exv10w3






EXHIBIT 10.3




Execution Copy




 





ABL CREDIT AGREEMENT




among




MOBILE MINI, INC.,




THE OTHER BORROWERS AND GUARANTORS PARTY HERETO,




THE VARIOUS LENDERS PARTY HERETO




and




DEUTSCHE BANK AG NEW YORK BRANCH,

as ADMINISTRATIVE AGENT




 






Dated as of June 27, 2008




 






DEUTSCHE BANK SECURITIES INC. and BANC OF AMERICA SECURITIES LLC,

as JOINT LEAD ARRANGERS




DEUTSCHE BANK SECURITIES INC., BANC OF AMERICA SECURITIES LLC and J.P. MORGAN 
SECURITIES INC.,


as JOINT BOOKRUNNERS




BANK OF AMERICA, N.A.,

as SYNDICATION AGENT,




And




JPMORGAN CHASE BANK, N.A., ING CAPITAL LLC and THE BANK OF NOVA SCOTIA,

as CO-DOCUMENTATION AGENTS




 





 









 








Execution Copy




TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	SECTION 1.	 	Definitions and Accounting Terms	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	 	 	1.01	 	Defined Terms
	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	SECTION 2.	 	Amount and Terms of Credit	 	 	49	 
	 	 	 	 	 
	 	 	 	 
	 	 	2.01	 	The Commitments
	 	 	49	 
	 	 	2.02	 	Minimum Amount of Each Borrowing
	 	 	54	 
	 	 	2.03	 	Notice of Borrowing
	 	 	54	 
	 	 	2.04	 	Disbursement of Funds
	 	 	55	 
	 	 	2.05	 	Notes
	 	 	57	 
	 	 	2.06	 	Conversions
	 	 	58	 
	 	 	2.07	 	Pro Rata Borrowings
	 	 	58	 
	 	 	2.08	 	Interest
	 	 	58	 
	 	 	2.09	 	Interest Periods
	 	 	59	 
	 	 	2.10	 	Increased Costs, Illegality, etc.
	 	 	60	 
	 	 	2.11	 	Compensation
	 	 	62	 
	 	 	2.12	 	Change of Lending Office
	 	 	62	 
	 	 	2.13	 	Replacement of Lenders
	 	 	62	 
	 	 	2.14	 	US Company as Agent for US Borrowers and UK Company as Agent for UK
Borrower
	 	 	63	 
	 	 	2.15	 	Incremental Commitments
	 	 	65	 
	 	 	2.16	 	UK Revolving Loans; Intra-Lender Issues
	 	 	66	 
	 	 	2.17	 	Equivalent Amount
	 	 	72	 
	 	 	 	 	 
	 	 	 	 
	SECTION 3.	 	Letters of Credit	 	 	72	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.01	 	US Letters of Credit
	 	 	72	 
	 	 	3.02	 	UK Letters of Credit
	 	 	73	 
	 	 	3.03	 	Maximum US Letter of Credit Outstandings; Final Maturities
	 	 	74	 
	 	 	3.04	 	Maximum UK Letter of Credit Outstandings; Final Maturities
	 	 	74	 
	 	 	3.05	 	US Letter of Credit Requests; Minimum Stated Amount
	 	 	74	 
	 	 	3.06	 	UK Letter of Credit Requests; Minimum Stated Amount
	 	 	75	 
	 	 	3.07	 	US Letter of Credit Participations
	 	 	76	 
	 	 	3.08	 	UK Letter of Credit Participations
	 	 	77	 
	 	 	3.09	 	Agreement to Repay US Letter of Credit Drawings
	 	 	79	 
	 	 	3.10	 	Agreement to Repay UK Letter of Credit Drawings
	 	 	80	 
	 	 	3.11	 	Increased Costs — US Letters of Credit
	 	 	81	 
	 	 	3.12	 	Increased Costs — UK Letters of Credit
	 	 	81	 
	 	 	 	 	 
	 	 	 	 
	SECTION 4.	 	Commitment Commission; Fees; Reductions of Commitment	 	 	82	 
	 	 	 	 	 
	 	 	 	 
	 	 	4.01	 	Fees
	 	 	82	 






i









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	4.02	 	Voluntary Termination of Unutilized Commitments
	 	 	83	 
	 	 	4.03	 	Mandatory Reduction of Commitments
	 	 	83	 
	 	 	 	 	 
	 	 	 	 
	SECTION 5.	 	Prepayments; Payments; Taxes	 	 	84	 
	 	 	 	 	 
	 	 	 	 
	 	 	5.01	 	Voluntary Prepayments
	 	 	84	 
	 	 	5.02	 	Mandatory Repayments; Cash Collateralization
	 	 	85	 
	 	 	5.03	 	Method and Place of Payment
	 	 	88	 
	 	 	5.04	 	Net Payments — US Borrowers
	 	 	90	 
	 	 	5.05	 	Tax Gross Up and Indemnities — UK Subsidiaries
	 	 	92	 
	 	 	 	 	 
	 	 	 	 
	SECTION 6.	 	Conditions Precedent to Credit Events on the Initial Borrowing Date	 	 	97	 
	 	 	 	 	 
	 	 	 	 
	 	 	6.01	 	Effective Date; Notes
	 	 	97	 
	 	 	6.02	 	Officer’s Certificate
	 	 	98	 
	 	 	6.03	 	Opinions of Counsel
	 	 	98	 
	 	 	6.04	 	Company Documents; Proceedings; etc.
	 	 	99	 
	 	 	6.05	 	Consummation of the Transactions; etc.
	 	 	99	 
	 	 	6.06	 	No Acquisition Agreement Material Adverse Effect
	 	 	100	 
	 	 	6.07	 	No Material Adverse Effect on US Company
	 	 	100	 
	 	 	6.08	 	US Pledge Agreement
	 	 	100	 
	 	 	6.09	 	UK Share Charge
	 	 	100	 
	 	 	6.10	 	US Security Agreement
	 	 	100	 
	 	 	6.11	 	UK Debenture
	 	 	101	 
	 	 	6.12	 	Financial Statements; Pro Forma Balance Sheet; Projections; etc.
	 	 	101	 
	 	 	6.13	 	Solvency Certificate; Insurance Certificates
	 	 	101	 
	 	 	6.14	 	Fees, etc.
	 	 	102	 
	 	 	6.15	 	Initial Borrowing Base Certificate; etc
	 	 	102	 
	 	 	6.16	 	No Defaults under Senior Note Indentures
	 	 	102	 
	 	 	6.17	 	Patriot Act
	 	 	102	 
	 	 	6.18	 	Notice of Borrowing
	 	 	102	 
	 	 	 	 	 
	 	 	 	 
	SECTION 7.	 	Conditions Precedent to All Credit Events	 	 	102	 
	 	 	 	 	 
	 	 	 	 
	 	 	7.01	 	No Default; Representations and Warranties
	 	 	103	 
	 	 	7.02	 	Notice of Borrowing; Letter of Credit Request
	 	 	103	 
	 	 	 	 	 
	 	 	 	 
	SECTION 8.	 	Representations, Warranties and Agreements	 	 	104	 
	 	 	 	 	 
	 	 	 	 
	 	 	8.01	 	Organization and Qualification
	 	 	104	 
	 	 	8.02	 	Power and Authority; No Violation
	 	 	104	 
	 	 	8.03	 	Legally Enforceable Agreement
	 	 	104	 
	 	 	8.04	 	Capital Structure
	 	 	104	 
	 	 	8.05	 	Names
	 	 	105	 
	 	 	8.06	 	Business Locations; Agent for Process
	 	 	105	 
	 	 	8.07	 	Title to Properties; Priority of Liens
	 	 	105	 
	 	 	8.08	 	Accounts
	 	 	105	 
	 	 	8.09	 	Equipment
	 	 	106	 




[ABL Credit Agreement]















 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	8.10	 	Financial Statements; Financial Condition; Undisclosed Liabilities; Projections
	 	 	106	 
	 	 	8.11	 	Full Disclosure
	 	 	108	 
	 	 	8.12	 	Surety Obligations
	 	 	108	 
	 	 	8.13	 	Tax Returns and Payments
	 	 	108	 
	 	 	8.14	 	Dutch Credit Parties and Luxembourg Subsidiary
	 	 	108	 
	 	 	8.15	 	Intellectual Property, etc
	 	 	108	 
	 	 	8.16	 	Government Consents
	 	 	109	 
	 	 	8.17	 	Compliance with Laws
	 	 	109	 
	 	 	8.18	 	Restrictions
	 	 	109	 
	 	 	8.19	 	Litigation
	 	 	109	 
	 	 	8.20	 	No Defaults
	 	 	109	 
	 	 	8.21	 	Leases
	 	 	109	 
	 	 	8.22	 	[Intentionally Omitted]
	 	 	110	 
	 	 	8.23	 	Use of Proceeds; Margin Regulations
	 	 	110	 
	 	 	8.24	 	Compliance with ERISA
	 	 	110	 
	 	 	8.25	 	Trade Relations
	 	 	111	 
	 	 	8.26	 	Security Documents
	 	 	111	 
	 	 	8.27	 	Investment Company Act
	 	 	112	 
	 	 	8.28	 	Representations and Warranties in Other Documents
	 	 	112	 
	 	 	8.29	 	Environmental Matters
	 	 	112	 
	 	 	8.30	 	Employment and Labor Relations
	 	 	113	 
	 	 	8.31	 	Indebtedness
	 	 	113	 
	 	 	8.32	 	Insurance
	 	 	113	 
	 	 	8.33	 	Employee Benefit Plans; Non-Compete Agreements; Collective
Bargaining Agreements; Existing Indebtedness Agreements
	 	 	113	 
	 	 	8.34	 	Anti-Terrorism Laws
	 	 	114	 
	 	 	8.35	 	UK Financial Assistance
	 	 	114	 
	 	 	8.36	 	UK Pensions
	 	 	114	 
	 	 	 	 	 
	 	 	 	 
	SECTION 9.	 	Affirmative Covenants	 	 	114	 
	 	 	 	 	 
	 	 	 	 
	 	 	9.01	 	Information Covenants
	 	 	114	 
	 	 	9.02	 	Books, Records and Inspections; Field Examinations; Appraisals;
Records and Reports of Inventory, Machinery and Equipment
	 	 	117	 
	 	 	9.03	 	Maintenance of Property; Insurance
	 	 	118	 
	 	 	9.04	 	Administration of Equipment; Maintenance of Equipment
	 	 	119	 
	 	 	9.05	 	Existence; Franchises
	 	 	120	 
	 	 	9.06	 	Compliance with Statutes, etc.
	 	 	120	 
	 	 	9.07	 	Compliance with Environmental Laws
	 	 	120	 
	 	 	9.08	 	ERISA
	 	 	121	 
	 	 	9.09	 	End of Fiscal Years; Fiscal Quarters
	 	 	122	 
	 	 	9.10	 	Performance of Obligations
	 	 	122	 
	 	 	9.11	 	Payment of Taxes
	 	 	122	 
	 	 	9.12	 	Use of Proceeds
	 	 	122	 
	 	 	9.13	 	Additional Security; Further Assurances; etc.
	 	 	123	 
	 	 	9.14	 	Convertible Preferred Stock
	 	 	124	 





[ABL Credit Agreement]















 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	9.15	 	Projections
	 	 	124	 
	 	 	9.16	 	Landlord, Processor and Storage Agreements
	 	 	124	 
	 	 	9.17	 	Deposit and Brokerage Accounts
	 	 	124	 
	 	 	9.18	 	Credit Party Financial Statements
	 	 	125	 
	 	 	9.19	 	Qualifying Derivative Obligations
	 	 	125	 
	 	 	9.20	 	Centre of Main Interest
	 	 	125	 
	 	 	9.21	 	Administration of Accounts
	 	 	125	 
	 	 	9.22	 	Completion of Mobile Storage Acquisition on the Closing Date
	 	 	125	 
	 	 	 	 	 
	 	 	 	 
	SECTION 10.	 	Negative Covenants	 	 	126	 
	 	 	 	 	 
	 	 	 	 
	 	 	10.01	 	Capital Expenditures
	 	 	126	 
	 	 	10.02	 	Liens
	 	 	126	 
	 	 	10.03	 	Sale of Assets
	 	 	128	 
	 	 	10.04	 	Restricted Payments
	 	 	128	 
	 	 	10.05	 	Indebtedness
	 	 	129	 
	 	 	10.06	 	Contingent Obligations
	 	 	131	 
	 	 	10.07	 	Advances, Investments and Loans
	 	 	131	 
	 	 	10.08	 	Transactions with Affiliates
	 	 	132	 
	 	 	10.09	 	[Reserved]
	 	 	132	 
	 	 	10.10	 	[Reserved]
	 	 	132	 
	 	 	10.11	 	Additional Negative Pledges
	 	 	132	 
	 	 	10.12	 	No Subsidiaries
	 	 	132	 
	 	 	10.13	 	Operating Leases; Off-Balance Sheet Financing
	 	 	133	 
	 	 	10.14	 	Permitted Acquisitions
	 	 	134	 
	 	 	10.15	 	Modifications of Certificate of Incorporation, By-Laws and Certain
Other Agreements, etc
	 	 	135	 
	 	 	10.16	 	Limitation on Certain Restrictions on Subsidiaries
	 	 	136	 
	 	 	10.17	 	Limitation on Issuance of Equity Interests
	 	 	136	 
	 	 	10.18	 	Business; etc
	 	 	136	 
	 	 	10.19	 	[Reserved]
	 	 	136	 
	 	 	10.20	 	No Additional Deposit Accounts; etc
	 	 	136	 
	 	 	10.21	 	[Reserved]
	 	 	137	 
	 	 	10.22	 	Tax Consolidation
	 	 	137	 
	 	 	10.23	 	Fiscal Year End
	 	 	137	 
	 	 	10.24	 	Applicability of Financial Covenants
	 	 	137	 
	 	 	10.25	 	Fixed Charge Coverage Ratio
	 	 	137	 
	 	 	10.26	 	Debt Ratio
	 	 	138	 
	 	 	10.27	 	Minimum Utilization
	 	 	138	 
	 	 	 	 	 
	 	 	 	 
	SECTION 11.	 	Events of Default	 	 	139	 
	 	 	 	 	 
	 	 	 	 
	 	 	11.01	 	Payment of Obligations
	 	 	139	 
	 	 	11.02	 	Misrepresenations
	 	 	139	 
	 	 	11.03	 	Breach of Specific Covenants
	 	 	139	 
	 	 	11.04	 	Breach of Other Covenants
	 	 	139	 
	 	 	11.05	 	Default Under Other Agreements
	 	 	139	 





[ABL Credit Agreement]





 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	11.06	 	Failure of Enforceability of Credit Documents; Security
	 	 	139	 
	 	 	11.07	 	[Reserved]
	 	 	140	 
	 	 	11.08	 	Insolvency and Related Proceedings
	 	 	140	 
	 	 	11.09	 	Business Disruption; Condemnation
	 	 	140	 
	 	 	11.10	 	ERISA
	 	 	141	 
	 	 	11.11	 	Guarantee
	 	 	141	 
	 	 	11.12	 	Criminal Forfeiture
	 	 	141	 
	 	 	11.13	 	Judgments
	 	 	141	 
	 	 	11.14	 	Change of Control
	 	 	142	 
	 	 	 	 	 
	 	 	 	 
	SECTION 12.	 	The Administrative Agent and the Collateral Agent	 	 	142	 
	 	 	 	 	 
	 	 	 	 
	 	 	12.01	 	Appointment
	 	 	142	 
	 	 	12.02	 	Nature of Duties
	 	 	142	 
	 	 	12.03	 	Lack of Reliance on the Administrative Agent and the Collateral Agent
	 	 	143	 
	 	 	12.04	 	Certain Rights of the Agents
	 	 	143	 
	 	 	12.05	 	Reliance
	 	 	143	 
	 	 	12.06	 	Indemnification
	 	 	144	 
	 	 	12.07	 	The Administrative Agent in its Individual Capacities
	 	 	144	 
	 	 	12.08	 	Holders
	 	 	144	 
	 	 	12.09	 	Resignation by the Administrative Agent
	 	 	144	 
	 	 	12.10	 	Collateral Matters
	 	 	145	 
	 	 	12.11	 	Delivery of Information
	 	 	146	 
	 	 	12.12	 	Withholding
	 	 	146	 
	 	 	12.13	 	Delegation of Duties
	 	 	147	 
	 	 	12.14	 	Quebec Security
	 	 	147	 
	 	 	 	 	 
	 	 	 	 
	SECTION 13.	 	Miscellaneous	 	 	148	 
	 	 	 	 	 
	 	 	 	 
	 	 	13.01	 	Payment of Expenses, etc.
	 	 	148	 
	 	 	13.02	 	Right of Setoff
	 	 	149	 
	 	 	13.03	 	Notices
	 	 	149	 
	 	 	13.04	 	Benefit of Agreement; Assignments; Participations
	 	 	150	 
	 	 	13.05	 	No Waiver; Remedies Cumulative
	 	 	152	 
	 	 	13.06	 	Payments Pro Rata
	 	 	152	 
	 	 	13.07	 	Calculations; Computations
	 	 	153	 
	 	 	13.08	 	GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY
TRIAL
	 	 	153	 
	 	 	13.09	 	Counterparts
	 	 	154	 
	 	 	13.10	 	Effectiveness
	 	 	155	 
	 	 	13.11	 	Headings Descriptive
	 	 	155	 
	 	 	13.12	 	Amendment or Waiver; etc.
	 	 	155	 
	 	 	13.13	 	Survival
	 	 	156	 
	 	 	13.14	 	Domicile of Loans
	 	 	156	 
	 	 	13.15	 	Register
	 	 	157	 
	 	 	13.16	 	Confidentiality
	 	 	157	 
	 	 	13.17	 	Patriot Act
	 	 	158	 





[ABL Credit Agreement]




 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	13.18	 	Release of Borrowers
	 	 	158	 
	 	 	 	 	 
	 	 	 	 
	SECTION 14.	 	Nature of Borrower Obligations	 	 	158	 
	 	 	 	 	 
	 	 	 	 
	 	 	14.01	 	Nature of Borrower Obligations
	 	 	158	 
	 	 	14.02	 	Independent Obligation
	 	 	158	 
	 	 	14.03	 	Authorization
	 	 	158	 
	 	 	14.04	 	Reliance
	 	 	159	 
	 	 	14.05	 	Contribution; Subrogation
	 	 	159	 
	 	 	14.06	 	Waiver
	 	 	159	 
	 	 	 	 	 
	 	 	 	 
	SECTION 15.	 	Guarantee	 	 	159	 
	 	 	 	 	 
	 	 	 	 
	 	 	15.01	 	The Guarantees
	 	 	159	 
	 	 	15.02	 	Obligations Unconditional
	 	 	160	 
	 	 	15.03	 	Reinstatement
	 	 	162	 
	 	 	15.04	 	Subrogation; Subordination
	 	 	163	 
	 	 	15.05	 	Remedies
	 	 	163	 
	 	 	15.06	 	Instrument for Payment of Money
	 	 	163	 
	 	 	15.07	 	Continuing Guarantee
	 	 	164	 
	 	 	15.08	 	General Limitation on Guarantee Obligations
	 	 	164	 
	 	 	15.09	 	Release of Guarantors
	 	 	165	 
	 	 	15.10	 	Right of Contribution
	 	 	165	 





[ABL Credit Agreement]




 









 






SCHEDULES




	 	 	 
	Schedule 1.01(a)

	 	Lenders and Commitments
	Schedule 1.01(b)

	 	Locations — United States and Canada
	Schedule 1.01(c)

	 	Locations — United Kingdom
	Schedule 1.01(d)

	 	Eligible Real Property
	Schedule 1.01(e)

	 	Consolidated EBITDA
	Schedule 1.01(f)

	 	Consolidated Net Cash Flow
	Schedule 1.01(g)

	 	Qualified Derivative Obligations
	Schedule 3.01(c)

	 	Existing US Letters of Credit
	Schedule 8.01

	 	Qualifications to do Business
	Schedule 8.04

	 	Capital Structure
	Schedule 8.05

	 	Names
	Schedule 8.06

	 	Business Locations
	Schedule 8.12

	 	Surety Obligations
	Schedule 8.18

	 	Restrictions
	Schedule 8.19

	 	Litigation
	Schedule 8.21

	 	Leases
	Schedule 8.24

	 	ERISA Plans
	Schedule 8.25

	 	Business Relationships
	Schedule 8.31

	 	Continuing Indebtedness
	Schedule 8.32

	 	Insurance
	Schedule 8.32

	 	Employee Benefit Plans
	Schedule 10.02

	 	Liens
	Schedule 10.05

	 	Indebtedness
	Schedule 10.09

	 	Bank Accounts
	Schedule 10.07

	 	Deposits with Financial Institutions
	Schedule 10.08

	 	Transactions with Affiliates
	Schedule 10.13

	 	Operating Leases
	Schedule 10.12

	 	Subsidiaries
	Schedule 10.20

	 	Deposit Accounts
	 
	 	 
	EXHIBITS
	 	 
	 
	 	 
	Exhibit A-1

	 	Notice of Borrowing
	Exhibit A-2

	 	Notice of Conversion/Continuation
	Exhibit B-1

	 	Form of US Revolving Note
	Exhibit B-2

	 	Form of US Swingline Note
	Exhibit B-3

	 	Form of UK Revolving Note
	Exhibit B-4

	 	Form of UK Swingline Note
	Exhibit C

	 	Form Assignment and Assumption Agreement
	Exhibit D

	 	Form of Incremental Commitment Agreement
	Exhibit E

	 	Form of Joinder Agreement
	Exhibit F

	 	Form of US Letter of Request
	Exhibit G

	 	Form of UK Letter of Request
	Exhibit H

	 	Form of Section 5.04(b)(ii) Certificate
	Exhibit I-1-A

	 	Form of Squire Sanders Opinion (Mobile Mini Entities)
	Exhibit I-1-B

	 	Form of Squire Sanders Opinion (Mobile Storage Entities)
	Exhibit I-2

	 	Form of White & Case Opinion
	Exhibit I-3

	 	Form of Kirkland & Ellis Opinion
	Exhibit I-4-A

	 	Form of UK Opinion (Mobile Mini Entities)





[ABL Credit Agreement]




 









 






	 	 	 
	Exhibit I-4-B

	 	Form of UK Opinion (Mobile Storage Entities)
	Exhibit I-5

	 	Form of Luxembourg Opinion
	Exhibit I-6

	 	Form of Canadian Opinion
	Exhibit I-7

	 	Form of Special Delaware Counsel Opinion
	Exhibit J

	 	Form of Credit Party Secretary’s Certificate
	Exhibit K

	 	Form of US Pledge Agreement
	Exhibit L

	 	Form of UK Share Charge
	Exhibit M

	 	US Security Agreement
	Exhibit N

	 	UK Debenture
	Exhibit O

	 	Form of Solvency Certificate
	Exhibit P

	 	Form of Compliance Certificate
	Exhibit Q

	 	Form of Borrowing Base Certificate
	Exhibit R

	 	UK Intercreditor Deed






[ABL Credit Agreement]





 











 





Execution Copy




          ABL CREDIT AGREEMENT, dated as of June 27, 2008, among Mobile Mini, Inc., a Delaware
corporation (the “US Company” and, together with each other entity that executes this
Agreement as a US Borrower or that becomes a US Borrower pursuant to Section 9.13(f),
Section 9.13(g), or Section 10.12, collectively, the “US Borrowers”, and
each, a “US Borrower”), Ravenstock MSG Limited, a limited liability company incorporated in
England and Wales (the “UK Company”), Mobile Mini UK Limited, a corporation incorporated in
England and Wales (“Mobile Mini UK” and together with UK Company and each other entity that
executes this Agreement as a UK Borrower or that becomes a UK Borrower pursuant to Section
10.12, collectively, the “UK Borrowers”, and each, a “UK Borrower” and,
together with each US Borrower, collectively, the “Borrowers”, and each, a
“Borrower”), the Guarantors party hereto from time to time, the Lenders party hereto from
time to time and Deutsche Bank AG New York Branch, as Administrative Agent. All capitalized terms
used herein and defined in Section 1 are used herein as therein defined.




W I T N E S S E T H:




          WHEREAS, subject to and upon the terms and conditions set forth herein, the Joint Lead
Arrangers have arranged, and the Lenders are willing to make available to the Borrowers, the senior
secured revolving credit facility provided for herein;




          NOW, THEREFORE, IT IS AGREED:




          SECTION 1. Definitions and Accounting Terms.




                    1.01 Defined Terms. As used in this Agreement, the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular and plural forms of
the terms defined):



          “Account” shall mean an “account” as such term is defined in Article 9 of the UCC, and
any and all supporting obligations in respect thereof.




          “Account Debtor” shall mean each Person who is obligated on an Account.




          “Acquisition” shall mean (i) the acquisition by US Company or any of its Subsidiaries
of all of the issued and outstanding Securities or other equity interests of a Person, (ii) the
acquisition by US Company or any of its Subsidiaries of all or substantially all of the assets of a
Person or a line of business of a Person or (iii) the merger or consolidation of US Company or any
of its Subsidiaries with a Person other than a Person that was a Subsidiary of US Company or such
Subsidiary immediately prior to such merger.




          “Acquisition Documents” shall mean collectively, (i) the Merger Agreement (ii) the
Joinder Agreement in the form attached to the Merger Agreement as Exhibit A thereto, (iii) the
Escrow Agreement in the form attached to the Merger Agreement as Exhibit B thereto, (iv) the
Stockholders Agreement, in the form attached to the Merger Agreement as Exhibit C thereto, (v) the
certificate of designations for the Convertible Preferred Stock in the form attached to the Merger
Agreement as Exhibit D, (vi) the Amendment to the Amended and Restated Certificate of Incorporation
of US Company in the form attached to the Merger Agreement as Exhibit E thereto, (vii) the
agreements relating to the Subsequent Mergers, and all other agreements and documents relating to
the Mobile Storage Acquisition.




          “Additional Security Documents” shall have the meaning provided in Section
9.13.




 









 








          “Adjustable Applicable Margins” shall have the meaning provided in the definition of
Applicable Margin.




          “Administrative Agent” shall mean Deutsche Bank AG New York Branch, in its capacity as
Administrative Agent for the Lenders hereunder and under the other Credit Documents, and shall
include any successor to the Administrative Agent appointed pursuant to Section 12.09.




          “Affiliate” shall mean, with respect to any Person, any other Person directly or
indirectly controlling (including, but not limited to, all directors and officers of such Person),
controlled by, or under direct or indirect common control with, such Person. A Person shall be
deemed to control another Person if such Person possesses, directly or indirectly, the power (a) to
vote 15% or more of the securities having ordinary voting power for the election of directors (or
equivalent governing body) of such Person or (b) to direct or cause the direction of the management
and policies of such other Person, whether through the ownership of voting securities, by contract
or otherwise; provided, however, that none of the Administrative Agent, any Lender
or any of their respective Affiliates shall be considered an Affiliate of US Company or any
Subsidiary thereof.




          “Agent Advance” shall have the meaning provided in Section 2.01(h).




          “Agent Advance Period” shall have the meaning provided in Section 2.01(h).




          “Agents” shall mean and include the Administrative Agent, the Collateral Agent, the
Syndication Agent and the Co-Documentation Agents.




          “Aggregate Borrowing Base” shall mean as of any date of determination thereof, an
amount equal to the lesser of:




          (i) the sum of (A) the amount calculated under the definition of US Borrowing Base; plus (B)
an amount equal to the lesser of (x) the UK Maximum Amount and (y) the amount calculated under the
definition of UK Borrowing Base (excluding from such calculation, subclause (i) thereof); or




          (ii) the amount permitted to be outstanding under this Agreement by each of the Senior Note
Indentures.




          “Aggregate Exposure” shall mean, at any time, the sum of (a) the Aggregate UK Exposure
and (b) the Aggregate US Exposure.




          “Aggregate UK Exposure” shall mean, at any time, the sum of (a) the aggregate
principal amount of all UK Revolving Loans then outstanding, (b) the aggregate amount of all UK
Letter of Credit Outstandings at such time (exclusive of UK Letter of Credit Outstandings which are
repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence
of UK Revolving Loans), and (c) except for purposes of calculating the Applicable Commitment
Commission Percentage, the aggregate principal amount of all UK Swingline Loans then outstanding
(exclusive of UK Swingline Loans which are repaid with the proceeds of, and simultaneously with the
incurrence of, the respective incurrence of UK Revolving Loans).




          “Aggregate US Exposure” shall mean, at any time, the sum of (a) the aggregate
principal amount of all US Revolving Loans then outstanding, (b) the aggregate amount of all US
Letter of Credit Outstandings at such time (exclusive of US Letter of Credit Outstandings which are
repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence
of US Revolving Loans), and (c) except for purposes of calculating the Applicable Commitment
Commission Percentage,




-2-









 




the aggregate principal amount of all US Swingline Loans then outstanding (exclusive of US
Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of,
the respective incurrence of US Revolving Loans).




          “Agreement” shall mean this Credit Agreement, as modified, supplemented, amended,
restated (including any amendment and restatement hereof), extended and/or renewed from time to
time.




          “Applicable Commitment Commission Percentage” shall mean (i) for each day on which the
Aggregate Exposure is less than or equal to 50% of the Total Revolving Loan Commitment, 0.375%, and
(ii) for each day during which the Aggregate Exposure exceeds 50% of the Total Revolving Loan
Commitment, 0.25%.




          “Applicable Law” shall mean all laws, rules and regulations applicable to the Person,
conduct, transaction, covenant, Credit Document or other material contract in question, including
all applicable common law and equitable principles; all provisions of all applicable state, federal
and foreign constitutions, statutes, rules, regulations and legally enforceable orders of
governmental bodies; and legally enforceable orders, judgments and decrees of all courts and
arbitrators, in each case, in any jurisdiction.




          “Applicable Margin” shall mean, for the period from the Initial Borrowing Date until
the first Start Date thereafter, a percentage per annum equal to, in the case of




          (a) US Revolving Loans maintained as (i) Base Rate Loans, 1.00%, and (ii) US LIBOR Loans,
2.50%;




          (b) US Swingline Loans, 1.00%;




          (c) UK Revolving Loans, 2.50%, and




          (d) UK Swingline Loans, 2.50%.




          From and after the first day of the calendar month immediately following the delivery of any
certificate delivered in accordance with the first sentence of the following paragraph indicating
an entitlement to a different margin for any Type of Loan than that described in the immediately
preceding sentence (each, a “Start Date”) to and including the applicable End Date
described below, the Applicable Margins for such Type of Loan (hereinafter, the “Adjustable
Applicable Margins”) shall be those set forth below opposite the Debt Ratio indicated to have
been achieved in any certificate delivered in accordance with the following sentence:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Revolving Loan	 	US Revolving Loan and
	 	 	 	 	LIBOR/EURIBOR and UK	 	US Swingline Loan
	Level	 	Debt Ratio	 	Swingline Loan Margin	 	Base Rate Margin
	I

	 	Greater than 4.50 to 1.00
	 	 	2.75	%	 	 	1.25	%
	 
	 	 	 	 	 	 	 	 	 	 
	II

	 	Greater than 3.50 to
1.00 but less than or
equal to 4.50 to 1.00
	 	 	2.50	%	 	 	1.00	%
	 
	 	 	 	 	 	 	 	 	 	 
	III

	 	Less than or equal to
3.50 to 1.00
	 	 	2.25	%	 	 	0.75	%






-3-









 





          The Debt Ratio used in a determination of Adjustable Applicable Margins shall be determined
based on the delivery of a certificate of US Company (each, a “Quarterly Pricing
Certificate”) by an Authorized Officer of US Company to the Administrative Agent (with a copy
to be sent by the Administrative Agent to each Lender), within 45 days after the last day of any
fiscal quarter of US Company (or within 90 days after the last day of the fourth fiscal quarter of
US Company), which certificate shall set forth the calculation of the Debt Ratio as at the last day
of the test period ended immediately prior to the relevant Start Date and the Adjustable Applicable
Margins which shall be thereafter applicable (until same are changed or cease to apply in
accordance with the following sentences). The Adjustable Applicable Margins so determined shall
apply, except as set forth in the succeeding sentence, from the relevant Start Date to the first
day of the calendar month immediately following the date on which the next Quarterly Pricing
Certificate is delivered to the Administrative Agent (the “End Date”); provided
that if no such subsequent Quarterly Pricing Certificate is delivered on or prior to the date which
is 45 days (or 90 days in the case of the fourth fiscal quarter of the US Company) following the
last day of the test period in which the previous Start Date occurred, a new Start Date shall be
deemed to have commenced and the Adjustable Applicable Margins shall automatically adjust to those
that correspond to a Debt Ratio at Level I (such Adjustable Applicable Margins as so determined,
the “Highest Adjustable Applicable Margins”), effective prospectively from such date until
the next End Date. Notwithstanding anything to the contrary contained above in this definition,
(i) the Applicable Margin and the Adjustable Applicable Margins shall be the Highest Adjustable
Applicable Margins at all times during which there shall exist any Default or Event of Default and
(ii) for the period from the Initial Borrowing Date through (but not including) the date of the
delivery of the Quarterly Pricing Certificate for the fiscal quarter of US Company ending June 30,
2009, the Adjustable Applicable Margins will set at Level II in the chart above.




