320 Park Avenue
Suite 2500
New York, NY 10022
Facsimile: (212) 893-9575
Attention:	Sanjay Swani
	Jonathan M. Rather
With a copy (which shall not constitute notice to the Company) to:
Kirkland & Ellis LLP
153 East 53rd Street
New York, NY 10022
Facsimile: (212) 446-6460
Attention:	Michael Movsovich, Esq.

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          14. Miscellaneous.

                    (a) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of each of WCAS and the Company.

                    (b) Survival of Representations and Warranties. All representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

                    (c) Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not; provided, that this Agreement shall not be assignable (i) by the Company, except with the written consent of WCAS, or (ii) by WCAS, except to an Affiliate or with the written consent of the Company.

                    (d) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

                    (e) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

                    (f) Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

                    (g) No Third-Party Beneficiaries. Except as set forth in Section 9, this Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns and nothing herein expressed or implied shall give or be construed to give any Person, other than the parties hereto and such permitted successors and assigns, any legal or equitable rights hereunder.

                    (h) Governing Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement, even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

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                    (i) Waiver of Jury Trial. Each of the parties hereto waives any right it may have to trial by jury in respect of any litigation based on, arising out of, under or in connection with this Agreement or any course of conduct, course of dealing, verbal or written statement or action of any party hereto.

                    (j) Jurisdiction. Each of the parties hereto submits to the jurisdiction of any state or federal court sitting in New York, New York, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court and hereby expressly submits to the personal jurisdiction and venue of such court for the purposes hereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum. Each of the parties hereby irrevocably consent to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to its address set forth in Section 12, such service to become effective ten (10) days after such mailing.

                    (k) No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any of the provisions of this Agreement.

                    (l) Obligations of MSG and Holdings. The obligations of MSG and Holdings under this Agreement are joint and several.

*  *  *  *

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          IN WITNESS WHEREOF, the parties hereto have executed this Management Services Agreement on the date first written above.

MOBILE SERVICES GROUP, INC.
By:
Name:		Christopher A. Wilson
Title:		Assistant Secretary
MSG WC HOLDINGS CORP.
By:
Name:		Christopher A. Wilson
Title:		Assistant Secretary
WCAS MANAGEMENT CORPORATION
By:
Name:		Sanjay Swani
Title:		Vice President

Signature Page to Management Services Agreement

EX-10.21

Exhibit 10.21

INDEMNIFICATION AGREEMENT

          THIS INDEMNIFICATION AGREEMENT (this “Agreement”), is made and entered into this 10th day of May, 2006 (the “Effective Date”), by and among Mobile Storage Group, Inc., a Delaware corporation, Mobile Services Group, Inc., a Delaware corporation (each a “Company” and collectively, the “Companies”), and Christopher A. Wilson (“Indemnitee”).

          WHEREAS, it is essential to the Companies to retain and attract as officers the most capable persons available;

          WHEREAS, at the request of the Companies, Indemnitee currently serves as an officer of one or more of the Companies and may, therefore, be subjected to claims, suits or proceedings arising as a result of his service;

          WHEREAS, as an inducement to Indemnitee to continue to serve as such officer, the Companies have agreed (i) to jointly and severally indemnify and be obligated to advance expenses and costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the fullest extent permitted by law and as set forth in this Agreement, and (ii) to the extent insurance is maintained, to provide coverage for, or continue coverage of, Indemnitee under the Companies’ directors’ and officer’s liability insurance policies; and

          WHEREAS, the parties by this Agreement desire to set forth their agreement regarding indemnification.

          NOW, THEREFORE, in consideration of the premises contained herein and of Indemnitee’s agreement to continue to serve the Companies directly or, at their request, another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:

          Section 1. Definitions. For purposes of this Agreement:

          (a) “Change in Control” means a change in control of one or more of the Companies occurring after the Effective Date of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), whether or not the Company involved is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if after the Effective Date:

                              (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company involved or a corporation owned directly or indirectly by the stockholders of such Company in substantially the same proportions as their ownership of stock of such Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of such Company representing 20% or more of the total voting power represented by such Company’s then outstanding Voting Securities without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person attaining such percentage interest;

                              (ii) there occurs a proxy contest, or the Company involved is a party to a merger, consolidation, sale of assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the

Board of Directors then in office, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or

                              (iii) during any period of two consecutive years, other than as a result of an event described in clause (a)(ii) of this Section 1, individuals who at the beginning of such period constituted the Board of Directors of the Company involved and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board of Directors.

          (b) “Claim” means any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether instituted by any or all of the Companies or by any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other.

          (c) “Expenses” shall include attorneys’ fees and all other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any Claim relating to any Indemnifiable Event.

          (d) “Indemnifiable Event” means any event or occurrence related to or alleged to be related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of any of the Companies, or is or was serving at the request of any of the Companies as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by Indemnitee in any such capacity.

          (e) “Independent Legal Counsel” means an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who shall not have otherwise performed services for any of the Companies or Indemnitee within the last three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

          (f) “Potential Change in Control” shall be deemed to have occurred if (i) any of the Companies enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any person (including the Company involved) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; (iii) any person, other than a trustee or other fiduciary holding securities under an employee benefit plan such Company or a corporation owned, directly or indirectly, by the stockholders of such Company in substantially the same proportions as their ownership of stock of such Company, who is or becomes the beneficial owner, directly or indirectly, of securities of such Company representing nine and one-half percent (9.5%) or more of the combined voting power of such Company’s then outstanding Voting Securities, increases his beneficial ownership of such securities by five percent (5%) or more over the percentage so owned by such person; or (iv) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

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          (g) “Reviewing Party” means any appropriate person or body consisting of a member or members of one of the Companies’ Boards of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.

          (h) “Voting Securities” means any securities of any of the Companies which vote generally in the election of directors.

          Section 2. Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Companies, jointly and severally shall indemnity Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than 30 days after written demand is presented to any of the Companies, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and shall include, without limitation, Expenses of any counsel selected by Indemnitee who has the right to select his or her own counsel. If so requested by Indemnitee, the Companies, jointly and severally shall be obligated to advance (within two business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”).

          (b) Notwithstanding the foregoing, (i) the obligations of the Companies under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Companies, jointly and severally, to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Companies shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Companies) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Companies for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not been a Change in Control, the Reviewing Party shall be legal counsel or a person who shall be advised by legal counsel which person and/or legal counsel, as applicable, shall be selected by the Board of Directors of Mobile Services Group, Inc., a Delaware corporation, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Companies hereby

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consent to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Companies and Indemnitee.

          Section 3. Change in Control. The Companies agree that if there is a Change in Control of any of the Companies (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control) and the Companies elect to seek legal advice concerning the rights and obligations of the parties hereunder, then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or the Companies’ bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, the Companies shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Companies (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Companies and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Companies agree to, jointly and severally be obligated to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

          Section 4. Indemnification for Additional Expenses. The Companies, jointly and severally shall indemnify Indemnitee against any and all expenses (including attorneys’ fees) and, if requested by Indemnitee, shall (within two business days of such request) advance such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Companies under this Agreement or any other agreement or the Companies’ bylaws now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Companies, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.

          Section 5. Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Companies, jointly and severally, for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Companies, jointly and severally shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

          Section 6. Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Companies to establish that Indemnitee is not so entitled.

          Section 7. No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contenders, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any

4

particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.

          Section 8. Nonexclusivity. The rights of the Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Companies’ bylaws, the Corporations Code of California, the Delaware General Corporation Law or otherwise. To the extent that a change in the Corporations Code of California or the Delaware General Corporation Law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Companies’ bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.

          Section 9. Liability Insurance. To the extent the Companies maintain an insurance policy or policies providing directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Companies’ directors or officers.

          Section 10. Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of any of the Companies against Indemnitee, Indemnitee’s spouse, heirs, executors or’ personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of any of the Companies shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.

          Section 11. Amendments. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

          Section 12. Subrogation. In the event of payment under this Agreement, the Companies shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Companies effectively to bring suit to enforce such rights.

          Section 13. No Duplication of Payments. The Companies shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, the Companies’ bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.

          Section 14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns,

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including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Companies, spouses, heirs, executors and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer or director of the Companies or of any other enterprise at the Companies’ request.

          Section 15. Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law.

          Section 16. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.

(Signature Follow)

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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

MOBILE STORAGE GROUP, INC., a Delaware corporation
By:
	Name: Douglas A. Waugaman
	Title:   President & Chief Executive Officer
MOBILE SERVICES GROUP, INC. a Delaware corporation
By:
	Name: Douglas A. Waugaman
	Title:   President & Chief Executive Officer
	Christopher A. Wilson

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EX-10.22

Exhibit 10.22

INDEMNIFICATION AGREEMENT

          THIS INDEMNIFICATION AGREEMENT (this “Agreement”), is made and entered into this 10th day of May, 2006 (the “Effective Date”), by and among Mobile Storage Group, Inc., a Delaware corporation, Mobile Services Group, Inc., a Delaware corporation (each a “Company” and collectively, the “Companies”), and Allan A. Villegas (“Indemnitee”).

          WHEREAS, it is essential to the Companies to retain and attract as officers the most capable persons available;

          WHEREAS, at the request of the Companies, Indemnitee currently serves as an officer of one or more of the Companies and may, therefore, be subjected to claims, suits or proceedings arising as a result of his service;

          WHEREAS, as an inducement to Indemnitee to continue to serve as such officer, the Companies have agreed (i) to jointly and severally indemnify and be obligated to advance expenses and costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the fullest extent permitted by law and as set forth in this Agreement, and (ii) to the extent insurance is maintained, to provide coverage for, or continue coverage of, Indemnitee under the Companies’ directors’ and officer’s liability insurance policies; and

          WHEREAS, the parties by this Agreement desire to set forth their agreement regarding indemnification.

