Release from Obligations related to the Note Purchase and Private Shelf Agmt.



 Exhibit 10.15 
 RELEASE FROM OBLIGATIONS (TRS-RENTELCO INC.) 
 Reference is made to that certain Note Purchase and
Private Shelf Agreement, dated as of June 2, 2004 (as amended or otherwise modified from time to time, the “Note Agreement”), between McGrath RentCorp (the “Company”) and the other Persons party thereto.
Capitalized terms used herein and not defined herein shall have the respective meanings given to such terms in the Note Agreement. Pursuant to the requirements of paragraph 5I of the Note Agreement, TRS-RenTelco Inc. (the “Additional
Subsidiary”), has become a “Subsidiary Guarantor” and has executed and delivered a joinder to each of the Multiparty Guaranty and the Indemnity and Contribution Agreement 
 RELEASE OF OBLIGATIONS 
 Each of
the Company and the undersigned Subsidiary Guarantors hereby represents to the Purchasers that no Default or Event of Default has occurred and is continuing or will occur as a result of the following release. Subject to such representation and
effective upon the later of (i) the execution and delivery of this Release From Obligations (TRS-RenTelco Inc.) by each party hereto and (ii) concurrently with such time as the Additional Subsidiary has been released from all of its
obligations under each Guarantee of other credit facilities: (a) the Additional Subsidiary automatically shall be released from all of its obligations under the Multiparty Guaranty; (b) the Additional Subsidiary shall no longer be a party
to Indemnity and Contribution Agreement; and (c) the Additional Subsidiary will cease to be included in the definition of “Subsidiary Guarantors” under the Note Agreement except in circumstances in which the effect of the deletion
would render inaccurate a description of a previously executed agreement. 
 This document may be executed in two or more counterparts, each
of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument. 
 IN
WITNESS WHEREOF, each of the undersigned has caused this Release From Obligations (TRS-RenTelco Inc.) to be duly executed by its duly authorized officer, all as of the day and year first above written. 

 

			
	PRUDENTIAL INVESTMENT MANAGEMENT, INC.
		
	By:	 	  
	 Name:
	 	
	 Title:
	 	 Vice President


  

			
	GIBRALTAR LIFE INSURANCE CO., LTD.
	By:	 	Prudential Investment Management (Japan), Inc., as Investment Manager
	By:	 	Prudential Investment Management, Inc., as Sub-Advisor
		 	
	 By:
	 	  
	 Name:
	 	
	 Title:
	 	 Vice President










			
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
		
	 By:
	 	  
	 Name:
	 	
	 Title:
	 	 Vice President


  

			
	BAYSTATE INVESTMENTS, LLC
	By:	 	Prudential Private Placement Investors, L.P., as Investment Advisor
	By:	 	Prudential Private Placement Investors, Inc., General Partner
		
	 By:
	 	  
	 Name:
	 	
	 Title:
	 	 Vice President


  

			
	UNITED OF OMAHA LIFE INSURANCE COMPANY
	By:	 	Prudential Private Placement Investors, L.P., as Investment Advisor
	By:	 	Prudential Private Placement Investors, Inc., General Partner
		
	 By:
	 	  
	 Name:
	 	
	 Title:
	 	 Vice President


  

			
	FARMERS NEW WORLD LIFE INSURANCE COMPANY
	By:	 	Prudential Private Placement Investors, L.P., as Investment Advisor
	By:	 	Prudential Private Placement Investors, Inc., General Partner
		
	 By:
	 	  
	 Name:
	 	
	 Title:
	 	 Vice President


  

			
	FORTIS BENEFITS INSURANCE COMPANY
	By:	 	Prudential Private Placement Investors, L.P., as Investment Advisor
	By:	 	Prudential Private Placement Investors, Inc., General Partner
		
	 By:
	 	  
	 Name:
	 	
	 Title:
	 	 Vice President


  

			
	PRUCO LIFE INSURANCE COMPANY
		
	 By:
	 	  
	 Name:
	 	
	 Title:
	 	 Vice President


  

			
	AMERICAN BANKERS LIFE ASSURANCE COMPANY OF FLORIDA, INC.
	By:	 	Prudential Private Placement Investors, L.P., as Investment Advisor
	By:	 	Prudential Private Placement Investors, Inc., General Partner
		
	 By:
	 	  
	 Name:
	 	
	 Title:
	 	 Vice President









 COUNTERSIGNED BY: 
 EACH OF THE UNDERSIGNED CONSENTS TO THE RELEASE OF
TRS-RENTELCO INC. FROM THE MULTIPARTY GUARANTY AND THE INDEMNITY AND
CONTRIBUTION AGREEMENT IDENTIFIED ABOVE, AND REAFFIRMS ITS OBLIGATIONS UNDER EACH OF
THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY, AND ITS WAIVERS,
AS SET FORTH IN ANY SUCH TRANSACTION DOCUMENT, OF EACH AND EVERY
ONE OF THE POSSIBLE DEFENSES TO SUCH OBLIGATIONS. 
  

			
	MCGRATH RENTCORP
		
	 By:
	 	  
	 Name:
	 	 Keith Pratt

	 Title:
	 	 Chief Financial Officer and Vice President


  

			
	ENVIROPLEX, INC.
		
	 By:
	 	  
	 Name:
	 	 Keith Pratt

	 Title:
	 	 Chief Financial Officer and Vice President


  

			
	MOBILE MODULAR MANAGEMENT CORPORATION
		
	 By:
	 	  
	 Name:
	 	 Keith Pratt

	 Title:
	 	 Chief Financial Officer