          Notwithstanding anything to the contrary contained above in this definition or elsewhere in
this Agreement, if it is subsequently determined that the Debt Ratio set forth in any Quarterly
Pricing Certificate delivered to the Administrative Agent is inaccurate for any reason and the
result thereof is that the Lenders received interest or fees for any period based on an Adjustable
Applicable Margin that is less than that which would have been applicable had the Debt Ratio been
accurately determined, then, for all purposes of this Agreement, the “Adjustable Applicable Margin”
for any day occurring within the applicable period shall retroactively be deemed to be the relevant
percentage as based upon the accurately determined Debt Ratio for such period, and any shortfall in
the interest or fees theretofore paid by the Borrowers for the relevant periods pursuant to
Sections 2.08 and 4.01(b) as a result of the miscalculation of the Debt Ratio shall
be deemed to be (and shall be) due and payable under the relevant provisions of Section
2.08 or 4.01(b), as applicable, within two Business Days of discovery of such
inaccuracy (and shall remain due and payable until paid in full, together with all amounts owing
under Section 2.08(d), in accordance with the terms of this Agreement).




          “Appraised Fair Market Value” shall mean, with respect to any Real Property, the price
at which a willing buyer, not an Affiliate of the seller, and a willing seller who does not have to
sell, would agree to purchase and sell such Real Property, as determined by an Appraiser in an
appraisal in form and substance reasonably satisfactory to Administrative Agent.




          “Appraiser” shall mean an appraiser employed by Administrative Agent or an independent
third party appraiser engaged by Administrative Agent, at US Company’s expense.




          “Approved Credit Support” shall mean an Account is (a) supported by an irrevocable
letter of credit satisfactory to the Administrative Agent, in its Permitted Discretion (as to form,
substance, and issuer or domestic confirming bank), that has been delivered to the Administrative
Agent and is




-4-









 







directly drawable by the Administrative Agent, or (b) is covered by credit insurance in form,
substance, and amount, and by an insurer, satisfactory to the Administrative Agent, in its
Permitted Discretion.




          “Arrangers” shall mean collectively, Deutsche Bank Securities Inc. and Banc of America
Securities LLC.




          “Asset Sale” shall have the meaning set forth in Section 10.03.




          “Assignment and Assumption Agreement” shall mean an Assignment and Assumption
Agreement substantially in the form of Exhibit C.




          “Authorized Officer” shall mean, with respect to (a) delivering Notices of Borrowing,
Notices of Conversion/Continuation and similar notices, any person or persons that has or have been
authorized by the board of directors (or equivalent governing body) of the respective Borrower to
deliver such notices pursuant to this Agreement and for which an appropriate incumbency certificate
in form and substance satisfactory to the Administrative Agent has been delivered to the
Administrative Agent, the Swingline Lender or the respective Issuing Lender, (b) delivering
financial information and officer’s certificates pursuant to this Agreement, the chief financial
officer or the chief accounting officer of the US Company or the respective Borrower, and (c) any
other matter in connection with this Agreement or any other Credit Document, any officer (or a
person or persons so designated by any two officers) of the US Company or the respective Borrower.




          “Bank” shall mean Deutsche Bank AG New York Branch.




          “Banking Product Obligations” of the Credit Parties means any and all obligations of
the Credit Parties, whether absolute or contingent and howsoever and whensoever created, arising,
evidenced or acquired (including all renewals, extensions and modifications thereof and
substitutions therefor) in connection with Banking Products of which the Administrative Agent has
received written notice.




          “Banking Products” means each and any of the following bank services provided to any
Credit Party (or the LKE Qualified Intermediary with respect to a LKE Joint Account) by any Lender
or any of its Affiliates: (a) commercial credit cards, (b) stored value cards and (c) treasury
management services (including, without limitation, controlled disbursement, automated
clearinghouse transactions, E-payables or comparable services, return items, overdrafts and
interstate depository network services).




          “Bank Product Reserve” shall mean a reserve established by the Administrative Agent
from time to time in respect of the Borrowing Base Parties’ liabilities or potential liabilities as
part of their cash management system (including, without limitation, liabilities related to Banking
Products) such as, but not limited to, reserves for returned items, customary charges for
maintaining Deposit Accounts and similar items.




          “Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”
as now or hereafter in effect, or any successor thereto.




          “Base Rate” shall mean, at any time, the higher of (a) the Prime Lending Rate at such
time and (b) 1/2 of 1% in excess of the overnight Federal Funds Rate at such time.




          “Base Rate Loan” shall mean (a) each US Swingline Loan and (b) each US Revolving Loan
designated or deemed designated as such by the relevant Borrower at the time of the incurrence
thereof or conversion thereto determined by reference to the Base Rate.




-5-









 








          “Board” shall mean the Board of Governors of the Federal Reserve System of the United
States.




          “Borrower” and “Borrowers” shall have the meaning provided in the first
paragraph of this Agreement.




          “Borrowing” shall mean a UK Borrowing or a US Borrowing.




          “Borrowing Base Certificate” shall have the meaning provided in Section
9.01(j).




          “Borrowing Base Party” shall mean each US Borrowing Base Party and each UK Borrowing
Base Party.




          “Business Day” shall mean (a) for all purposes other than as covered by clause (b)
below, any day except Saturday, Sunday and any day which shall be in New York, New York, and/or
London, England, a legal holiday or a day on which banking institutions are authorized or required
by law or other government action to close and (b) with respect to all notices and determinations
in connection with, and payments of principal and interest on, (i) LIBOR Loans, any day which is a
Business Day described in clause (a) above and which is also a day for trading by and between banks
in US Dollar and Pounds Sterling deposits in the interbank eurodollar market and (ii) EURIBOR
Loans, any TARGET Day.




          “Cabin Fleet Inventory” shall mean timber accommodation units which are included in UK
Borrowers’ lease fleet.




          “Canadian Dollars” and the sign “CA$” shall each mean freely transferable
lawful money of Canada.




          “Canadian Priority Payables” shall mean, at any time, with respect to any Borrowing
Base Party which has employees in Canada or otherwise carries on business in Canada or which
leases, sells or otherwise owns goods in Canada or has Accounts with Account Debtors located in
Canada:





     (i) the amount past due and owing by such Borrowing Base Party, or the accrued amount
for which such Borrowing Base Party has an obligation to remit to a Governmental Authority
in Canada or in any province, municipality or other political subdivision thereof (“Canadian
Governmental Authority”) or other Person pursuant to any applicable law, rule or regulation,
in respect of (a) pension fund obligations; (b) unemployment insurance; (c) goods and
services taxes, sales taxes, employee income taxes and other taxes payable or to be remitted
or withheld; (c) workers’ compensation; (e) vacation pay; and (f) other like charges and
demands; in each case, in respect of which any Canadian Governmental Authority or other
Person may claim a security interest, lien, trust or other claim ranking or capable of
ranking in priority to or pari passu with one or more of the Liens granted in the Security
Documents; and




     (ii) the aggregate amount of any other liabilities of such Borrowing Base Party (a) in
respect of which a trust has been or may be imposed on any Collateral to provide for payment
or (b) which are secured by a security interest, pledge, lien, charge, right or claim on any
Collateral; in each case, pursuant to any applicable law, rule or regulation and which
trust, security interest, pledge, lien, charge, right or claim ranks or is capable of
ranking in priority to or pari passu with one or more of the Liens granted in the Security
Documents.



          “Capital Expenditures” shall mean expenditures made or liabilities incurred for the
acquisition of any fixed assets (including but not limited to containers) or improvements,
replacements,



-6-









 






substitutions or additions thereto which have a useful life of more than one year, including
the total principal portion of Capitalized Lease Obligations and that portion of Investments
allocable to property, plant or equipment. Capital Expenditures shall exclude (i) new and used
manufactured or remanufactured portable container Inventory held for sale, (ii) proceeds of a
Casualty Loss applied to the repair or replacement of the property affected by the Casualty Loss
and (iii) Inventory or Equipment acquired in a Permitted Acquisition.




          “Capitalized Lease Obligation” shall mean any Indebtedness represented by obligations
under a lease that is required to be capitalized for financial reporting purposes in accordance
with GAAP.




          “Cash Equivalents” shall mean, as to any Person, (a) securities issued or directly and
fully guaranteed or insured by the United States or the United Kingdom or any agency or
instrumentality thereof (provided that the full faith and credit of such country is pledged
in support thereof or it otherwise has a equivalent credit rating) having maturities of not more
than one year from the date of acquisition, (b) marketable direct obligations issued by any state
of the United States or the United Kingdom or any political subdivision of such country or any
public instrumentality thereof maturing within one year from the date of acquisition thereof and,
at the time of acquisition, having one of the two highest ratings obtainable from either S&P or
Moody’s, (c) Pounds Sterling or Dollar-denominated time deposits, certificates of deposit and
bankers acceptances of any Lender or any commercial bank having, or which is the principal banking
subsidiary of a bank holding company having, a long-term unsecured debt rating of at least “A” or
the equivalent thereof from S&P or “A2” or the equivalent thereof from Moody’s with maturities of
not more than one year from the date of acquisition by such Person, (d) repurchase obligations with
a term of not more than seven days for underlying securities of the types described in clause (a)
above entered into with any bank meeting the qualifications specified in clause (c) above, (e)
commercial paper denominated in Pounds Sterling or Dollars and not convertible or exchangeable into
any other securities issued by any Person incorporated in the United States or the United Kingdom
rated at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by
Moody’s and in each case maturing not more than one year after the date of acquisition by such
Person, (f) Pounds Sterling bills of exchange eligible for rediscount at the Bank of England and
accepted by any bank meeting the qualifications specified in clause (c) above, (g) investments in
money market funds substantially all of whose assets are comprised of securities of the types
described in clauses (a) through (f) above and which can be turned into cash on not more than 30
days’ notice, or (h) any other debt security approved by the Required Lenders, and in each case
described in clauses (a) through (h) above, which is not subject to any Lien (other than any Lien
arising under the Security Documents).




          “Cash Management Control Agreement” shall mean a “control agreement” in form and
substance reasonably acceptable to the Administrative Agent and containing terms regarding the
treatment of all cash and other amounts on deposit in the respective Collection Account,
Disbursement Account, Designated Petty Cash Account, Designated Payroll Account or LKE Joint
Account governed by such Cash Management Control Agreement consistent with the requirements of
Section 5.03 hereto and Section 3.9 of the US Security Agreement (including,
without limitation, any such agreement with respect to any LKE Joint Account pursuant to which the
applicable Credit Party and the LKE Qualified Intermediary instruct the appropriate financial
institution(s) to transfer funds from the LKE Joint Accounts to the Administrative Agent in
accordance with Section 5.03 hereto).




          “Casualty Loss” shall mean (i) the loss, damage, or destruction of any asset owned or
used by US Company or any of its Subsidiaries, (ii) the condemnation, confiscation, or other
taking, in whole or in part, of any such asset, or (iii) the diminishment of such asset so as to
render use for its intended purpose impracticable or unreasonable.




-7-









 








          “CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as the same has been amended and may hereafter be amended from time to time,
42 USC. § 9601 et seq.




          “Certificate of Title” shall mean a certificate of title, certificate of ownership or
other registration certificate issued or required to be issued for any asset under the certificate
of title or similar laws of any jurisdiction.




          “Change in Law” shall have the meaning provided in Section 11.10.




          “Change of Control” shall mean (i)  any “person” (as such term is used in Subsections
13(d) and 14(d) of the Securities and Exchange Act of 1934, as amended) on or after the Initial
Borrowing Date is or becomes a “beneficial owner” (as defined in Rule 13d-3 under such Act),
directly or indirectly, of Securities of US Company representing 25% or more of the combined voting
power of US Company’s then-outstanding Securities; or (ii) the existing directors for any reason
cease to constitute 75% of US Company’s Board of Directors or (iii) any Borrower or Guarantor
ceases to be a wholly-owned Subsidiary of US Company, except as expressly permitted by the Credit
Documents; or (iv) a “Change of Control” (as defined in any of the Senior Note Indentures) occurs.
For purposes of this definition, “existing directors” means (x) individuals constituting US
Company’s Board of Directors on the Initial Borrowing Date, and (y) any subsequent director whose
election by the Board of Directors or nomination for election by US Company’s shareholders was
approved by a vote of at least 75% of the directors then in office which directors either were
directors on the Initial Borrowing Date or whose election or nomination for election was previously
so approved.




          “Chief Executive Office” shall mean, with respect to any Person, the location from
which such Person manages the main part of its business operations or other affairs.




          “Claims” shall have the meaning provided in the definition of Environmental Claims.




          “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and
the regulations promulgated and rulings issued thereunder. Section references to the Code are to
the Code, as in effect at the date of this Agreement and any subsequent provisions of the Code,
amendatory thereof, supplemental thereto or substituted therefor.




          “Co-Documentation Agent” shall mean JPMorgan Chase Bank, N.A., ING Capital LLC and The
Bank of Nova Scotia, each in its capacity as documentation agent.




          “Collateral” shall mean all property (whether real or personal) with respect to which
any Liens have been granted (or purported to be granted) pursuant to any Security Document,
including, without limitation, all Pledge Agreement Collateral, all Security Agreement Collateral,
all Mortgaged Properties and all cash and Cash Equivalents delivered as collateral pursuant to
Section 5.02 or Section 11.




          “Collateral Agent” shall mean the Administrative Agent, in its capacity as collateral
agent for the Lenders hereunder and under the other Credit Documents, and shall include any
successor to the Administrative Agent appointed pursuant to Section 12.09.




          “Collection Account” shall mean each account established at a Collection Bank subject
to a Cash Management Control Agreement into which funds shall be transferred as provided in
Section 5.03(b).




-8-









 








          “Collection Bank” shall have the meaning provided in Section 5.03(b).




          “Collective Bargaining Agreements” shall mean all collective bargaining agreements
applying or relating to any employee of US Company or any of its Subsidiaries.




          “Commitment Commission” shall have the meaning provided in Section 4.01(a).




          “Compliance Period” shall mean any period (x) commencing on the first Business Day on
which the Total Borrowing Availability is less than the Minimum Availability Amount and (y) ending
on the first Business Day thereafter on which the Total Borrowing Availability has been equal to or
greater than the Minimum Availability Amount for 30 consecutive days.




          “Computation Date” shall mean the date on which the Equivalent Amount of any currency
is determined.




          “Concentration Account” shall have the meaning provided in Section 5.03(c).




          “Consolidated” shall mean the consolidation in accordance with GAAP of the accounts or
other items as to which such term applies.




          “Consolidated EBITDA” shall mean for a period, the Consolidated Net Income of US
Company and its Subsidiaries (excluding (a) extraordinary gains and (b) non-cash extraordinary
losses) and without duplication (i) plus all Interest Expense, income tax expense,
depreciation and amortization (including amortization of any goodwill or other intangibles) for the
period, (ii) less gains or plus losses attributable to any fixed asset sales
(excluding sales of containers held for lease) in the period, (iii) plus or minus
any other non-cash charges which have been subtracted or added in calculating Consolidated Net
Income, (iv) plus fees and expenses directly incurred in connection with the Transactions
(including, without limitation, professional, legal and other advisory fess, and other costs
incurred in connection with the initial funding under this Agreement), provided that such
fees, costs and expenses are in an aggregate amount not to exceed $30,000,000 (or the Equivalent
Amount thereof) and are incurred on or prior to December 31, 2008, in each case to the extent
deducted (and not added back) in such period in computing such Consolidated Net Income, (v)
plus the amount of any one time merger related costs, including, without limitation, costs
related to the closure and/or consolidation of facilities, duplicative advertising costs,
integration costs, severance, relocation costs and curtailments or modifications to pension and
post-retirement employee benefit plans, in each case to the extent deducted (and not added back) in
such period in computing such Consolidated Net Income, provided that such fees, costs and
expenses are in an aggregate amount not to exceed $25,000,000 (or the Equivalent Amount thereof)
and are incurred on or prior to June 30, 2009, and (vi) with respect to any period ending on or
prior to the last date of the fourth full fiscal quarter to be completed following the Closing
Date, the amount of post-Mobile Storage Acquisition net cost savings projected by the US Company in
good faith to be realized as a result of specified actions commenced by the US Company and its
Subsidiaries (calculated on a pro forma basis as though such cost savings had been realized on the
first day of such period), net of the amount of actual benefits realized during such period from
such actions, provided that (A) such cost savings are reasonably identifiable and factually
supportable, (B) such actions are taken on or prior to the date that is twelve months following the
Closing Date, (C) no cost savings shall be added pursuant to this clause (vi) to the extent
duplicative of any expenses or charges relating to such cost savings that are included in
clause (v) above with respect to such period and (D) the aggregate amount of cost savings added
pursuant to this clause (vi) shall not exceed an amount equal to $25,000,000 (it being understood
and agreed that, for purposes solely of Section 6.12(b) hereof, the amount of such cost
savings shall be deemed to be $25,000,000). For all purposes other than calculating Consolidated
Net Cash Flow, Consolidated EBITDA for any such period shall be calculated by giving pro forma
effect to any Permitted Acquisition



-9-









 






and any Asset Sale specifically permitted pursuant to clauses (iv) or (v) of Section
10.03 during such period, as if such Acquisition or Asset Sale, as the case may be, had been
consummated on the first day of such period, as long as US Company shall have delivered to
Administrative Agent audited financial statements for such period for the Person or assets acquired
or if consented to by Administrative Agent, other reasonably acceptable financial statements or
other supporting documentation. Notwithstanding anything to the contrary contained herein and
subject to adjustment as provided in the immediately preceding sentence with respect to
Acquisitions and Asset Sales occurring following the Closing Date, Consolidated EBITDA for the
fiscal quarters ended March 31, 2008, December 31, 2007 and September 30, 2007 shall be as set
forth on Schedule 1.01(e).




          “Consolidated Net Cash Flow” shall mean for a period, Consolidated EBITDA less
the sum of (i) Unfinanced Capital Expenditures during such period plus (ii) income taxes
paid in cash during such period plus (iii) Restricted Payments paid in cash during such
period (other than Restricted Payments paid by a Subsidiary of US Company to a Credit Party).
Notwithstanding anything to the contrary contained herein, Consolidated Net Cash Flow for the
fiscal quarters ended March 31, 2008, December 31, 2007, and September 30, 2007 shall be as set
forth on Schedule 1.01(f).




          “Consolidated Net Income” shall mean, for any period, the net income (or loss) of US
Company and its Subsidiaries determined on a consolidated basis for such period (taken as a single
accounting period) in accordance with GAAP (after any deduction for minority interests);
provided that the following items shall be excluded in computing Consolidated Net Income
(without duplication): (a) the net income of any other Person which is not a Subsidiary of US
Company or is accounted for by the equity method of accounting except to the extent of the payment
of cash dividends or cash distributions by such other Person to US Company or a Subsidiary thereof
during such period, and (b) the net income of any Subsidiary of US Company to the extent that the
declaration or payment of cash dividends or similar cash distributions by such Subsidiary of such
net income is not at the time permitted by the operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable
to such Subsidiary.




          “Container Fleet Inventory” shall mean new and used manufactured or remanufactured
portable and ISO containers and portable mobile offices held by US Company or another Credit Party
for intended lease or rental by US Company or another Credit Party to third parties.




          “Contingent Obligation” shall mean, as to any Person, any obligation of such Person as
a result of such Person being a general partner of any other Person, unless the underlying
obligation is expressly made non-recourse as to such general partner, and any obligation of such
Person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other
obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, including, without limitation, any obligation of such Person,
whether or not contingent, (a) to purchase any such primary obligation or any property constituting
direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or
payment of any such primary obligation or (ii) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to
purchase property, securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of such primary
obligation or (d) otherwise to assure or hold harmless the holder of such primary obligation
against loss in respect thereof; provided, however, that the term Contingent
Obligation shall not include endorsements of instruments for deposit or collection in the ordinary
course of business or guarantees by a parent entity of real property leases entered into by a UK
Subsidiary in the ordinary course of business. The amount of any Contingent Obligation shall be
deemed to be an amount equal to the stated or determinable amount of the primary obligation in
respect of which such Contingent Obligation is made



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or, if not stated or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) as determined by such Person in
good faith.




          “Convertible Preferred Stock” shall mean US Company’s Series A Convertible Redeemable
Participating Preferred Stock to be issued in connection with the Mobile Storage Acquisition.




          “Convertible Preferred Stock Documents” shall mean (i) the Stockholders Agreement, in
the form attached to the Merger Agreement as Exhibit C thereto, and (ii) the certificate of
designations for the Convertible Preferred Stock in the form attached to the Merger Agreement as
Exhibit D, and all other agreements and documents relating to the issuance of the Convertible
Preferred Stock.




          “Credit Account” shall have the meaning provided in Section 5.03(g).




          “Credit Documents” shall mean this Agreement, the US Pledge Agreement, the US Security
Agreement, the UK Security Agreements, the Fee Letter and, after the execution and delivery thereof
pursuant to the terms of this Agreement, each Note, each Incremental Commitment Agreement, each
Joinder Agreement, each Mortgage and each other Security Document.




          “Credit Event” shall mean the making of any Loan or the issuance of any Letter of
Credit under this Agreement.




          “Credit Party” shall mean each of the US Credit Parties and each of the UK Credit
Parties.




          “DBNY” shall mean Deutsche Bank AG New York Branch, and its permitted successors and
assigns.




          “Debt Ratio” shall mean as of any date of determination, the ratio of (i) Funded Debt
as of such date to (ii) Consolidated EBITDA in each case for the four fiscal quarters ending on
such date.




          “Default” shall mean any event, act or condition which with notice or lapse of time,
or both, would constitute an Event of Default.




          “Defaulting Lender” shall mean any Lender with respect to which a Lender Default is in
effect.




          “Deposit Account” shall mean a demand, time, savings, passbook or like account with a
bank, savings and loan association, credit union or like organization.




          “Derivative Obligations” shall mean every obligation of a Person under any forward
contract, futures contract, swap, option or other financing agreement or arrangement (including,
without limitation, caps, floors, collars and similar agreements), the value of which is dependent
upon interest rates, currency or exchange rates or valuations.




          “Designated Payroll Accounts” shall mean those accounts set forth on Part E of
Schedule 10.20, as well as any new payroll account established pursuant to Section
10.20, in each case which are maintained near a branch for any Credit Party and in which cash
is transferred in accordance with the terms of this Agreement to pay ordinary course payroll
expenses of such Credit Party.




          “Designated Petty Cash Accounts” shall mean those accounts set forth on Part D of
Schedule 10.20, as well as any new petty cash account established pursuant to Section
10.20, in each case



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which are maintained near a branch for any Credit Party and in which cash is transferred in
accordance with the terms of this Agreement to pay certain ordinary course cash expenses of such
Credit Party.




          “Disbursement Account” shall mean each checking and/or disbursement account set forth
on Part C of Schedule 10.20, maintained by each Borrower and each Guarantor for their
respective general corporate purposes, including for the purpose of paying their trade payables and
other operating expenses.




          “Documents” shall mean, collectively, (a) the Credit Documents and (b) the Acquisition
Documents.




          “Dollars” and the sign “$” shall each mean freely transferable lawful money of
the United States.




          “Domestic Subsidiary” of any Person shall mean any Subsidiary of such Person
incorporated or organized in the United States or any State thereof or the District or Columbia.




          “Dutch Credit Parties” shall mean Mobile Mini Holding B.V. and Mobile Mini B.V.




          “Effective Date” shall have the meaning provided in Section 13.10.




          “Eligible Account” shall mean those Accounts created by a Borrowing Base Party in the
ordinary course of its business that arise out of its sale, lease or rental of goods or rendition
of services, that comply in all material respects with each of the representations and warranties
respecting Eligible Accounts made in the Credit Documents, and that are not excluded as ineligible
by virtue of one or more of the excluding criteria set forth below. The Administrative Agent shall
have the right to establish or modify Reserves against Eligible Accounts from time to time in its
Permitted Discretion on three Business Days’ prior written notice to US Company in respect of the
US Borrowing Base or the UK Company in respect of the UK Borrowing Base, in each case after
consultation with US Company or UK Company, as applicable. In determining the amount to be
included, Eligible Accounts shall be the face amount of such Eligible Accounts and shall be
calculated net of unearned revenue, charge-backs, customer deposits, unapplied cash, bonding
subrogation rights to the extent not cash collateralized, any and all returns, rebates, discounts
(which may, at the Administrative Agent’s option, be calculated on shortest terms), service
charges, customer deposits, credits, allowances or excise taxes of any nature at any time issued,
owing, claimed by Account Debtors, granted, outstanding or payable in connection with such Accounts
at such time. Without limiting the generality of the foregoing, unless otherwise approved in
writing by Administrative Agent, no Account shall be an Eligible Account if:





          (i) it arises out of a sale made or services rendered by a Borrowing Base Party to US
Company, a Subsidiary of US Company or an Affiliate of US Company or to a Person controlled
by an Affiliate of US Company; or




          (ii) it is an Account that has payment terms longer than 60 days from the date of
invoice; provided, however, that $500,000 or the Equivalent Amount thereof
may be considered Eligible Accounts with payment terms longer than 60 days but no longer
than 90 days from the date of the invoice;




          (iii) it remains unpaid more than 90 days after the original invoice date; or



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          (iv) it is owed by an Account Debtor and the total unpaid Accounts of such Account
Debtor exceed 10% of the net amount of all Eligible Accounts, but only to the extent of such
excess; or




          (v) any covenant, representation or warranty contained in the Agreement or any Security
Document with respect to such Account has been breached; or




          (vi) (1) the Account Debtor is also a creditor or supplier of the applicable Borrowing
Base Party or any other Subsidiary of US Company, or the Account Debtor has disputed
liability with respect to such Account, or the Account Debtor has made any claim with
respect to any other Account due from such Account Debtor to the applicable Borrowing Base
Party or any other Subsidiary of US Company, or the Account otherwise is or may become
subject to right of setoff by the Account Debtor, provided, that any such Account
shall be eligible to the extent such amount thereof exceeds such contract, dispute, claim,
setoff or similar right; or (2) it is a portion (and only such portion) of any Account that
constitutes late fees or finance charges or (3) it is less than ninety (90) days past the
original invoice date and related to invoices that have been partially paid, if the US
Company or the UK Company, as applicable, has reason to believe that such Account will not
be fully paid; or




          (vii) the Account Debtor has commenced a voluntary case under the federal bankruptcy
laws, as now constituted or hereafter amended, (or otherwise voluntarily submitted to
insolvency, bankruptcy, arrangement, liquidation or equivalent proceedings in any
jurisdiction) or made an assignment for the benefit of creditors, or a decree or order for
relief has been entered by a court having jurisdiction in the premises in respect of the
Account Debtor in an involuntary case under the federal or other similar bankruptcy,
receivership, reorganization, arrangement, liquidation or insolvency laws, as now
constituted or hereafter amended, or any other petition, procedure or other application for
relief under the federal or other similar bankruptcy, receivership, reorganization or
insolvency laws of any jurisdiction, as now constituted or hereafter amended, has been filed
against the Account Debtor, declared a moratorium on any indebtedness or is the subject of a
voluntary scheme of arrangement or if the Account Debtor has failed, suspended business or
payments, ceased to be Solvent, or consented to or suffered a receiver, receiver manager,
trustee, administrator, liquidator, compulsory manager, monitor or custodian to be appointed
for it or for all or a significant portion of its assets or affairs; or




          (viii) (1) with respect to Account Debtors of any US Borrowing Base Party, it arises
from a sale made or services rendered to an Account Debtor outside the United States, unless
the sale is either (a) to an Account Debtor located in Ontario or any other province of
Canada in which the Personal Property Security Act has been adopted in substantially the
same form as currently in effect in Ontario or (b) is subject to Approved Credit Support or
(2) with respect to Account Debtors of any UK Borrowing Base Party it arises from a sale
made or services rendered to an Account Debtor outside the United Kingdom, unless the sale
is subject to Approved Credit Support, or (3) with respect to Account Debtors of any US
Borrowing Base Party, the Account Debtor is the government of any country or sovereign state
other than the United States, or of any state, municipality, or other political subdivision
thereof, or of any department, agency, public corporation, or other instrumentality thereof,
unless the sale is subject to Approved Credit Support, or (4) with respect to Account
Debtors of any UK Borrowing Base Party, the Account Debtor is the government of any country
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,
unless the sale is subject to Approved Credit Support,



-13-









 






          (ix) (1) it arises from a sale to the Account Debtor on a bill-and-hold or, consignment
basis or in any other transaction wherein goods are sold pursuant to a guaranteed sale, a
sale or return, a sale on approval, or any other terms by reason of which the payment by the
Account Debtor may be conditional (other than, for the avoidance of doubt, a rental or lease
basis) or (2) it is subject to a reserve established by US Company or any of its
Subsidiaries for potential returns or refunds, to the extent of such reserve; or




          (x) the Account Debtor is the United States of America, any State or any political
subdivision or department, agency or instrumentality thereof, unless the applicable
Borrowing Base Party, assigns its right to payment of such Account to the Administrative
Agent, in a manner satisfactory to the Administrative Agent, in its Permitted Discretion, so
as to comply with the Assignment of Claims Act of 1940 (31 USC. §203 et seq., as amended) or
complies with any similar applicable state or local law as the Administrative Agent may
require; or




          (xi) it is not at all times subject to Collateral Agent’s duly perfected, First
Priority security interest and to no other Lien that is not a Permitted Lien; or




          (xii) the goods giving rise to such Account have not been delivered to and accepted by
the Account Debtor or the services giving rise to such Account have not been performed by
the applicable Borrowing Base Party and accepted by the Account Debtor or the Account
otherwise does not represent a final sale; or




          (xiii) the Account is evidenced by an instrument of any kind, or has been reduced to
judgment; or




          (xiv) the applicable Borrowing Base Party has made any agreement with the Account
Debtor for any deduction therefrom, except for discounts or allowances which are made in the
ordinary course of business for prompt payment and which discounts or allowances are
reflected in the calculation of the face value of each invoice related to such Account; or




          (xv) more than 50% of the Accounts owing from the Account Debtor are not Eligible
Accounts hereunder; or




          (xvi) the Account is subject to any progress payment or other similar advance made by
or for the benefit of the applicable Account Debtor; or




          (xvii) the Account evidences a lease or sale to an Account Debtor that is an individual
to the extent that the aggregate of such Accounts exceeds $750,000; or




          (xviii) the Account represents amounts which have not yet been billed to the applicable
Account Debtor and the amount of such Account together with the amount of all other Accounts
which represent amounts which have not yet been billed to the applicable Account Debtors to
the extent such amount exceeds $2,000,000 or the Equivalent Amount thereof, or




          (xix) except as provided in clause (x) above, with respect to which either the
perfection, enforceability, or validity of the Collateral Agent’s Liens in such Account, or
the Collateral Agent’s right or ability to obtain direct payment to the Collateral 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 Borrowing
Base Parties, the UK Companies Act of 1985 (as amended), or



-14-









 






          (xx) in the case of Accounts of any US Borrowing Base Party, is not payable in Dollars
or Canadian Dollars or, in the case of Accounts of any UK Borrowing Base Party, is not
payable in Pounds Sterling or Euros; or




          (xxi) with respect to the UK Borrowing Base Parties, Accounts regulated by the UK
Consumer Credit Act of 1974 (as amended); or




          (xxii) with respect to the UK Borrowing Base Parties, the Accounts are governed by laws
other than that of England and Wales; or




          (xxiii) it is a LKE Account.