          NOW, THEREFORE, in consideration of the premises contained herein and of Indemnitee’s agreement to continue to serve the Companies directly or, at their request, another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:

          Section 1. Definitions. For purposes of this Agreement:

          (a) “Change in Control” means a change in control of one or more of the Companies occurring after the Effective Date of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), whether or not the Company involved is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if after the Effective Date:

                    (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company involved or a corporation owned directly or indirectly by the stockholders of such Company in substantially the same proportions as their ownership of stock of such Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of such Company representing 20% or more of the total voting power represented by such Company’s then outstanding Voting Securities without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person attaining such percentage interest;

                    (ii) there occurs a proxy contest, or the Company involved is a party to a merger, consolidation, sale of assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the

Board of Directors then in office, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or

                    (iii) during any period of two consecutive years, other than as a result of an event described in clause (a)(ii) of this Section 1, individuals who at the beginning of such period constituted the Board of Directors of the Company involved and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board of Directors.

          (b) “Claim” means any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether instituted by any or all of the Companies or by any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other.

          (c) “Expenses” shall include attorneys’ fees and all other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any Claim relating to any Indemnifiable Event.

          (d) “Indemnifiable Event” means any event or occurrence related to or alleged to be related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of any of the Companies, or is or was serving at the request of any of the Companies as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by Indemnitee in any such capacity.

          (e) “Independent Legal Counsel” means an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who shall not have otherwise performed services for any of the Companies or Indemnitee within the last three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

          (f) “Potential Change in Control” shall be deemed to have occurred if (i) any of the Companies enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any person (including the Company involved) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; (iii) any person, other than a trustee or other fiduciary holding securities under an employee benefit plan such Company or a corporation owned, directly or indirectly, by the stockholders of such Company in substantially the same proportions as their ownership of stock of such Company, who is or becomes the beneficial owner, directly or indirectly, of securities of such Company representing nine and one-half percent (9.5%) or more of the combined voting power of such Company’s then outstanding Voting Securities, increases his beneficial ownership of such securities by five percent (5%) or more over the percentage so owned by such person; or (iv) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

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           (g) “Reviewing Party” means any appropriate person or body consisting of a member or members of one of the Companies’ Boards of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.

          (h) “Voting Securities” means any securities of any of the Companies which vote generally in the election of directors.

          Section 2. Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Companies, jointly and severally shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than 30 days after written demand is presented to any of the Companies, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and shall include, without limitation, Expenses of any counsel selected by Indemnitee who has the right to select his or her own counsel. If so requested by Indemnitee, the Companies, jointly and severally shall be obligated to advance (within two business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”).

          (b) Notwithstanding the foregoing, (i) the obligations of the Companies under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Companies, jointly and severally, to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Companies shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Companies) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Companies for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not been a Change in Control, the Reviewing Party shall be legal counsel or a person who shall be advised by legal counsel which person and/or legal counsel, as applicable, shall be selected by the Board of Directors of Mobile Services Group, Inc., a Delaware corporation, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Companies hereby

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consent to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Companies and Indemnitee.

          Section 3. Change in Control. The Companies agree that if there is a Change in Control of any of the Companies (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control) and the Companies elect to seek legal advice concerning the rights and obligations of the parties hereunder, then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or the Companies’ bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, the Companies shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Companies (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Companies and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Companies agree to, jointly and severally be obligated to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

          Section 4. Indemnification for Additional Expenses. The Companies, jointly and severally shall indemnify Indemnitee against any and all expenses (including attorneys’ fees) and, if requested by Indemnitee, shall (within two business days of such request) advance such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Companies under this Agreement or any other agreement or the Companies’ bylaws now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Companies, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.

          Section 5. Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Companies, jointly and severally, for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Companies, jointly and severally shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

          Section 6. Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Companies to establish that Indemnitee is not so entitled.

          Section 7. No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any

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particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.

          Section 8. Nonexclusivity. The rights of the Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Companies’ bylaws, the Corporations Code of California, the Delaware General Corporation Law or otherwise. To the extent that a change in the Corporations Code of California or the Delaware General Corporation Law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Companies’ bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.

          Section 9. Liability Insurance. To the extent the Companies maintain an insurance policy or policies providing directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Companies’ directors or officers.

          Section 10. Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of any of the Companies against Indemnitee, Indemitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of any of the Companies shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.

          Section 11. Amendments. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

          Section 12. Subrogation. In the event of payment under this Agreement, the Companies shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Companies effectively to bring suit to enforce such rights.

          Section 13. No Duplication of Payments. The Companies shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, the Companies’ bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.

          Section 14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns,

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including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Companies, spouses, heirs, executors and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer or director of the Companies or of any other enterprise at the Companies’ request.

          Section 15. Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law.

          Section 16. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.

(Signature Follow)

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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

MOBILE STORAGE GROUP, INC.,
a Delaware corporation
By:
	Name: Christopher A. Wilson
	Title: General Counsel & Assistant Secretary
MOBILE SERVICES GROUP, INC.
a Delaware corporation
By:
	Name: Christopher A. Wilson
	Title: General Counsel & Assistant Secretary
	Allan A. Villegas

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EX-10.23

Exhibit 10.23

INDEMNIFICATION AGREEMENT

          THIS INDEMNIFICATION AGREEMENT (this “Agreement”), is made and entered into this 10th day of May, 2006 (the “Effective Date”), by and among Mobile Storage Group, Inc., a Delaware corporation, Mobile Services Group, Inc., a Delaware corporation (each a “Company” and collectively, the “Companies”), and Douglas A Waugaman (“Indemnitee”).

          WHEREAS, it is essential to the Companies to retain and attract as officers the most capable persons available;

          WHEREAS, at the request of the Companies, Indemnitee currently serves as an officer of one or more of the Companies and may, therefore, be subjected to claims, suits or proceedings arising as a result of his service;

          WHEREAS, as an inducement to Indemnitee to continue to serve as such officer, the Companies have agreed (i) to jointly and severally indemnify and be obligated to advance expenses and costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the fullest extent permitted by law and as set forth in this Agreement, and (ii) to the extent insurance is maintained, to provide coverage for, or continue coverage of, Indemnitee under the Companies’ directors’ and officer’s liability insurance policies; and

          WHEREAS, the parties by this Agreement desire to set forth their agreement regarding indemnification.

          NOW, THEREFORE, in consideration of the premises contained herein and of Indemnitee’s agreement to continue to serve the Companies directly or, at their request, another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:

          Section 1. Definitions. For purposes of this Agreement:

          (a) “Change in Control” means a change in control of one or more of the Companies occurring after the Effective Date of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), whether or not the Company involved is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if after the Effective Date:

                         (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company involved or a corporation owned directly or indirectly by the stockholders of such Company in substantially the same proportions as their ownership of stock of such Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of such Company representing 20% or more of the total voting power represented by such Company’s then outstanding Voting Securities without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person attaining such percentage interest;

                         (ii) there occurs a proxy contest, or the Company involved is a party to a merger, consolidation, sale of assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the

Board of Directors then in office, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or

                         (iii) during any period of two consecutive years, other than as a result of an event described in clause (a)(ii) of this Section 1, individuals who at the beginning of such period constituted the Board of Directors of the Company involved and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board of Directors.

          (b) “Claim” means any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether instituted by any or all of the Companies or by any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other.

          (c) “Expenses” shall include attorneys’ fees and all other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any Claim relating to any Indemnifiable Event.

          (d) “Indemnifiable Event” means any event or occurrence related to or alleged to be related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of any of the Companies, or is or was serving at the request of any of the Companies as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by Indemnitee in any such capacity.

          (e) “Independent Legal Counsel” means an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who shall not have otherwise performed services for any of the Companies or Indemnitee within the last three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

          (f) “Potential Change in Control” shall be deemed to have occurred if (i) any of the Companies enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any person (including the Company involved) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; (iii) any person, other than a trustee or other fiduciary holding securities under an employee benefit plan such Company or a corporation owned, directly or indirectly, by the stockholders of such Company in substantially the same proportions as their ownership of stock of such Company, who is or becomes the beneficial owner, directly or indirectly, of securities of such Company representing nine and one-half percent (9.5%) or more of the combined voting power of such Company’s then outstanding Voting Securities, increases his beneficial ownership of such securities by five percent (5%) or more over the percentage so owned by such person; or (iv) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

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          (g) “Reviewing Party” means any appropriate person or body consisting of a member or members of one of the Companies’ Boards of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.

          (h) “Voting Securities” means any securities of any of the Companies which vote generally in the election of directors.

          Section 2. Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Companies, jointly and severally shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than 30 days after written demand is presented to any of the Companies, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and shall include, without limitation, Expenses of any counsel selected by Indemnitee who has the right to select his or her own counsel. If so requested by Indemnitee, the Companies, jointly and severally shall be obligated to advance (within two business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”).

          (b) Notwithstanding the foregoing, (i) the obligations of the Companies under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Companies, jointly and severally, to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Companies shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Companies) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Companies for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not been a Change in Control, the Reviewing Party shall be legal counsel or a person who shall be advised by legal counsel which person and/or legal counsel, as applicable, shall be selected by the Board of Directors of Mobile Services Group, Inc., a Delaware corporation, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Companies hereby

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consent to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Companies and Indemnitee.

          Section 3. Change in Control. The Companies agree that if there is a Change in Control of any of the Companies (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control) and the Companies elect to seek legal advice concerning the rights and obligations of the parties hereunder, then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or the Companies’ bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, the Companies shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Companies (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Companies and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Companies agree to, jointly and severally be obligated to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

          Section 4. Indemnification for Additional Expenses, The Companies, jointly and severally shall indemnify Indemnitee against any and all expenses (including attorneys’ fees) and, if requested by Indemnitee, shall (within two business days of such request) advance such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Companies under this Agreement or any other agreement or the Companies’ bylaws now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Companies, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.

