$5,000,000 committed Credit Facility Letter Agreement


 Exhibit 10.1 
 Execution Version 
 June 26, 2008 
 Mr. Keith E. Pratt 
 Senior Vice President and 
 Chief Financial Officer 
 McGrath RentCorp 
 5700 Las
Positas Road 
 Livermore, CA 94551 
  

	Re:	$5,000,000.00 Committed Credit Facility 

 Dear Mr. Pratt: 

Union Bank of California, N.A. (“Bank”) is pleased to offer McGrath RentCorp, a California corporation (“Borrower”) a committed
credit facility (“Facility”) under which the Bank will make advances to the Borrower from time to time up to and including May 14, 2013, not to exceed at any time the maximum principal amount of Five Million Dollars
($5,000,000.00), to be governed by the terms of the enclosed Credit Line Note (“Credit Line Note”) in favor of Bank, and subject to the conditions and agreements set forth below. 
 1. This Facility is made available only in connection with Borrower’s use of the Bank’s sweep service for management of its checking account balances
(“Sweep Service”). Therefore, this Facility shall commence on the date (“Effective Date”) Borrower becomes a Sweep Service customer and this Facility shall terminate, if not earlier terminated, on the date Borrower
ceases to continue as a Sweep Service customer. Upon such termination Bank shall have no further obligation to fund advances under this Facility, and all amounts owing under the Credit Line Note shall become immediately due and payable. 

2. As provided in the Credit Line Note, the occurrence of an Event of Default under the Multibank Agreement shall be a default under this Facility. The term
“Multibank Agreement” as used herein means that certain Credit Agreement dated as of May 14, 2008, by and among Borrower, Bank, Bank of America, N.A., KeyBank, N.A., JPMorgan Chase Bank, N.A., Bank of the West, Wells Fargo
Bank, N.A., U.S. Bank National Association, Malayan Banking Berhad, and The Northern Trust Company, as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions thereof. Each capitalized term not
otherwise defined herein shall have the meaning set forth in the Multibank Agreement. 
 3. In the event the Multibank Agreement terminates or expires prior
to the termination or expiration of this Facility, the provisions of Articles V, VI and VII thereof (excluding Section 6.12) shall nevertheless survive as between Borrower and Bank with respect to this Facility and shall continue in effect (as
in effect on the date of such termination or expiration) until this Facility terminates or expires. 
 4. Borrower acknowledges that any amount outstanding
under the Credit Line Note is included within the definition of “Indebtedness” under the Multibank Agreement. 







 McGrath RentCorp 
 
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 5. Borrower shall pay to Bank a non-refundable commitment fee for this Facility, on the average unused amount of the
Facility, for the period of time during which Borrower is a Sweep Service Customer. Such fee shall be payable in arrears in quarterly installments on the last day of each March, June, September, and December, and on the last day when Borrower is a
Sweep Service Customer, to be computed at the rate per annum equal to (i) 0.30% if the Consolidated Leverage Ratio is greater than 2.25:1.00, (ii) 0.25% if the Consolidated Leverage Ratio is less than or equal to 2.25:1.00 but greater than
1.75:1.00, (iii) 0.20% if the Consolidated Leverage Ratio is less than or equal to 1.75:1.00 but greater than 1.25:1.00, and (iv) 0.15% if the Consolidated Leverage Ratio is less than or equal to 1.25:1.00. 
 6. This Facility letter will be governed by the laws of the State of California. 
 Enclosed is the original Credit Line Note and a copy of this Facility letter together with an Authorization to Pay Proceeds of Note and Loan Disbursement Instructions, and any other contract, instrument or document Bank requires to be
executed and delivered in connection with this Facility (each a “Loan Document”). The Borrower’s executing the Loan Documents and returning them to Bank together with an appropriate corporate resolution and incumbency
certificate acceptable to Bank constitutes its agreement to the terms and conditions of this Facility. 
 To the extent permitted by law, in
connection with any claim, cause of action, proceeding or other dispute concerning the loan documents (each a “Claim”), the parties to this Facility letter expressly, intentionally, and deliberately waive any right each may
otherwise have to trial by jury. In the event that the waiver of jury trial set forth in the previous sentence is not enforceable under the law applicable to this Facility letter, the parties to this Facility letter agree that any Claim, including
any question of law or fact relating thereto, shall, at the written request of any party, be determined by judicial reference pursuant to the state law applicable to this Facility letter. The parties shall select a single neutral referee, who shall
be a retired state or federal judge. In the event that the parties cannot agree upon a referee, the court shall appoint the referee. The referee shall report a statement of decision to the court. Nothing in this paragraph shall limit the right of
any party at any time to exercise self-help remedies, foreclose against collateral or obtain provisional remedies. The parties shall bear the fees and expenses of the referee equally, unless the referee orders otherwise. The referee shall also
determine all issues relating to the applicability, interpretation, and enforceability of this paragraph. The parties acknowledge that if a referee is selected to determine the Claims, then the Claims will not be decided by a jury.

  









 McGrath RentCorp 
 
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 This offer expires on July 31, 2008 unless the executed Loan Documents and the corporate resolution and
incumbency certificate are returned to the Bank by then. If the Effective Date has not occurred by July 31, 2008 this Facility letter and the Credit Line Note shall terminate and be of no further force and effect on such date. 
 We look forward to continuing to serve you. 
 Yours truly, 
  

			
	UNION BANK OF CALIFORNIA, N.A.
		
	By:	 	/s/ Henry G. Montgomery III
		 	Henry G. Montgomery III
		 	Vice President

 Accepted And Agreed as of June 26, 2008: 
  

			
	 MCGRATH RENTCORP, a
 California Corporation


		
	By:	 	/s/ Keith E. Pratt
		 	Keith E. Pratt
		 	 Senior Vice President and Chief
 Financial Officer