          “Eligible Cabin Fleet Inventory” shall mean shall mean Eligible Goods Inventory of a
UK Borrowing Base Party consisting of Cabin Fleet Inventory, valued at the lower of such Borrowing
Base Party’s cost or Orderly Liquidation Value.




          “Eligible Container Fleet Inventory” shall mean Eligible Goods Inventory of a
Borrowing Base Party consisting of Container Fleet Inventory, valued at the lower of such Borrowing
Base Party’s cost or Orderly Liquidation Value, except for custom containers that are pre-sold and
ISO containers that are pre-sold, which will be valued at the lower of Borrowing Base Party’s cost
or sales invoice price.




          “Eligible Container Inventory Held For Sale” shall mean Eligible Goods Inventory of a
Borrowing Base Party consisting of (a) new and used manufactured or remanufactured portable and ISO
containers and portable mobile offices held by a Borrowing Base Party for intended sale to third
parties, containers temporarily out of service and otherwise unrefurbished ISO units and (b) up to
$10,000,000 (or the Equivalent Amount thereof) of containers used by Borrowing Base Parties in the
conduct of their business (and not held for sale or lease), each of which containers in clauses (a)
and (b) shall be valued at the net book value thereof.




          “Eligible Goods Inventory” shall mean all of the Inventory owned by one of the
Borrowing Base Parties that comply in all material respects with each of the representations and
warranties respecting such Inventory made in the Credit Documents, and that are not excluded as
ineligible by one or more of the excluding criteria set forth below, and which the Administrative
Agent shall have, in its Permitted Discretion, deemed to be Eligible Goods Inventory. The
Administrative Agent shall have the right to establish or modify Reserves against Eligible Goods
Inventory from time to time in its Permitted Discretion on three Business Days’ prior written
notice to US Company after consultation with US Company. The amount of Eligible Goods Inventory
shall be determined on a first-in, first-out basis; and Inventory “cost” shall be determined in a
manner consistent with the respective Borrowing Base Parties’ current and historical accounting
practices unless otherwise specifically provided in this Agreement. Unless otherwise approved in
writing by Administrative Agent, no Inventory shall be deemed Eligible Goods Inventory if:





     (i) it is not owned solely by a Borrowing Base Party or a Borrowing Base Party does not
have good, valid and marketable title thereto; or




     (ii) it is not (A) with respect to a US Borrowing Base Party (x) located at one of the
locations in the United States or Canada, in either case, set forth on Schedule
1.01(b), or from and after the date hereof, another location maintained by US Company or
any of its Subsidiaries in the United States or Canada (it being understood that, with
respect to Inventory with a cost in excess of $1,000,000 located in any Province of Canada
other than the Provinces of British Columbia or Ontario, such Inventory must be subject to a
valid and perfected First Priority Lien



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in favor of the Collateral Agent, enforceable on substantially the same basis as the
Liens in favor of the Collateral Agent pursuant to the Security Documents over Inventory
located in the United States (as reasonably determined by the Administrative Agent) and
supported by such Additional Security Documents and opinions of counsel as the
Administrative Agent may reasonably request, and with all actions required pursuant to
Section 9.13(a) with respect to such Additional Security Documents having been
completed), or (y) on lease with a customer in the ordinary course of business and located
in the United States or Canada (it being understood that, with respect to Inventory located
in Canada, such Inventory must be subject to a valid and perfected First Priority Lien in
favor of the Collateral Agent, enforceable on substantially the same basis as the Liens in
favor of the Collateral Agent pursuant to the Security Documents over Inventory located in
the United States (as reasonably determined by the Administrative Agent) and supported by
such Additional Security Documents and opinions of counsel as the Administrative Agent may
reasonably request, and with all actions required pursuant to Section 9.13(a) with
respect to such Additional Security Documents having been completed), or (B) with respect to
a UK Borrowing Base Party (x) located at one of the locations in the United Kingdom set
forth on Schedule 1.01(c), or from and after the date hereof, another location
maintained by a UK Borrowing Base Party in the United Kingdom, or (y) on lease with a
customer in the ordinary course of business and located in the United Kingdom;




     (iii) it is not subject to a valid and perfected First Priority Lien in favor of
Administrative Agent except, with respect to Inventory stored at sites described in clause
(ii) above, for Liens for unpaid rent or normal and customary warehousing charges;
provided that this clause (iii) will not apply to either (A) Inventory represented
by a Certificate of Title (such Inventory being subject to clause (xiii) below) or (B)
Inventory with a cost not in excess of $1,000,000 located in any Province of Canada other
than the Provinces of British Columbia or Ontario, which such Inventory described in this
clause (B) need not be subject to a First Priority Lien; or




     (iv) it consists of goods returned or rejected by Borrowing Base Party’s or Affiliate’s
customers or goods in transit to third parties; or




     (v) it is not first-quality finished goods or work in process, is obsolete, or does not
otherwise conform to the representations and warranties contained in the Credit Documents;
or




     (vi) it is subject to a lease which should be classified as a capital lease under GAAP
or contains a purchase option for an amount less than the amount equal to the net book
value; or




     (vii) [omitted]; or




     (viii) it can not be located at the time of Borrowing Base Party’s physical inventory;
or




     (ix) it is subject to any third party retention of title or romalpa provision, unless a
Reserve has been established by the Administrative Agent in respect of the UK Priority
Claims related thereto in an amount equal to the value of such claims; or




     (x) it is Eligible Raw Materials Inventory or Eligible Machinery and Equipment; or




     (xi) it is damaged or defective and is not repairable; or




     (xii) [omitted]; or



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     (xiii) it is Inventory represented (or required to be represented) by a Certificate of
Title unless the Credit Parties shall have complied with Article 6 of the US Security
Agreement; or




     (xiv) it has not been appraised by the Appraiser with an appraisal in form and
substance satisfactory to Administrative Agent and reasonably satisfactory to the Required
Lenders and it is not of an identical kind or type of Inventory that has been appraised.



          “Eligible Inventory” shall mean Eligible Goods Inventory and Eligible Raw Materials
Inventory.




          “Eligible Machinery and Equipment” shall mean all of the Equipment owned by a
Borrowing Base Party in the ordinary course of business and which complies in all material respects
with the representations and warranties respecting Eligible Machinery and Equipment made in the
Credit Documents and that are not excluded as ineligible by virtue of one or more of the
exclusionary criteria set forth below. The Administrative Agent shall have the right to establish
or modify Reserves against Eligible Machinery and Equipment from time to time in its Permitted
Discretion on three Business Days’ prior written notice to US Company after consultation with US
Company. Eligible Machinery and Equipment shall be valued at its Net Orderly Liquidation Value.
Without limiting the generality of the foregoing, unless otherwise approved in writing by
Administrative Agent, no Equipment shall be deemed Eligible Machinery and Equipment if:





     (i) it is not owned solely by a Borrowing Base Party or a Borrowing Base Party does not
have good, valid and marketable title thereto; or




     (ii) it is not (A) with respect to a US Borrowing Base Party, located at one of the
locations in the United States or Canada set forth on Schedule 1.01(b), or from and
after the date hereof, another location maintained by US Company or one of its Subsidiaries
in the United States or Canada (it being understood that, with respect to Equipment located
in any Province of Canada other than the Provinces of British Columbia or Ontario, such
Equipment must be subject to a valid and perfected First Priority Lien in favor of the
Collateral Agent, enforceable on substantially the same basis as the Liens in favor of the
Collateral Agent pursuant to the Security Documents over Equipment located in the United
States (as reasonably determined by the Administrative Agent) and supported by such
Additional Security Documents and opinions of counsel as the Administrative Agent may
reasonably request, and with all actions required pursuant to Section 9.13(a) with
respect to such Additional Security Documents having been completed), or (B) with respect to
a UK Borrowing Base Party, located at one of the locations in the United Kingdom set forth
on Schedule 1.01(c), or from and after the date hereof, another location maintained
by a UK Borrowing Base Party in the United Kingdom; or




     (iii) it is not subject to a valid and perfected First Priority Lien in favor of
Administrative Agent except, with respect to Equipment stored at sites described in clause
(c) above, for Liens for unpaid rent or normal and customary warehousing charges;
provided that this clause (iii) will not apply to Equipment represented by a
Certificate of Title (such Equipment being subject to clause (v) below); or




     (iv) it has not been appraised by the Appraiser with an appraisal in form and substance
satisfactory to Administrative Agent and reasonably satisfactory to the Required Lenders and
it is not of an identical kind or type of Equipment that has been appraised; or



-17-









 






     (v) it is Equipment represented (or required to be represented) by a Certificate of
Title or constitutes Serial Numbered Equipment unless the Credit Parties shall have complied
with Article 6 of the US Security Agreement; or




     (vi) it is Eligible Goods Inventory.



          “Eligible Raw Materials Inventory” shall mean Inventory of a Borrowing Base Party,
purchased from third parties consisting of steel, lumber, plywood, paint, drywall, plumbing
materials and fixtures, electrical components, insulation materials, HVAC materials, doors and
windows, and fasteners, valued at the applicable Borrowing Base Party’s cost (except, in the case
of steel, lumber, plywood, paint, where, for purposes of fiscal year end calculations, the value
will be the lower of the applicable Borrowing Base Party’s cost or market), which Administrative
Agent, in its Permitted Discretion, deems to be Eligible Raw Materials Inventory. The amount of
Raw Materials Inventory shall be determined on a first-in, first-out basis. Without limiting the
generality of the foregoing, unless otherwise approved in writing by Administrative Agent, no
Inventory shall be deemed Eligible Raw Materials Inventory if:





     (i) it is not owned solely by a Borrowing Base Party or a Borrowing Base Party does not
have good, valid and marketable title thereto; or




     (ii) it is not (A) with respect to a US Borrowing Base Party, located at one of the
locations in the United States or Canada set forth on Schedule 1.01(b), or from and
after the date hereof, another location maintained by US Company or one of its Subsidiaries
in the United States or Canada (it being understood that, with respect to Inventory located
in any Province of Canada other than the Provinces of British Columbia or Ontario, such
Inventory must be subject to a valid and perfected First Priority Lien in favor of the
Collateral Agent, enforceable on substantially the same basis as the Liens in favor of the
Collateral Agent pursuant to the Security Documents over Inventory located in the United
States (as reasonably determined by the Administrative Agent) and supported by such
Additional Security Documents and opinions of counsel as the Administrative Agent may
reasonably request, and with all actions required pursuant to Section 9.13(a) with
respect to such Additional Security Documents having been completed), or (B) with respect to
a UK Borrowing Base Party, it is not located at one of the locations in the United Kingdom
set forth on Schedule 1.01(c), or from and after the date hereof, another location
maintained by a UK Borrowing Base Party in the United Kingdom; or




     (iii) it is not subject to a valid and perfected First Priority Lien in favor of
Administrative Agent except, with respect to Inventory stored at sites described in clause
(ii) above, for Liens for unpaid rent or normal and customary warehousing charges; or




     (iv) it is not first-quality raw materials, is obsolete or slow moving, or does not
otherwise conform to the representations and warranties contained in the Credit Documents;
or




     (v) it is Eligible Goods Inventory or Eligible Machinery and Equipment; or




     (vi) it is subject to any third party retention of title or romalpa provision, unless a
Reserve has been established by the Administrative Agent in respect of the UK Priority
Claims related thereto in an amount equal to the value of such claims.



          “Eligible Real Property” shall mean all of the Real Property owned by a US Borrowing
Base Party in the ordinary course of business and which complies in all material respects with the
representations and warranties respecting Real Property made in the Credit Documents and that are
not excluded as ineligible by virtue of one or more of the exclusionary criteria set forth below.
The



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Administrative Agent shall have the right to establish or modify Reserves against Eligible
Real Property from time to time in its Permitted Discretion on three Business Days’ prior written
notice to US Company after consultation with US Company. Eligible Real Property shall be valued at
its Appraised Fair Market Value. Without limiting the generality of the foregoing, unless
otherwise approved in writing by Administrative Agent, no Real Property shall be deemed Eligible
Real Property if:





     (i) it is not owned solely by a US Borrowing Base Party or a US Borrowing Base Party
does not have good record and valid and marketable title in fee simple thereto; or




     (ii) it is not located in the United States; or




     (iii) it is not subject to a valid and perfected First Priority Lien, subject only to
any Permitted Encumbrances, pursuant to a Mortgage in form and substance satisfactory to the
Administrative Agent, in favor of Administrative Agent on behalf of itself and the Lenders;
or




     (iv) it has not been appraised by the Appraiser with an appraisal in form and substance
satisfactory to Administrative Agent and reasonably satisfactory to the Required Lenders; or




     (vi) it is not designated as “Eligible Real Property” on Schedule 1.01(d), as amended
from time to time with the consent of Administrative Agent; or




     (vii) it is not covered by a Mortgage Policy with respect to the Lien of the
Administrative Agent and casualty and property insurance, in each case reasonably acceptable
to the Agent; or




     (viii) it is not the subject of an environmental report reasonably acceptable to the
Agent;




     (ix) an opinion of counsel for the Credit Party which is the owner of the Real Property
has not been delivered to the Administrative Agent, in a form, scope and substance
reasonably satisfactory to the Administrative Agent and its counsel, if reasonably requested
by the Administrative Agent; or




     (x) a customary certificate in a form reasonable acceptable to the Administrative Agent
has not been obtained indicating that the property is not in a flood zone, or if the
property is in a flood zone, appropriate insurance reasonable acceptable to the
Administrative Agent has not been obtained.



          “Eligible Trailer Fleet Inventory” shall mean Eligible Goods Inventory consisting of
Trailer Fleet Inventory, valued at the lower of cost or Orderly Liquidation Value, excluding any
Inventory that is not manufactured in accordance with and does not meet all standards imposed by
all requirements of law or by any governmental authority having regulatory authority over such
goods or their manufacture, use, sale, or lease.




          “Eligible Transferee” shall mean and include a commercial bank, an insurance company,
a finance company, a financial institution, any fund that invests in loans or any other “accredited
investor” (as defined in Regulation D of the Securities Act), but in any event excluding US Company
and its Subsidiaries and Affiliates.





-19-












 





          “Eligible UK Account” shall mean an Eligible Account of UK Company or another UK
Borrowing Base Party.




          “Eligible UK Container Fleet Inventory” shall mean Eligible Container Fleet Inventory
of UK Company or another UK Borrowing Base Party.




          “Eligible UK Goods Inventory” shall mean Eligible Goods Inventory of UK Company or
another UK Borrowing Base Party.




          “Eligible UK Inventory” shall mean Eligible UK Goods Inventory and Eligible UK Raw
Materials Inventory.




          “Eligible UK Machinery and Equipment” shall mean Eligible Machinery and Equipment of
UK Company or any other UK Borrowing Base Party.




          “Eligible UK Raw Materials Inventory” shall mean Eligible Raw Materials Inventory of
UK Company or another UK Borrowing Base Party.




          “Eligible UK Work-In-Process Container Inventory” shall mean Eligible Work-In-Process
Container Inventory of UK Company or another UK Borrowing Base Party.




          “Eligible US Account” shall mean an Eligible Account of US Company or another US
Borrowing Base Party.




          “Eligible US Container Fleet Inventory” shall mean Eligible Container Fleet Inventory
of US Company or another US Borrowing Base Party.




          “Eligible US Container Inventory Held For Sale” shall mean Eligible Container
Inventory Held For Sale of US Company or another US Borrowing Base Party.




          “Eligible US Goods Inventory” shall mean Eligible Goods Inventory of US Company or
another US Borrowing Base Party.




          “Eligible US Inventory” shall mean Eligible US Goods Inventory and Eligible US Raw
Materials Inventory.




          “Eligible US Machinery and Equipment” shall mean Eligible Machinery and Equipment of
US Company or another US Borrowing Base Party.




          “Eligible US Raw Materials Inventory” shall mean Eligible Raw Materials Inventory of
US Company or another US Borrowing Base Party.




          “Eligible US Work-In-Process Container Inventory” shall mean Eligible Work-In-Process
Container Inventory of US Company or another US Borrowing Base Party.




          “Eligible Work-In-Process Container Inventory” shall mean Eligible Goods Inventory,
valued at net book value, consisting of: (a) new and used manufactured or remanufactured portable
containers, which is in the work-in-process phase of manufacturing; (b) shaped steel component
parts; or (c) sub-assemblies.




          “Employee Benefit Plans” shall mean all Plans (and for each Plan that is required to
file an annual report on Internal Revenue Service Form 5500-series, the most recent such report
(including, to




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the extent required, the related financial and actuarial statements and opinions and other
supporting statements, certifications, schedules and information), and for each Plan that is a
“single-employer plan” as defined in Section 4001(a)(15) of ERISA, the most recently prepared
actuarial valuation therefor) and any other “employee benefit plans” as defined in Section 3(3) of
ERISA, and any other material agreements, plans or arrangements, with or for the benefit of current
or former employees of US Company or any of its Subsidiaries or any ERISA Affiliate
(provided that the foregoing shall apply in the case of any multiemployer plan, as defined
in 4001(a)(3) of ERISA, only to the extent that any document described herein is in the possession
of US Company or any Subsidiary of US Company or any ERISA Affiliate or is reasonably available
thereto from the sponsor or trustee of any such plan).




          “End Date” shall have the meaning provided in the definition of Applicable Margin.




          “Environmental Claims” shall mean any and all administrative, regulatory or judicial
actions, suits, demands, demand letters, directives, claims, liens, notices of noncompliance or
violation, investigations or proceedings relating in any way to any Environmental Law or any permit
issued, or any approval given, under any such Environmental Law (hereafter, “Claims”),
including, without limitation, (a) any and all Claims by Governmental Authorities for enforcement,
cleanup, removal, response, remedial or other actions or damages pursuant to any applicable
Environmental Law, and (b) any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief in connection with alleged injury
or threat of injury to health, safety or the environment due to the presence of Hazardous
Materials.




          “Environmental Law” shall mean any Federal, state, foreign or local statute, law,
rule, regulation, ordinance, code, guideline, policy and rule of common law now or hereafter in
effect and in each case as amended, and any judicial or administrative interpretation thereof,
including any judicial or administrative order, consent decree or judgment, relating to the
environment, employee health and safety or Hazardous Materials, including, without limitation,
CERCLA; the Resource Conservation and Recovery Act, 42 USC § 6901 et seq.; the Federal Water
Pollution Control Act, 33 USC. § 1251 et seq.; the Toxic Substances Control Act, 15 USC. § 2601 et
seq.; the Clean Air Act, 42 USC. § 7401 et seq.; the Safe Drinking Water Act, 42 USC. § 3803 et
seq.; the Oil Pollution Act of 1990, 33 USC. § 2701 et seq.; the Emergency Planning and the
Community Right-to-Know Act of 1986, 42 USC. § 11001 et seq.; the Hazardous Material Transportation
Act, 49 USC. § 1801 et seq.; the Occupational Safety and Health Act, 29 USC. §651 et seq.; and any
state and local or foreign counterparts or equivalents in any jurisdiction, in each case as amended
from time to time.




          “Equipment” shall mean all machinery, apparatus, equipment, motor vehicles and other
similar assets (other than Inventory) used in the operations of the US Company or any of its
Subsidiaries or owned by the US Company or any of its Subsidiaries or in which the US Company or
any of its Subsidiaries has an interest, whether now owned or hereafter acquired by a Borrower or
any of its Subsidiaries or Affiliates and wherever located, and all parts, accessories and special
tools and all increases and accessions thereto and substitutions and replacements therefore.




          “Equity Interests” of any Person shall mean any and all shares, interests, rights to
purchase, warrants, options, participation or other equivalents of or interest in (however
designated) equity of such Person, including any common stock, preferred stock, any limited or
general partnership interest and any limited liability company membership interest.




          “Equivalent Amount” shall mean (i) the equivalent amount in US Dollars of any amount
expressed in Pounds Sterling or Euros, as the case may be, as determined by Administrative Agent on
the date of determination on the basis of the Spot Rate for the purchase of US Dollars with Pounds
Sterling or Euros, as the case may be, on the relevant Computation Date provided for hereunder; or
(ii) the equivalent



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amount in Pounds Sterling or Euros, as the case may be, of any amount expressed in US Dollars
as determined by Administrative Agent on the date of determination on the basis of the Spot Rate
for the purchase of Pounds Sterling or Euros, as the case may be, with Dollars on the relevant
Computation Date provided for hereunder.




          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended
from time to time, and the regulations promulgated and rulings issued thereunder. Section
references to ERISA are to ERISA, as in effect at the date of this Agreement and any subsequent
provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.




          “ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) which
together with any Credit Party would be deemed to be a “single employer” (a) within the meaning of
Section 414(b) or (c) of the Code, and for the purpose of Section 302 of ERISA and/or Section 412,
4971, 4977 and/or each “applicable section” under Section 414(t)(2) of the Code, within the meaning
of Section 414(b), (c), (m) or (o) of the Code or (b) as a result of a Credit Party being or having
been a general partner of such person.




          “Euro” and “€” means the single currency of the Participating Member
States.




          “EURIBOR” shall mean, for each Interest Period:





     (a) the Euro Inter-Bank Offered Rate displayed on the relevant Reuters Screen LIBOR01
Page (or any other page or screen that would be substituted therefor) at 11:00 a.m.
(Brussels time) under the supervision of the European Banking Federation three Business Days
before the first day of such Interest Period, with respect to deposits in Euros on the
European interbank market amongst leading banks for a period equivalent to such Interest
Period; and




     (b) if no rate is available as described above with respect to an Interest Period
applicable to UK Revolving Loans, the annual rate determined by the Administrative Agent as
being equal to the arithmetic mean (rounded up if necessary to the nearest four decimal
places) of the rates supplied to the Administrative Agent by four (4) reference banks
selected by the Administrative Agent in the European interbank market, at approximately 3:00
p.m. (Brussels time) three Business Days before the first day of such Interest Period as
quoted by the respective reference banks to leading banks on the European interbank market
for deposits in Euros, for a period equivalent to such Interest Period and starting on the
first day of such Interest Period and for an amount comparable to the amount of such EURIBOR
Loan.



     If the EURIBOR is replaced by a similar or equivalent interest rate, or in the event of a
change affecting the entity which publishes the EURIBOR or the terms of its publication, the
corresponding modified or replacement interest rate shall automatically apply in accordance with
the foregoing paragraphs and any reference herein to “EURIBOR” shall be deemed to be a reference to
such rate.



          “EURIBOR Loan” shall mean each UK Revolving Loan denominated in Euros bearing interest
at a rate determined by reference to EURIBOR.




          “Euro Denominated Revolving Loan” shall have the meaning set forth in Section
2.01(b) hereof.




          “Euro Funding Capacity” shall mean at any date of determination, for any Lender, the
ability of such Lender or any Affiliate or branch office thereof to fund Revolving Loans
denominated in



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Euros, as set forth in the records of Administrative Agent upon notification from such Lender
from time to time.




          “Euro Participation” shall have the meaning set forth in Section 2.16(b).




          “Euro Participation Fee” shall have the meaning set forth in Section 2.16(j).




          “Euro Participation Settlement” shall have the meaning set forth in Section
2.16(d)(i).




          “Euro Participation Settlement Amount” shall have the meaning set forth in Section
2.16(d)(ii).




          “Euro Participation Settlement Date” shall have the meaning set forth in Section
2.16(d)(i).




          “Euro Participation Settlement Period” shall have the meaning set forth in defined in
Section 2.16(d)(i).




          “Event of Default” shall have the meaning provided in Section 11.




          “Existing Indebtedness” shall have the meaning provided in Section 8.31.




          “Existing Indebtedness Agreements” shall mean all agreements evidencing or relating to
Indebtedness of US Company or any of its Subsidiaries which is to remain outstanding after giving
effect to the Transactions.




          “Existing US Letter of Credit” shall have the meaning provided in Section
3.01(c).




          “Expenses” shall mean all present and future reasonable and invoiced expenses incurred
by or on behalf of the Administrative Agent, the Collateral Agent or any Issuing Lender in
connection with this Agreement, any other Credit Document or otherwise in its capacity as the
Administrative Agent under this Agreement or the Collateral Agent under any Security Document or as
an Issuing Lender under this Agreement, whether incurred heretofore or hereafter, which expenses
shall include, without limitation, the cost of record searches, the reasonable fees and expenses of
attorneys and paralegals, all reasonable and invoiced costs and expenses incurred by the
Administrative Agent (and the Collateral Agent) in opening bank accounts, depositing checks,
electronically or otherwise receiving and transferring funds, and any other charges imposed on the
Administrative Agent (and the Collateral Agent) due to insufficient funds of deposited checks and
the standard fee of the Administrative Agent (and the Collateral Agent) relating thereto,
collateral examination fees and expenses, reasonable fees and expenses of accountants, appraisers
or other consultants, experts or advisors employed or retained by the Administrative Agent and the
Collateral Agent, fees and taxes related to the filing of financing statements, costs of preparing
and recording any other Credit Documents, all expenses, costs and fees set forth in this Agreement
and the other Credit Documents, all other fees and expenses required to be paid pursuant to any
other letter agreement and all fees and expenses incurred in connection with releasing Collateral
and the amendment or termination of any of the Credit Documents.




          “Facing Fee” shall have the meaning provided in Section 4.01(c).




          “Fair Market Value” shall mean, with respect to any asset (including any Equity
Interests of any Person), the price at which a willing buyer, not an Affiliate of the seller, and a
willing seller who does not have to sell, would agree to purchase and sell such asset, as
determined in good faith by the




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board of directors or other governing body or, pursuant to a specific delegation of authority
by such board of directors or other governing body, a designated senior executive officer, of US
Company, or the Subsidiary of US Company selling such asset.




          “Federal Funds Rate” shall mean, for any period, a fluctuating interest rate equal for
each day during such period to the weighted average of the rates on overnight Federal Funds
transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as
published for such day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is
a Business Day, the average of the quotations for such day on such transactions received by the
Administrative Agent from three Federal Funds brokers of recognized standing selected by the
Administrative Agent.




          “Fee Letter” shall mean that Fee Letter, dated as of February 22, 2008, by and among
US Company, Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Bank of America, N.A.,
Banc of America Securities LLC, JPMorgan Chase Bank, N.A., and J.P. Morgan Securities Inc.




          “Fees” shall mean all amounts payable pursuant to or referred to in Section
4.01.




          “FEMA” shall mean the Federal Emergency Management Agency.




          “Final Maturity Date” shall mean June 27, 2013.




          “First Priority” shall mean, with respect to any Lien purported to be created on any
Collateral pursuant to any Security Document, that such Lien is prior in right to any other Lien
thereon, other than any Permitted Liens applicable to such Collateral which as a matter of law have
priority over the respective Liens on such Collateral created pursuant to the relevant Security
Document.




          “Fixed Charge Coverage Ratio” shall mean as of any date of determination, the ratio of
(i) Consolidated Net Cash Flow for the four fiscal quarters ending on such date to (ii) Fixed
Charges.




          “Fixed Charges” shall mean as of any date of determination, the sum of Interest
Expense for the four fiscal quarters ending on such date plus the principal payments with
respect to Funded Debt (other than payments of Revolving Loans) made during the four fiscal
quarters ending on such date. The foregoing notwithstanding, for the three quarter periods ending
prior to June 30, 2009, Fixed Charges shall be calculated as follows: (x) for the four quarter
period ending September 30, 2008, by multiplying Fixed Charges for the quarter ended September 30,
2008 by 4; (y) for the four quarter period ending December 31, 2008, by multiplying the sum of (1)
Fixed Charges for the quarter ended September 30, 2008 and (2) Fixed Charges for the quarter ended
December 31, 2008, by 2; and (z) for the four quarter period ending March 31, 2009, by multiplying
the sum of (1) Fixed Charges for the quarter ended September 30, 2008, (2) Fixed Charges for the
quarter ended December 31, 2008 and (3) Fixed Charges for the quarter ended March 31, 2009, by 4/3.




          “Foreign Account” shall mean each account of any Credit Party established at a bank,
other than in the United States, Canada or the United Kingdom set forth on Part F of Schedule
10.20.




          “Foreign Pension Plan” shall mean any plan, fund (including, without limitation, any
superannuation fund) or other similar program established or maintained outside the United States
by US Company or any one or more of its Subsidiaries primarily for the benefit of employees of US
Company or such Subsidiaries residing outside the United States, which plan, fund or other similar
program provides, or results in, retirement income, 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” shall mean any Subsidiary of US Company that is not a Domestic
Subsidiary.




          “Funded Debt” shall mean, without duplication, (i) Indebtedness arising from the
lending of money by any Person to US Company or any of its Subsidiaries; (ii) Indebtedness, whether
or not in any such case arising from the lending by any Person of money to US Company or any of its
Subsidiaries, (1) which is represented by notes payable or drafts accepted that evidence extensions
of credit, (2) which constitutes obligations evidenced by bonds, debentures, notes or similar
instruments, or (3) upon which interest charges are customarily paid (other than accounts payable)
or that was issued or assumed as full or partial payment for Property; (iii) Indebtedness that
constitutes a Capitalized Lease Obligation; (iv) reimbursement obligations with respect to letters
of credit or guaranties of letters of credit; and (v) Indebtedness of US Company or any of its
Subsidiaries under any guaranty of obligations that would constitute Funded Debt under clauses (i)
through (iv) hereof, if owed directly by US Company or any of its Subsidiaries. Funded Debt shall
not include trade payables or accrued expenses or Indebtedness (other than Indebtedness under the
Agreement) of up to the amount permitted pursuant to Section 10.05(g) incurred to finance
insurance premiums.




          “Funded Euro Participation” shall mean with respect to any Participating Euro Lender
relating to Euro Denominated Revolving Loans funded by DBNY, (i) the aggregate amount paid by such
Participating Euro Lender to DBNY pursuant to Section 2.16(b) of the Agreement in respect
of such Participating Euro Lender’s participation in the principal amount of Euro Denominated
Revolving Loans funded by DBNY minus (ii) the aggregate amount paid to such Participating
Euro Lender by DBNY pursuant to Section 2.16(b) of the Agreement in respect of its
participation in the principal amount of Euro Denominated Revolving Loans funded by DBNY, excluding
in each case any payments made in respect of interest accrued on the Euro Denominated Revolving
Loans funded by DBNY. DBNY’s Funded Euro Participation in any Euro Denominated Revolving Loans
funded by DBNY shall be equal to the outstanding principal amount of such Euro Denominated
Revolving Loans minus the total Funded Euro Participation of all other Lenders therein.




          “Funded Pounds Sterling Participation” shall mean with respect to any Participating
Pounds Lender relating to Pounds Sterling Revolving Loans funded by DBNY, (i) the aggregate amount
paid by such Participating Pounds Lender to DBNY pursuant to Section 2.16(a) of the
Agreement in respect of such Participating Pounds Lender’s participation in the principal amount of
Pounds Sterling Denominated Revolving Loans funded by DBNY minus (ii) the aggregate amount
paid to such Participating Pounds Lender by DBNY pursuant to Section 2.16(a) of the
Agreement in respect of its participation in the principal amount of Pounds Sterling Denominated
Revolving Loans funded by DBNY, excluding in each case any payments made in respect of interest
accrued on the Pounds Sterling Denominated Revolving Loans funded by DBNY. DBNY’s Funded Pounds
Sterling Participation in any Pounds Sterling Denominated Revolving Loans funded by DBNY shall be
equal to the outstanding principal amount of such Pounds Sterling Denominated Revolving Loans
minus the total Funded Pounds Sterling Participation of all other Lenders therein.




          “GAAP” shall mean generally accepted accounting principles in the United States as in
effect from time to time.




          “General Intangibles” shall mean “general intangibles” as such term is defined in
Article 9 of the UCC.