          Section 5. Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Companies, jointly and severally, for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Companies, jointly and severally shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

          Section 6. Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Companies to establish that Indemnitee is not so entitled.

          Section 7. No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any

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particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.

          Section 8. Nonexclusivity. The rights of the Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Companies’ bylaws, the Corporations Code of California, the Delaware General Corporation Law or otherwise. To the extent that a change in the Corporations Code of California or the Delaware General Corporation Law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Companies’ bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.

          Section 9. Liability Insurance. To the extent the Companies maintain an insurance policy or policies providing directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Companies’ directors or officers.

          Section 10. Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of any of the Companies against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of any of the Companies shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.

          Section 11. Amendments. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

          Section 12. Subrogation. In the event of payment under this Agreement, the Companies shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Companies effectively to bring suit to enforce such rights.

          Section 13. No Duplication of Payments. The Companies shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, the Companies’ bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.

          Section 14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns,

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including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Companies, spouses, heirs, executors and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer or director of the Companies or of any other enterprise at the Companies’ request.

          Section 15. Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law.

          Section 16. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.

(Signature Follow)

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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

MOBILE STORAGE GROUP, INC.,
a Delaware corporation
By:
	Name: Christopher A. Wilson
	Title: General Counsel & Assistant Secretary
MOBILE SERVICES GROUP, INC.,
a Delaware corporation
By:
	Name: Christopher A. Wilson
	Title: General Counsel & Assistant Secretary
	Douglas A. Waugaman

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EX-10.24

Exhibit 10.24

BOARD RETENTION AND CONSULTING AGREEMENT

                    THIS BOARD RETENTION AND CONSULTING AGREEMENT (this “Agreement”) is entered into as of this 31st day of January, 2007 (the “Effective Date”) by and among Mobile Storage Group, Inc., a Delaware corporation (the “Company”) with an office at 7590 North Glenoaks Boulevard, Suite 101, Burbank, CA 91504, MSG WC Holdings Corp., a Delaware corporation (“Parent”) with an office at 7590 North Glenoaks Boulevard, Suite 101, Burbank, CA 91504 and Ronald F. Valenta, an individual residing at 5200 Jessen Drive, La Canada, CA 91011 (“Consultant”).

R E C I T A L S

          WHEREAS, the parties wish to set forth the terms and conditions upon which the Company will retain Consultant.

                    NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

                    1. Consulting Services.

                              1.1 The term of the retention of Consultant (the “Term”) shall commence on Effective Date and continue (unless terminated earlier pursuant to Section 4 hereof) until the first anniversary of the Effective Date, Consultant shall consult with the Company regarding such tasks and assignments as directed by the Chief Executive Officer or President (the “Executive Officer”). During the Term, Consultant shall serve as a consultant to the Company and as a member of the Board of Directors of Parent (the “Board”), with commensurate title, duties, responsibility and status. In his capacity as a consultant hereunder, Consultant shall report to Douglas A. Waugaman, the President and Chief Executive Officer or the Company, or his successor. Upon the first anniversary of the Effective Date this Agreement shall renew automatically for additional one (1)-year terms unless either party shall deliver written notice of termination to the other no later than 90 days prior to the end of the then-current term.

                              1.2 Consultant shall have exclusive control over the means and manner by which the services called for by this Agreement are performed.

                              1.3 Consultant shall devote so much of his productive time, ability and attention as is necessary to perform consulting services as requested or assigned by the Executive Officer. Consultant may render services of a business or commercial nature to another individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, or an unincorporated organization (each a “Person”) during the term of this Agreement.

                    2. Compensation. In consideration of the services to be rendered by Consultant hereunder a consulting fee of $6,250 per month in advance, which shall be payable on the first day of each month during the Term. The foregoing fees shall be Consultant’s sole compensation for all services rendered by Consultant hereunder.

                    3. Expenses. The Company shall reimburse Consultant for expenses incurred by him during the term of this Agreement in the performance of his duties as a consultant for the Company; provided, however, that the Company shall not be obligated to reimburse Consultant for any expenses which have not been approved in advance by the Company.

                    4. Termination.

                              4.1 Termination for Cause. Consultant understands and agrees that this Agreement may be terminated by the Company for “cause” upon written notice to Consultant in the manner set forth in Section 7.3 below. “Cause” shall mean a finding by the Board in good faith that Consultant has (i) been engaged in an act or acts of dishonesty that resulted directly or indirectly in more than an aggregate of $5,000 in gain or personal enrichment to Consultant at the expense of the Company; (ii) breached this Agreement in any material respect; (iii) been convicted of any felony offense involving fraud, theft or dishonesty at any time; (iv) been incarcerated for more than 10 days during the term of this Agreement, or (v) failed to substantially perform duties persisting for a reasonable period following written notice; provided that, in any event, the Term shall automatically terminate upon consummation of a Sale of the Company (as defined in the Stockholders Agreement, dated as of August 1, 2006, by and among MSG WC Holdings Corp. and the stockholders party thereto, as such agreement may be amended or otherwise modified from time to time). In the event that Consultant’s retention shall be terminated (a “Retention Termination”) for any reason by the Company or shall expire (the date such Retention Termination occurs, being referred to herein as the “Retention Termination Date”), the Company shall have no further obligations hereunder. Except as otherwise specifically agreed in writing by the parties hereto, the termination of the Term or of this Agreement shall not relieve any of the parties hereto of any obligation arising under this Agreement prior to termination. For the avoidance of doubt, non-renewal of the Term under Section 1.1 by either party, shall not be considered a breach by such party of the terms of this Agreement.

                              4.2 Death. In the event of the death of Consultant during the term of this Agreement, the Company shall pay, or cause to be paid, to any one or more beneficiaries designated by Consultant pursuant to notice to the Company or, failing such designation, to Consultant’s estate, the fees earned provided for herein through the date on which Consultant’s death occurs.

                              4.3 Disability. In the event that Consultant shall become, by reason of physical or mental disability, incapable of performing his duties and services in accordance with the provisions of this Agreement, and such incapacity(ies) shall continue for more than 60 days out of any consecutive 120-day period, the Company shall have the right to terminate this Agreement by giving Consultant written notice of such termination and, thereafter, this Agreement shall immediately terminate. Upon such termination, all compensation shall cease

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immediately, and the Company shall owe Consultant only the amount of Consultant’s fees earned as of the date of such termination.

                              4.4 Effect of Termination. Upon termination or expiration of this Agreement, Consultant shall immediately surrender to the Company all lists, books, records, materials and documents, together with all copies thereof, and all other property in Consultant’s possession or under Consultant’s control, relating to or used in connection with the past or present business of the Company, or any affiliate or subsidiary of the Company. Consultant acknowledges and agrees that all such lists, books, records, materials and documents, including, but not limited to, compilations or collections of suppliers’, contractors’, employees’ and customers’ names and addresses, are the sole and exclusive property of the Company.

                    5. Nondisclosure; Ownership and Protection of Proprietary Rights; Noncompetition and Nonsolicitation.

                              5.1 Nondisclosure. Consultant understands and agrees that, in the course of Consultant’s relationship with the Company, Consultant may acquire confidential information and trade secrets concerning the Company’s operations, future plans, methods of doing business, marketing, costs, and that it would be extremely damaging to the Company if such information were disclosed or made available to any other Person. In view of the nature of the consulting relationship with the Company contemplated herein, Consultant agrees that, during the term of this Agreement and thereafter, any and all confidential information, including, without limitation, any customer lists, customer information or addresses, trade secrets, information relating to governmental relations, discoveries, practices, processes, methods or products, whether patentable or not, concerning the business of the Company or any confidential information concerning or relating to any former or existing suppliers, contractors, employees or customers of the Company or any Person is controlling, controlled by, under common control with or otherwise affiliated with the Company (collectively, the “Customers”), with respect to the past, present or future business of the Company, or any affiliate or subsidiary of the Company or any secret, proprietary or confidential information concerning or relating to the past, present or future business of the Company, or any affiliate or subsidiary of the Company (collectively, “Confidential Information”) that Consultant has acquired or may acquire from any such corporation or business entity or the Company, shall be maintained by Consultant in confidence and shall not be disclosed or divulged to any third party without the prior written consent of the Executive Officer. Consultant further agrees that Consultant will not utilize such Confidential Information on Consultant’s own behalf or on behalf of others at any time during the term of this Agreement or thereafter. Consultant agrees that he will not divert or attempt to divert any of the customers or do any act to impair, prejudice or destroy the goodwill of the Company with the Customers.

                              5.2 Ownership of Intellectual Property. Consultant acknowledges and agrees that all intellectual property (including without limitation all ideas, concepts, inventions, plans, developments, software, data, configurations, materials (whether written or machine-readable), designs, drawings, illustrations and photographs, which may be protectable, in whole or in part, under any patent, copyright, trademark, trade secret or other intellectual property law), developed, created, conceived, made or reduced to practice during the term of this Agreement which (a) relate to the current, future or potential business of the Company, (b) result from the

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duties or work performed by Consultant hereunder, or (c) are developed during working time or using the Company’s equipment, supplies, facilities, resources, materials or information, shall be the sole and exclusive property of the Company and Consultant shall and hereby does assign all right, title and interest in and to such intellectual property to the Company.

                              5.3 Non-Competition and Non-Solicitation Covenants.

                                         5.3.1 Subject to Section 5.3.6, during the Term, Consultant shall not (directly or indirectly) (i) own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, consultant, representative, or otherwise), (ii) render services to any Person or (iii) in any manner engage in any activity or enterprise, in either case, competing with the business of leasing or selling containers, trailers and mobile office units (the “Business”) in any location in the United States of America or the United Kingdom (“Restricted Territory”); provided, however, that nothing herein shall prohibit Consultant from being a beneficial owner of not more than five percent (5%) of the outstanding stock of any class of an entity which is publicly traded.