          “Governmental Authority” shall mean the government of the United States, the United
Kingdom, any other nation or any political subdivision thereof, whether state, provincial or local,
and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising



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executive, legislative, judicial, taxing, regulatory or administrative powers or functions of
or pertaining to government, in each case, in any jurisdiction.




          “Guarantees” shall meant the guarantees issued pursuant to Section 15.




          “Guarantor” shall mean each US Guarantor and each UK Guarantor.




          “Hazardous Materials” shall mean (a) any petroleum or petroleum products, radioactive
materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation,
dielectric fluid containing levels of polychlorinated biphenyls, and radon gas; (b) any chemicals,
materials or substances defined as or included in the definition of “hazardous substances,”
“hazardous waste,” “hazardous materials,” “extremely hazardous substances,” “restricted hazardous
waste,” “toxic substances,” “toxic pollutants,” “contaminants,” or “pollutants,” or words of
similar import, under any applicable Environmental Law; and (c) any other chemical, material or
substance, the exposure to, or Release of which is prohibited, limited or regulated by any
Governmental Authority.




          “Highest Adjustable Applicable Margins” shall have the meaning provided in the
definition of Applicable Margin.




          “Incremental Commitment” shall mean, for any Lender, any Revolving Loan Commitment
provided by such Lender after the Effective Date in an Incremental Commitment Agreement delivered
pursuant to Section 2.15; it being understood, however, that on each date upon which an
Incremental Commitment of any Lender becomes effective, such Incremental Commitment of such Lender
shall be added to (and thereafter become a part of) the Revolving Loan Commitment of such Lender
for all purposes of this Agreement as contemplated by Section 2.15.




          “Incremental Commitment Agreement” shall mean each Incremental Commitment Agreement in
substantially the form of Exhibit D (appropriately completed, and with such modifications as may be
satisfactory to the Administrative Agent) executed and delivered in accordance with Section
2.15.




          “Incremental Commitment Date” shall mean each date upon which an Incremental
Commitment under an Incremental Commitment Agreement becomes effective as provided in Section
2.15(b).




          “Incremental Commitment Request Requirements” shall mean, with respect to any request
for an Incremental Commitment made pursuant to Section 2.15, the satisfaction of each of
the following conditions on the date of such request: (i) no Default or Event of Default then
exists or would result therefrom and (ii) all of the representations and warranties contained
herein and in the other Credit Documents are true and correct in all material respects at such time
(unless stated to relate to a specific earlier date, in which case such representations and
warranties shall have been true and correct in all material respects as of such earlier date).




          “Incremental Commitment Requirements” shall mean, with respect to any provision of an
Incremental Commitment on a given Incremental Commitment Date, the satisfaction of each of the
following conditions on or prior to the effective date of the respective Incremental Commitment
Agreement: (i) satisfaction of the conditions in the definition of Incremental Commitment Request
Requirements (to the extent applicable) as of the effective date of such Incremental Commitment
Agreement as certified by an Authorized Officer of US Company in an officer’s certificate delivered
to the Administrative Agent; (ii) the delivery by US Company to the Administrative Agent of an
acknowledgement in form and substance reasonably satisfactory to the Administrative Agent and



-26-









 






executed by each other Credit Party, acknowledging that such Incremental Commitment and all
Revolving Loans subsequently incurred, and Letters of Credit issued, pursuant to such Incremental
Commitment shall constitute (and be included in the definitions of) Obligations and secured on a
pari passu basis with the Obligations under the relevant Security Documents; (iii) the delivery by
US Company to the Administrative Agent of an opinion or opinions, in form and substance reasonably
satisfactory to the Administrative Agent, from counsel to the Credit Parties reasonably
satisfactory to the Administrative Agent and dated such date, covering such matters incident to the
transactions contemplated thereby as the Administrative Agent may reasonably request; (iv) the
delivery by each Credit Party to the Administrative Agent of such other officers’ certificates,
board of director (or equivalent governing body) resolutions and evidence of good standing (to the
extent available under Applicable Law) as the Administrative Agent shall reasonably request; and
(v) the completion by each Credit Party of such other actions as the Administrative Agent may
reasonably request in connection with such Incremental Loan Commitment in order to create, continue
or maintain the Liens of the Collateral Agent in the Collateral and the perfection thereof
(including, without limitation, any mortgage amendments, Mortgage Policies and such other documents
reasonably requested by the Administrative Agent to be delivered in connection therewith).




          “Incremental Lender” shall have the meaning specified in Section 2.15(b).




          “Indebtedness” shall mean, as to any Person, without duplication, (a) all indebtedness
of such Person for borrowed money or for the deferred purchase price of property or services, (b)
the maximum amount available to be drawn or paid under all letters of credit, bankers’ acceptances,
bank guaranties, surety and appeal bonds and similar obligations issued for the account of such
Person and all unpaid drawings and unreimbursed payments in respect of such letters of credit,
bankers’ acceptances, bank guaranties, surety and appeal bonds and similar obligations, (c) all
indebtedness of the types described in clause (a), (b), (d), (e), (f), (g) or (h) of this
definition secured by any Lien on any property owned by such Person, whether or not such
indebtedness has been assumed by such Person (provided that, if the Person has not assumed
or otherwise become liable in respect of such indebtedness, such indebtedness shall be deemed to be
in an amount equal to the Fair Market Value of the property to which such Lien relates), (d) all
Capitalized Lease Obligations of such Person, (e) all obligations of such Person to pay a specified
purchase price for goods or services, whether or not delivered or accepted, i.e., take-or-pay and
similar obligations, (f) all Contingent Obligations of such Person, (g) all obligations under any
Interest Rate Protection Agreement, any Other Hedging Agreement or under any similar type of
agreement and (h) all Off-Balance Sheet Liabilities of such Person. The Indebtedness of any Person
shall include the Indebtedness of any other entity (including any partnership in which such Person
is a general partner) to the extent such Person is directly liable therefor as a result of such
Person’s ownership interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding the
foregoing, Indebtedness shall not include trade payables, accrued expenses and deferred tax and
other credits incurred by any Person in accordance with customary practices and in the ordinary
course of business of such Person.




          “Individual Exposure” of any Lender shall mean, at any time, the sum of (a) the
aggregate principal amount of all Revolving Loans made by such Lender and then outstanding, (b)
such Lender’s RL Percentage of the aggregate principal amount of all Swingline Loans then
outstanding and (c) such Lender’s RL Percentage of the aggregate amount of all Letter of Credit
Outstandings at such time.




          “Initial Borrowing Date” shall mean the date occurring on or after the Effective Date
on which the initial Borrowing of Loans occurs.




-27-









 








          “Interest Determination Date” shall mean, with respect to any LIBOR Loan or EURIBOR
Loan, the second Business Day prior to the commencement of any Interest Period relating to such
LIBOR Loan or EURIBOR Loan.




          “Interest Expense” shall mean the consolidated expense of US Company and its
Subsidiaries for interest on Indebtedness, including, without limitation, amortization of original
issue discount, incurrence fees (to the extent included in interest expense), the interest portion
of any deferred payment obligation and the interest component of any Capitalized Lease Obligation.




          “Interest Period” shall have the meaning provided in Section 2.09.




          “Interest Rate Protection Agreement” shall mean any interest rate swap agreement,
interest rate cap agreement, interest collar agreement, interest rate hedging agreement or other
similar agreement or arrangement.




          “Inventory” shall mean “inventory” as such term is defined in Article 9 of the UCC.




          “Investments” shall mean all expenditures made and all liabilities incurred (including
Contingent Obligations) for or in connection with the acquisition of Securities or Indebtedness of
a Person, loans, advances, capital contributions or transfers of property to a Person, or
acquisition of substantially all the assets of a Person. In determining the aggregate amount of
Investments outstanding at any particular time, (i) a guaranty shall be valued at not less than the
principal amount guaranteed and outstanding; (ii) returns of capital (but only by repurchase,
redemption, retirement, repayment, liquidating dividend or liquidating distribution) shall be
deducted; (iii) earnings, whether as dividends, interest or otherwise, shall not be deducted; and
(iv) decreases in the market value shall not be deducted.




          “Issuing Lender” shall mean each US Issuing Lender and each UK Issuing Lender.




          “Joinder Agreement” shall mean a Joinder Agreement substantially in the form of
Exhibit E (appropriately completed).




          “Joint Bookrunners” shall mean collectively, Deutsche Bank Securities Inc., Banc of
America Securities LLC and J.P. Morgan Securities Inc.




          “Landlord Personal Property Collateral Access Agreement” shall mean a Landlord Waiver
and Consent Agreement in form and substance satisfactory to the Administrative Agent.




          “L/C Supportable Obligations” shall mean each of the US L/C Supportable Obligations
and the UK L/C Supportable Obligations.




          “Leaseholds” of any Person shall mean all the right, title and interest of such Person
as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.




          “Lender” shall mean each financial institution listed on Schedule 1.01(a), as
well as any Person that becomes a “Lender” hereunder pursuant to Section 2.13, 2.15
or 13.04(b).




          “Lender Default” shall mean (a) the wrongful refusal (which has not been retracted) or
the failure of a Lender to make available its portion of any Borrowing (including any Mandatory
Borrowing) or to fund its portion of any unreimbursed payment under Section 3.04(c) or (b) a Lender
having notified in writing US Company and/or the Administrative Agent that such Lender does not
intend to comply with its obligations under Section 2.01(a) or (c), Section
2.04 or Section 3.




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          “Letter of Credit” shall mean each US Letter of Credit and each UK Letter of Credit.




          “Letter of Credit Fee” shall mean each of the US Letter of Credit Fee and the UK
Letter of Credit Fee.




          “Letter of Credit Outstandings” shall mean, at any time, the sum of the US Letter of
Credit Outstandings and the UK Letter of Credit Outstandings.




          “LIBOR” shall mean with respect to any Interest Period, the average of interbank
offered rates for deposits in US Dollars or Pounds Sterling, as applicable, having a maturity
approximately equal to such Interest Period in the London eurodollar market as set forth on page
3750 (i.e., the LIBOR page), or any successor page, of the Telerate News Services, titled “British
Banker Association Interest Settlement Rates” at approximately 11:00 a.m. (London time) two London
Business Days prior to the first day of such Interest Period (or same day with respect to LIBOR
Loans denominated in Pounds Sterling) or if such rate is not then quoted, the arithmetic average as
determined by the Administrative Agent of the rates at which deposits in immediately available US
Dollars or Pounds Sterling, as applicable, in an amount equal to the amount of such LIBOR Loan
having a maturity approximately equal to such Interest Period are offered to four (4) reference
banks to be selected by the Administrative Agent in the London interbank market, at approximately
11:00 a.m. (London time) two London Business Days prior to the first day of such Interest Period
(or same day with respect to LIBOR Loans denominated in Pounds Sterling).




          “LIBOR Loan” shall mean each US LIBOR Loan and each UK LIBOR Loan.




          “Lien” shall mean any mortgage, pledge, hypothecation, charge, assignment, deposit
arrangement, encumbrance, lien (statutory or other), preference, priority or other security
agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or
other title retention agreement, any financing or similar statement or notice filed under the UCC
or any other similar recording or notice statute, and any lease having substantially the same
effect as any of the foregoing).




          “LKE Account” shall mean any Account arising from the sale or disposal (including by
auction) of Equipment or Inventory of Borrower or any of its Domestic Subsidiaries in the ordinary
course of business pursuant to the LKE Master Exchange Agreement.




          “LKE Joint Account” shall mean any Deposit Account maintained jointly by US Company or
any of its Domestic Subsidiaries and the LKE Qualified Intermediary as may be notified by the US
Company to the Administrative Agent from time to time, in which the aggregate amount of funds
deposited therein shall not at any time exceed $25,000,000.




          “LKE Master Exchange Agreement” shall mean any master like-kind exchange agreement,
between US Company or any Domestic Subsidiary thereof and the LKE Qualified Intermediary, in a form
reasonably satisfactory to the Administrative Agent, together with all amendments and modifications
thereof, and replacements and substitutions therefor, which have been consented to by the
Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed.




          “LKE QI Receivables” shall mean amounts owing to the US Company or any of its Domestic
Subsidiaries from the LKE Qualified Intermediary.




          “LKE Proceeds” shall mean the proceeds received by the LKE Qualified Intermediary from
an LKE Account or from the sale of Equipment or Inventory in cash or otherwise, in each case in
accordance with the LKE Master Exchange Agreement.




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          “LKE Qualified Intermediary” shall mean DBNY or such other person as may be consented
to by the Administrative Agent, such consent not to be unreasonable withheld, delayed or
conditioned.




          “LKE Transaction” shall mean the sale of Equipment and Inventory and the replacement
of such Equipment and Inventory with similar property in a manner that qualifies for deferred
recognition of taxable gains for US federal income tax purposes and pursuant to the LKE Master
Exchange Agreement.




          “Loan” shall mean each Revolving Loan and each Swingline Loan.




          “London Business Day” shall means a day for trading by and between banks in US Dollar
and Pounds Sterling deposits in the London interbank eurodollar market.




          “Luxembourg Debt” shall mean the intercompany Indebtedness of (i) the UK Company 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” shall mean the receivables pledge agreement, dated as
of the date hereof, and entered into by the Administrative Agent and UK-LP, as amended, restated,
supplemented or otherwise modified from time to time.




          “Luxembourg Security Documents” shall mean the Luxembourg Share Charge, the Luxembourg
Security Agreement and the UK Intercreditor Deed.




          “Luxembourg Share Charge” shall mean the share pledge agreement, dated as of the date
hereof, and entered into by the Administrative Agent, UK-LP and the Luxembourg Subsidiary, 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 having its registered office at 74, rue de Merl, L-2146
Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies
Register under number B.82639, and an indirect Wholly-Owned Subsidiary of the US Company.




          “Mandatory Redeemable Obligation” shall mean an obligation of US Company or any of its
Subsidiaries (or guaranteed by any of them) which must be redeemed or repaid (a) at a fixed or
determinable date, whether by operation of sinking fund or otherwise, (b) at the option of any
Person other than US Company or such Subsidiary, or (c) upon the occurrence of a condition not
solely within the control of US Company or such Subsidiary, such as a redemption required to be
made out of future earnings.




          “Mandatory Borrowing” shall mean each of a Mandatory US Borrowing or a Mandatory UK
Borrowing.




          “Mandatory Cost” shall mean the rate of interest calculated by the Administrative
Agent to compensate the Lenders for the cost (if any) of compliance with the requirements of the
Bank of England, the UK Financial Services Authority and/or the European Central Bank.




          “Mandatory UK Borrowing” shall have the meaning provided in Section 2.01(f).




          “Mandatory US Borrowing” shall have the meaning provided in Section 2.01(e).




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          “Margin Stock” shall have the meaning provided in Regulation U.




          “Material Adverse Effect” shall mean (i) a material adverse effect on the business,
prospects, operations, results of operations, assets, liabilities or condition (financial or
otherwise) of US Company and the other Credit Parties, taken as a whole, (ii) the impairment of the
ability of US Company or any other Credit Party to perform its obligations under the Credit
Documents to which it is a party or of Administrative Agent or the Lenders to enforce the
Obligations or realize upon the Collateral, or (iii) a material adverse effect on the value of a
material portion of the Collateral or the amount which Administrative Agent or the Lenders would
receive (after giving consideration to delays in payment and costs of enforcement) in the
liquidation of such Collateral.




          “Maximum Incremental Commitment Amount” shall mean $350,000,000.




          “Maximum UK Letter of Credit Amount” shall have the meaning provided in Section
3.04.




          “Maximum UK Swingline Amount” shall mean $10,000,000 or the Equivalent Amount thereof.




          “Maximum US Letter of Credit Amount” shall have the meaning provided in Section
3.03.




          “Maximum US Swingline Amount” shall mean $25,000,000.




          “Merger Agreement” shall mean the Agreement and Plan of Merger, by and among US
Company, Cactus Merger Sub, Inc., Target and the target stockholder representative, dated as of
February 22, 2008.




          “Mezzanine Notes” shall mean the notes issued pursuant to the Note Purchase Agreement,
dated as of August 1, 2006, by and among Mobile Storage WC Holdings Corp., as issuer, WCAS Capital
Partners IV, L.P. and Foxkirk, LLC, as purchasers, in the principal amount of $110,000,000.




          “Minimum Availability Amount” shall mean, at any time, the greater of (i) $100,000,000
and (ii) ten percent (10%) of the then Total Revolving Loan Commitment.




          “Minimum Borrowing Amount” shall mean for Revolving Loans, $1,000,000, £1,000,000 or
€1,000,000, as applicable, and increments of $100,000, £100,000, and €100,000 in excess
thereof, as applicable; there shall be no Minimum Borrowing Amount with respect to Swingline Loans.




          “Mobile Mini Indenture” shall mean the Indenture, dated May 7, 2007 by and among US
Company, as issuer, any guarantors party thereto, and the Law Debenture Trust Company of New York,
as trustee, relating to the 6 7/8% Senior Notes due 2015.




          “Mobile Mini Senior Notes” shall mean US Company’s senior unsecured notes in the
aggregate principal amount of $150,000,000 due 2015 issued pursuant to the Mobile Mini Indenture,
and on terms and conditions satisfactory to the Lenders.




          “Mobile Storage Acquisition” shall mean, collectively, (i) the merger of Mobile Mini
Merger Sub, Inc, a wholly owned subsidiary of US Company, into Target, with Target as the surviving
corporation, (ii) the consummation of each of the Subsequent Mergers, and (iii) the conversion of
all the



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issued and outstanding common stock of Target into 8,555,556 shares of Convertible Preferred
Stock of US Company and $12,500,000 in cash, subject to certain adjustments set forth in the Merger
Agreement.




          “Mobile Storage Indenture” shall mean the Indenture, dated August 1, 2006 by and among
Mobile Services Group, Inc. and Mobile Storage Group, Inc. as issuers, the subsidiary guarantors
named therein, and Wells Fargo Bank, N.A. as trustee, relating to the 9 3/4 % Senior Notes due
2014.




          “Mobile Storage Senior Notes” shall mean Mobile Services Group, Inc.’s and Mobile
Storage Group, Inc.’s senior unsecured notes in the aggregate principal amount of $200,000,000 due
2014 issued pursuant to the Mobile Storage Indenture.




          “Moody‘s” shall mean Moody’s Investors Service, Inc.




          “Mortgage” shall mean a mortgage, leasehold mortgage, deed of trust, leasehold deed of
trust, deed to secure debt, leasehold deed to secure debt or similar security instrument in form
and substance reasonably acceptable to the Administrative Agent.




          “Mortgage Policy” shall mean a lender’s title insurance policy (Form 1992).




          “Mortgaged Property” shall mean any Real Property owned by US Company or any of its
Subsidiaries which is encumbered (or required to be encumbered) by a Mortgage pursuant to the terms
of this Agreement or any Security Document.




          “Motor Vehicles” shall mean Inventory or Equipment that is subject to any motor
vehicle registration statute, including, without limitation, any of those statutes described in the
Uniform Commercial Code Section 9-311(a)(2), as adopted in any state in which a Credit Party owns
any Collateral.




          “Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3)
of ERISA to which contributions are, or within the immediately preceding five-year period, have
been made (or have been required to have been made) by US Company or a Subsidiary of US Company or
an ERISA Affiliate.




          “NAIC” shall mean the National Association of Insurance Commissioners.




          “Net Orderly Liquidation Value” shall mean the Orderly Liquidation Value (net of costs
and expenses reasonably estimated to be incurred in connection with such liquidation) of the
Borrowing Base Parties’ Eligible Machinery and Equipment.




          “Non-Compete Agreements” shall mean all non-compete agreements entered into by US
Company or any of its Subsidiaries which materially restrict the activities of US Company or any of
its Subsidiaries.




          “Non-Defaulting Lender” shall mean and include each Lender, other than a Defaulting
Lender.




          “Non-U.S. Lender” shall have the meaning provided in Section 5.04(b).




          “Non-Wholly-Owned Subsidiary” shall mean, as to any Person, each Subsidiary of such
Person which is not a Wholly-Owned Subsidiary of such Person.




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          “Note” shall mean each US Revolving Note, US Swingline Note, UK Revolving Note and UK
Swingline Note.




          “Notice of Borrowing” shall have the meaning provided in Section 2.03(a).




          “Notice of Conversion/Continuation” shall have the meaning provided in Section
2.06.




          “Notice Office” shall mean (i) for credit notices, the office of the Administrative
Agent located at 60 Wall Street, New York, New York 10005, Attention: Marguerite Sutton, Telephone
No.: (212) 250-6150, and Telecopier No.: (212) 797-4655, and (ii) for operational notices, the
office of the Administrative Agent located at 100 Plaza One, Jersey City, New Jersey 07311,
Attention: Jonathan Cohen, Telephone No.: (201) 593-2326, and Telecopier No.: (201) 593-2314, or
(in either case) such other office or person as the Administrative Agent may hereafter designate in
writing as such to the other parties hereto.




          “Obligations” shall mean, collectively, the UK Obligations and the US Obligations.




          “Off-Balance Sheet Liabilities” of any Person shall mean (a) any repurchase obligation
or liability of such Person with respect to accounts or notes receivable sold by such Person, (b)
any liability of such Person under any sale and leaseback transactions that does not create a
liability on the balance sheet of such Person, (c) any obligation under a Synthetic Lease or (d)
any obligation arising with respect to any other transaction which is the functional equivalent of
or takes the place of borrowing but which does not constitute a liability on the balance sheet of
such Person.




          “Orderly Liquidation Value” shall mean the orderly liquidation value of the Borrowing
Base Parties’ Eligible Goods Inventory or Eligible Machinery and Equipment that is estimated to be
recoverable in an orderly liquidation of such Eligible Goods Inventory or Eligible Machinery and
Equipment, as applicable, with such value determined from time to time by reference to the most
recent appraisal completed by a qualified independent third-party appraisal company (approved by
the Administrative Agent in its Permitted Discretion in consultation with US Company) delivered to
the Administrative Agent; provided that, unless an appraisal is required pursuant to
Section 10.14, such value in respect of any Eligible Goods Inventory or Eligible Machinery
and Equipment acquired in accordance with Section 10.14, may be determined by reference to
an identical kind or type of such Eligible Goods Inventory or Eligible Machinery and Equipment, as
applicable, that has been so appraised.




          “Other Hedging Agreements” shall mean any foreign exchange contracts, currency swap
agreements or other similar agreements, or arrangements designed to protect against fluctuations in
currency values.




          “Other Taxes” shall have the meaning provided in Section 13.01.




          “Participating Euro Lender” shall have the meaning set forth in Section
2.16(b).




          “Participating Pounds Lender” shall have the meaning set forth in Section
2.16(a).




          “Participating Member State” means any member state of the European Community that
adopts or has adopted the Euro as its lawful currency in accordance with the legislation of the
European Community relating to economic and monetary union.




          “Patriot Act” shall have the meaning provided in Section 8.34.




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          “Payment Conditions” means with respect to any Restricted Payment (which such term,
for purposes of this definition, shall include any prepayment, repurchase or redemption of any
Indebtedness permitted pursuant to the Senior Note Documents), Restricted Foreign Funding or
Acquisition, each of the following conditions shall be satisfied immediately after giving effect to
such Restricted Payment, Restricted Foreign Funding or Acquisition:





          (i) either (a) (x) the average daily Total Borrowing Availability over the 90 days
prior to the making of such Restricted Payment, Restricted Foreign Funding or Acquisition is
greater than $200,000,000, (y) the Total Borrowing Availability calculated on a pro forma
basis before and immediately after giving effect to such Restricted Payment, Restricted
Foreign Funding or Acquisition shall be greater than $200,000,000, and (z) before and
immediately after giving effect to such Restricted Payment, Restricted Foreign Funding or
Acquisition and any Indebtedness incurred in connection therewith, US Company shall be in
compliance with the financial covenant set forth in Section 10.26 (Debt Ratio)
hereof on a pro forma basis (whether or not Section 10.24 hereof would then require
compliance with such covenant) for the most recently ended fiscal quarter for which the
financial statements in Section 9.01(b) have been delivered to the Administrative
Agent; or (b) (x) the average Total Borrowing Availability over the 90 days prior to the
making of such Restricted Payment, Restricted Foreign Funding or Acquisition is greater than
$150,000,000, (y) the Total Borrowing Availability calculated on a pro forma basis before
and immediately after giving effect to such Restricted Payment, Restricted Foreign Funding
or Acquisition shall be greater than $150,000,000, and (z) before and immediately after
giving effect to such Restricted Payment, Restricted Foreign Funding or Acquisition and any
Indebtedness incurred in connection therewith, US Company shall be in compliance with the
financial covenants set forth in Section 10.25 (Fixed Charge Coverage Ratio),
Section 10.26 (Debt Ratio) and Section 10.27 (Minimum Utilization) hereof,
each calculated on a pro forma basis (whether or not Section 10.24 hereof would then
require compliance with such covenants) for the most recently ended fiscal quarter for which
the financial statements in Section 9.01(b) have been delivered to the
Administrative Agent; and




          (ii) not later than three Business Days prior to the making of such Restricted Payment,
Restricted Foreign Funding or Acquisition, Administrative Agent shall receive (a) a
certificate of US Company, with supporting detail acceptable to Administrative Agent
certifying that on the date on which such Restricted Payment, Restricted Foreign Funding or
Acquisition is made, US Company has satisfied the conditions set forth in clause (i) above
and (b) financial projections demonstrating that during the six month period following the
making of such Restricted Payment, Restricted Foreign Funding or Acquisition, Total
Borrowing Availability at all times shall not be less than the amount required to satisfy
the condition set forth in clause (i) above.



          “Payment Office” shall mean (i) with respect to payments in US Dollars, the office of
the Administrative Agent located at 100 Plaza One, Jersey City, New Jersey 07311 or such other
office as the Administrative Agent may hereafter designate in writing as such to the other parties
hereto, and (ii) with respect to payments in Pounds Sterling or Euros or other currencies other
than US Dollars, such account at such bank or office in London or such other place as
Administrative Agent shall designate by notice to the Person required to make the relevant payment.




          “PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to
Section 4002 of ERISA, or any successor thereto.




          “Permitted Acquisition” shall mean an Acquisition permitted under Section
10.14 of this Agreement.




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          “Permitted Discretion” shall mean the commercially reasonable judgment of the
Administrative Agent exercised in good faith in accordance with customary business practices for
comparable asset-based lending transactions, as to any factor which such Agent reasonably
determines: (a) will or reasonably could be expected to adversely affect in any material respect
the value of any Eligible Accounts, Eligible Inventory, Eligible Machinery and Equipment and
Eligible Real Property, the enforceability or priority of the Collateral Agent’s Liens thereon or
the amount which any Agent, the Lenders or any Issuing Lender would be likely to receive (after
giving consideration to delays in payment and costs of enforcement) in the liquidation of such
Eligible Accounts, Eligible Inventory, Eligible Machinery and Equipment or Eligible Real Property
or (b) is evidence that any collateral report or financial information delivered to such Agent by
any Person on behalf of US Company is incomplete, inaccurate or misleading in any material respect.
In exercising such judgment, such Agent may consider, without duplication, such factors already
included in or tested by the definition of Eligible Accounts, Eligible Inventory, Eligible
Machinery and Equipment or Eligible Real Property, as well as any of the following: (i) changes
after the Effective Date in any material respect in demand for, pricing of, or product mix of
Equipment or Inventory; (ii) changes after the Effective Date in any material respect in any
concentration of risk with respect to Accounts; and (iii) any other factors arising after the
Effective Date that change in any material respect the credit risk of lending to the Borrowers on
the security of the Eligible Accounts, Eligible Inventory, Eligible Machinery and Equipment or
Eligible Real Property.




          “Permitted Encumbrance” shall mean, with respect to any Mortgaged Property, such
exceptions to title as are set forth in the Mortgage Policy delivered with respect thereto, all of
which exceptions must be acceptable to the Administrative Agent in its Permitted Discretion.




          “Permitted Liens” shall have the meaning provided in Section 10.02.




          “Person” shall mean any individual, partnership, joint venture, firm, corporation,
association, limited liability company, trust or other enterprise or any Governmental Authority.




          “Plan” shall mean any pension plan as defined in Section 3(2) of ERISA, other than a
Multiemployer Plan, which is maintained or contributed to by (or to which there is an obligation to
contribute of) US Company or a Subsidiary of US Company or an ERISA Affiliate, and each such plan
for the five-year period immediately following the latest date on which US Company, a Subsidiary of
US Company or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to
such plan.




          “Pledge Agreements” shall mean each of the US Pledge Agreement and the UK Share
Charge.




          “Pounds Sterling” or “£” – lawful money of the United Kingdom.




          “Pounds Sterling Denominated Revolving Loan” shall have the meaning set forth in
Section 2.01(b) hereof.




          “Pounds Sterling Funding Capacity” shall mean at any date of determination, for any
Lender, the ability of such Lender or an Affiliate or branch office thereof to fund UK Revolving
Loans denominated in Pounds Sterling, as set forth in the records of Administrative Agent upon
notification from such Lender from time to time.




          “Pounds Sterling Participation” shall have the meaning set forth in Section
2.16(a) of this Agreement.




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          “Pounds Sterling Participation Fee” shall have the meaning set forth in Section
2.16(i) of this Agreement.




          “Pounds Sterling Participation Settlement” shall have the meaning set forth in
Section 2.16(c)(i) of this Agreement.




          “Pounds Sterling Participation Settlement Amount” shall have the meaning set forth in
Section 2.16(c)(ii) of this Agreement.




          “Pounds Sterling Participation Settlement Date” shall have the meaning set forth in
Section 2.16(c)(i) of this Agreement.




          “Pounds Sterling Participation Settlement Period” shall have the meaning set forth in
Section 2.16(c)(i) of this Agreement.




          “PPSA” shall mean the Personal Property Security Act (Ontario) and other personal
property security legislation of the applicable Canadian province or provinces in respect of the
Credit Parties or the Collateral (including the Civil Code of Quebec and the regulation respecting
the registration of personal and movable real rights promulgated thereunder) as all such
legislation now exists or may from time to time hereafter be amended, modified, recodified,
supplemented or replaced, together with all rules, regulations and interpretations thereunder or
related thereto.




          “Preferred Equity”, as applied to the Equity Interests of any Person, means Equity
Interests of such Person (other than common Equity Interests of such Person) of any class or
classes (however designed) that ranks prior, as to the payment of dividends or as to the
distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of
such Person, to shares of Equity Interests of any other class of such Person, and shall include any
Qualified Preferred Stock of US Company.




          “Prime Lending Rate” shall mean the rate which the Administrative Agent announces from
time to time as its prime lending rate, the Prime Lending Rate to change when and as such prime
lending rate changes. The Prime Lending Rate is a reference rate and does not necessarily
represent the lowest or best rate actually charged to any customer by the Administrative Agent,
which may make commercial loans or other loans at rates of interest at, above or below the Prime
Lending Rate.




          “Projections” shall mean the projections that are contained in the Confidential
Information Memorandum dated May 2008 and that were prepared by or on behalf of US Company in
connection with this Agreement and delivered to the Administrative Agent and the Lenders prior to
the Initial Borrowing Date.




          “Property” shall mean any interest in any kind of property, asset or undertaking,
whether real, personal or mixed, or tangible or intangible.




          “Qualified Derivative Obligation” shall mean any Derivative Obligation (i) which is
owing to Administrative Agent or any Affiliate of Administrative Agent or Bank; (ii) which is owing
to any other Lender or any Affiliate of such a Lender and with respect to which Agent has received
the notice required pursuant to Section 9.19; or (iii) which is set forth on Schedule
1.01(g).




          “Qualified Preferred Stock” shall mean any Preferred Equity of US Company, so long as
the terms of any such Preferred Equity (a) do not contain any mandatory put, redemption, repayment,
sinking fund or other similar provision prior to June 27, 2014, (b) do not require the cash payment
of



-36-









 






dividends or distributions that would otherwise be prohibited by the terms of this Agreement
or any other agreement or contract of US Company or any of its Subsidiaries, (c) do not contain any
covenants (other than periodic reporting requirements), (d) do not grant the holders thereof any
voting rights except for (i) voting rights required to be granted to such holders under Applicable
Law and (ii) limited customary voting rights on fundamental matters such as mergers,
consolidations, sales of all or substantially all of the assets of US Company, or liquidations
involving US Company, and (e) are otherwise reasonably satisfactory to the Administrative Agent.




          “Qualified Swap Termination Value” means any Swap Termination Value in respect of
which (and only to the extent of the amount which) the US Company has notified the Administrative
Agent on any Borrowing Base Certificate delivered in accordance with the terms hereof, and meeting
the requirements of Section 9.01(j), that the Borrower intends such Swap Termination Value to
constitute a Qualified Swap Termination Value for purposes of Section 5.03(d) and which
amount is reasonably acceptable to the Administrative Agent.




          “Quarterly Payment Date” shall mean the last Business Day of each March, June,
September and December, it being understood that the first Quarterly Payment Date shall be the last
Business Day of September 2008.




          “Quarterly Pricing Certificate” shall have the meaning provided in the definition of
Applicable Margin.




          “Real Property” of any Person shall mean all the right, title and interest of such
Person in and to land, improvements and fixtures, including Leaseholds.




          “Refinanced Indebtedness” shall mean Indebtedness outstanding as of the Initial
Borrowing Date under the (i) Second Amended and Restated Loan and Security Agreement, dated as of
February 17, 2006 by and among US Company, the Administrative Agent and the lenders party thereto,
as amended, (ii) Credit Agreement, dated August 1, 2006, by and among Mobile Storage Group, Inc.,
Mobile Services Group, Inc., Target, MSG WV Intermediary Co., The CIT Group/Business Credit, Inc.,
CIT Capital Securities LLC, Lehman Brothers Inc., and certain lenders party thereto, and all
ancillary documents thereto, and (iii) Credit Agreement, dated August 1, 2006, by and among Mobile
Storage Group, Inc., Mobile Services Group, Inc., Target, MSG WV Intermediary Co., Ravenstock MSG
Limited, The CIT Group/Business Credit, Inc., CIT Capital Securities LLC, Lehman Brothers Inc., and
certain lenders party thereto, and all ancillary documents thereto.




          “Refinancing” shall mean the refinancing of the Refinanced Indebtedness, as described
in Section 6.05(c).




          “Refinancing Documents” shall mean all pay-off letters, guaranty releases, Lien
releases (including, without limitation, UCC termination statements) and other documents and
agreements entered into in connection with the Refinancing.




          “Register” shall have the meaning provided in Section 13.15.




          “Regulation D” shall mean Regulation D of the Board as from time to time in effect and
any successor to all or a portion thereof establishing reserve requirements.




          “Regulation T” shall mean Regulation T of the Board as from time to time in effect and
any successor to all or a portion thereof.




-37-









 








          “Regulation U” shall mean Regulation U of the Board as from time to time in effect and
any successor to all or a portion thereof.




          “Regulation X” shall mean Regulation X of the Board as from time to time in effect and
any successor to all or a portion thereof.




          “Release” shall mean actively or passively disposing, discharging, injecting,
spilling, pumping, leaking, leaching, dumping, emitting, escaping, emptying, pouring, seeping,
migrating or the like, into or upon any land or water or air, or otherwise entering into the
environment.




          “Rent Reserve” shall mean a reserve established by the Administrative Agent in respect
of rent payments (not to exceed three months rent) made by a Borrowing Base Party for each location
at which Eligible Inventory or Eligible Machinery and Equipment of a Borrowing Base Party is
located that is not subject to a Landlord Personal Property Collateral Access Agreement (as
reported to the Administrative Agent by US Company or UK Company from time to time as requested by
the Administrative Agent), as adjusted from time to time by the Administrative Agent in its
Permitted Discretion.




          “Replaced Lender” shall have the meaning provided in Section 2.13(a).




          “Replacement Lender” shall have the meaning provided in Section 2.13(a).




          “Reportable Event” shall mean an event described in Section 4043(c) of ERISA with
respect to a Plan that is subject to Title IV of ERISA other than those events as to which the
30-day notice period is waived under subsection .22, .23, .25, .27 or .28 of PBGC Regulation
Section 4043.




          “Required Lenders” shall mean, at any time, Non-Defaulting Lenders the sum of whose
outstanding Revolving Loan Commitments at such time (or, after the termination thereof, outstanding
Revolving Loans and RL Percentages of (x) outstanding Swingline Loans at such time and (y) Letter
of Credit Outstandings at such time) represents at least a majority of the sum of the Total
Revolving Loan Commitment in effect at such time less the Revolving Loan Commitments of all
Defaulting Lenders at such time (or, after the termination thereof, the sum of then total
outstanding Revolving Loans of Non-Defaulting Lenders and the aggregate RL Percentages of all
Non-Defaulting Lenders of the total outstanding Swingline Loans and Letter of Credit Outstandings
at such time).




          “Reserves” shall mean reserves, if any, established by the Administrative Agent from
time to time hereunder in its Permitted Discretion against the Borrowing Base, including without
limitation, (i) Rent Reserves, (ii) Bank Product Reserves, (iii) Unpaid Supplier Reserves, (iv)
potential dilution related to Accounts, (v) damaged or defective Equipment, (vi) obsolescence of
any Eligible Inventory or Eligible Machinery and Equipment, (vii) sums that the Borrowing Base
Parties are or will be required to pay (such as taxes (including, without limitation, sales taxes
and payroll taxes), assessments and insurance premiums) and have not yet paid, (viii) Canadian
Priority Payables, (ix) amounts owing by any Borrowing Base Party to any Person to the extent
secured by a Lien on, or trust over, any Collateral, (x) in the case of any UK Borrowing Base
Party, reserves to reflect the prior ranking nature or dilutive effect of UK Priority Claims, (xi)
reserves in respect of the aggregate amount of any and all Swap Termination Values constituting
Qualified Swap Termination Values for purposes of Section 5.03(d) and (xii) such other
events, conditions or contingencies as to which the Administrative Agent, in its Permitted
Discretion, determines reserves should be established from time to time hereunder.




          “Restricted Foreign Funding” shall have the meaning set forth in Section
10.05(e)(v).




-38-









 








          “Restricted Payment” shall have the meaning set forth in Section 10.04.




          “Returns” shall have the meaning provided in Section 8.13.




          “Revolving Loan” shall mean a US Revolving Loan or a UK Revolving Loan.




          “Revolving Loan Commitment” shall mean, for each Lender, the amount set forth opposite
such Lender’s name in Schedule 1.01(a) directly below the column entitled “Revolving Loan
Commitment,” as same may be (x) reduced from time to time or terminated pursuant to Sections
4.02, 4.03 and/or 11, as applicable, (y) increased from time to time pursuant
to Section 2.15, or (z) adjusted from time to time as a result of assignments to or from
such Lender pursuant to Section 2.13 or 13.04(b).




          “Revolving Note” shall mean a US Revolving Note or a UK Revolving Note.




          “RL Percentage” of any Lender at any time shall mean a fraction (expressed as a
percentage) the numerator of which is the Revolving Loan Commitment of such Lender at such time and
the denominator of which is the Total Revolving Loan Commitment at such time, provided that
if the RL Percentage of any Lender is to be determined after the Total Revolving Loan Commitment
has been terminated, then the RL Percentages of such Lender shall be determined immediately prior
(and without giving effect) to such termination.




          “S&P” shall mean Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc.




          “SEC” shall have the meaning provided in Section 9.01(h).




          “Sale Proceeds” shall have the meaning set forth in Section 5.02(c).




          “Section 5.04(b)(ii) Certificate” shall have the meaning provided in Section
5.04(b)(ii).




          “Secured Creditors” shall have the meaning assigned that term in the respective
Security Documents.




          “Securities” shall mean all shares of stock, shares, partnership interests, membership
interests, membership units or other ownership interests in any other Person and all warrants,
options or other rights to acquire the same.




          “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.




          “Security Agreement” shall mean the US Security Agreement, the US Pledge Agreement,
the UK Security Agreements and each other agreement pursuant to which a Credit Party grants a Lien
to secure all or part of the Obligations.




          “Security Agreement Collateral” shall mean all “Collateral” as defined in the Security
Agreements.




          “Security Document” shall mean and include the US Security Agreement, the UK
Debenture, and the US Pledge Agreement, the UK Share Charge, the Luxembourg Security Documents,
each Mortgage, after the execution and delivery thereof, each Additional Security Document and any
other related document, agreement or grant pursuant to which US Company or any of its Subsidiaries



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grants, perfects or continues a Lien in favor of the Collateral Agent for the benefit of the
Secured Creditors.




          “Senior Note Documents” shall mean collectively, the Mobile Mini Indenture, the Mobile
Storage Indenture, the Mobile Mini Senior Notes, the Mobile Storage Senior Notes and all other
agreements, instruments, and documents delivered by US Company or any of its Subsidiaries in
connection therewith.




          “Senior Note Indentures” shall mean collectively, the Mobile Mini Indenture and the
Mobile Storage Indenture.




          “Serial Numbered Equipment” shall mean, collectively, the following types of Equipment
located at any time, and from time to time, in Canada: (i) motor vehicles within the meaning of the
PPSA of Ontario; (ii) Equipment which is serial number goods within the meaning of the PPSA of
Alberta; (iii) Equipment which is serial numbered goods within the meaning of the PPSA of British
Columbia, Manitoba, New Brunswick, Newfoundland, Nova Scotia and Prince Edward Island and
Saskatchewan; and (iv) Equipment which is road vehicles or other movable property for which a
descriptive file may be opened at the Quebec provincial registry office within the meaning of the
PPSA in Quebec.




          “Settlement Date” shall have the meaning provided in Section 2.04(d)(i).




          “Solvent” and “Solvency” shall mean, with respect to any Person on a
particular date, the condition that, on such date, (a) the fair value of the property of such
Person is greater than the total amount of liabilities, including contingent liabilities, of such
Person, (b) the present fair salable value of the assets of such Person is not less than the amount
that will be required to pay the probable liability of such Person on its debts as they become
absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur
debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, (d)
such Person is not engaged in business or a transaction, and is not about to engage in business or
a transaction, for which such Person’s property would constitute an unreasonably small amount of
capital, and (e) in the case of any person incorporated in England and Wales only, a Person that is
not “unable to pay its debts”. In this context, “unable to pay its debts” means that there are no
grounds on which such Person would be deemed unable to pay its debts (as defined in Section 123(1)
of the Insolvency Act 1986 of England Wales (as amended by the Enterprise Act 2002 of England and
Wales) on the basis that the words “proved to the satisfaction of the court” are deemed omitted
from sections 123(1)(e) and 123(2) of that Act) or on which a court would be satisfied that the
value of such Person’s assets is less than the amount of its liabilities, taking into account its
contingent and prospective liabilities (as such term would be construed for the purposes of Section
123(2) of the Insolvency Act 1986 of England and Wales (as amended by the Enterprise Act 2002 of
England and Wales)). The amount of contingent liabilities (such as litigation, guaranties and
pension plan liabilities) at any time shall be computed as the amount that, in light of all the
facts and circumstances existing at the time, represents the amount that can be reasonably be
expected to become an actual or matured liability.




          “Specified Representations” shall mean the representations set forth in Sections
8.01, 8.02, 8.03, 8.07, 8.23, 8.34, and 8.35 of
this Agreement, and Sections 2.01, 2.02 and 2.03 of the US Security Agreement, in each case, only
to the extent that such representations relate to the Target and its Subsidiaries (as constituted
prior to the consummation of the Mobile Storage Acquisition).




          “Spot Rate” shall mean with respect to any currency, the rate quoted by Administrative
Agent as the spot rate for the purchase by Administrative Agent of such currency with another
currency through its foreign exchange office at approximately 11:00 a.m. (New York time) on the
date of determination thereof.




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          “Start Date” shall have the meaning provided in the definition of Applicable Margin.




          “Stated Amount” of each Letter of Credit shall mean, at any time, the maximum amount
available to be drawn thereunder (in each case determined without regard to whether any conditions
to drawing could then be met).




          “Subsequent Mergers” shall mean (i) the merger of Target into US Company, with US
Company as the surviving corporation, (ii) the merger of Mobile Storage WC Intermediary Co. with
and into US Company, with US Company as the surviving corporation, and (iii) the merger of Mobile
Storage Services Group, with and into, US Company, with US Company as the surviving corporation,




          “Subsidiary” shall mean, as to any Person, (a) any corporation more than 50% of whose
stock of any class or classes having by the terms thereof ordinary voting power to elect a majority
of the directors of such corporation (irrespective of whether or not at the time stock of any class
or classes of such corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person
or (b) any partnership, limited liability company, association, joint venture or other entity in
which such Person and/or one or more Subsidiaries of such Person has more than a 50% equity
interest at the time. Unless otherwise qualified, all references to a “Subsidiary” or to
“Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of US Company.




          “Supermajority Lenders” shall mean those Non-Defaulting Lenders which would constitute
the Required Lenders under, and as defined in, this Agreement, if the reference to “a majority”
contained in the definition of Required Lenders were changed to “66%.”




          “Swap Termination Value” means, in respect of any one or more Qualified Derivative
Obligations, after taking into account the effect of any legally enforceable netting agreement
relating to such Qualified Derivative Obligations, (a) for any date on or after the date on which
such Qualified Derivative Obligations have been closed out and termination value(s) determined in
accordance therewith, such termination value(s), and (b) for any date prior to the date referenced
in clause (a), the amount(s) determined as the mark-to-market value(s) for such Qualified
Derivative Obligations, as determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Qualified Derivative Obligations (which may
include the Administrative Agent, the Bank, a Lender or any Affiliate of any of the foregoing).




          “Swingline Expiry Date” shall mean that date which is five Business Days prior to the
Final Maturity Date.




          “Swingline Lender” shall mean the Administrative Agent, in its capacity as Swingline
Lender hereunder.




          “Swingline Loan” shall mean a US Swingline Loan or a UK Swingline Loan.




          “Swingline Note” shall mean a US Swingline Note or a UK Swingline Note.




          “Syndication Agent” shall mean Bank of America, N.A., in its capacity as syndication
agent.




          “Syndication Date” shall mean that date upon which the Administrative Agent determines
in its sole discretion (and notifies US Company) that the primary syndication (and resultant
addition of Persons as Lenders pursuant to Section 13.04(b)) has been completed.




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          “Synthetic Lease” shall mean a lease transaction under which the parties intend that
(a) the lease will be treated as an “operating lease” by the lessee and (b) the lessee will be
entitled to various tax and other benefits ordinarily available to owners (as opposed to lessees)
of like property.




          “Target” shall mean Mobile Storage WC Holdings Corp., a Delaware corporation.




          “TARGET” means the Trans-European Automated Real-time Gross Settlement Express
Transfer payment system which utilises interlinked national real time gross settlement systems and
the European Central Bank’s payment mechanism and which began operations on 4 January 1999.




          “TARGET2” means the Trans-European Automated Real-time Gross Settlement Express
Transfer payment system which utilises a single shared platform and which was launched on 19
November 2007.




          “TARGET Day” means:




          (a) until such time as TARGET is permanently closed down and ceases operations, any day
on which both TARGET and TARGET2 are; and




          (b) following such time as TARGET is permanently closed down and ceases operations, any
day on which TARGET2 is, open for the settlement of payments in Euros.




          “Taxes” shall have the meaning provided in Section 5.04(a).




          “Total Borrowing Availability” shall mean, as of any date of determination, the
remainder of (i) the lesser of (x) the Total Revolving Loan Commitment at such time and (y) the
Aggregate Borrowing Base at such time minus (ii) the Aggregate Exposure at such time.




          “Total Revolving Loan Commitment” shall mean, at any time, the sum of the Revolving
Loan Commitments of each of the Lenders at such time.




          “Total Unutilized Revolving Loan Commitment” shall mean, at any time, an amount equal
to the remainder of (a) the Total Revolving Loan Commitment in effect at such time less (b)
the sum of (i) the aggregate principal amount of all Revolving Loans and Swingline Loans
outstanding at such time plus (ii) the aggregate amount of all Letter of Credit
Outstandings at such time.




          “Trailer Fleet Inventory” – new and used manufactured or remanufactured Trailers held
by a Borrower or a Credit Party for intended lease or rental to third parties.




          “Trailers” shall mean over-the-road tractor trailers and trailers intended for use as
storage facilities not constituting portable and ISO containers owned by US Company or any of its
Subsidiaries.




          “Transactions” shall mean, collectively, (a) the purchase of the Mezzanine Notes by US
Company, (b) the consummation of the Mobile Storage Acquisition and the other transactions
contemplated by the Acquisition Documents including the Subsequent Mergers, (c) the consummation of
the Refinancing, (d) the execution, delivery and performance by each Credit Party of the Credit
Documents to which it is a party, the incurrence of Loans on the Initial Borrowing Date and the use
of proceeds thereof, and (e) the payment of all fees and expenses in connection with the foregoing.





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          “Type” shall mean the type of Loan determined with regard to the interest option
applicable thereto, i.e., whether a Base Rate Loan, a LIBOR Loan or a EURIBOR Loan.




          “UCC” shall mean the Uniform Commercial Code as from time to time in effect in the
relevant jurisdiction.




          “UK Borrower” and “UK Borrowers” shall have the meaning provided in the first
paragraph of this Agreement.




          “UK Borrowing” shall mean the borrowing of UK Revolving Loans from all the Lenders, or
from the Swingline Lender in the case of UK Swingline Loans, on a given date having the same
Interest Period.




          “UK Borrowing Availability” shall mean, as of any date of determination, the remainder
of (a) the lesser of (i) the UK Maximum Amount at such time and (ii) the UK Borrowing Base at such
time minus (b) the Aggregate UK Exposure at such time.




          “UK Borrowing Base” shall mean, as of any date of calculation, the amount calculated
pursuant to the Borrowing Base Certificate most recently delivered to the Administrative Agent in
accordance with Section 9.01(j) (but as modified as provided below in this definition),
equal to, without duplication, the sum of





     (i) the amount calculated under the definition of US Borrowing Base, provided
that in no event shall any asset constituting a portion of the US Borrowing Base
concurrently constitute a portion of the UK Borrowing Base, plus




     (ii) eighty-five percent (85%) of Eligible UK Accounts, plus




     (iii) ninety percent (90%) of Eligible UK Container Fleet Inventory, plus




     (iv) the lesser of (A) (1) $50,000,000 less (2) the amount included in such
Borrowing Base Certificate with respect to clause (iii)(B) of the definition of US
Borrowing Base and (B) eighty percent (80%) of Eligible Cabin Fleet Inventory, plus




     (v) the lesser of (A) (1) $40,000,000 less (2) the amount included in such
Borrowing Base Certificate with respect to clause (iv)(B) of the definition of US
Borrowing Base and (B) the sum of (1) ninety percent (90%) of Eligible UK Container
Inventory Held for Sale; plus (2)  ninety percent (90%) of Eligible UK
Work-in-Process Container Inventory; plus (3) sixty-five percent (65%) of
Eligible UK Raw Materials Inventory; plus




     (vi) the lesser of (A) (1) $50,000,000 less (2) the amount included in such
Borrowing Base Certificate with respect to clause (v)(B) of the definition of US
Borrowing Base and (B) eighty-five percent (85%) of Eligible UK Machinery and
Equipment; minus 




     (vii) the amount of all Reserves then established by the Administrative Agent
against the UK Borrowing Base.



          The Administrative Agent shall have the right (but no obligation) to review such computations
and if, in its Permitted Discretion, such computations have not been calculated in




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accordance with the terms of this Agreement, the Administrative Agent shall have the right to
correct any such errors in such manner it shall determine in its Permitted Discretion. The UK
Borrowing Base (and the Borrowing Base Certificate then most recently delivered) may be adjusted by
the Administrative Agent to reflect any new or incremental Reserves required by the Administrative
Agent in its Permitted Discretion; provided that no change in the amount of any Reserve
shall be effective until the date occurring three Business Days after written notice thereof by the
Administrative Agent to the US Company and the UK Company following consultation with the US
Company.




          “UK Borrowing Base Party” shall mean each Wholly-Owned Subsidiary of US Company that
is incorporated under the laws of England and Wales and that is a UK Borrower or a UK Guarantor and
is incorporated in England and Wales.




          “UK Credit Party” shall mean US Company and each of its Subsidiaries.




          “UK Debenture” shall mean the debentures executed by Mobile Storage Group, Inc., the
UK Company and each other UK Subsidiary with respect to the UK Obligations in favor of the
Collateral Agent for the benefit of the Lenders.




          “UK Drawing” shall have the meaning set forth in Section 3.10(b).




          “UK Guaranteed Obligations” shall have the meaning set forth in Section
15.01(b).




          “UK Guarantors” shall mean US Company and each Subsidiary that guarantees the UK
Obligations including each Subsidiary listed under Schedule 10.12, and each other
Subsidiary that is or becomes a party to this Agreement pursuant to Section 10.12. For the
avoidance of doubt, US Company, each other US Borrower and each US Guarantor shall be UK
Guarantors.




          “UK Intercreditor Deed” means the intercreditor deed, dated as of the date hereof, and
entered into by and among the Administrative Agent, the UK Company, the Luxembourg Subsidiary,
Mobile Storage (UK), among others, as amended, restated, supplemented or otherwise modified from
time to time.




          “UK Issuing Lender” shall mean (i) each of Deutsche Bank AG, London (except as
otherwise provided in Section 12.09) and any other Lender reasonably acceptable to the
Administrative Agent and US Company or UK Company which agrees to issue UK Letters of Credit
hereunder and (ii) with respect to the Existing Letters of Credit, the Lender designated as the
issuer thereof on Schedule 3.01(c). Any UK Issuing Lender may, in its discretion, arrange
for one or more UK Letters of Credit to be issued by one or more Affiliates of such UK Issuing
Lender (and such Affiliate shall be deemed to be a “UK Issuing Lender” for all purposes of the
Credit Documents).




          “UK L/C Supportable Obligations” shall mean (a) obligations of a UK Borrower with
respect to workers compensation, surety bonds and other similar statutory obligations and (b) such
other obligations of a UK Borrower as are reasonably acceptable to the respective UK Issuing Lender
and otherwise permitted to exist pursuant to the terms of this Agreement (other than obligations in
respect of (i) any Indebtedness or other obligations that are subordinated in right of payment to
the UK Obligations and (ii) any Equity Interests).




          “UK Letter of Credit” shall have the meaning provided in Section 3.02(a).




          “UK Letter of Credit Fee” shall have the meaning provided in Section 4.01(b).




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          “UK Letter of Credit Outstandings” shall mean, at any time, the sum of (a) the Stated
Amount of all outstanding UK Letters of Credit at such time and (b) the aggregate amount of all
Unpaid UK Drawings in respect of all UK Letters of Credit at such time.




          “UK Letter of Credit Request” shall have the meaning provided in Section
3.06(a).




          “UK LIBOR Loan” shall mean each UK Revolving Loan denominated in Pounds Sterling
bearing interest at a rate determined by reference to LIBOR.




          “UK-LP” shall mean Mobile Storage UK Finance LP, a limited partnership formed under
the laws of England and Wales.




          “UK Maximum Amount” shall mean, as of any date of determination, the lesser of
(a) Equivalent Amount of $200,000,000 and (b) the Equivalent Amount of the Total Revolving Loan
Commitment minus the Equivalent Amount of the Aggregate US Exposure.




          “UK Obligations” shall mean, with respect to any UK Credit Party, all Loans, all
obligations under Letters of Credit and all other advances, debts, liabilities, obligations,
covenants and duties, together with all interest, fees and other charges thereon, owing, arising,
due or payable from such UK Credit Party to an Agent, any Lender or any Affiliate of any Lender, or
from a UK Borrower to any UK Issuing Lender, of any kind or nature, present or future, whether or
not evidenced by any note, guaranty or other instrument, whether arising under the Agreement or any
of the other Credit Documents or cash management services rendered in connection therewith, whether
direct or indirect (including those acquired by assignment), absolute or contingent, primary or
secondary, due or to become due, now existing or hereafter arising and however acquired, and any
Banking Product Obligations or Qualified Derivative Obligations owing to an Agent, any Lender or
any Affiliate of a Lender, but excluding the US Obligations.




          “UK Participant” shall have the meaning set forth in Section 3.08(a).




          “UK Priority Claims” means with respect to any UK Borrowing Base Party only, (a) sums
which are due by way of contributions to occupational pension schemes and state scheme premiums;
(b) unpaid remuneration of employees in respect of the 4-month period prior to insolvency, together
with any amount owed in respect of accrued holiday; (c) an amount equal to the aggregate of (i) 50%
of the first £10,000 in value of assets comprising the UK Borrowing Base of any UK Borrowing Base
Party and (ii) 20% of the value of assets comprising the UK Borrowing Base of any UK Borrowing Base
Party above £10,000, subject to a cap for this sub-clause (c) of £600,000 for each UK Borrowing
Base Party, (e) the expenses of any administration or winding-up and (f) an amount equal to the
value of suppliers’ retention of title and romalpa claims with respect to Eligible Inventory.




          “UK Revolving Loan” shall have the meaning set forth in Section 2.01(b).




          “UK Revolving Note” shall have the meaning set forth in Section 2.05(a).




          “UK Revolving Loan Commitment” shall mean, for each Lender, the amount set forth
opposite such Lender’s name in Schedule 1.01(a) directly below the column entitled “UK
Revolving Loan Commitment,” as same may be (x) reduced from time to time or terminated pursuant to
Sections 4.02, 4.03 and/or 11, as applicable, (y) increased from time to
time pursuant to Section 2.15, or (z) adjusted from time to time as a result of assignments
to or from such Lender pursuant to Section 2.13 or 13.04(b).




-45-









 








          “UK Security Agreements” shall mean the UK Debenture and the UK Share Charge.




          “UK Share Charge” shall have the meaning set forth in Section 6.09.




          “UK Swingline Loans” shall have the meaning set forth in Section 2.01(c).




          “UK Swingline Note” shall have the meaning set forth in Section 2.05(a).




          “UK Subsidiary” shall mean each Subsidiary of US Company that is incorporated in
England and Wales.




          “Unfinanced Capital Expenditures” – for any period, cash expenditures made for Capital
Expenditures during such period less the sum of (i) eighty percent (80%) of the actual cost
of all additions to Container Fleet Inventory and Trailer Fleet Inventory during such period less
cash received from the sale of any Container Fleet Inventory and Trailer Fleet Inventory during
such period and (ii) sixty percent (60%) of the actual cost of all additions to fixed assets of US
Company and its Subsidiaries during such period less cash received from the sale of any fixed
assets during such period.




          “Unfunded Current Liability” of any Plan subject to Title IV of ERISA shall mean the
amount, if any, by which the value of the accumulated plan benefits under such Plan determined on a
plan termination basis in accordance with actuarial assumptions at such time consistent with those
prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds the Fair Market Value of all
plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid
contributions).




          “United States” and “US” shall each mean the United States of America.




          “Unpaid Supplier Reserve” means, at any time, with respect to any Borrowing Base Party
which carries on business in Canada or which leases or sells goods in Canada or which has Accounts
with Account Debtors located in Canada or otherwise has any assets in Canada, the amount equal to
the percentage applicable to Eligible Inventory in the calculation of the US Borrowing Base
multiplied by the aggregate value of the Eligible Inventory which the Administrative Agent, in good
faith, considers is or may be subject to a right of a supplier to repossess goods pursuant to
Section 81.1 of the Bankruptcy and Insolvency Act (Canada) or any other laws of Canada or any other
applicable jurisdiction granting revendication or similar rights to unpaid suppliers, in each case,
where such supplier’s right ranks or is capable of ranking in priority to or pari passu with one or
more of the Liens granted in the Security Documents.




          “Unpaid UK Drawing” shall have the meaning provided in Section 3.10(a).




          “Unpaid US Drawing” shall have the meaning provided in Section 3.09(a).




          “Unutilized Revolving Loan Commitment” shall mean, with respect to any Lender at any
time, such Lender’s Revolving Loan Commitment at such time less the sum of (a) the aggregate
outstanding principal amount of all Revolving Loans made by such Lender at such time and (b) such
Lender’s RL Percentage of the Letter of Credit Outstandings at such time.




          “US Borrower” and “US Borrowers” shall have the meaning provided in the first
paragraph of this Agreement.




          “US Borrowing” shall mean the borrowing of one Type of US Revolving Loan from all the
Lenders, or from the Swingline Lender in the case of US Swingline Loans, on a given date (or




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resulting from a conversion or conversions on such date) having in the case of US LIBOR Loans
the same Interest Period; provided that Base Rate Loans incurred pursuant to Section
2.10(b) shall be considered part of the related US Borrowing of US LIBOR Loans.




          “US Borrowing Availability” shall mean, as of any date of determination, the remainder
of (i) the lesser of (x) the US Maximum Amount at such time and (y) the US Borrowing Base at such
time minus (ii) the Aggregate US Exposure at such time.




          “US Borrowing Base” shall mean, as of any date of calculation, the amount calculated
pursuant to the Borrowing Base Certificate most recently delivered to the Administrative Agent in
accordance with Section 9.01(j) (but as modified as provided below in this definition),
equal to, without duplication, an amount equal to the sum of:





     (i) eighty-five percent (85%) of Eligible US Accounts, plus




     (ii) ninety percent (90%) of Eligible US Container Fleet Inventory,
plus




     (iii) the lesser of (A) (1) $50,000,000 less (2) the amount included in such
Borrowing Base Certificate with respect to clause (iv)(B) of the definition of UK
Borrowing Base and (B) eighty percent (80%) of Eligible Trailer Fleet Inventory,
plus




     (iv) the lesser of (A) (1) $40,000,000 less (2) the amount included in such
Borrowing Base Certificate with respect to clause (v)(B) of the definition of UK
Borrowing Base and (B) the sum of (1) ninety percent (90%) of Eligible US Container
Inventory Held for Sale; plus (2)  ninety percent (90%) of Eligible US
Work-in-Process Container Inventory; plus (3) sixty-five percent (65%) of
Eligible US Raw Materials Inventory; plus




     (v) the lesser of (A) (1) $50,000,000 less (2) the amount included in such
Borrowing Base Certificate with respect to clause (vi)(B) of the definition of UK
Borrowing Base and (B) the sum of (1) eighty-five percent (85%) of Eligible US
Machinery and Equipment; plus (2) sixty percent (60%) of Eligible Real
Property; minus




     (vi) the amount of all Reserves then established by the Administrative Agent
against the US Borrowing Base.



          The Administrative Agent shall have the right (but no obligation) to review such computations
and if, in its Permitted Discretion, such computations have not been calculated in accordance with
the terms of this Agreement, the Administrative Agent shall have the right to correct any such
errors in such manner it shall determine in its Permitted Discretion. The US Borrowing Base (and
the Borrowing Base Certificate then most recently delivered) may be adjusted by the Administrative
Agent to reflect any new or incremental Reserves required by the Administrative Agent in its
Permitted Discretion; provided that no change in the amount of any Reserve shall be
effective until the date occurring three Business Days after written notice thereof by the
Administrative Agent to the US Company after consultation with US Company.




          “US Borrowing Base Party” shall mean US Company and each Wholly-Owned Domestic
Subsidiary of US Company that is a US Borrower and/or a US Guarantor and was formed in a US
jurisdiction.




          “US Company” shall have the meaning provided in the first paragraph of this Agreement.




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          “US Credit Party” shall mean each of the US Borrowers and each of the US Guarantors.




          “US Drawing” shall have the meaning set forth in Section 3.09(b).




          “US Guaranteed Obligations” shall have the meaning set forth in Section
15.01(a).




          “US Guarantors” shall mean US Company and each Domestic Subsidiary of US Company and
each other Person who now or hereafter guarantees payment or performance of the whole or any part
of the US Obligations, including each Domestic Subsidiary listed on Schedule 10.12 and each
other Domestic Subsidiary that is or becomes a party to this Agreement pursuant to Section
10.12.




          “US Issuing Lender” shall mean (i) each of Deutsche Bank AG New York Branch (except as
otherwise provided in Section 12.09) and any other Lender reasonably acceptable to the
Administrative Agent and US Company which agrees to issue US Letters of Credit hereunder and (ii)
with respect to the Existing Letters of Credit, the Lender designated as the issuer thereof on
Schedule 3.01(c). Any US Issuing Lender may, in its discretion, arrange for one or more US
Letters of Credit to be issued by one or more Affiliates of such US Issuing Lender (and such
Affiliate shall be deemed to be a “US Issuing Lender” for all purposes of the Credit Documents).