                                        5.3.2 During the Term, Consultant shall not (directly or indirectly) do any of the following: (i) solicit the employment of or hire any employee of the Company or any of its subsidiaries that is employed as of the date of this Agreement (or any employee who was employed by the Company or any of its subsidiaries for any type of employment within the six-month period prior to the date of this Agreement unless such employee was terminated by the Company or its subsidiaries) without the prior written consent of the Parent, provided, however, that nothing herein shall prohibit Consultant from making general, non-targeted solicitation advertisements; (ii) call on, solicit, or service any supplier, licensee, licensor, or other business relation of the Company or any of its subsidiaries as of the date of this Agreement with respect to products or services related to the Business in order to influence or induce or attempt to influence or induce such Person to decrease or cease doing business with the Company or any of its subsidiaries; or (iii) make any statement or do any act intended to cause customers of the Company or any of its subsidiaries as of the date of this Agreement to make use of the services or purchase the products of any business that competes with the Business.

                                        5.3.3 Consultant acknowledges and agrees that: (1) the Business has been and shall be conducted in the Restricted Territory; (2) as applicable, Consultant’s (A) knowledge of the Company’s and its subsidiaries’ operations and the Business, (B) rendering of services in the Business as a director, officer, employee or consultant of the Company or any of its subsidiaries, (C) financial resources and (D) customer contacts in the Business would permit Consultant, but for the non-compete, non-solicitation and confidentiality covenants in this Agreement, to unfairly compete with the Business; and (3) the geographical restrictions and the length of the non-competition and non-solicitation periods are reasonable and narrowly drawn to impose no greater restraint than is necessary to protect the goodwill of the Company and its subsidiaries.

                                        5.3.4. Each of the Parent, the Company and Consultant intends that the covenants of this Section 5 shall be deemed to be a series of separate covenants, one for each county or province of each and every state, territory or jurisdiction of each country within

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any geographical area in the Restricted Territory, and one for each month of the time periods covered by such covenants.

                                        5.3.5. Consultant agrees that in the event a court of competent jurisdiction declares, by way of a final non-appealable order, that there has been a breach by Consultant of this Section 5, the term of any such term or covenant so breached shall be automatically extended for Consultant for the period of time of the violation from the date on which such breach ceases or from the date of the entry by such court of competent jurisdiction of such order, whichever is later.

                                        5.3.6 Notwithstanding the foregoing, the covenants contained in Section 5.3.1, Section 5.3.2(ii) and Section 5.3.2(iii) of the Agreement shall not prevent Consultant from acquiring and operating a business that competes with the Business so long as the activities of such entity that compete with the Business generate and comprise less than twenty percent (20%) of the total annual revenues of such entity for the most recent fiscal year of such entity.

                               5.4 Survival. Subject to the following provisions, the provisions of this Section 5 shall survive the termination of this Agreement, irrespective of the reason therefor.

                    6. Relief. Consultant acknowledges that (a) the services to be rendered by him are of a special, unique and extraordinary character and it would be very difficult or impossible to replace such services, (b) the provisions of Section 5 are reasonable and necessary to protect the legitimate interests of the Company, (c) the restrictions contained in Section 5 will not prevent Consultant from earning or seeking a livelihood, (d) the restrictions contained in Section 5 shall apply in all areas where such application is permitted by law and (e) any violation of this Agreement by Consultant would result in irreparable harm to the Company. Accordingly, Consultant consents and agrees that, if Consultant violates any of the provisions of this Agreement, the Company shall be entitled to, in addition to other remedies available to it, an injunction to be issued by any court of competent jurisdiction restraining him from committing or continuing any violation of this Agreement, without the need to post any bond or for any other undertaking, including, without limitation, proving the inadequacy of money damages.

                    In the event that the whole or any part of the provisions of Section 5 hereof shall be determined to be invalid by reason of the extent, duration, scope or other provision set forth therein, the extent, duration, scope or other provision of that section shall be reduced so as to cure such invalidity and in its reduced form the provisions of Section 5 shall be enforceable in the manner contemplated hereby. The provisions of this Section 6 shall survive the termination of this Agreement, irrespective of the reason therefor.

                    7. Miscellaneous.

                              7.1 Waiver of Breach. Neither party’s failure to enforce any provision or provisions of this Agreement shall be deemed or in any way construed as a waiver of any such provision or provisions, nor prevent that party thereafter from enforcing each and every provision of this Agreement. The rights granted the parties herein are cumulative and shall not

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constitute a waiver of any party’s right to assert all other legal remedies available to it under the circumstances.

                              7.2 Successors; Assigns. The Company shall not assign its rights and obligations hereunder without the prior written consent of Consultant; provided, however, that the Company shall be entitled to assign its rights hereunder to any acquirer, affiliate or successor to the Company without the prior written consent of Consultant. Consultant shall not assign any of his rights or obligations hereunder without the prior written consent of the Executive Officer. Subject to the foregoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, executors, successors and assigns of Consultant and the Company.

                              7.3 Notices. All notices and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to be sufficiently given (a) if delivered personally, upon delivery and (b) if delivered by registered or certified mail (return receipt requested), postage prepaid, upon the earlier of actual delivery or upon three (3) days after being mailed, in each case to Consultant or the Company at the address set forth at the beginning of this Agreement. Either party may, by notice given hereunder, designate any further or different address to which subsequent notices or other communications shall be sent.

                              7.4 Severability. If any term or provision of this Agreement is held to be void or unenforceable by any court of competent jurisdiction, only that objectionable term or provision shall be deleted herefrom while the remainder of the term, provision and agreement shall be enforceable.

                              7.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of laws principles.

                              7.6 Agreement to Arbitrate.

                                        7.6.1 Except for the remedies available to the Company pursuant to Section 6 hereof, any controversy, dispute or claim under, arising out of, in connection with or in relation to this Agreement, including but not limited to the negotiation, execution, interpretation, construction, coverage, scope, performance, nonperformance, breach, termination, validity or enforceability of this Agreement or any alleged fraud in connection therewith or this Section 7.6, shall be settled, at the request of either party, by arbitration conducted in accordance with the Commercial Arbitration Rules or then existing rules for commercial arbitration of the American Arbitration Association before a single arbitrator. The arbitration of such issues, including the determination of any amount of damages suffered by any party hereto by reason of the acts or omissions of any party, shall be binding upon the parties after confirmation of the award by a court of competent jurisdiction; provided, however, that the parties may attack or appeal any arbitration award in accordance with applicable law. The parties intend that this Section 7.6 shall be valid, binding, enforceable and irrevocable and shall survive the termination of this Agreement.

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                                        7.6.2 Any arbitration proceedings hereunder shall be held in Los Angeles, California.

                                        7.6.3 Judgment upon any award rendered by the arbitrator may be entered by any court having jurisdiction thereof.

                                        7.6.4 The prevailing party shall be entitled to an award of its costs, attorneys’ and other fees and other expenses as part of the arbitrator’s award in connection with each arbitration, and the non-prevailing party shall bear the costs, fees and expenses incurred by and payable to the arbitrator and court reporter.

                              7.7 Counterparts. This Agreement may be executed simultaneously in two (2) or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one (1) and the same instrument. Facsimiles of signatures may be taken as the actual signatures, and each party agrees to furnish the other with documents bearing the original signatures within ten (10) days of the facsimile transmission.

                              7.8 Complete Agreement; Amendments. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements and understandings relating thereto. This Agreement may not be waived, changed, modified, extended or discharged orally, but only by a written instrument signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

                              7.9 Parties Not Bound. The parties to this Agreement agree and acknowledge that Consultant currently is (i) the Chief Executive Officer and a Director of General Finance Corporation, a publicly traded Delaware corporation (“General Finance”), and (ii) the beneficial owner of approximately 15% of the outstanding shares of capital stock of General Finance. The parties further agree that nothing in this Agreement is intended to, or shall, limit or in any manner affect Consultant’s obligations as an officer or director of General Finance or his duties to General Finance. For the avoidance of doubt, notwithstanding any provision of this Agreement, this Agreement (x) shall have no binding effect upon, and shall not be enforceable against, General Finance and (y) shall not restrict Consultant’s activities as an officer or director or General Finance.

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[CONSULTING AGREEMENT SIGNATURE PAGE]

                    IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written.

COMPANY:
Mobile Storage Group, Inc.
By:
	An Authorized Officer
CONSULTANT
	Ronald F. Valcnta

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EX-10.25

Exhibit 10.25

Execution Copy

BOARD RETENTION AND CONSULTING AGREEMENT

          THIS BOARD RETENTION AND CONSULTING AGREEMENT (the “Agreement”) is made as of August 28, 2006, by and among Mobile Storage Group, Inc., a Delaware corporation (the “Company”) with an office at 7590 North Glenoaks Boulevard, Burbank, CA 91504, MSG WC Holdings Corp., a Delaware corporation (“Parent”) with an office at c/o Welsh, Carson, Anderson & Stowe, 320 Park Avenue, Suite 2500, New York, NY 10022 and Jim Martell, an individual residing at 314 Ringling Pointe Drive, Sarasota, FL 34234 (the “Consultant”).

          WHEREAS, the parties wish to set forth the terms and conditions upon which the Company will retain the Consultant.

          NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties agree as follows:

          1. Term of Retention; Services.

                     (a) The Company hereby retains the Consultant, and the Consultant hereby accepts such retention as a consultant of the Company, upon the terms set forth in this Agreement. The term of retention of the Consultant (the “Term”) will be effective on the date hereof and will end on the second anniversary of the date hereof (the “Expiration Date”), unless extended pursuant to the next sentence of this Section l(a) or earlier terminated pursuant to Section 5 hereof. The Term shall automatically extend for successive twelve (12) month periods commencing on the Expiration Date and each subsequent anniversary thereof unless either party gives written notice to the other party of an intention not to extend the Term no less than three (3) months prior to the Expiration Date or subsequent anniversary thereof.

                     (b) During the Term, the Consultant shall serve as a consultant to the Company, as a member of the Board of Directors of Parent (the “Board”), and as a member of the Executive Committee of the Board, with commensurate title, duties, responsibility and status. In his capacity as a consultant hereunder, the Consultant shall report to the Board.

          2. Extent of Services: Authority.

                     (a) During the Term, the Consultant shall perform his duties to the best of his ability and shall use his best efforts to further the interests of the Company and its subsidiaries. The Company acknowledges that the Consultant may secure full-time employment with other persons; provided that such employment does not otherwise violate the terms hereof.

                     (b) The Company and the Consultant acknowledge and agree that the Company shall not exercise general supervision or control over the time, place or manner in which the Consultant provides services hereunder, and that in performing services pursuant to this Agreement the Consultant shall be acting and shall act at all times as an independent contractor only and not as an employee, agent, partner or joint venturer of or with Parent, the Company, or any subsidiary of the Company. The Consultant acknowledges that he is solely

responsible for the payment of all Federal, state, local and foreign taxes that are required by applicable laws or regulations to be paid with respect to the Quarterly Fees (as defined below).

                    (c) The Consultant represents and warrants to the Company and to Parent (i) that he is able to enter into this Agreement, that his ability to enter into this Agreement and to fully perform his duties are not limited to or restricted by any agreements, understandings instruments, orders, judgments or decrees to which the Consultant is a party or by which he is bound, (ii) the Consultant is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person that would in any way limit his ability to perform his duties hereunder, and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of the Consultant, enforceable in accordance with its terms, in each case except as set forth on Exhibit A hereto. The Company and Parent likewise represent and warrant that upon the execution and delivery of this Agreement by the Company and Parent, this Agreement shall be the valid and binding obligation of Company and Parent, enforceable in accordance with its terms. For the purposes of this Agreement, the term “person” means any natural person, corporation, partnership, limited liability partnership, limited liability company, or any other entity of any nature.

          3. Quarterly Fees. During the Term, the Company shall pay the Consultant a quarterly consulting fee of $12,500 (a “Quarterly Fee”), which shall be payable on the last day of each fiscal quarter during the Term; provided that (i) if the Consultant is engaged hereunder during a fiscal quarter for less than all of that fiscal quarter, the Quarterly Fee payable hereunder shall be pro-rated based on the actual number of days the Consultant was engaged hereunder, and (ii) the Quarterly Fee shall be reduced in any fiscal quarter by the amount of any fees paid during such fiscal quarter to the Consultant by the Company or Parent as consideration for his services as a director of Parent or member of the Executive Committee of the Board.

          4. Reimbursement of Business Expenses. During the Term, the Company shall reimburse the Consultant for all reasonable and necessary out-of-pocket costs incurred or paid by the Consultant in connection with, or related to, the performance of his services, duties and responsibilities under this Agreement, in accordance with reasonable Company policies in effect from time to time and subject to presentation by the Consultant of documentation, expense statements, vouchers, and/or such other supporting information as the Company may request.

          5. Termination. The Term may be terminated by either the Company or the Consultant for any reason (and upon such termination the Consultant shall resign as a member of the Board and as a member of the Executive Committee of the Board) at any time during the Term with 60 days’ prior written notice of such termination to the other party; provided that, in any event, the Term shall automatically terminate (i) at such time as the Consultant no longer serves as a member of the Board for any reason or (ii) upon consummation of a Sale of the Company (as defined in the Stockholders Agreement, dated as of August 1, 2006, by and among MSG WC Holdings Corp. and the stockholders party thereto, as such agreement may be amended or otherwise modified from time to time). In the event that the Consultant’s retention shall be terminated (a “Retention Termination”) for any reason by the Company or the Consultant or otherwise (including expiration hereof) (the date such Retention Termination occurs, being referred to herein as the “Retention Termination Date”), the Company shall have

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no further obligations hereunder. Except as otherwise specifically agreed in writing by the parties hereto, the termination of the Term or of this Agreement shall not relieve any of the parties hereto of any obligation arising under this Agreement prior to termination. For the avoidance of doubt, any termination by either party upon 60 days’ written notice as contemplated above, or any non-renewal of the Term under Section 1(a) by either party, shall not be considered a breach by such party of the terms of this Agreement.

          6. Non-Competition. The Consultant agrees that during the Consultant’s retention with the Company and its Affiliates, including the Term, and during the Restricted Period the Consultant shall not, without the express prior written consent of the Board, directly or indirectly, whether for his own account or for the account of any other person, Engage in a Restricted Business that (i) is, either in whole or in part, doing business within one-hundred (100) miles of any location at which the Company or any of its subsidiaries is actually conducting or, to the knowledge of the Consultant based on the knowledge he would reasonably be expected to have acquired in the ordinary course of performance of the Consultant’s duties, was actively contemplating conducting business as of the Retention Termination Date or (ii) provides Restricted Services to any person who on the Retention Termination Date is a current or prospective customer of the Company or any of its subsidiaries or was a customer during the twelve (12)-month period preceding the Retention Termination Date. As used herein, “Affiliate” means, with respect to any person, any other person that, directly or indirectly through one or more of its intermediaries, controls, is controlled by or is under common control with such person.

                    For purposes of this Agreement:

                              (i) “Engaging in a Restricted Business” means engaging in (whether such engagement be as an individual, officer, director, employee, proprietor, consultant, partner, member, manager or investor) any business or operations which primarily involves the provision of Restricted Services unless solely as a holder of less than five percent (5%) of the outstanding capital stock of an entity whose shares are publicly traded on a national securities exchange or through a national market system, “Engaging in a Restricted Business” shall not include: (1) the acquisition, sale, development, ownership, management or operation of any real property, whether commercial or residential, or (2) any of the Consultant’s activities undertaken in connection with his service as a consultant to, or as a member of the board of directors of, each of the companies listed on Exhibit A attached hereto.

                               (ii) “Restricted Services” means acquiring, marketing, leasing, renting or selling containers, containerized offices, storage trailers, ground level office units and accommodation units.

                               (iii) “Restricted Period” means one (1) year from the Retention Termination Date.

          7. Non-Solicitation and Non-Disparagement.

                    (a) During the Consultant’s retention with the Company and its Affiliates, including the Term, and during the Restricted Period, the Consultant shall not, without the

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express prior written consent of the Board, directly or indirectly, whether for his own benefit or for the benefit of any person (other than the Company or any Affiliate of the Company), (i) hire, offer to hire, divert, entice away, solicit or in any other manner persuade, or attempt to do any of the foregoing (each, a “Solicitation”), any person who is an officer or employee of the Company or any of its subsidiaries to accept employment with a third party or engage in a Solicitation with respect to any person who is, or was, at any time within twelve (12) months prior to the Solicitation, an officer, employee, agent or consultant of the Company or any of its subsidiaries; or (ii) engage in a Solicitation with respect to (1) any actual or prospective customer of the Company or any of its subsidiaries to become a customer of any third party Engaged in a Restricted Business, or (2) any customer or supplier to cease doing business with the Company or any of its subsidiaries. For purposes hereof a “prospective customer” of the Company or any of its subsidiaries is any potential customer as to which the Company or any of its subsidiaries has (A) held negotiations or actually solicited with respect to a business relationship that has been reduced to “writing”, electronic or otherwise (i.e., a proposal, term sheet, memorandum of understanding, letter of intent, proposed contract), or (B) identified as a prospective client in any budget, business plan, strategic plan or other internal planning document.

                    (b) Neither the Company and its subsidiaries, on the one hand, nor the Consultant, on the other hand, shall make any negative or disparaging statements or communications regarding the other party.

          8. Confidential Information. Under no circumstances and at no time, during or after the Retention Termination Date, shall the Consultant in any manner, whether directly or indirectly, use for his own benefit or the benefit of any other person, nor disclose, divulge, render or offer, any knowledge or information with respect to the confidential affairs or plans, trade secrets, know-how or any other information that the Company or its subsidiaries has treated or could reasonably be expected to treat as confidential, proprietary or sensitive information in respect of the conduct or details of the business of the Company or any subsidiary thereof (“Confidential Information”), except on behalf of the Company and its subsidiaries in the course of the proper performance of his duties hereunder. The Consultant acknowledges and agrees that any and all such Confidential Information will be received and held by him in a confidential capacity, and that disclosure of such Confidential Information would pose a direct threat to the Company and its subsidiaries in the hands of its competitors. For purposes of this Section 8, the term “Confidential Information” shall not include any information which is generally available to the public other than as a result of a disclosure by the Consultant. Upon the Retention Termination Date, or at any time upon the request of the Company, the Consultant (or his heirs or personal representatives) shall deliver to the Company all documents and materials containing Confidential Information, and all documents, materials and other property belonging to the Company, which in either case are in the possession or under the control of the Consultant (or his heirs or personal representatives).

          9. Acknowledgement and Enforcement.

                    (a) The parties expressly agree that the restrictions and duration of the obligations set forth in Sections 6 through 8 of this Agreement (i) are reasonable and no broader than necessary to protect the legitimate business interests of the Company and the goodwill thereof, (ii) do not and will not impose an unreasonable burden upon the Consultant and (iii) are

4

a significant element of the consideration hereunder. Because Consultant’s services are unique and because the Consultant has access to Confidential Information, the parties hereto agree that the Company would suffer irreparable harm from a breach of Sections 6, 7, or 8 by the Consultant and that money damages would not be an adequate remedy for any such breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company or its successors or assigns, in addition to other rights and remedies existing in their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

                     (b) In the event that, notwithstanding the foregoing, any of the provisions of Sections 6 through 8 shall be declared by an arbitration or a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though said invalid or unenforceable provisions had not been included therein. In the event that any provision of Sections 6 through 8 shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the term, condition or aspect deemed reasonable and enforceable by the court shall be incorporated into the applicable section of this Agreement, shall replace the term, condition or aspect deemed by the court to be unreasonable and unenforceable, and shall remain enforceable to the fullest extent permitted by law.