          “US L/C Supportable Obligations” shall mean (a) obligations of a US Borrower with
respect to workers compensation, surety bonds and other similar statutory obligations and (b) such
other obligations of a US Borrower as are reasonably acceptable to the respective US Issuing Lender
and otherwise permitted to exist pursuant to the terms of this Agreement (other than obligations in
respect of (i) any Indebtedness or other obligations that are subordinated in right of payment to
the US Obligations and (ii) any Equity Interests).




          “US Letter of Credit” shall have the meaning provided in Section 3.01(a).




          “US Letter of Credit Fee” shall have the meaning provided in Section 4.01(b).




          “US Letter of Credit Outstandings” shall mean, at any time, the sum of (a) the Stated
Amount of all outstanding US Letters of Credit at such time and (b) the aggregate amount of all
Unpaid US Drawings in respect of all US Letters of Credit at such time.




          “US Letter of Credit Request” shall have the meaning provided in Section
3.05(a).




          “US LIBOR Loan” shall mean each US Revolving Loan designated as such by the relevant
Borrower at the time of the incurrence thereof or conversion thereto bearing interest at a rate
determined by reference to LIBOR.




          “US Maximum Amount” shall mean, as of any date of determination, the Equivalent Amount
of the Total Revolving Loan Commitment minus the Equivalent Amount of the Aggregate UK
Exposure.




          “US Obligations” – with respect to any US Credit Party, all Loans, all obligations
arising under Letters of Credit and all other advances, debts, liabilities, obligations, covenants
and duties, together with all interest, fees and other charges thereon, owing, arising, due or
payable from such US Credit Party to an Agent, any Lender or any Affiliate of any Lender, or from a
US Borrower to any US Issuing Lender, of any kind or nature, present or future, whether or not
evidenced by any note, guaranty or other instrument, whether arising under the Agreement or any of
the other Credit Documents or cash management services rendered in connection therewith, whether
direct or indirect (including those




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acquired by assignment), absolute or contingent, primary or secondary, due or to become due,
now existing or hereafter arising and however acquired, and any Banking Product Obligations and any
Qualified Derivative Obligations owing to an Agent, any Lender or any Affiliate of a Lender.




          “US Participant” shall have the meaning set forth in Section 3.07(a).




          “US Pledge Agreement” shall have the meaning set forth in Section 6.08.




          “US Pledge Agreement Collateral” shall mean all “Collateral” as defined in the US
Pledge Agreement.




          “US Revolving Loans” shall have the meaning set forth in Section 2.01(a).




          “US Revolving Note” shall have the meaning set forth in Section 2.05(a).




          “US Security Agreement” shall mean the security agreement executed by US Company and
each other US Credit Party with respect to the US Obligations in favor of the Collateral Agent for
the benefit of the Lenders.




          “US Swingline Loans” shall have the meaning set forth in Section 2.01(c).




          “US Swingline Note” shall have the meaning set forth in Section 2.05(a).




          “Voting Stock” shall mean Securities of any class or classes of a corporation, limited
partnership or limited liability company or any other entity the holders of which are ordinarily,
in the absence of contingencies, entitled to vote with respect to the election of corporate
directors (or Persons performing similar functions).




          “Wholly-Owned Domestic Subsidiary” shall mean, as to any Person, any Domestic
Subsidiary of such Person that is a Wholly-Owned Subsidiary.




          “Wholly-Owned Subsidiary” shall mean, as to any Person, (a) any corporation 100% of
whose capital stock is at the time owned by such Person and/or one or more Wholly-Owned
Subsidiaries of such Person and (b) any partnership, limited liability company, association, joint
venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such
Person has a 100% equity interest at such time (other than, in the case of a Foreign Subsidiary of
US Company with respect to the preceding clauses (a) and (b), directors’ qualifying shares and/or
other nominal amounts of shares required to be held by Persons other than US Company and its
Subsidiaries under Applicable Law).




          SECTION 2. Amount and Terms of Credit.




                    2.01 The Commitments. (a) US Revolving Loans. Subject to and upon the terms and
conditions set forth herein, each Lender severally agrees to make, at any time and from time to
time on or after the Initial Borrowing Date and prior to the Final Maturity Date, a revolving loan
or revolving loans (each, a “US Revolving Loan” and, collectively, the “US Revolving
Loans”) to the US Borrowers (on a joint and several basis), which US Revolving Loans (i) shall
be denominated in Dollars, (ii) shall, at the option of the respective Borrower, be incurred and
maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that, (A)
except as otherwise specifically provided in Section 2.10(c), all US Revolving Loans
comprising the same Borrowing shall at all times be of the same Type and (B) unless the
Administrative Agent otherwise has agreed or has determined that the Syndication Date has occurred (at which
time this clause (B) shall no longer be applicable), no more



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than two Borrowings of US Revolving
Loans to be maintained as LIBOR Loans may be incurred prior to the 60th day after the Initial
Borrowing Date (or, if later, the last day of the Interest Period applicable to the second
Borrowing of LIBOR Loans referred to below), each of which Borrowings of LIBOR Loans may only have
an Interest Period of one month, and the first of which Borrowings may only be made on, or within
five Business Days after, the Initial Borrowing Date, and the second of which Borrowings may only
be made on the last day of the Interest Period of the first such Borrowing, (iii) may be repaid and
reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be
required to be made) by any Lender in any instance where the incurrence thereof (after giving
effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any
amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Exposure of
such Lender to exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be
made (and shall not be required to be made) by any Lender in any instance where the incurrence
thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence
thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A)
the Aggregate Exposure to exceed the Total Revolving Loan Commitment, as then in effect, (B) the
Aggregate US Exposure to exceed the US Maximum Amount, as then in effect, (C) the Aggregate
Exposure to exceed the Aggregate Borrowing Base at such time (based on the most recently delivered
Borrowing Base Certificate), or (D) the Aggregate US Exposure to exceed the US Borrowing Base at
such time (based on the most recently delivered Borrowing Base Certificate).



          (b) UK Revolving Loans. Subject to and upon the terms and conditions set forth
herein, each Lender severally agrees to make, at any time and from time to time on or after the
Initial Borrowing Date and prior to the Final Maturity Date, a revolving loan or revolving loans
(each, a “UK Revolving Loan” and, collectively, the “UK Revolving Loans”) to the UK
Borrowers (on a joint and several basis), which UK Revolving Loans (i) shall, at the option of the
applicable UK Borrower, be denominated in either Pounds Sterling (such Revolving Loans, “Pounds
Sterling Denominated Revolving Loans”) or Euros (such Revolving Loans, “Euro Denominated
Revolving Loans”), (ii) shall be incurred and maintained as solely in the case of UK Revolving
Loans denominated in Pounds Sterling, LIBOR Loans, and in the case of UK Revolving Loans
denominated in Euros, EURIBOR Loans; provided that, (A) except as otherwise specifically
provided in Section 2.01(d), all UK Revolving Loans comprising the same Borrowing shall at
all times be of the same Type and (B) unless the Administrative Agent otherwise has agreed or has
determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be
applicable), no more than five Borrowings of UK Revolving Loans may be incurred prior to the 60th
day after the Initial Borrowing Date (or, if later, the last day of the Interest Period applicable
to the fifth Borrowing of LIBOR Loans referred to below), each of which Borrowings of UK Revolving
Loans may only have an Interest Period of one month, (iii) may be repaid and reborrowed in
accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be
made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of
the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore
outstanding pursuant to this Agreement) would cause the Individual Exposure of such Lender to
exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be made (and
shall not be required to be made) by any Lender in any instance where the incurrence thereof (after
giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any
amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure
to exceed the Total Revolving Loan Commitment, as then in effect, (B) the Aggregate UK Exposure to
exceed the UK Maximum Amount or the UK Revolving Loan Commitments, as then in effect, (C) the
Aggregate Exposure to exceed the Aggregate Borrowing Base at such time (based on the most recently
delivered Borrowing Base Certificate or (D) the Aggregate UK Exposure to exceed the UK Borrowing
Base at such time (based on the most recently delivered Borrowing Base Certificate). Upon receipt
by the Administrative Agent of any Notice of Borrowing
pursuant to which the UK Company or any other UK Borrower proposes to borrow in Pounds
Sterling or Euros, the Administrative Agent shall provide notice of the same to each Lender.




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          (c) US Swingline Loans. Subject to and upon the terms and conditions set forth
herein, the Swingline Lender agrees to make, at any time and from time to time on or after the
Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans
(each, a “US Swingline Loan” and, collectively, the “US Swingline Loans”) to the US
Borrowers (on a joint and several basis), which US Swingline Loans (i) shall be denominated in
Dollars, (ii) shall be incurred and maintained as Base Rate Loans; (iii) may be repaid and
reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be
required to be made) by the Swingline Lender in any instance where the incurrence thereof (after
giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any
amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure
to exceed the Total Revolving Loan Commitment, as then in effect, (B) the Aggregate US Exposure to
exceed the US Maximum Amount, as then in effect, (C) the Aggregate Exposure to exceed the Aggregate
Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate, or
(D) the Aggregate US Exposure to exceed the US Borrowing Base at such time (based on the most
recently delivered Borrowing Base Certificate), and (v) shall not exceed in aggregate principal
amount at any time outstanding the Maximum US Swingline Amount. Notwithstanding anything to the
contrary contained in this Section 2.01(c), (i) the Swingline Lender shall not be obligated
to make any US Swingline Loans at a time when a Lender Default exists unless the Swingline Lender
has entered into arrangements satisfactory to it and US Company to eliminate the Swingline Lender’s
risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline
Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL
Percentage of the outstanding Swingline Loans, (ii) the Swingline Lender shall not make any US
Swingline Loan after it has received written notice from any Borrower, any other Credit Party or
the Required Lenders stating that a Default or an Event of Default exists and is continuing until
such time as the Swingline Lender shall have received written notice (A) of rescission of all such
notices from the party or parties originally delivering such notice or notices or (B) of the waiver
of such Default or Event of Default by the Required Lenders, and (iii) no Swingline Lender shall be
obligated to make US Swingline Loans to the extent such advance would cause such Lender’s then
outstanding Loans to exceed its Revolving Credit Commitment.



          (d) UK Swingline Loans. Subject to and upon the terms and conditions set forth
herein, the Swingline Lender agrees to make, at any time and from time to time on or after the
Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans
(each, a “UK Swingline Loan” and, collectively, the “UK Swingline Loans”) to the UK
Borrowers (on a joint and several basis), which UK Swingline Loans (i) shall be denominated in
Pounds Sterling or Euros, at the option of the applicable Borrower, (ii) shall be incurred and
maintained as in the case of UK Revolving Loans denominated in Pounds Sterling, LIBOR Loans, and in
the case of UK Revolving Loans denominated in Euros, EURIBOR Loans, with an Interest Period of one
week; (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not
be made (and shall not be required to be made) by the Swingline Lender in any instance where the
incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the
incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would
cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment, as then in effect,
(B) the Aggregate UK Exposure to exceed the UK Maximum Amount, as then in effect, (C) the Aggregate
Exposure to exceed the Aggregate Borrowing Base at such time (based on the most recently delivered
Borrowing Base Certificate), or (D) the Aggregate UK Exposure to exceed the UK Borrowing Base at
such time (based on the most recently delivered Borrowing Base Certificate), and (v) shall not
exceed in aggregate principal amount at any time outstanding the Maximum UK Swingline Amount.
Notwithstanding anything to the contrary contained in this Section 2.01(d), (i) the
Swingline Lender shall not be obligated to make any UK Swingline Loans at a
time when a Lender Default exists unless the Swingline Lender has entered into arrangements
satisfactory to it and UK Company to eliminate the Swingline Lender’s risk with respect to the
Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash
collateralizing such



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Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding
Swingline Loans, (ii) the Swingline Lender shall not make any UK Swingline Loan after it has
received written notice from any Borrower, any other Credit Party or the Required Lenders stating
that a Default or an Event of Default exists and is continuing until such time as the Swingline
Lender shall have received written notice (A) of rescission of all such notices from the party or
parties originally delivering such notice or notices or (B) of the waiver of such Default or Event
of Default by the Required Lenders, and (iii) no Swingline Lender shall be obligated to make UK
Swingline Loans to the extent such advance would cause such Lender’s then outstanding Loans to
exceed its Revolving Credit Commitment.



          (e) Mandatory US Borrowings. On any Business Day, the Swingline Lender may, in its
sole discretion, give notice to the Lenders that the Swingline Lender’s outstanding US Swingline
Loans shall be funded with one or more Borrowings of US Revolving Loans (provided that such
notice shall be deemed to have been automatically given upon the occurrence of a Default or an
Event of Default under Section 11.08 or upon the exercise of any of the remedies provided
in the last paragraph of Section 11), in which case one or more Borrowings of US Revolving
Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory US Borrowing”) shall
be made on the immediately succeeding Business Day by all Lenders pro rata based on
each such Lender’s RL Percentage (determined before giving effect to any termination of the
Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds
thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such
outstanding US Swingline Loans. Each Lender hereby irrevocably agrees to make US Revolving Loans
upon one Business Day’s notice pursuant to each Mandatory US Borrowing in the amount and in the
manner specified in the preceding sentence and on the date specified in writing by the Swingline
Lender notwithstanding (i) the amount of the Mandatory US Borrowing may not comply with the Minimum
Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section
7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date
of such Mandatory US Borrowing, (v) the amount of the US Borrowing Base or the US Maximum Amount at
such time, and (vi) the amount of the Aggregate Borrowing Base or the Total Revolving Loan
Commitment at such time. In the event that any Mandatory US Borrowing cannot for any reason be
made on the date otherwise required above (including, without limitation, as a result of the
commencement of a proceeding under the Bankruptcy Code with respect to any Borrower), then each
Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory US Borrowing
would otherwise have occurred, but adjusted for any payments received from any Borrower on or after
such date and prior to such purchase) from the Swingline Lender such participations in the
outstanding US Swingline Loans as shall be necessary to cause the Lenders to share in such US
Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect
to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section
11), provided that (x) all interest payable on the US Swingline Loans shall be for the
account of the Swingline Lender until the date as of which the respective participation is required
to be purchased and, to the extent attributable to the purchased participation, shall be payable to
the participant from and after such date and (y) at the time any purchase of participations
pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the
Swingline Lender interest on the principal amount of participation purchased for each day from and
including the day upon which the Mandatory US Borrowing would otherwise have occurred to but
excluding the date of payment for such participation, at the overnight Federal Funds Rate for the
first three days and at the interest rate otherwise applicable to US Revolving Loans maintained as
Base Rate Loans hereunder for each day thereafter.




          (f) Mandatory UK Borrowings. On any Business Day, the Swingline Lender may, in its
sole discretion, give notice to the Lenders that the Swingline Lender’s outstanding UK Swingline
Loans shall be funded with one or more Borrowings of UK Revolving Loans (provided that
such notice shall be deemed to have been automatically given upon the occurrence of a Default or an
Event of Default under Section 11.08 or upon the exercise of any of the remedies provided
in the last paragraph of Section



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11), in which case one or more Borrowings of UK Revolving Loans
constituting LIBOR Loans or, in the case of UK Swingline Loans in Euros, EURIBOR Loans with an
Interest Period of one week (each such Borrowing, a “Mandatory UK Borrowing”) shall be made
on the immediately succeeding Business Day by all Lenders pro rata based on each
such Lender’s RL Percentage (determined before giving effect to any termination of the Revolving
Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof
shall be applied directly by the Swingline Lender to repay the Swingline Lender for such
outstanding UK Swingline Loans. Each Lender hereby irrevocably agrees to make UK Revolving Loans
upon one Business Day’s notice pursuant to each Mandatory UK Borrowing in the amount and in the
manner specified in the preceding sentence and on the date specified in writing by the Swingline
Lender notwithstanding (i) the amount of the Mandatory UK Borrowing may not comply with the Minimum
Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section
7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date
of such Mandatory UK Borrowing, (v) the amount of the UK Borrowing Base or the UK Maximum Amount at
such time, and (vi) the amount of the Aggregate Borrowing Base or the Total Revolving Loan
Commitment at such time. In the event that any Mandatory UK Borrowing cannot for any reason be
made on the date otherwise required above (including, without limitation, as a result of the
occurrence of any of the circumstances listed in Section 11.08 with respect to any UK
Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the
Mandatory UK Borrowing would otherwise have occurred, but adjusted for any payments received from
any Borrower on or after such date and prior to such purchase) from the Swingline Lender such
participations in the outstanding UK Swingline Loans as shall be necessary to cause the Lenders to
share in such UK Swingline Loans ratably based upon their respective RL Percentages (determined
before giving effect to any termination of the Revolving Loan Commitments pursuant to the last
paragraph of Section 11), provided that (x) all interest payable on the UK
Swingline Loans shall be for the account of the Swingline Lender until the date as of which the
respective participation is required to be purchased and, to the extent attributable to the
purchased participation, shall be payable to the participant from and after such date and (y) at
the time any purchase of participations pursuant to this sentence is actually made, the purchasing
Lender shall be required to pay the Swingline Lender interest on the principal amount of
participation purchased for each day from and including the day upon which the Mandatory UK
Borrowing would otherwise have occurred to but excluding the date of payment for such
participation, at the rate for one-week LIBOR or EURIBOR (as applicable) Interest Period with
respect to such UK Swingline Loan.



          (g) Notwithstanding anything to the contrary in Section 2.01(a),
Section 2.01(b) or elsewhere in this Agreement, the Administrative Agent shall have the
right, following reasonable consultation with US Company, to establish Reserves in such amounts,
and with respect to such matters, as the Administrative Agent in its Permitted Discretion shall
deem necessary or appropriate, against the US Borrowing Base and the UK Borrowing Base (which
reserves shall reduce the then existing US Borrowing Base and UK Borrowing Base in an amount equal
to such reserves).



          (h) (i) In the event that the Borrowers are unable to comply with the US Borrowing Base
limitations set forth in Section 2.01(a), or (ii) the Borrowers are unable to comply with
the conditions precedent to the making of Revolving Loans set forth in Section 7, in either case,
the Lenders, subject to the immediately succeeding proviso, hereby authorize the Administrative
Agent, for the account of the Lenders, to make US Revolving Loans to the US Borrowers (on a joint
and several basis), solely in the event that the Administrative Agent in its Permitted Discretion
deems necessary or desirable (A) to preserve or protect the Collateral, or any portion thereof, (B)
to enhance the likelihood of repayment of the Obligations, or (C) to pay any other amount
chargeable to the Borrowers pursuant to the terms of this Agreement or any other Credit Document,
including, without limitation, Expenses and Fees,
which Revolving Loans may only be made as Base Rate Loans (an “Agent Advance”), for a
period commencing on the date the Administrative Agent first receives a Notice of Borrowing
requesting an Agent Advance until the earliest of (x) the twentieth Business Day after such date,
(y) the date the



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respective Borrowers are again able to comply with the US Borrowing Base
limitations and the conditions precedent to the making of US Revolving Loans, or obtains an
amendment or waiver with respect thereto and (z) the date the Required Lenders instruct the
Administrative Agent to cease making Agent Advances (the “Agent Advance Period”);
provided that the Administrative Agent shall not make any Agent Advance to the extent that
at the time of the making of such Agent Advance, the amount of such Agent Advance (I) when added to
the aggregate outstanding amount of all other Agent Advances made to the US Borrowers at such time,
would exceed 5.0% of the US Borrowing Base at such time (based on the Borrowing Base Certificate
last delivered) (the “Agent Advance Amount”) or (II) when added to the Aggregate US
Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would
exceed the US Maximum Amount at such time. Agent Advances may be made by the Administrative Agent
in its sole discretion and the Borrowers shall have no right whatsoever to require that any Agent
Advances be made. Agent Advances will be subject to periodic settlement with the Lenders pursuant
to Section 2.04(d).



                    2.02 Minimum Amount of Each Borrowing. The aggregate principal amount of each Borrowing of
Loans shall not be less than the Minimum Borrowing Amount applicable thereto. More than one
Borrowing may occur on the same date, but at no time shall there be outstanding more than ten
Borrowings of US LIBOR Loans (or such greater number of Borrowings of US LIBOR Loans as may be
agreed to from time to time by the Administrative Agent) or more than five Borrowings of UK
Revolving Loans (or such greater number of Borrowings of UK Revolving Loans as may be agreed to
from time to time by the Administrative Agent) .



                    2.03 Notice of Borrowing. (a) Whenever a Borrower desires to incur (i) LIBOR Loans or
EURIBOR Loans hereunder (excluding UK Swingline Loans and UK Revolving Loans made pursuant to a
Mandatory UK Borrowing), such Borrower shall give the Administrative Agent at the Notice Office at
least three Business Days’ prior notice of each LIBOR Loan or EURIBOR Loan to be incurred hereunder
and (ii) Base Rate Loans hereunder (including Agent Advances, but excluding US Swingline Loans and
US Revolving Loans made pursuant to a Mandatory US Borrowing), such Borrower shall give the
Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base
Rate Loan to be incurred hereunder; provided that any such notice shall be deemed to have
been given on a certain day only if given before 2:00 P.M. (New York City time) on such day (or, in
the case of any UK Revolving Loans, 10:00 A.M. (New York City time) on such day). Each such notice
(each, a “Notice of Borrowing”), except as otherwise expressly provided in Section
2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in
writing, in the form of Exhibit A-1, appropriately completed to specify: (A) the aggregate
principal amount of the Revolving Loans to be incurred pursuant to such Borrowing, (B) the date of
such Borrowing (which shall be a Business Day), (C) whether the Revolving Loans made pursuant to
such Borrowing constitute US Revolving Loans or UK Revolving Loans, (D) whether the Revolving Loans
made pursuant to such Borrowing constitute Agent Advances (it being understood that the
Administrative Agent shall be under no obligation to make such Agent Advance), (E) in the case of
US Revolving Loans, whether the Revolving Loans being incurred pursuant to such Borrowing are to be
initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if
US LIBOR Loans, the initial Interest Period to be applicable thereto, (F) in the case of UK
Revolving Loans whether EURIBOR Loans or UK LIBOR Loans, the initial Interest Period to be
applicable thereto and whether denominated in Pounds Sterling or Euros, and (G) the US Borrowing
Base and the UK Borrowing Base at such time (based on the Borrowing Base Certificate last
delivered). Except as provided in Section 2.04(d), the Administrative Agent shall promptly give
each Lender notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of
the other matters required by the immediately preceding sentence to be specified in the Notice of
Borrowing.



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          (b) (i) Whenever a US Borrower desires to incur US Swingline Loans hereunder, such Borrower
shall give the Swingline Lender no later than 2:00 P.M. (New York City time) on the date that a US
Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing
of each US Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and
specify in each case (A) the date of Borrowing (which shall be a Business Day), and (B) the
aggregate principal amount of the US Swingline Loans to be incurred pursuant to such Borrowing.




          (ii) Whenever a UK Borrower desires to incur UK Swingline Loans hereunder, such Borrower shall
give the Swingline Lender one Business Days’ prior notice of each UK Swingline Loan to be incurred
hereunder; provided that (in each case) any such notice shall be deemed to have been given
on a certain day only if given before 10:00 A.M. (New York City time) on such day or such later
time as shall be acceptable to the Administrative Agent (which such notice shall be written notice
or telephonic notice promptly confirmed in writing). Each such notice shall be irrevocable and
specify in each case (A) the date of Borrowing (which shall be a Business Day), and (B) the
aggregate principal amount of the UK Swingline Loans to be incurred pursuant to such Borrowing.




          (iii) Mandatory Borrowings shall be made upon the notice specified in Sections 2.01(e)
or 2.01(f), as applicable, with the respective Borrower irrevocably agreeing, by its
incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in
Section 2.01(e) or 2.01(f), as applicable.




          (c) Without in any way limiting the obligation of any Borrower to confirm in writing any
telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the
Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice
of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the
Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of such
Borrower, prior to receipt of written confirmation. In each such case, such Borrower hereby waives
the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of
such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent
manifest error.




                    2.04 Disbursement of Funds. (a) Disbursement of US Revolving Loans. No later
than 2:00 P.M. (New York City time) on the date specified in each Notice of Borrowing with respect
to any US Revolving Loans (or (x) in the case of US Swingline Loans, no later than 4:00 P.M. (New
York City time) on the date specified pursuant to Section 2.03(c) or (y) in the case of
Mandatory US Borrowings, no later than 1:00 P.M. (New York City time) on the date specified in
Section 2.01(e)), each Lender will make available its pro rata portion (determined in
accordance with Section 2.07) of each such Borrowing requested to be made on such date.
All such amounts will be made available in Dollars and in immediately available funds at the
Payment Office, and the Administrative Agent will make available to the relevant US Borrower at the
Payment Office the aggregate of the amounts so made available by the Lenders (or in the case of US
Swingline Loans, the Swingline Lender will make available the full amount thereof).



          (b) Disbursement of UK Revolving Loans. No later than 2:00 P.M. (London time) on the
date specified in each Notice of Borrowing with respect to any UK Revolving Loans (or (x) in the
case of UK Swingline Loans, no later than 2:00 P.M. (London time) on the date specified pursuant to
Section 2.03(d) or (y) in the case of Mandatory UK Borrowings, no later than 1:00 P.M.
(London time)
on the date specified in Section 2.01(f)), each Lender will make available its pro
rata portion (determined in accordance with Section 2.07) of each such Borrowing requested
to be made on such date. Subject to Section 2.16, all such amounts will be made available
in either Pounds Sterling or Euro (as requested by the applicable UK Borrower) and in immediately
available funds at the Payment Office, and the Administrative Agent will make available to the
relevant UK Borrower at the Payment Office the



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aggregate of the amounts so made available by the
Lenders (or in the case of UK Swingline Loans, the Swingline Lender will make available the full
amount thereof).



          (c) Unless the Administrative Agent shall have been notified by any Lender prior to the date
of Borrowing that such Lender does not intend to make available to the Administrative Agent such
Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that
such Lender has made such amount available to the Administrative Agent on such date of Borrowing
and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption,
make available to the relevant Borrower a corresponding amount. If such corresponding amount is
not in fact made available to the Administrative Agent by such Lender, the Administrative Agent
shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender
does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor,
the Administrative Agent shall promptly notify the relevant Borrower, and the relevant Borrower
shall immediately pay such corresponding amount to the Administrative Agent. The Administrative
Agent also shall be entitled to recover on demand from such Lender or the relevant Borrower, as the
case may be, interest on such corresponding amount in respect of each day from the date such
corresponding amount was made available by the Administrative Agent to the relevant Borrower until
the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum
equal to (i) if recovered from such Lender, in the case of US Revolving Loans, the overnight
Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such
Loans for each day thereafter and, the case of all other Loans, the interest rate applicable to
such Loans and (ii) if recovered from the relevant Borrower or Borrowers, the rate of interest
applicable to the respective Borrowing, as determined pursuant to Section 2.08. Nothing in
this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans
hereunder or to prejudice any rights which any Borrower may have against any Lender as a result of
any failure by such Lender to make Loans hereunder.




          (d) Unless the Required Lenders have instructed the Administrative Agent to the contrary, the
Administrative Agent on behalf of the Lenders may, but shall not be obligated to, make US Revolving
Loans to the Borrower that are maintained as Base Rate Loans under Section 2.01(a) without prior
notice of the proposed Borrowing to the Lenders as follows:





     (i) The amount of each Lender’s RL Percentage of US Revolving Loans shall be computed
weekly (or more frequently in the Administrative Agent’s sole discretion) and shall be
adjusted upward or downward on the basis of the amount of outstanding US Revolving Loans as
of 5:00 P.M. (New York City time) on the last Business Day of each week, or such other
period specified by the Administrative Agent (each such date, a “Settlement Date”).
The Lenders shall transfer to the Administrative Agent, or the Administrative Agent shall
transfer to the Lenders, such amounts as are necessary so that (after giving effect to all
such transfers) the amount of US Revolving Loans made by each Lender shall be equal to such
Lender’s RL Percentage of the aggregate amount of US Revolving Loans outstanding as of such
Settlement Date. If a notice from the Administrative Agent of any such necessary transfer
is received by a Lender on or prior to 12:00 Noon (New York City time) on any Business Day,
then such Lender shall make transfers described above in immediately available funds no
later than 3:00 P.M. (New York City time) on the day such notice was received; and if such
notice is received by a Lender after 12:00 Noon (New York City time) on any Business Day,
such Lender shall make such transfers no later than 1:00 P.M. (New York City time) on the
next succeeding Business Day. The obligation of each of
the Lenders to transfer such funds shall be irrevocable and unconditional and without
recourse to, or without representation or warranty by, the Administrative Agent. Each of
the Administrative Agent and each Lender agrees and the Lenders agree to mark their
respective books and records on each Settlement Date to show at all times the dollar amount
of their respective RL Percentage of the outstanding US Revolving Loans on such date.



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     (ii) To the extent that the settlement described in preceding clause (i) shall not yet
have occurred with respect to any particular Settlement Date, upon any repayment of US
Revolving Loans by any Borrower prior to such settlement, the Administrative Agent may apply
such amounts repaid directly to the amounts that would otherwise be made available by the
Administrative Agent pursuant to this Section 2.04(d).




     (iii) Because the Administrative Agent on behalf of the Lenders may be advancing and/or
may be repaid US Revolving Loans prior to the time when the Lenders will actually advance
and/or be repaid US Revolving Loans, interest with respect to Revolving Loans shall be
allocated by the Administrative Agent to each Lender and the Administrative Agent in
accordance with the amount of US Revolving Loans actually advanced by and repaid to each
Lender and the Administrative Agent and shall accrue from and including the date such US
Revolving Loans are so advanced to but excluding the date such US Revolving Loans are either
repaid by the Borrower in accordance with the terms of this Agreement or actually settled by
the Administrative Agent or the applicable Lender as described in this Section 2.04(d).



                    2.05 Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the
Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent
pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced (i) in
the case of US Revolving Loans, by a promissory note duly executed and delivered by each US
Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in
conformity herewith (each, a “US Revolving Note” and, collectively, the “US Revolving
Notes”), (ii) in the case of US Swingline Loans, by a promissory note duly executed and
delivered by each US Borrower substantially in the form of Exhibit B-2, with blanks
appropriately completed in conformity herewith (each, a “US Swingline Note” and,
collectively, the “US Swingline Notes”), (iii) in the case of UK Revolving Loans, by a
promissory note duly executed and delivered by each UK Borrower substantially in the form of
Exhibit B-3, with blanks appropriately completed in conformity herewith (each, a “UK
Revolving Note” and, collectively, the “UK Revolving Notes”), and (iv) in the case of
UK Swingline Loans, by a promissory note duly executed and delivered by each UK Borrower
substantially in the form of Exhibit B-4, with blanks appropriately completed in conformity
herewith (each, a “UK Swingline Note” and collectively, the “UK Swingline Notes”).



          (b) Each Lender will note on its internal records the amount of each Loan made by it and each
payment in respect thereof and prior to any transfer of any of its Notes will endorse on the
reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make
any such notation or any error in such notation shall not affect any Borrower’s obligations in
respect of such Loans.




          (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or
elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time
specifically request the delivery of such Notes. No failure of any Lender to request, obtain,
maintain or produce a Note evidencing its Loans to any Borrower shall affect, or in any manner
impair, the obligations of any Borrower to pay the Loans (and all related Obligations) incurred by
such Borrower which would otherwise be evidenced thereby in accordance with the requirements of
this Agreement, and shall not in
any way affect the security or guaranties therefor provided pursuant to any Credit Document.
Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be
required to make the notations otherwise described in preceding clause (b). At any time when any
Lender requests the delivery of a Note to evidence any of its Loans, the respective Borrower shall
promptly execute and deliver to the respective Lender the requested Note in the appropriate amount
or amounts to evidence such Loans.