                     (c) Each of the parties hereto intends that the covenants of Section 6 shall be deemed to be a series of separate covenants, one for each county or province of each and every state, territory or jurisdiction of each country within any geographical area in the restricted territory, and one for each month of the time periods covered by such covenants.

          10. Corporate Opportunity. While the Consultant is retained by the Company, the Consultant shall disclose to the Board all business, commercial and investment opportunities or offers presented to the Consultant or of which the Consultant otherwise becomes aware at any time during the Consultant’s retention by the Company which relate to or involve any entity or business engaged in: (a) acquiring, marketing, leasing, renting or selling containers, containerized offices, storage trailers, ground level office units and accommodation units; or (b) any other business that the Company could reasonably be expected to pursue in the future based on the Consultant’s knowledge of the Company’s operations and the industry in which it operates. Nothing herein shall require the Consultant to violate any confidentiality or other obligation that the Consultant owes to any third party.

          11. Property of Company. The Consultant acknowledges that from time to time in the course of providing services pursuant to his retention, he shall have the opportunity to inspect and use certain property, both tangible and intangible, of the Company, and the Consultant hereby agrees that such property shall remain the exclusive property of the Company and the Consultant shall have no right or proprietary interest in such property, whether tangible or intangible including the customer and supplier lists, contract forms, books of account, computer programs and similar property of the Company.

          12. Payments on Behalf of the Consultant. The Company and its subsidiaries shall be entitled to deduct or withhold from any amounts owing from the Company or any of its

5

subsidiaries to the Consultant any federal, state, local or foreign withholding taxes, excise tax, or employment taxes (“Taxes”) imposed with respect to the Consultant’s compensation or other payments from the Company or any of its subsidiaries or the Consultant’s ownership interest in the Company (including wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity). In the event the Company or any of its subsidiaries does not make such deductions or withholdings, the Consultant shall indemnify the Company and its subsidiaries for any amounts paid to satisfy such Taxes, excluding any interest, penalties and related expenses related to the Company’s failure to withhold such Taxes.

          13. Consultant’s Cooperation. While the Consultant is retained by the Company and after the Retention Termination Date, the Consultant shall cooperate with the Company and its subsidiaries in any internal investigation, any administrative, regulatory or judicial investigation or proceeding or any dispute with a third party as reasonably requested by the Company (including the Consultant being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into the Consultant’s possession, all at times and on schedules that are reasonably consistent with the Consultant’s other permitted activities and commitments). In the event the Company requires the Consultant’s cooperation in accordance with this Section 13 after the Retention Termination Date, the Company shall compensate the Consultant for his time at a reasonable rate to be determined by the Board, as well as reimburse the Consultant for reasonable travel expenses (including lodging and meals) upon submission of receipts and shall not unreasonably interfere with the Consultant’s schedule in any such request.

          14. Submission To Arbitration. All disputes, claims, or controversies arising out of or relating to this Agreement or otherwise relating to the retention of the Consultant or the negotiation, validity, performance or breach hereof, that are not resolved by mutual agreement shall be resolved solely and exclusively by binding arbitration to be conducted before JAMS/Endispute, Inc. or its successor. The arbitration shall be held in New York, New York, before a single arbitrator and shall be conducted in accordance with the rules and regulations promulgated by JAMS/Endispute, Inc. except to the extent specifically modified herein, which modification shall only be effective to the extent permitted by JAMS/Endispute, Inc.’s applicable rules and regulations. The parties covenant and agree that the arbitration shall commence within thirty (30) days of the date on which a written demand for arbitration is filed by any party hereto. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. In connection with the arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party and any third-party witnesses. In connection with any arbitration, each party shall provide to the other, no later than seven (7) business days before the date of the arbitration, the identity of all persons that may testify at the arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert. The arbitrator’s decision and award shall be made and delivered within ninety (90) days of the selection of the arbitrator. The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability. The decision of the arbitrator on the points in dispute will be final, unappealable and binding and judgment on the award may be entered in any court having jurisdiction thereof. With respect to any claim for damages resulting from the breach of any of the provisions of this Agreement, the arbitrator shall

6

not have power to award damages in excess of actual compensatory and incidental damages and shall not multiply actual damages or award punitive damages or any other damages that are specifically excluded under this Agreement, and each party hereby irrevocably waives any claim to such damages, unless such irrevocable waiver is otherwise prohibited by law. The parties covenant and agree that they will participate in the arbitration in good faith. The arbitrator may in his or her discretion assess costs and expenses (including the reasonable legal fees and expenses of the prevailing party) against any party to a proceeding. Any party unsuccessfully refusing to comply with an order of the arbitrators shall be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. This Section 14 applies equally to requests for temporary, preliminary or permanent injunctive relief, except that in the case of temporary or preliminary injunctive relief any party may proceed in court without prior arbitration for the limited purpose, in its sole judgment, of avoiding irreparable harm or maintaining the status quo. The provisions of this Section 14 shall be enforceable in any court of competent jurisdiction.

          Each of the parties hereto irrevocably and unconditionally consents to the exclusive jurisdiction of JAMS/Endispute, Inc. to resolve all disputes, claims or controversies arising out of or relating to this Agreement or the negotiation, validity, performance or breach hereof, and further irrevocably and unconditionally consents to the exclusive jurisdiction of the courts of the state of New York for the purposes of enforcing this Agreement. Each party further irrevocably waives any objection to proceeding before JAMS/Endispute, Inc. or the courts of the state of New York, as the case may be, based upon lack of personal jurisdiction or to the laying of venue and further irrevocably and unconditionally waives and agrees not to make a claim in any court that arbitration before JAMS/Endispute, Inc. or an action before a court in the state of New York, as the case may be, has been brought in an inconvenient forum. Each of the parties hereto hereby consents to service of process by registered mail at the address to which notices are to be given. Each of the parties hereto agrees that its or his/her submission to jurisdiction and its or his/her consent to service of process by mail is made for the express benefit of the other parties hereto.

          15. Put/Call Rights.

                    (a) Consultant Put Right. At any time during the period beginning on the Retention Termination Date and ending on the 30^th day following the Retention Termination Date (the “Put Period”), the Consultant may elect to sell to Parent (a) all or part of the 159.29 shares of common stock, par value $0.01 per share of Parent (the “Common Stock”) purchased by the Consultant on the date hereof (the “Investment Shares”) and/or (b) all or part of the Option Shares (as defined below), in each case, on the terms described in Section 15(c) below (the “Put Right”).

                    (b) Parent Call Right. At any time during the period beginning on the Retention Termination Date and ending on the 45^th day following the Retention Termination Date (the “Call Period”), Parent may elect to buy from the Consultant (a) all or part of the Investment Shares and/or (b) all or part of the Option Shares, in each case, on the terms described in Section 15(c) below (the “Call Right”); provided, that to the extent Parent elects to purchase less than all of the Consultant’s Investment Shares or Option Shares, Parent must purchase the same percentage of the Consultant’s Investment Shares as Option Shares.

7

                    (c) Put/Call Procedures. The Put Right and Call Right described in Sections 15(a) and 15(b) shall be subject to the following terms:

                              (i) The Person entitled to exercise the Put Right or Call Right pursuant to Sections 15(a) or 15(b), as the case may be, may exercise such rights by delivery of written notice (a “Put/Call Exercise Notice”) to the Parent or the Consultant, as applicable, no later than 5:00 pm (Eastern Standard Time) on the last day of the Put Period or the Call Period, as the case may be.

                              (ii) The purchase and sale of the Shares pursuant to this Section 15 shall be consummated at Parent’s executive offices within 90 days after the Put/Call Exercise Notice is given. At the closing of such purchase and sale, the Consultant shall sell, assign, transfer and deliver the Shares to Parent (free and clear of any liens or encumbrances) against payment by Parent of the Put/Call Price in accordance with Section 15(c)(iii) below, and Parent and the Consultant shall execute and deliver a transfer agreement containing customary representations and warranties from the Consultant regarding the sale of the Shares (including, without limitation, representations and warranties regarding good title to such Shares, free and clear of any liens or encumbrances).

                              (iii) The purchase price payable for the Shares to be acquired pursuant to this Section 15 (the “Put/Call Price”) shall be determined as of the date of exercise of the Put Right or Call Right, as applicable, and shall be paid by wire transfer of immediately available funds to an account specified by the Consultant and shall equal:

(A)	in the case of exercise of the Put Right, an amount equal to the lower of (x) the aggregate purchase price paid by the Consultant for the Shares being sold by the Consultant pursuant to this Section 15 or (y) the aggregate Fair Market Value of the number of Shares being sold by the Consultant pursuant to this Section 15; and
(B)	in the case of exercise of the Call Right, an amount equal to the higher of (x) the aggregate purchase price paid by the Consultant for the Shares being sold by the Consultant pursuant to this Section 15 or (y) the aggregate Fair Market Value of the number of Shares being sold by the Consultant pursuant to this Section 15;

provided that, to the extent such payment as described above is not permitted by Parent’s or its subsidiaries’ debt arrangements, Parent covenants to use commercially reasonable efforts to pay the Put/Call Price as soon as payment is permitted pursuant to Parent’s and its subsidiaries’ debt arrangements, however, Parent shall be under no obligation to attempt to shorten any prohibition period under such debt arrangement or obtain any waiver or consent of such debt arrangement to expedite such payment. Furthermore, to the extent Parent acquires any Option Shares pursuant to this Section 15 that underly Options that have not been exercised, the Option (or portion thereof) related to such repurchased Option Shares shall terminate and be of no further force or effect.

8

Notwithstanding anything to the contrary set forth herein, Parent has the right to assign its rights or delegate its duties under this Section 15.

                    (d) For purposes of this Section 15:

                              (i) “Option Shares” has the meaning ascribed to such term in the Stock Option Grant Agreement.

                              (ii) “Option” has the meaning ascribed to such term in the Stock Option Grant Agreement.

                              (iii) “Stock Option Grant Agreement” means the letter agreement dated August 28, 2006 between the Consultant and Parent with respect to the grant by Parent of a non-qualified stock option to the Consultant.

                              (iv) “Shares” means the shares of Common Stock and/or Option Shares with respect to which the Put Right or the Call Right, as applicable, is being exercised.

                              (v) “Fair Market Value” of a Share means, as of the date in question (the “Valuation Date”), the average of the officially quoted closing selling prices of the stock (or if no selling prices are quoted, the bid price) on the principal securities exchange or market on which the Share is then listed for trading (including, for this purpose, the New York Stock Exchange) (the “Market”) for the 30 trading days immediately prior to the date in question; provided, however, that when shares received upon exercise of an option are immediately sold in the open market, the net sale price received may be used to determine the Fair Market Value of any shares used to pay the exercise price or applicable withholding taxes and to compute the withholding taxes. If the Shares are not then listed or quoted in the Market, the Fair Market Value shall, subject to the following paragraph, be the fair value of the Share determined in good faith by the Board using any reasonable method (the “Board Determination”).

If the Consultant disagrees with the Board Determination, the Consultant may, within ten (10) days after delivery of the Board Determination, deliver a notice (an “Objection Notice”) to Parent setting forth the Consultant’s objection to the Board Determination (including, in reasonable detail, the basis for such objection). Following Parent’s receipt of the Objection Notice, both the Consultant and Parent agree to work in good faith to reach agreement as to fair value. If the Consultant and Parent cannot agree on the fair value within ten (10) days, fair value shall be determined by a nationally recognized independent appraiser mutually acceptable to the Consultant and Parent. If the Consultant and Parent fail to so agree on an independent appraiser, then (a) the Consultant and Parent shall each promptly designate an independent appraiser, the two of which shall agree within five (5) days on an independent appraiser to make the determination or (b) if either the Consultant or Parent fails to designate an independent appraiser under the preceding clause (a), then the independent appraiser designated by the other shall make the determination. In any event, the independent appraiser shall deliver its determination within sixty (60) days from the Valuation Date. The cost of the independent appraiser’s review shall be borne equally by the Consultant and Parent; provided, however, that if the fair value determined by the independent appraiser does not exceed the Board Determination by at least ten percent

9

(10%), then the cost of such independent appraiser’s review shall be solely borne by the Consultant. Notwithstanding the foregoing, if the Board Determination of the aggregate amount to be paid with respect to Shares to be repurchased pursuant to the Put Right or the Call Right, as applicable, pursuant to this Section 15 is less than $500,000, then the Board Determination shall be deemed fair value.

          16. Inventions and Patents. Consultant acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable)(“Work Product”) which relate to any of the Company and its subsidiaries’ actual or anticipated business, research and development or existing or future products or services that are conceived, developed or made by Consultant while engaged by the Company or any of its subsidiaries belong to the Company or its subsidiary, as applicable. Consultant will promptly disclose such Work Product to the Company or its subsidiary and perform all actions requested by the Company or its subsidiary (whether during or after engagement) to establish and confirm such ownership, including, without limitation, execution of any assignments, consents, powers of attorney or other instruments, as requested by the Company or its subsidiary.

          17. Miscellaneous.

                    (a) All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above ((i) in the case of the Company, with a copy to Kirkland & Ellis LLP, 153 East 53^rd Street, New York, New York 10022, Attn: Michael Movsovich, Esq. and (ii) in the case of the Consultant, with a copy to Bond, Schoeneck & King, PLLC, One Lincoln Center, Syracuse, NY 13202, Attn: George J. Getman, Esq., or at such other address or addresses (for it or its counsel) as either party shall designate to the other in writing from time to time.

                    (b) Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa. “Including” shall mean “including without limitation”.

                    (c) The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

                    (d) This Agreement constitutes the entire agreement between the parties and supersedes and preempts all prior agreements, understandings or representations by and among the parties, whether written or oral, relating in any way to the subject matter of this Agreement, but excluding any breaches thereof by either party prior to the date hereof. This Agreement shall supersede and supplant any existing agreement between the Company or any of its Affiliates, including Company, and the Consultant, which existing agreement shall be deemed to be of no further force or effect upon the execution and delivery hereof.

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                    (e) The provisions of this Agreement may be amended, modified or waived only by a written instrument executed by both the Company and the Consultant, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

                    (f) This Agreement and its exhibits shall be construed, interpreted and enforced in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all schedules and exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

                    (g) This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns; provided, however, that the obligations of the Consultant are personal and shall not be assigned or delegated by the Consultant.

                    (h) No delays or omission by the Company or the Consultant in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company or the Consultant on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

                    (i) The captions appearing in this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

                    (j) This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

                    (k) Section 2(b) and Sections 5 through 9, inclusive and Sections 11 through 17, inclusive, shall survive the termination or expiration of the Term and continue in full and effect in accordance with their terms, notwithstanding the termination of Consultant’s retention.

                    (1) Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law or rule in any jurisdiction, such provision shall be in effective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement. This Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

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          IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

COMPANY:
MOBILE SERVICES GROUP, INC.
By:
	Name: Christopher A. Wilson
	Title: Assistant Secretary
MSG WC HOLDINGS CORP.
By:
	Name: Christopher A. Wilson
	Title: Assistant Secretary
CONSULTANT:
James Martell

EXHIBIT A

          The Consultant’s representations, warranties covenants under Section 2(c) and Section 6 are subject to Consultant’s relationship and agreements with the following companies:

PBB Global Logistics Income Fund

Global Logistics Acquisition Corporation

Urban Express

Priority Air Express

Cirrus Design

Segmentz, Inc.

Deutsche Post Global Mail, Ltd.

Ozburn-Hessey Logistics LLC

OHH Acquisition Corporation

2

EX-10.27

Exhibit 10.27

CONFIDENTIAL TREATMENT REQUESTED

Confidential portions of this document have been redacted and will be separately filed with the Securities and Exchange Commission.

MOBILE STORAGE GROUP, INC.
2007 CORPORATE INCENTIVE PLAN
EXECUTIVE PLAN

Bonus plan to be applicable to executive management members listed below: (1)

* * * *
* * * *
* * * *
* * * *

Payouts are to be based on a weighted formula applied to a target bonus for each executive. Formula to be based on the following parameters in the percentages indicated with specific objectives for each Executive: (1)

Adjusted EBITDA Result	* * * %
Other Measurable Objectives	* * * %
	100%

A.	Adj. EBITDA Targets and Payouts as follows
		2007
		EBITDA ($MM)	Payout
		CC Discretion	Less than 100%
		* * * mm (1)	100%
		CC Discretion	Greater than 100%
	EBITDA will be Adjusted EBITDA (net of accrued and paid bonuses), plus Board of Directors fees, Management Fee and Expenses, Stock Options, * * *(1) and * * *(1) and will include the affect of any acquisitions made during the period. The EBITDA Targets levels will be increased for * * *(1). The Compensation Committee (CC) will have discretion for any awards for EBITDA results greater than or less than * * *(1).
B.	Other Measurable Objectives
	Each executive will have measurable objectives against which they will be measured with weighing for each objective. The specific targets for the objectives need to be further developed.
(1)	Confidential material redacted and will be filed separately with the Securities and Exchange Commission.

EX-10.28

Exhibit 10.28

CONFIDENTIAL TREATMENT REQUESTED

Confidential portions of this document have been redacted and will be separately filed with the Securities and Exchange Commission.

2007 U.K. Special Incentive Plan

     Eligible Executives: * * * (1)

     Under the U.K. Incentive Plan each of the persons named in the prior sentence would receive the bonuses set forth below upon Ravenstock MSG Limited attaining the EBITDA indicated below for the fiscal year ended December 31, 2007 following the approval of the financial statements for such period by the Board:

Second Half of 2007
EBITDA	One-Time Bonus	Recipient
£ * * * (1) million or below	0	Not applicable
	£ * * * (1)	* * * (1)
£ * * * (1) million	£ * * * (1)	* * * (1)
	£ * * * (1)	* * * (1)
£ * * * (1) million	£ * * * (1)	* * * (1)
	£ * * * (1)	* * * (1)
£ * * * million and above	£ * * * (1)	* * * (1)

(1) Confidential material redacted and will be filed separately with the Securities and Exchange Commission.