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                    2.06 Conversions. Each US Borrower shall have the option to convert, on any Business Day,
all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount
of US Revolving Loans made pursuant to one or more Borrowings of one or more Types of US Revolving
Loans into a Borrowing of another Type of US Revolving Loan; provided that, (a) except as
otherwise provided in Section 2.10(b), US LIBOR Loans may be converted into Base Rate Loans
only on the last day of an Interest Period applicable to the US Revolving Loans being converted and
no such partial conversion of LIBOR Loans shall reduce the outstanding principal amount of such US
LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount
applicable thereto, (b) unless the Required Lenders otherwise agree, Base Rate Loans may only be
converted into US LIBOR Loans if no Default or Event of Default is in existence on the date of the
conversion, (c) unless the Administrative Agent has otherwise agreed or has determined that the
Syndication Date has occurred (at which time this clause (c) shall no longer be applicable ), prior
to the 60th day following the Effective Date, conversions of Base Rate Loans into US LIBOR Loans
may only be made if any such conversion is effective on the first day of the first or second
Interest Period referred to in clause (B) of Section 2.01(a)(ii) and so long as such
conversion does not result in a greater number of Borrowings of LIBOR Loans prior to the 60th day
after the Initial Borrowing Date than are permitted under Section 2.01(a)(ii), (d) no
conversion pursuant to this Section 2.06 shall result in a greater number of Borrowings of
US LIBOR Loans than are permitted under Section 2.02 and (e) for the avoidance of doubt, in
no event shall any US Revolving Loan be converted into any UK Revolving Loan and in no event shall
any UK Revolving Loan be converted into any US Revolving Loan. Each such conversion shall be
effected by the respective US Borrower by giving the Administrative Agent at the Notice Office
prior to 11:00 A.M. (New York City time) at least (i) in the case of conversions of Base Rate Loans
into US LIBOR Loans, three Business Days’ prior notice and (ii) in the case of conversions of US
LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of
Conversion/Continuation”), in each case in the form of Exhibit A-2, appropriately completed to
specify the Revolving Loans to be so converted, the Borrowing or Borrowings pursuant to which such
Revolving Loans were incurred and, if to be converted into US LIBOR Loans, the Interest Period to
be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of
any such proposed conversion affecting any of its Revolving Loans.



                    2.07 Pro Rata Borrowings. All Borrowings of Revolving Loans under this Agreement shall be
incurred from the Lenders pro rata on the basis of their Revolving Loan Commitments,
provided that all Mandatory Borrowings shall be incurred from the Lenders pro
rata on the basis of their RL Percentages. It is understood that no Lender shall be
responsible for any default by any other Lender of its obligation to make Loans hereunder and that
each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of
the failure of any other Lender to make its Loans hereunder.



                    2.08 Interest. (a) Each US Borrower jointly and severally agrees to pay interest in
respect of the unpaid principal amount of each Base Rate Loan from the date of Borrowing thereof
until the earlier of (i) the
maturity thereof (whether by acceleration or otherwise) and (ii) the conversion of such Base
Rate Loan to a LIBOR Loan pursuant to Section 2.06 or 2.09, as applicable, at a
rate per annum which shall be equal to the sum of the relevant Applicable Margin plus the Base
Rate, each as in effect from time to time.



          (b) Each US Borrower jointly and severally agrees to pay interest in respect of the unpaid
principal amount of each US LIBOR Loan from the date of Borrowing thereof until the earlier of (i)
the maturity thereof (whether by acceleration or otherwise) and (ii) the conversion of such LIBOR
Loan to a Base Rate Loan pursuant to Section 2.06, 2.09 or 2.10, as
applicable, at a rate per annum which shall, during each Interest Period applicable thereto, be
equal to the sum of the relevant Applicable Margin as in effect from time to time during such
Interest Period plus LIBOR for such Interest Period.




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          (c) Each UK Borrower jointly and severally agrees to pay interest in respect of the unpaid
principal amount of each UK Revolving Loan from the date of Borrowing thereof until the maturity
thereof (whether by acceleration or otherwise), at a rate per annum which shall, during each
Interest Period applicable thereto, be equal to the sum of the relevant Applicable Margin as in
effect from time to time during such Interest Period plus LIBOR and/or EURIBOR as applicable for
such Interest Period, plus the Mandatory Cost.




          (d) (i) Overdue principal and, to the extent permitted by law, overdue interest in respect of
each Loan shall, in each case, bear interest at a rate per annum equal to the greater of (x) the
rate which is 2% in excess of the rate then borne by such Loans and (y) in the case of any US
Revolving Loans, US Swingline Loans and Agent Advances, the rate which is 2% in excess of the rate
otherwise applicable to Base Rate Loans from time to time and (ii) all other overdue amounts
payable hereunder and under any other Credit Document shall bear interest at a rate per annum equal
to the rate which is 2% in excess of the rate applicable to Base Rate Loans from time to time.
Interest that accrues under this Section 2.08(c) shall be payable on demand.




          (e) Accrued (and theretofore unpaid) interest shall be payable (i) in respect of each Base
Rate Loan, (A) quarterly in arrears on each Quarterly Payment Date, (B) on the date of any
repayment or prepayment in full of all outstanding Base Rate Loans, and (C) at maturity (whether by
acceleration or otherwise) and, after such maturity, on demand, and (ii) in respect of each LIBOR
Loan and EURIBOR Loan, (A) on the last day of each Interest Period applicable thereto and, in the
case of an Interest Period in excess of three months, on each date occurring at three month
intervals after the first day of such Interest Period, and (B) on the date of any repayment or
prepayment (on the amount repaid or prepaid), at maturity (whether by acceleration or otherwise)
and, after such maturity, on demand.




          (f) Upon each Interest Determination Date, the Administrative Agent shall determine LIBOR and
EURIBOR for each Interest Period applicable to the respective LIBOR Loans and EURIBOR Loans and
shall promptly notify US Company and the Lenders thereof. Each such determination shall, absent
manifest error, be final and conclusive and binding on all parties hereto.




                    2.09 Interest Periods. At the time any Borrower gives any Notice of Borrowing or Notice of
Conversion/Continuation in respect of the making of, or, in the case of any US Revolving Loan,
conversion into, any LIBOR Loan or EURIBOR Loan (in the case of the initial Interest Period
applicable thereto) or prior to 11:00 A.M. (New York City time) on the third Business Day prior to
the expiration of an Interest Period applicable to such LIBOR Loan or EURIBOR Loan (in the case of
any subsequent Interest Period), such Borrower shall have the right to elect the interest period
(each, an “Interest Period”) applicable to such LIBOR Loan or EURIBOR Loan, which Interest
Period shall, at the option of the Borrower (but otherwise subject to the provisions of clause (B)
of the proviso in Section 2.01(a)(ii)), be a one (or less than one month if
permitted by the Administrative Agent), two, three or six or, to the extent approved by each
Lender, nine or twelve month period; provided that (in each case):




     (a) all LIBOR Loans or EURIBOR Loans comprising a Borrowing shall at all times have the
same Interest Period;




     (b) the initial Interest Period for any LIBOR Loan or EURIBOR Loan shall commence on
the date of Borrowing of such LIBOR Loan or EURIBOR Loan (including, in the case of any
LIBOR Loan, the date of any conversion thereto from a Base Rate Loan) and each Interest
Period occurring thereafter in respect of such LIBOR Loan or EURIBOR shall commence on the
day on which the next preceding Interest Period applicable thereto expires;



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     (c) if any Interest Period for a LIBOR Loan begins on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest Period, such
Interest Period shall end on the last Business Day of such calendar month;




     (d) if any Interest Period for a LIBOR Loan or EURIBOR Loan would otherwise expire on a
day which is not a Business Day, such Interest Period shall expire on the next succeeding
Business Day; provided, however, that if any Interest Period for a LIBOR
Loan or EURIBOR Loan would otherwise expire on a day which is not a Business Day but is a
day of the month after which no further Business Day occurs in such month, such Interest
Period shall expire on the next preceding Business Day;




     (e) unless the Required Lenders otherwise agree, no Interest Period may be selected at
any time when a Default or an Event of Default is then in existence; and




     (f) no Interest Period in respect of any Borrowing shall be selected which extends
beyond the Final Maturity Date.


If by 11:00 A.M. (New York City time) on the third Business Day prior to the expiration of any
Interest Period applicable to a Borrowing of LIBOR Loans or EURIBOR Loans, any Borrower has failed
to elect, or is not permitted to elect, a new Interest Period to be applicable to such LIBOR Loans
or EURIBOR Loans as provided above, such Borrower, (i) in the case of any US Revolving Loan, shall
be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective as of the
expiration date of such current Interest Period and (ii) in the case of any UK Revolving Loan,
shall be deemed to have elected to continue such LIBOR Loans or EURIBOR Loans as LIBOR Loans or
EURIBOR Loans with an Interest Period of one-month, effective as of the expiration date of such
current Interest Period.




                    2.10 Increased Costs, Illegality, etc. (a) In the event that any Lender shall have
determined (which determination shall, absent manifest error, be final and conclusive and binding
upon all parties hereto but, with respect to clause (i) below, may be made only by the
Administrative Agent):




     (i) on any Interest Determination Date that, by reason of any changes arising after the
date of this Agreement affecting the interbank eurodollar market, adequate and fair means do
not exist for ascertaining the applicable interest rate as to Loans constituting LIBOR Loans
or EURIBOR Loans on the basis provided for in the definition of LIBOR or EURIBOR, as
applicable; or




     (ii) at any time, that such Lender shall incur increased costs or reductions in the
amounts received or receivable hereunder or a reduction in the rate of return or on a
Lender’s (or its Affiliate’s) overall capital, in each case, with respect to any LIBOR Loan
or EURIBOR Loan because of (A) any change since the Effective Date in any Applicable Law or
governmental rule, regulation, order, guideline or request (whether or not having the force
of law) or in the interpretation or administration thereof and including the introduction of
any new law or governmental rule, regulation, order, guideline or request, such as, but not
limited to: (1) a change in the basis or rate of taxation of payment to any Lender of the
principal of or interest on the Loans or the Notes or any other amounts payable hereunder
(except for (x) taxes with respect to which additional amounts are paid pursuant to
Section 5.04 or Section 5.05 or would be payable but for the failure to
provide the forms provided in Section 5.04(b) or (y) changes in the rate of tax on,
or determined by reference to, the net income or net profits of such Lender pursuant to the
laws of the jurisdiction in which it is organized or in which its principal office or
applicable lending office is located or any subdivision thereof or therein) or (2) a change
in



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official reserve requirements, but, in all events, excluding reserves required under
Regulation D to the extent included in the computation of LIBOR or EURIBOR and/or (B) other
circumstances arising since the Effective Date affecting such Lender, the interbank
eurodollar market or the position of such Lender in such market; or




     (iii) at any time, that the making or continuance of any LIBOR Loan or EURIBOR Loan
has been made (A) unlawful by any law or governmental rule, regulation or order, (B)
impossible by compliance by any Lender in good faith with any governmental request (whether
or not having force of law) or (C) impracticable as a result of a contingency occurring
after the Effective Date which materially and adversely affects the interbank eurodollar
market;


then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i)
above) shall promptly give notice (by telephone promptly confirmed in writing) to US Company and,
except in the case of clause (i) above, to the Administrative Agent of such determination (which
notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter
(x) in the case of clause (i) above, US Revolving Loans constituting US LIBOR Loans shall no longer
be available until such time as the Administrative Agent notifies US Company and the Lenders that
the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any
Notice of Borrowing or Notice of Conversion/Continuation given by any Borrower with respect to US
LIBOR Loans which have not yet been incurred (including by way of conversion) shall be deemed
rescinded by such Borrower, (y) in the case of clause (ii) above, the US Borrowers and the UK
Borrowers, jointly and severally, agree to pay to such Lender, as applicable, upon such Lender’s
written request therefor, such additional amounts (in the form of an increased rate of, or a
different method of calculating, interest or otherwise as such Lender in its sole discretion shall
determine) as shall be required to compensate such Lender for such increased costs or reductions in
amounts received or receivable hereunder (a written notice as to the additional amounts owed to
such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to US
Company by such Lender shall, absent manifest error, be final and conclusive and binding on all the
parties hereto) and (z) in the case of clause (iii) above, the respective Borrower or Borrowers
shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in
any event, within the time period required by law.




          (b) (i) In the case of US Revolving Loans, at any time that any US Revolving Loan constituting
a US LIBOR Loan is affected by the circumstances described in Section 2.10(a)(ii), the
affected Borrower may, and in the case of a US LIBOR Loan affected by the circumstances described
in Section 2.10(a)(iii), the affected Borrower shall, either (1) if the affected US LIBOR
Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the
Administrative Agent telephonic notice (confirmed in writing) on the same date that such Borrower
was notified by the affected
Lender or the Administrative Agent pursuant to Section 2.10(a)(ii) or (iii) or
(2) if the affected US LIBOR Loan is then outstanding, upon at least three Business Days’ written
notice to the Administrative Agent, require the affected Lender to convert such US Revolving Loan
constituting a US LIBOR Loan into a Base Rate Loan; provided that, if more than one Lender
is affected at any time, then all affected Lenders must be treated the same pursuant to this
Section 2.10(b); and (ii) in the case of UK Revolving Loans, at any time that any of the UK
Revolving Loans is affected by the circumstances described in Section 2.10(a)(iii) then the
relevant Borrower shall repay the applicable Lender’s participation in that UK Revolving Loan on
the last day of the Interest Period for such UK Revolving Loan or, if earlier, the date specified
by the Lender in the notice delivered to the Administrative Agent (being no earlier than the last
day of any applicable grace period permitted by law). Further, at any time that any of the UK
Revolving Loans is affected by the circumstances described in Section 2.10(a)(i) then the
applicable LIBOR or EURIBOR, as applicable, shall be calculated in respect of each Lender as the
percentage rate of interest per annum reflecting such Lender’s cost of funding its participation in
the UK Revolving Loans from whatever source it may reasonably select.





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          (c) If any Lender determines that after the Effective Date the introduction of or any change
in any Applicable Law or governmental rule, regulation, order, guideline, directive or request
(whether or not having the force of law) concerning capital adequacy, or any change in
interpretation or administration thereof by the NAIC or any Governmental Authority, central bank or
comparable agency, will have the effect of increasing the amount of capital required or expected to
be maintained by such Lender or any corporation controlling such Lender based on the existence of
such Lender’s Revolving Loan Commitment hereunder or its obligations hereunder, then the US
Borrowers and the UK Borrowers, jointly and severally, agree to pay to such Lender, as applicable,
upon its written demand therefor, such additional amounts as shall be required to compensate such
Lender or such other corporation for the increased cost to such Lender or such other corporation or
the reduction in the rate of return to such Lender or such other corporation as a result of such
increase of capital. In determining such additional amounts, each Lender will act reasonably and
in good faith and will use averaging and attribution methods which are reasonable; provided
that such Lender’s determination of compensation owing under this Section 2.10(c) shall,
absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender,
upon determining that any additional amounts will be payable pursuant to this Section
2.10(c), will give prompt written notice thereof to US Company, which notice shall show in
reasonable detail the basis for calculation of such additional amounts.




                    2.11 Compensation. Each US Borrower, jointly and severally, and each UK Borrower, jointly
and severally, agrees to compensate each Lender, upon its written request (which request shall set
forth in reasonable detail the basis for requesting such compensation), for all losses, expenses
and liabilities (including, without limitation, any loss, expense or liability incurred by reason
of the liquidation or reemployment of deposits or other funds required by such Lender to fund its
LIBOR Loans or EURIBOR Loans but excluding loss of anticipated profits) which such Lender may
sustain: (a) if for any reason (other than a default by such Lender or the Administrative Agent) a
Borrowing of, or conversion from or into, LIBOR Loans or EURIBOR Loans does not occur on a date
specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not
withdrawn by the respective Borrower or Borrowers or deemed withdrawn pursuant to Section
2.10(a)); (b) if any prepayment or repayment (including any prepayment or repayment made
pursuant to Section 5.01, Section 5.02 or as a result of an acceleration of the
Loans pursuant to Section 11) or conversion of any of its LIBOR Loans or EURIBOR Loans
occurs on a date which is not the last day of an Interest Period with respect thereto; (c) if any
prepayment of any of its LIBOR Loans or EURIBOR Loans is not made on any date specified in a notice
of prepayment given by any Borrower; or (d) as a consequence of (i) any other default by any
Borrower to repay LIBOR Loans or EURIBOR Loans when required by the terms of this Agreement or any
Note held by such Lender or (ii) any election made pursuant to Section 2.10(b).



                    2.12 Change of Lending Office. Each Lender agrees that on the occurrence of any event
giving rise to the operation of Section 2.10(a)(ii) or (iii), Section
2.10(c), Section 3.06 , Section 5.04 or Section 5.05 with respect to
such Lender, it will, if requested by US Company or UK Company, use reasonable efforts (subject to
overall policy considerations of such Lender) to designate another lending office for any Loans or
Letters of Credit affected by such event; provided that such designation is made on such
terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage,
with the object of avoiding the consequence of the event giving rise to the operation of such
Section. Nothing in this Section 2.12 shall affect or postpone any of the obligations of
any Borrower or the right of any Lender provided in Sections 2.10, 3.06,
5.04 or 5.05.



                    2.13 Replacement of Lenders. (a) If any Lender becomes a Defaulting Lender, (b) upon
the occurrence of any event giving
rise to the operation of Section 2.10(a)(ii) or (iii), Section 2.10(c),
Section 3.06, Section 5.04 or Section 5.05 with respect to any Lender which
results in such Lender charging to any Borrower increased costs in excess of those being generally
charged by the



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other Lenders or (c) in the case of a refusal by a Lender to consent to a proposed
change, waiver, discharge or termination with respect to this Agreement which has been approved by
the Required Lenders as (and to the extent) provided in Section 13.12(b), the US Company or
the UK Company, as applicable, shall have the right, in accordance with Section 13.04(b),
if no Default or Event of Default then exists or would exist after giving effect to such
replacement, to replace such Lender (the “Replaced Lender”) with one or more other Eligible
Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement
(collectively, the “Replacement Lender”) and each of which shall be reasonably acceptable
to the Administrative Agent; provided that:





     (i) at the time of any replacement pursuant to this Section 2.13, the
Replacement Lender shall enter into one or more Assignment and Assumption Agreements
pursuant to Section 13.04(b) (and with all fees payable pursuant to said
Section 13.04(b) to be paid by the Borrowers) pursuant to which the Replacement
Lender shall acquire all of the Revolving Loan Commitment and outstanding Revolving Loans
of, and all participations in Letters of Credit by, the Replaced Lender and, in connection
therewith, shall pay to (i) the Replaced Lender in respect thereof an amount equal to the
sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding
Revolving Loans of the respective Replaced Lender, (B) an amount equal to all Unpaid US
Drawings and Unpaid UK Drawings of such Replaced Lender, together with all then unpaid
interest with respect thereto at such time and (C) an amount equal to all accrued, but
theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, (ii)
each US Issuing Lender and UK Issuing Lender an amount equal to such Replaced Lender’s RL
Percentage of any Unpaid US Drawing or Unpaid UK Drawing relating to Letters of Credit
issued by such US Issuing Lender or US Issuing Lender (which at such time remains an Unpaid
US Drawing or Unpaid UK Drawing, as applicable) to the extent such amount was not
theretofore funded by such Replaced Lender and (iii) the Swingline Lender an amount equal to
such Replaced Lender’s RL Percentage of any Mandatory Borrowing to the extent such amount
was not theretofore funded by such Replaced Lender to the Swingline Lender; and




     (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than
those specifically described in clause (i) above in respect of which the assignment purchase
price has been, or is concurrently being, paid, but including all amounts, if any, owing
under Section 2.11) shall be paid in full to such Replaced Lender concurrently with
such replacement.


Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this
Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized
to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such
Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement
Lender shall be effective for purposes of this Section 2.13 and Section 13.04.
Upon the execution of the respective Assignment and Assumption Agreement, the payment of amounts
referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the
Administrative Agent pursuant to Section 13.15 and, if so requested by the Replacement
Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the
relevant Borrowers, (x) the Replacement Lender shall become a Lender hereunder and the Replaced
Lender shall cease to constitute a Lender hereunder, except with respect to indemnification
provisions under this Agreement (including, without limitation, Sections 2.10,
2.11, 3.06, 5.04, 5.05, 12.06, 13.01 and
13.06), which shall survive as to such Replaced Lender and (y) the RL Percentages of the
Lenders shall be automatically adjusted at such time to give effect to such replacement.




                    2.14 US Company as Agent for US Borrowers and UK Company as Agent for UK Borrower. (a)
Each US Borrower hereby irrevocably appoints the US Company as its agent and attorney-in-fact for
all purposes under this Agreement and each other Credit Document, which appointment shall remain in
full force and effect unless and until the Administrative



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Agent shall have received prior written
notice signed by the respective appointing Borrower that such appointment has been revoked. Each
US Borrower hereby irrevocably appoints and authorizes the US Company (i) to provide the
Administrative Agent with all notices with respect to Loans and Letters of Credit obtained for the
benefit of any US Borrower and all other notices and instructions under this Agreement or any other
Credit Document and (ii) to take such action as the US Company deems appropriate on its behalf to
obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental
thereto to carry out the purposes of this Agreement and the other Credit Documents. It is
understood that the handling of the Credit Account and the Collateral of the US Borrowers in a
combined fashion, as more fully set forth herein, is done solely as an accommodation to the US
Borrowers in order to utilize the collective borrowing powers of the US Borrowers in the most
efficient and economical manner and at their request, and that the Lenders shall not incur
liability to any US Borrower as a result hereof. Each US Borrower expects to derive benefit,
directly or indirectly, from the handling of the Credit Account and the Collateral in a combined
fashion since the successful operation of each US Borrower is dependent on the continued successful
performance of the consolidated group. To induce the Lenders to do so, and in consideration
thereof, each US Borrower hereby jointly and severally agrees to indemnify each Lender and hold
each Lender harmless against any and all liability, expense, loss or claim of damage or injury,
made against any Lender by any US Borrower or by any third party whosoever, arising from or
incurred by reason of (a) the handling of the Credit Account and Collateral of the US Borrowers as
herein provided, (b) the Lenders’ relying on any instructions of US Company, or (c) any other
action taken by the Lenders hereunder or under the other Credit Documents, except that the US
Borrowers will have no liability to any Lender, Administrative Agent or the Collateral Agent with
respect to any liability that has been determined by a court of competent jurisdiction in a final
and non-appealable decision to have resulted solely from the gross negligence or willful misconduct
of such Lender, the Administrative Agent or the Collateral Agent, as the case may be.




          (b) Each UK Borrower hereby irrevocably appoints the UK Company as its agent and
attorney-in-fact for all purposes under this Agreement and each other Credit Document, which
appointment shall remain in full force and effect unless and until the Administrative Agent shall
have received prior written notice signed by the respective appointing Borrower that such
appointment has been revoked. Each UK Borrower hereby irrevocably appoints and authorizes the UK
Company (i) to provide the Administrative Agent with all notices with respect to Loans and Letters
of Credit obtained for the benefit of any UK Borrower and all other notices and instructions under
this Agreement or any other Credit Document and (ii) to take such action as the UK Company deems
appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers
as are reasonably incidental thereto to carry out the purposes of this Agreement and the other
Credit Documents. It is understood that the handling of the Credit Account and the Collateral of
the UK Borrowers in a combined fashion, as more fully set forth herein, is done solely as an
accommodation to the UK Borrowers in order to utilize the collective borrowing powers of the UK
Borrowers in the most efficient and economical manner and at their request, and that the Lenders
shall not incur liability to any UK Borrower as a result hereof. Each UK Borrower expects to
derive benefit, directly or indirectly, from the handling of the Credit Account and the Collateral
in a combined fashion since the successful operation of each UK Borrower is dependent on the
continued successful performance of the consolidated group. To induce the Lenders to do so, and in
consideration thereof, each UK Borrower hereby jointly and severally agrees to indemnify each
Lender and hold each Lender harmless against any and all liability, expense, loss or claim of
damage or injury, made against any Lender by any UK Borrower or by any third party whosoever,
arising from or
incurred by reason of (a) the handling of the Credit Account and Collateral of the UK
Borrowers as herein provided, (b) the Lenders’ relying on any instructions of UK Company, or (c)
any other action taken by the Lenders hereunder or under the other Credit Documents, except that
the UK Borrowers will have no liability to any Lender, Administrative Agent or the Collateral Agent
with respect to any liability that has been determined by a court of competent jurisdiction in a
final and non-appealable decision to have




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resulted solely from the gross negligence or willful
misconduct of such Lender, the Administrative Agent or the Collateral Agent, as the case may be.




                    2.15 Incremental Commitments. (a) So long as the Incremental Commitment Request
Requirements are satisfied at the time of the delivery of the request referred to below, the
Borrowers shall have the right, in coordination with the Administrative Agent as to all of the
matters set forth below in this Section 2.15, but without requiring the consent of any of
the Lenders, to request at any time and from time to time after the earlier to occur of (x) the
date that is 60 days after the Initial Borrowing Date and (y) the Syndication Date, and prior to
the Final Maturity Date, that one or more Lenders (and/or one or more other Persons which are
Eligible Transferees and which will become Lenders as provided below) provide Incremental
Commitments and, subject to the applicable terms and conditions contained in this Agreement, make
Revolving Loans pursuant thereto, it being understood and agreed, however, that (i) no Lender shall
be obligated to provide an Incremental Commitment as a result of any such request by the Borrowers,
and until such time, if any, as such Lender has agreed in its sole discretion to provide an
Incremental Commitment and executed and delivered to the Administrative Agent an Incremental
Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.15,
such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan
Commitment as in effect prior to giving effect to such Incremental Commitment provided pursuant to
this Section 2.15, (ii) any Lender (including any Eligible Transferee who will become a
Lender) may so provide an Incremental Commitment without the consent of any other Lender, (iii)
each Eligible Transferee who will become a Lender shall be required to be reasonably satisfactory
to the Administrative Agent, (iv) each provision of Incremental Commitments on a given date
pursuant to this Section 2.15 shall be in a minimum aggregate amount (for all Lenders
(including any Eligible Transferee who will become a Lender)) of at least $5,000,000 and in
integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Incremental
Commitments provided pursuant to this Section 2.15, shall not exceed the Maximum
Incremental Commitment Amount and (vi) all Revolving Loans (and all interest, fees and other
amounts payable thereon), made pursuant to an Incremental Commitment shall be entitled to the
benefits of the guarantees and security provided under the Credit Documents to the other
Obligations on a pari passu basis.



          (b) At the time of the provision of Incremental Commitments pursuant to this Section
2.15, US Company, each US Borrower, UK Company, each UK Borrower, the Administrative Agent and
each such Lender or other Eligible Transferee which agrees to provide an Incremental Commitment
(each, an “Incremental Lender”) shall execute and deliver to the Administrative Agent an
Incremental Commitment Agreement, with the effectiveness of such Incremental Lender’s Incremental
Commitment to occur on the date set forth in such Incremental Commitment Agreement, which date in
any event shall be no earlier than the date on which (w) all fees required to be paid in connection
therewith at the time of such effectiveness shall have been paid (including, without limitation,
any agreed upon up-front or arrangement fees owing to the Administrative Agent (or any affiliate
thereof)), (x) all Incremental Commitment Requirements are satisfied, (y) all other conditions set
forth in this Section 2.15 shall have been satisfied, and (z) all other conditions
precedent that may be set forth in such Incremental Commitment Agreement shall have been satisfied.
The Administrative Agent shall promptly notify each Lender as to the effectiveness of each
Incremental Commitment Agreement, and at such time, (i) the Total Revolving Loan Commitment under,
and for all purposes of, this Agreement shall be increased by the aggregate amount of such
Incremental Commitments, (ii) Schedule 1.01(a) shall be deemed modified
to reflect the revised Revolving Loan Commitments of the affected Lenders and (iii) to the
extent requested by any Incremental Lender, Revolving Notes will be issued, at the expense of the
Borrowers, to such Incremental Lender in conformity with the requirements of Section 2.05.




          (c) At the time of any provision of Incremental Commitments pursuant to this Section
2.15, the Borrowers shall, in coordination with the Administrative Agent, repay outstanding




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Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other
Lenders (including the Incremental Lenders) (even though as a result thereof such new Loans (to the
extent required to be maintained as LIBOR Loans or EURIBOR Loans) may have a shorter Interest
Period than the then outstanding Borrowings of the respective such Revolving Loans), in each case
to the extent necessary so that all of the Lenders participate in each outstanding Borrowing of
Revolving Loans pro rata on the basis of their respective Revolving Loan
Commitments (after giving effect to any increase in the Total Revolving Loan Commitment pursuant to
this Section 2.15) and with the Borrowers being jointly and severally obligated to pay to
the respective Lenders any costs of the type referred to in Section 2.11 and such amounts,
as reasonably determined by the respective Lenders, to compensate them for funding the various
Revolving Loans during an existing Interest Period (rather than at the beginning of the respective
Interest Period, based upon rates then applicable thereto) in connection with any such repayment
and/or incurrence. All determinations by any Lender pursuant to the preceding sentence shall,
absent manifest error, be final and conclusive and binding on all parties hereto.




          (d) The terms and provisions of the Revolving Loans made pursuant to the Incremental
Commitments shall be identical to the Revolving Loans; provided that the yield applicable to the
Revolving Loans made pursuant to the Incremental Commitments (after giving effect to all upfront or
similar fees or original issue discount payable with respect to such Revolving Loans) shall not be
greater than the applicable yield payable pursuant to the terms of this Agreement as amended
through the date of such calculation with respect to Revolving Loans (including any upfront fees or
original issue discount payable to the initial Lenders hereunder) unless the Applicable Margin with
respect to the Revolving Loans is increased so as to cause the then applicable yield under this
Agreement on the Revolving Loans to equal the yield then applicable to the Revolving Loans made
pursuant to the Incremental Commitment (after giving effect to all upfront or similar fees or
original issue discount payable with respect to the Revolving Loans) made pursuant to the
Incremental Commitment.




                    2.16 UK Revolving Loans; Intra-Lender Issues. (a) Pounds Sterling Participations.
Notwithstanding anything to the contrary contained herein, all Pounds Sterling Denominated
Revolving Loans shall be made solely by the Lenders with Pounds Sterling Funding Capacity (it being
understood and agreed that each Lender at its option may make any Pounds Sterling Denominated
Revolving Loan under this Agreement by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option shall not affect the
obligation of the Borrowers to repay any such Loan in accordance with the terms of this Agreement).
Each Lender that does not have Pounds Sterling Funding Capacity (a “Participating Pounds
Lender”) shall irrevocably and unconditionally purchase and acquire and shall be deemed to
irrevocably and unconditionally purchase and acquire from DBNY, and DBNY shall sell and be deemed
to sell to each such Participating Pounds Lender, without recourse or any representation or
warranty whatsoever, an undivided interest and participation (a “Pounds Sterling
Participation”) in each Pounds Sterling Denominated Revolving Loan funded by DBNY in an amount
equal to such Participating Pounds Lender’s RL Percentage of the borrowing that includes such
Pounds Sterling Denominated Revolving Loan. Such purchase and sale of a Pounds Sterling
Participation shall be deemed to occur automatically upon the making of a Pounds Sterling
Denominated Revolving Loan by DBNY, without any further notice to any Participating Pounds Lender.
The purchase price payable by each Participating Pounds Lender to DBNY for each Pounds Sterling
Participation purchased by it from DBNY shall be
equal to 100% of the principal amount of such Pounds Sterling Participation (i.e., the product
of (i) the amount of the borrowing that includes the relevant Pounds Sterling Denominated Revolving
Loan and (ii) such Participating Pounds Lender’s RL Percentage), and such purchase price shall be
payable by each Participating Pounds Lender to DBNY in accordance with the settlement procedure set
forth in Section 2.16(c) below. DBNY and Agent shall record on their books the amount of
the Pounds Sterling Denominated Revolving Loans made by DBNY and each Participating Pounds Lender’s
Pounds Sterling Participation and Funded Pounds Sterling Participation therein, all payments in
respect thereof and



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interest accrued thereon and all payments made by and to each Participating
Pounds Lender pursuant to this Section 2.16.