EX-12.1

Exhibit 12.1

Computation of Ratio of Earnings to Fixed Charges
(Dollars in thousands)

																	Period from
														Period from			August 2,
														January 1,			2006 to
														2006 to			December			Six Months Ended
					Year Ended December 31,									August 1,			31			June 30,
		2002			2003			2004			2005			2006			2006			2006			2007
		Predecessor															Successor			Predecessor			Successor
Earnings:
Net income (loss)	$	(7,142	)	$	12,724		$	3,820		$	7,219		$	(21,471	)	$	5,377		$	5,001		$	684
Provision (benefit) for income taxes		1,238			7,449			2,539			4,652			(9,240	)		3,012			3,125			1,249
Fixed charges		23,230			21,737			24,719			28,110			16,795			15,726			14,231			21,763
Total earnings (deficiency)(a)	$	17,326		$	41,910		$	31,078		$	39,981		$	(13,916	)	$	24,115		$	22,357		$	21,763
Fixed charges:
Interest, including amortization of
debt issuance costs	$	21,996		$	20,393		$	23,096		$	26,249		$	15,557		$	14,832		$	13,209		$	18,630
Interest component of rent expense		1,234			1,344			1,623			1,861			1,238			894			1,022			1,200
Total fixed charges(b)	$	23,230		$	21,737		$	24,719		$	28,110		$	16,795		$	15,726		$	14,231		$	19,830
Ratio of earnings available to cover
fixed charges(a) / (b)					1.9	x		1.3	x		1.4	x					1.5	x		1.6	x		1.1x
Deficiency of earnings available to
cover fixed charges(a) - (b)	$	(5,904	)										$	(30,711	)

EX-21.1

Exhibit 21.1

List of Subsidiaries

The following chart lists the subsidiary of Mobile Services Group, Inc.:

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization
Mobile Storage Group, Inc.	Delaware

     The following chart lists the subsidiaries of Mobile Storage Group, Inc.:

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization
A Better Mobile Storage Company	California
Mobile Storage Group (Texas), LP	Texas
MSG Investments, Inc.	California
Mobile Storage U.K. Finance LP	United Kingdom
LIKO Luxembourg International s.a.r.l.	Luxembourg
Mobile Storage (U.K.) Limited	United Kingdom
Ravenstock Tam (Hire) Limited	United Kingdom
Ravenstock MSG Limited	United Kingdom

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our reports dated March 21, 2007 in the Registration Statement (Form S-4) and related Prospectus of Mobile Services Group, Inc. for the registration of $200,000,000 of its 9¾% Senior Notes due 2014.

/s/ Ernst & Young LLP

Woodland Hills, California
September 12, 2007

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

     Washington, D.C. 20549
_____________________________

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
_____________________________

__ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or	(I.R.S. Employer
organization if not a U.S. national	Identification No.)
bank)
101 North Phillips Avenue
Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

     Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17^th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
_____________________________

Mobile Services Group, Inc.¹²
(Exact name of obligor as specified in its charter)

Delaware	04-3648175
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
7590 North Glenoaks Boulevard
Burbank, CA	91504
(Address of principal executive offices)	(Zip code)

_____________________________

Mobile Services Group, Inc. and Mobile Storage Group, Inc. 9 3/4% Senior Notes due 2014
(Title of the indenture securities)

^{_______________________________
1} See Table 1 – Additional Obligor
² See Table 2 – Additional Guarantors

Table 1
Mobile Storage Group, Inc.
(Exact name of obligor as specified in its charter)
Delaware	20-0751031
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
7590 North Glenoaks Boulevard
Burbank, CA	91504
(Address of principal executive offices)	(Zip code)
Table 2
A Better Mobile Storage Company
California	72-1535606
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
7590 North Glenoaks Boulevard
Burbank, CA	91504
(Address of principal executive offices)	(Zip code)
Primary Standard Industrial Classification Code Number: 7359
Mobile Storage Group (Texas), L.P.
Texas	68-0523782
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
7590 North Glenoaks Boulevard
Burbank, CA	91504
(Address of principal executive offices)	(Zip code)
Primary Standard Industrial Classification Code Number: 7359

Item 1. General Information. Furnish the following information as to the trustee:
	(a)	Name and address of each examining or supervising authority to which it is
		subject.
		Comptroller of the Currency
		Treasury Department
		Washington, D.C. 20001
		Federal Deposit Insurance Corporation
		Washington, D.C. 20006
		Federal Reserve Bank of San Francisco
		San Francisco, California 94120
	(b)	Whether it is authorized to exercise corporate trust powers.
		The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
	None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15. Foreign Trustee.			Not applicable.
Item 16. List of Exhibits.			List below all exhibits filed as a part of this Statement of Eligibility.
Exhibit 1.		A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.		A copy of the Comptroller of the Currency Certificate of Corporate
		Existence and Fiduciary Powers for Wells Fargo Bank, National
		Association, dated February 4, 2004.**
Exhibit 3.		See Exhibit 2
Exhibit 4.		Copy of By-laws of the trustee as now in effect.***
Exhibit 5.		Not applicable.
Exhibit 6.		The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.		A copy of the latest report of condition of the trustee published pursuant to
		law or the requirements of its supervising or examining authority.
Exhibit 8.		Not applicable.
Exhibit 9.		Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.

** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 13^th day of September 2007.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Jane Schweiger

Jane Schweiger

Vice President

EXHIBIT 6

September 13, 2007

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Jane Schweiger

Jane Schweiger

Vice President

     EXHIBIT 7
Consolidated Report of Condition of

     Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business June 30, 2007, filed in accordance with 12 U.S.C. §161 for National Banks.

			Dollar Amounts
			In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	13,030
Interest-bearing balances			1,428
Securities:
Held-to-maturity securities			0
Available-for-sale securities			65,310
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			6,864
Securities purchased under agreements to resell			1,160
Loans and lease financing receivables:
Loans and leases held for sale			21,153
Loans and leases, net of unearned income	263,595
LESS: Allowance for loan and lease losses	2,526
Loans and leases, net of unearned income and allowance			261,069
Trading Assets			4,809
Premises and fixed assets (including capitalized leases)			4,197
Other real estate owned			754
Investments in unconsolidated subsidiaries and associated companies			402
Intangible assets
Goodwill			9,231
Other intangible assets			19,954
Other assets			19,363
Total assets		$	428,724
LIABILITIES
Deposits:
In domestic offices		$	263,665
Noninterest-bearing	70,876
Interest-bearing	192,789
In foreign offices, Edge and Agreement subsidiaries, and IBFs			48,659
Noninterest-bearing	6
Interest-bearing	48,653
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			10,136
Securities sold under agreements to repurchase			6,375

		Dollar Amounts
		In Millions
Trading liabilities		2,695
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)		27,804
Subordinated notes and debentures		10,140
Other liabilities		20,533
Total liabilities	$	390,007
Minority interest in consolidated subsidiaries		62
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		520
Surplus (exclude all surplus related to preferred stock)		24,751
Retained earnings		13,469
Accumulated other comprehensive income		(85	)
Other equity capital components		0
Total equity capital		38,655
Total liabilities, minority interest, and equity capital	$	428,724

I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Howard I. Atkins

EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Michael Loughlin
John Stumpf                         Directors
Dave Hoyt

EX-99.1

Exhibit 99.1

CUSIP 144A: 60741HA A8 (ISIN: US60741HAA86)
CUSIP Regulation S: U6071VA A7 (ISIN: USU6071VAA71)

LETTER OF TRANSMITTAL

With respect to the Exchange Offer Regarding the
9¾% Senior Notes due 2014 issued by Mobile Services Group, Inc. and Mobile Storage Group, Inc.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON                         , 2007

To My Broker or Account Representative:

     I, the undersigned, hereby acknowledge receipt of the Prospectus, dated                     , 2007 (the “Prospectus”) of Mobile Services Group, Inc., a Delaware corporation, and Mobile Storage Group, Inc., a Delaware corporation (each, an “Issuer” and collectively referred to herein as the “Issuers”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), that together constitute the Issuers’ exchange offer set forth therein (the “Exchange Offer”). I have read the Prospectus and agree to be bound by the terms and conditions set forth therein. I understand that the exchange offer must be accepted on or prior to 5:00 P.M., New York City Time, on , 2007. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

     This letter instructs you as to action to be taken by you relating to the Exchange Offer with respect to the Issuers’ 9¾% Senior Notes due 2014 (the “Old Notes”) held by you for the account of the undersigned.

     The aggregate principal amount of the Old Notes held by you for the account of the undersigned is (FILL IN AMOUNT): $ __________________ of the Old Notes.

     With respect to the Exchange Offer, the undersigned hereby instructs you (CHECK APPROPRIATE BOX):

o TO TENDER the following Old Notes held by you for the account of the undersigned (INSERT PRINCIPAL AMOUNT AT MATURITY OF OLD NOTES TO BE TENDERED, IF ANY):

$ ______________________

o NOT TO TENDER any Old Notes held by you for the account of the undersigned.

     If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, the undersigned hereby represents for the benefit of each of the Issuers that:

1.	The undersigned is acquiring the Issuers’ 9¾% Senior Notes due 2014, for which the Old Notes will be exchanged (the “New Notes”), in the ordinary course of business;
2.	The undersigned does not have an arrangement or understanding with any person to participate in the distribution of New Notes;
3.	The undersigned is not an “affiliate” as defined under Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”), of either Issuer; and
4.	The undersigned is not a broker-dealer and does not engage in, and does not intend to engage in, a distribution of the Old Notes or the New Notes.

If the undersigned is a broker-dealer, and acquired the Old Notes as a result of market making activities or other trading activities, the undersigned represents that it will deliver a prospectus meeting the requirements of the

Securities Act of 1933, as amended, in connection with any resale of New Notes received in respect of such Old Notes pursuant to the Exchange Offer.

The undersigned also authorizes you to:

(1)	confirm that the undersigned has made such representations; and
(2)	take such other action as necessary under the Prospectus to effect the valid tender of such Old Notes.

The undersigned acknowledges that any person participating in the Exchange Offer for the purpose of distributing the New Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the New Notes acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission set forth in no-action letters that are discussed in the section of the Prospectus entitled “The Exchange Offer.”

Name of beneficial owner(s): _____________________________________________________________________________   

Signatures: __________________________________________________________________________________________  

Name (please print): ___________________________________________________________________________________  

Address: ___________________________________________________________________________________________  

Telephone Number: ___________________________________________________________________________________

Taxpayer Identification or Social Security Number: ____________________________________________________________  

Date: ______________________________________________________________________________________________   

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