          (b) Euro Participations. Notwithstanding anything to the contrary contained herein,
all Euro Denominated Revolving Loans shall be made solely by the Lenders with Euro Funding Capacity
(it being understood and agreed that each Lender at its option may make any Euro Denominated
Revolving Loan under this Agreement by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option shall not affect the
obligation of the Borrowers to repay any such Loan in accordance with the terms of this Agreement).
Each Lender that does not have Euro Funding Capacity (a “Participating Euro Lender”) shall
irrevocably and unconditionally purchase and acquire and shall be deemed to irrevocably and
unconditionally purchase and acquire from DBNY, and DBNY shall sell and be deemed to sell to each
such Participating Euro Lender, without recourse or any representation or warranty whatsoever, an
undivided interest and participation (a “Euro Participation”) in each Euro Denominated
Revolving Loan funded by DBNY in an amount equal to such Participating Euro Lender’s RL Percentage
of the borrowing that includes such Euro Denominated Revolving Loan. Such purchase and sale of a
Euro Participation shall be deemed to occur automatically upon the making of a Euro Denominated
Revolving Loan by DBNY, without any further notice to any Participating Euro Lender. The purchase
price payable by each Participating Euro Lender to DBNY for each Euro Participation purchased by it
from DBNY shall be equal to 100% of the principal amount of such Euro Participation (i.e., the
product of (i) the amount of the borrowing that includes the relevant Euro Denominated Revolving
Loan and (ii) such Participating Euro Lender’s RL Percentage), and such purchase price shall be
payable by each Participating Euro Lender to DBNY in accordance with the settlement procedure set
forth in Section 2.16(d) below. DBNY and Agent shall record on their books the amount of
the Euro Denominated Revolving Loans made by DBNY and each Participating Euro Lender’s Euro
Participation and Funded Euro Participation therein, all payments in respect thereof and interest
accrued thereon and all payments made by and to each Participating Euro Lender pursuant to this
Section 2.16.




          (c) Settlement Procedures for Pounds Sterling Denominated Loan Participations. Each
Participating Pounds Lender’s Pounds Sterling Participation in the Pounds Sterling Denominated
Loans (other than Agent Advances) shall be in an amount equal to its RL Percentage of all such
Pounds Sterling Denominated Loans. However, in order to facilitate the administration of the
Pounds Sterling Denominated Loans made by DBNY and the Pounds Sterling Participations, settlement
among DBNY and the Participating Pounds Lenders with regard to the Participating Pounds Lenders’
Pounds Sterling Participations shall take place in accordance with the following:





     (i) DBNY and the Participating Pounds Lenders shall settle (a “Pounds Sterling
Participation Settlement”) by payments in respect of the Pounds Sterling Participations
as follows: So long as any Pounds Sterling Denominated Loans are outstanding, Pounds
Sterling Participation Settlements shall be effected through Administrative Agent on such
Business Days as Administrative Agent shall specify by a notice by telecopy, telephone or
similar form of notice to each Participating Pounds Lender requesting such Pounds Sterling
Participation Settlement (each such date on which a Pounds Sterling Participation Settlement
occurs herein called a
“Pounds Sterling Participation Settlement Date”), such notice to be delivered
no later than 2:00 p.m. (New York time) at least one Business Day prior to the requested
Pounds Sterling Participation Settlement Date; provided, that Administrative Agent
shall have the option but not the obligation to specify a Pounds Sterling Participation
Settlement Date and, in any event, shall not specify a Pounds Sterling Participation
Settlement Date prior to the occurrence of an Event of Default; provided,
further, that if (x) such Event of Default is waived in writing in accordance with
the terms hereof, (y) no Obligations have yet been declared due and payable under
Section 11 and (z) Administrative Agent has actual knowledge of such cure or waiver,
all prior to



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Administrative Agent’s giving notice to the Participating Pounds Lenders of the
first Pounds Sterling Participation Settlement Date under this Agreement, then
Administrative Agent shall not give notice to the Participating Pounds Lenders of a Pounds
Sterling Participation Settlement Date based upon such cured or waived Event of Default. If
on any Pounds Sterling Participation Settlement Date the total principal amount of the
Pounds Sterling Denominated Loans made or deemed made by DBNY during the period ending on
(but excluding) such Pounds Sterling Settlement Date and commencing on (and including) the
immediately preceding Pounds Sterling Participation Settlement Date (or the Closing Date in
the case of the period ending on the first Pounds Sterling Participation Settlement Date)
(each such period herein called a “Pounds Sterling Participation Settlement Period”)
is greater than the principal amount of Pounds Sterling Denominated Loans repaid during such
Pounds Sterling Participation Settlement Period to DBNY, each Participating Pounds Lender
shall pay to DBNY (through Administrative Agent), no later than 11:00 a.m. (New York time)
on such Pounds Sterling Participation Settlement Date, an amount equal to such Participating
Pounds Lender’s ratable share of the amount of such excess. If in any Pounds Sterling
Participation Settlement Period the outstanding principal amount of the Pounds Sterling
Denominated Loans repaid to DBNY in such period exceeds the total principal amount of the
Pounds Sterling Denominated Loans made or deemed made by DBNY during such period, DBNY shall
pay to each Participating Pounds Lender (through Administrative Agent) on such Pounds
Sterling Participation Settlement Date an amount equal to such Participating Pounds Lender’s
ratable share of such excess. Pounds Sterling Participation Settlements in respect of
Pounds Sterling Denominated Loans shall be made in Pounds Sterling (or the Equivalent Amount
thereof) on the Pounds Sterling Participation Settlement Date for such Pounds Sterling
Denominated Loans.




     (ii) If any Participating Pounds Lender fails to pay to DBNY on any Pounds Sterling
Participation Settlement Date the full amount required to be paid by such Participating
Pounds Lender to DBNY on such Pounds Sterling Participation Settlement Date in respect of
such Participating Pounds Lender’s Pounds Sterling Participation (such Participating Pounds
Lender’s “Pounds Sterling Participation Settlement Amount”) with DBNY, DBNY shall be
entitled to recover such unpaid amount from such Participating Pounds Lender, together with
interest thereon (in the same respective currency or currencies as the relevant Pounds
Sterling Denominated Loans) at LIBOR for UK LIBOR Loans with an Interest Period of one-week
plus 2% with respect to Loans denominated in Pounds Sterling. Without limiting
DBNY’s rights to recover from any Participating Pounds Lender any unpaid Pounds Sterling
Participation Settlement Amount payable by such Participating Pounds Lender to DBNY,
Administrative Agent shall also be entitled to withhold from amounts otherwise payable to
such Participating Pounds Lender an amount equal to such Participating Pounds Lender’s
unpaid Pounds Sterling Participation Settlement Amount owing to DBNY and apply such withheld
amount to the payment of any unpaid Pounds Sterling Participation Settlement Amount owing by
such Participating Pounds Lender to DBNY.




     (iii) Following the first Pounds Sterling Participation Settlement Date, Administrative
Agent shall effect a Pounds Sterling Participation Settlement on each subsequent Pounds
Sterling Revolving Loan Settlement Date or within 1 Business Day thereafter.



          (d) Settlement Procedures for Euro Denominated Revolving Loan Participations. Each
Participating Pounds Lender’s Euro Participation in the Euro Denominated Revolving Loans (other
than Agent Advances) shall be in an amount equal to its RL Percentage of all such Euro Denominated
Revolving Loans. However, in order to facilitate the administration of the Euro Denominated
Revolving Loans made by DBNY and the Euro Participations, settlement among DBNY and the
Participating




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Pounds Lenders with regard to the Participating Pounds Lenders’ Euro Participations
shall take place in accordance with the following:





     (i) DBNY and the Participating Pounds Lenders shall settle (a “Euro Participation
Settlement”) by payments in respect of the Euro Participations as follows: So long as
any Euro Denominated Revolving Loans are outstanding, Euro Participation Settlements shall
be effected through Agent on such Business Days as Administrative Agent shall specify by a
notice by telecopy, telephone or similar form of notice to each Participating Pounds Lender
requesting such Euro Participation Settlement (each such date on which a Euro Participation
Settlement occurs herein called a “Euro Participation Settlement Date”), such notice
to be delivered no later than 2:00 p.m. (New York time) at least one Business Day prior to
the requested Euro Participation Settlement Date; provided, that Administrative
Agent shall have the option but not the obligation to specify a Euro Participation
Settlement Date and, in any event, shall not specify a Euro Participation Settlement Date
prior to the occurrence of an Event of Default; provided, further, that if
(x) such Event of Default is waived in writing in accordance with the terms hereof, (y) no
Obligations have yet been declared due and payable under Section 11 and (z)
Administrative Agent has actual knowledge of such cure or waiver, all prior to
Administrative Agent’s giving notice to the Participating Pounds Lenders of the first Euro
Participation Settlement Date under this Agreement, then Administrative Agent shall not give
notice to the Participating Pounds Lenders of a Euro Participation Settlement Date based
upon such cured or waived Event of Default. If on any Euro Participation Settlement Date
the total principal amount of the Euro Denominated Revolving Loans made or deemed made by
DBNY during the period ending on (but excluding) such Euro Settlement Date and commencing on
(and including) the immediately preceding Euro Participation Settlement Date (or the Closing
Date in the case of the period ending on the first Euro Participation Settlement Date) (each
such period herein called a “Euro Participation Settlement Period”) is greater than
the principal amount of Euro Denominated Revolving Loans repaid during such Euro
Participation Settlement Period to DBNY, each Participating Pounds Lender shall pay to DBNY
(through Agent), no later than 11:00 a.m. (New York time) on such Euro Participation
Settlement Date, an amount equal to such Participating Pounds Lender’s ratable share of the
amount of such excess. If in any Euro Participation Settlement Period the outstanding
principal amount of the Euro Denominated Revolving Loans repaid to DBNY in such period
exceeds the total principal amount of the Euro Denominated Revolving Loans made or deemed
made by DBNY during such period, DBNY shall pay to each Participating Pounds Lender (through
Agent) on such Euro Participation Settlement Date an amount equal to such Participating
Pounds Lender’s ratable share of such excess. Euro Participation Settlements in respect of
Euro Denominated Revolving Loans shall be made in Euro (or the Equivalent Amount thereof) on
the Euro Participation Settlement Date for such Euro Denominated Revolving Loans.




     (ii) If any Participating Pounds Lender fails to pay to DBNY on any Euro Participation
Settlement Date the full amount required to be paid by such Participating Pounds
Lender to DBNY on such Euro Participation Settlement Date in respect of such
Participating Pounds Lender’s Euro Participation (such Participating Pounds Lender’s
“Euro Participation Settlement Amount”) with DBNY, DBNY shall be entitled to recover
such unpaid amount from such Participating Pounds Lender, together with interest thereon (in
the same respective currency or currencies as the relevant Euro Denominated Revolving Loans)
at EURIBOR for EURIBOR Loans plus 2% with respect to Loans denominated in Euros.
Without limiting DBNY’s rights to recover from any Participating Pounds Lender any unpaid
Euro Participation Settlement Amount payable by such Participating Pounds Lender to DBNY,
Administrative Agent shall also be entitled to withhold from amounts otherwise payable to
such Participating Pounds Lender an amount equal to such Participating Pounds Lender’s
unpaid Euro Participation Settlement



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Amount owing to DBNY and apply such withheld amount to
the payment of any unpaid Euro Participation Settlement Amount owing by such Participating
Pounds Lender to DBNY.




     (iii) Following the first Euro Participation Settlement Date, Administrative Agent
shall effect a Euro Participation Settlement on each subsequent Euro Revolving Loan
Settlement Date or within 1 Business Day thereafter.



          (e) Obligations Irrevocable. The obligations of each Participating Pounds Lender or
each Participating Euro Lender, as applicable, to purchase from DBNY a participation in each Pounds
Sterling Denominated Revolving Loan or Euro Denominated Revolving Loan made by DBNY and to make
payments to DBNY with respect to such participation, in each case as provided herein, shall be
irrevocable and not subject to any qualification or exception whatsoever, including any of the
following circumstances:





     (i) any lack of validity or enforceability of this Agreement or any of the other Credit
Documents or of any Revolving Loans, against UK Company, any UK Borrower or any Guarantor;




     (ii) the existence of any claim, setoff, defense or other right which UK Company, any
UK Borrower or any UK Guarantor may have at any time in respect of any Revolving Loans;




     (iii) any application or misapplication of any proceeds of any Revolving Loans;




     (iv) the surrender or impairment of any security for any Revolving Loans;




     (v) the occurrence of any Default or Event of Default;




     (vi) the commencement or pendency of any events specified in Section 11.08
hereof, in respect of a Credit Party or any other Person; or




     (vii) the failure to satisfy the applicable conditions precedent set forth in
Sections 6 or 7 hereof.



          (f) Recovery or Avoidance of Payments. In the event any payment by or on behalf of UK
Company, any UK Borrower or any other Credit Party received by Administrative Agent with respect to
any Pounds Sterling Denominated Revolving Loan or Euro Denominated Revolving Loan made by DBNY is
thereafter set aside, avoided or recovered from Administrative Agent in connection with any
Insolvency Proceeding or due to any mistake of law or fact, each Participating Pounds Lender and
each Participating Euro Lender shall, upon
written demand by Administrative Agent, pay to DBNY (through Administrative Agent) such
Participating Pounds Lender’s RL Percentage or such Participating Euro Lender’s RL Percentage, as
the case may be, of such amount set aside, avoided or recovered, together with interest at the rate
and in the currency required to be paid by DBNY or Administrative Agent upon the amount required to
be repaid by it.




          (g) Indemnification by Participating Pounds Lenders. Each Participating Pounds Lender
agrees to indemnify DBNY (to the extent not reimbursed by UK Company or UK Borrower and without
limiting the obligations of UK Company and UK Borrower hereunder or under any other Credit
Document) ratably 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 DBNY in any way relating
to or arising out of any Pounds Sterling Denominated Revolving Loans or any participations by DBNY
in any UK Letters of





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Credit denominated in Pounds Sterling or related L/C Supportable Obligations
or any action taken or omitted by DBNY in connection therewith; provided that no Participating
Pounds Lender shall be liable for any of the foregoing to the extent it arises from the gross
negligence or willful misconduct of DBNY. Without limiting the foregoing, each Participating
Pounds Lender agrees to reimburse DBNY promptly upon demand for such Participating Pounds Lender’s
ratable share of any costs or expenses payable by the Borrowers to DBNY in respect of the Pounds
Sterling Denominated Revolving Loans to the extent that DBNY is not promptly reimbursed for such
costs and expenses by the Borrowers. The agreement contained in this Section 2.16(g) shall
survive payment in full of all UK Revolving Loans.




          (h) Indemnification by Participating Euro Lenders. Each Participating Euro Lender
agrees to indemnify DBNY (to the extent not reimbursed by UK Company or UK Borrower and without
limiting the obligations of UK Company and UK Borrower hereunder or under any other Credit
Document) ratably 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 DBNY in any way relating
to or arising out of any Euro Denominated Revolving Loans or any participations by DBNY in any UK
Letters of Credit denominated in Euros or related L/C Supportable Obligations or any action taken
or omitted by DBNY in connection therewith; provided that no Participating Euro Lender shall be
liable for any of the foregoing to the extent it arises from the gross negligence or willful
misconduct of DBNY. Without limiting the foregoing, each Participating Euro Lender agrees to
reimburse DBNY promptly upon demand for such Participating Euro Lender’s ratable share of any costs
or expenses payable by the Borrowers to DBNY in respect of the Euro Denominated Revolving Loans to
the extent that DBNY is not promptly reimbursed for such costs and expenses by the Borrowers. The
agreement contained in this Section 2.16(h) shall survive payment in full of all UK
Revolving Loans.




          (i) Pounds Sterling Denominated Revolving Loan Participation Fee. In consideration
for each Participating Pounds Lender’s participation in the Pounds Sterling Denominated Revolving
Loans made by DBNY, DBNY agrees to pay to Administrative Agent for the account of each
Participating Pounds Lender, as and when DBNY receives payment of interest on its Pounds Sterling
Denominated Revolving Loans, a fee (the “Pounds Sterling Participation Fee”) at a rate per
annum equal to the Applicable Margin on such UK Revolving Loans minus 0.25% on the unfunded Pounds
Sterling Participation of such Participating Pounds Lender in such Pounds Sterling Denominated
Revolving Loans of DBNY. The Pounds Sterling Participation Fee in respect of any unfunded Pounds
Sterling Participation in a Pounds Sterling Denominated Revolving Loan shall be payable to
Administrative Agent in Pounds Sterling when interest on such Pounds Sterling Denominated
Revolving Loan is received by DBNY. If DBNY does not receive payment in full of such interest, the
Pounds Sterling Participation Fee in respect of the unfunded Pounds Sterling Participation in such
Pounds Sterling Denominated Revolving Loans shall be reduced proportionately. Any amounts payable
under this Section 2.16(i) by Administrative Agent to the Participating Pounds Lenders
shall be paid in Pounds Sterling (or the US Dollar equivalent thereof as determined by the
Administrative Agent in its sole discretion).




          (j) Euro Denominated Revolving Loan Participation Fee. In consideration for each
Participating Pounds Lender’s participation in the Euro Denominated Revolving Loans made by DBNY,
DBNY agrees to pay to Administrative Agent for the account of each Participating Pounds Lender, as
and when DBNY receives payment of interest on its Euro Denominated Revolving Loans, a fee (the
“Euro Participation Fee”) at a rate per annum equal to the Applicable Margin on such UK
Revolving Loans minus 0.25% on the unfunded Euro Participation of such Participating Pounds Lender
in such Euro Denominated Revolving Loans of DBNY. The Euro Participation Fee in respect of any
unfunded Euro Participation in a Euro Denominated Revolving Loan shall be payable to Administrative
Agent in Euros when interest on such Euro Denominated Revolving Loan is received by DBNY. If DBNY
does not receive payment in full of such interest, the Euro Participation Fee in respect of the
unfunded Euro




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Participation in such Euro Denominated Revolving Loans shall be reduced
proportionately. Any amounts payable under this Section 2.16(j) by Administrative Agent to
the Participating Pounds Lenders shall be paid in Euro (or the US Dollar equivalent thereof as
determined by the Administrative Agent in its sole discretion).




                    2.17 Equivalent Amount. For purposes of this Agreement, the Equivalent Amount of each Loan
not denominated in Dollars shall be calculated on the date when any such Loan is made, such Letter
of Credit is issued, and at such other times (no less frequently than weekly) as designated by the
Administrative Agent. Such Equivalent Amount shall remain in effect until the same is recalculated
by the Administrative Agent as provided above and notice of such recalculation is delivered to the
US Company, it being understood that until such notice of such recalculation is delivered, the
Dollar Equivalent shall be that Dollar Equivalent as last reported to US Company by the
Administrative Agent. The Administrative Agent shall promptly notify US Company and the Lenders of
each such determination of the Equivalent Amount of each such Loan.



          SECTION 3. Letters of Credit. 




                    3.01 US Letters of Credit. (a) Subject to and upon the terms and conditions set forth
herein, any US Borrower may request that a US Issuing Lender issue, at any time and from time to
time on and after the Initial Borrowing Date and prior to the 30th day prior to the Final Maturity
Date, for the joint and several account of the US Borrowers and for the benefit of (x) any holder
(or any trustee, agent or other similar representative for any such holders) of US L/C Supportable
Obligations, an irrevocable standby letter of credit, in a form customarily used by such US Issuing
Lender or in such other form as is reasonably acceptable to such US Issuing Lender, and (y) sellers
of goods to the US Company or any of its Subsidiaries, an irrevocable trade letter of credit, in a
form customarily used by such US Issuing Lender or in such other form as has been approved by such
US Issuing Lender (each such letter of credit, a “US Letter of Credit”) (although without
limiting the joint and several nature of the US Borrowers’ obligations
in respect of the US Letters of Credit, any particular US Letter of Credit may name only one
or more US Borrowers as the account party therein). All US Letters of Credit shall be issued on a
sight basis only.



          (b) Subject to and upon the terms and conditions set forth herein, each US Issuing Lender
agrees that it will, at any time and from time to time on and after the Initial Borrowing Date and
prior to the 30th day prior to the Final Maturity Date, following its receipt of the respective US
Letter of Credit Request, issue for the joint and several account of the US Borrowers, one or more
US Letters of Credit as are permitted to remain outstanding hereunder without giving rise to a
Default or an Event of Default; provided that no US Issuing Lender shall be under any
obligation to issue any US Letter of Credit of the types described above if at the time of such
issuance:





     (i) any order, judgment or decree of any Governmental Authority or arbitrator shall
purport by its terms to enjoin or restrain such US Issuing Lender from issuing such US
Letter of Credit or any requirement of law applicable to such US Issuing Lender or any
request or directive (whether or not having the force of law) from any Governmental
Authority with jurisdiction over such US Issuing Lender shall prohibit, or request that such
US Issuing Lender refrain from, the issuance of letters of credit generally or such US
Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such
US Letter of Credit any restriction or reserve or capital requirement (for which such US
Issuing Lender is not otherwise compensated hereunder) not in effect with respect to such US
Issuing Lender on the date hereof, or any unreimbursed loss, cost or expense which was not
applicable or in effect with respect to such US Issuing Lender as of the date hereof and
which such US Issuing Lender reasonably and in good faith deems material to it; or



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     (ii) such US Issuing Lender shall have received from such US Borrower, any other Credit
Party or the Required Lenders prior to the issuance of such US Letter of Credit, notice of
the type described in the second sentence of Section 3.05(b).



          (c) Schedule 3.01(c) contains a description of letters of credit that were issued by a
Lender for the account of US Company prior to the Initial Borrowing Date and which remain
outstanding on the Initial Borrowing Date (and setting forth, with respect to each such letter of
credit, (i) the name of the issuing lender, (ii) the letter of credit number, (iii) the name of the
account party, (iv) the stated amount (which shall be in Dollars), (v) the name of the beneficiary,
(vi) the expiry date and (vii) whether such letter of credit constitutes a standby letter of credit
or a trade letter of credit). The US Company hereby acknowledges and agrees that each such letter
of credit, including any extension or renewal thereof in accordance with the terms thereof and
hereof (each, as amended from time to time in accordance with the terms thereof and hereof, an
“Existing US Letter of Credit”) shall constitute a “US Letter of Credit” for all purposes
of this Agreement and, notwithstanding anything to the contrary stated in any such Existing US
Letter of Credit (including, without limitation, the account party named therein), shall be deemed
issued on the Initial Borrowing Date for the account of the US Company.




                    3.02 UK Letters of Credit. (a) Subject to and upon the terms and conditions set forth
herein, any UK Borrower may request that a UK Issuing Lender issue, at any time and from time to
time on and after the Initial Borrowing Date and prior to the 30th day prior to the Final Maturity
Date, for the joint and several account of the UK Borrowers and for the benefit of (x) any holder
(or any trustee, agent or other similar representative for any such holders) of UK L/C Supportable
Obligations, an irrevocable standby letter of credit, in a form customarily used by such UK Issuing
Lender or in such other form as is reasonably acceptable to such UK Issuing Lender, and (y) sellers
of goods to the UK Company or any of its Subsidiaries, an irrevocable trade letter of credit, in a
form customarily used by such UK Issuing Lender
or in such other form as has been approved by such UK Issuing Lender (each such letter of
credit, a “UK Letter of Credit”) (although without limiting the joint and several nature of
the UK Borrowers’ obligations in respect of the UK Letters of Credit, any particular UK Letter of
Credit may name only one or more UK Borrowers as the account party therein). All UK Letters of
Credit shall be issued on a sight basis only.



          (b) Subject to and upon the terms and conditions set forth herein, each UK Issuing Lender
agrees that it will, at any time and from time to time on and after the Initial Borrowing Date and
prior to the 30th day prior to the Final Maturity Date, following its receipt of the respective UK
Letter of Credit Request, issue for the joint and several account of the UK Borrowers, one or more
UK Letters of Credit as are permitted to remain outstanding hereunder without giving rise to a
Default or an Event of Default; provided that no UK Issuing Lender shall be under any
obligation to issue any UK Letter of Credit of the types described above if at the time of such
issuance:





     (i) any order, judgment or decree of any Governmental Authority or arbitrator shall
purport by its terms to enjoin or restrain such UK Issuing Lender from issuing such UK
Letter of Credit or any requirement of law applicable to such UK Issuing Lender or any
request or directive (whether or not having the force of law) from any Governmental
Authority with jurisdiction over such UK Issuing Lender shall prohibit, or request that such
UK Issuing Lender refrain from, the issuance of letters of credit generally or such UK
Letter of Credit in particular or shall impose upon such UK Issuing Lender with respect to
such UK Letter of Credit any restriction or reserve or capital requirement (for which such
UK Issuing Lender is not otherwise compensated hereunder) not in effect with respect to such
UK Issuing Lender on the date hereof, or any unreimbursed loss, cost or expense which was
not applicable or in effect with respect to such UK Issuing Lender as of the date hereof and
which such UK Issuing Lender reasonably and in good faith deems material to it; or



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     (ii) such UK Issuing Lender shall have received from such UK Borrower, any other Credit
Party or the Required Lenders prior to the issuance of such UK Letter of Credit, notice of
the type described in the second sentence of Section 3.06(b).



                    3.03 Maximum US Letter of Credit Outstandings; Final Maturities. Notwithstanding anything
to the contrary contained in this Agreement, (a) no US Letter of Credit shall be issued (or
required to be issued) if the Stated Amount of such US Letter of Credit, when added to the US
Letter of Credit Outstandings (exclusive of Unpaid US Drawings which are repaid on the date of, and
prior to the issuance of, the respective US Letter of Credit) at such time would exceed $50,000,000
(the “Maximum US Letter of Credit Amount”), (b) no US Letter of Credit shall be issued (or
required to be issued) at any time when the Aggregate US Exposure exceeds (or would after giving
effect to such issuance exceed) either (i) the US Maximum Amount at such time or (ii) the US
Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), or when the
Aggregate Exposure exceeds (or would after giving effect to such issuance exceed) either (x) the
Total Revolving Loan Commitment or (y) the Aggregate Borrowing Base at such time (based on the
Borrowing Base Certificate last delivered), (c) each US Letter of Credit shall be denominated in
Dollars, (d) each standby US Letter of Credit shall by its terms terminate on or before the earlier
of (i) the date which occurs 12 months after the date of the issuance thereof (although any such
standby US Letter of Credit shall be extendible for successive periods of up to 12 months, but, in
each case, not beyond the 5th Business Day prior to the Final Maturity Date) and (ii) 5 Business
Days prior to the Final Maturity Date and (e) each trade US Letter of Credit shall by its terms
terminate on or before the earlier of (i) the date which occurs 180 days after the date of issuance
thereof and (ii) 5 Business Days prior to the Final Maturity Date.



                    3.04 Maximum UK Letter of Credit Outstandings; Final Maturities. Notwithstanding anything
to the contrary contained in this Agreement, (a) no UK Letter of Credit shall be issued (or
required to be issued) if the Stated Amount of such UK Letter of Credit, when added to the UK
Letter of Credit Outstandings (exclusive of Unpaid UK Drawings which are repaid on the date of, and
prior to the issuance of, the respective UK Letter of Credit) at such time would exceed $20,000,000
or the Equivalent Amount thereof (the “Maximum UK Letter of Credit Amount”), (b) no UK
Letter of Credit shall be issued (or required to be issued) at any time when the Aggregate UK
Exposure exceeds (or would after giving effect to such issuance exceed) either (i) the UK Maximum
Amount at such time or (ii) the UK Borrowing Base at such time (based on the Borrowing Base
Certificate last delivered), (c) each UK Letter of Credit shall be denominated in Pounds Sterling
or Euros, (d) each standby UK Letter of Credit shall by its terms terminate on or before the
earlier of (i) the date which occurs 12 months after the date of the issuance thereof (although any
such standby UK Letter of Credit shall be extendible for successive periods of up to 12 months,
but, in each case, not beyond the 5th Business Day prior to the Final Maturity Date) and (ii) 5
Business Days prior to the Final Maturity Date and (e) each trade UK Letter of Credit shall by its
terms terminate on or before the earlier of (i) the date which occurs 180 days after the date of
issuance thereof and (ii) 5 Business Days prior to the Final Maturity Date.



                    3.05 US Letter of Credit Requests; Minimum Stated Amount. (a) Whenever any US Borrower
desires that a US Letter of Credit be issued for its account, such US Borrower shall give the
Administrative Agent and the respective US Issuing Lender at least five Business Days’ (or such
shorter period as is acceptable to such US Issuing Lender) written notice thereof (including by way
of facsimile). Each notice shall be in the form of Exhibit F, appropriately completed (each, a
“US Letter of Credit Request”).



          (b) The making of each US Letter of Credit Request shall be deemed to be a representation and
warranty by the respective US Borrower to the Lenders that such US Letter of Credit may be issued
in accordance with, and will not violate the requirements of, Section 3.03. Unless the
respective US Issuing Lender has received notice from any US Borrower, any other US Credit Party or





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the Required Lenders before it issues a US Letter of Credit that one or more of the conditions
specified in Section 6 or 7 are not then satisfied, or that the issuance of such US
Letter of Credit would violate Section 3.03, then such US Issuing Lender shall, subject to
the terms and conditions of this Agreement, issue the requested US Letter of Credit for the account
of the respective US Borrower in accordance with such US Issuing Lender’s usual and customary
practices. Upon the issuance of or modification or amendment to any standby US Letter of Credit,
each US Issuing Lender shall promptly notify the respective US Borrower and the Administrative
Agent, in writing of such issuance, modification or amendment and such notice shall be accompanied
by a copy of such US Letter of Credit or the respective modification or amendment thereto, as the
case may be. Promptly after receipt of such notice the Administrative Agent shall notify the US
Participants, in writing, of such issuance, modification or amendment. On the first Business Day
of each week, each US Issuing Lender shall furnish the Administrative Agent with a written
(including via facsimile) report of the daily aggregate outstandings of US Letters of Credit issued
by such US Issuing Lender for the immediately preceding week. Notwithstanding anything to the
contrary contained in this Agreement, in the event that a Lender Default exists with respect to a
Lender, no US Issuing Lender shall be required to issue any US Letter of Credit unless such US
Issuing Lender has entered into arrangements satisfactory to it and the US Company to eliminate
such US Issuing Lender’s risk with respect to the participation in US Letters of Credit by the
Defaulting Lender or Lenders, including by cash collateralizing such Defaulting Lender’s or
Lenders’ RL Percentage of the US Letter of Credit Outstandings.




          (c) The initial Stated Amount of each US Letter of Credit shall not be less than $25,000 or
such lesser amount as is acceptable to the respective US Issuing Lender.




                    3.06 UK Letter of Credit Requests; Minimum Stated Amount. (a) Whenever any UK Borrower
desires that a UK Letter of Credit be issued for its account, such UK Borrower shall give the
Administrative Agent and the respective UK Issuing Lender at least five Business Days’ (or such
shorter period as is acceptable to such UK Issuing Lender) written notice thereof (including by way
of facsimile). Each notice shall be in the form of Exhibit G, appropriately completed (each, a
“UK Letter of Credit Request”).



          (b) The making of each UK Letter of Credit Request shall be deemed to be a representation and
warranty by the respective UK Borrower to the Lenders that such UK Letter of Credit may be issued
in accordance with, and will not violate the requirements of, Section 3.04. Unless the
respective UK Issuing Lender has received notice from any UK Borrower, any other UK Credit Party or
the Required Lenders before it issues a UK Letter of Credit that one or more of the conditions
specified in Section 6 or 7 are not then satisfied, or that the issuance of such UK
Letter of Credit would violate Section 3.04, then such UK Issuing Lender shall, subject to
the terms and conditions of this Agreement, issue the requested UK Letter of Credit for the account
of the respective UK Borrower in accordance with such UK Issuing Lender’s usual and customary
practices. Upon the issuance of or modification or amendment to any standby UK Letter of Credit,
each UK Issuing Lender shall promptly notify the respective UK Borrower and the Administrative
Agent, in writing of such issuance, modification or amendment and such notice shall be accompanied
by a copy of such UK Letter of Credit or the respective modification or amendment thereto, as the
case may be. Promptly after receipt of such notice the Administrative Agent shall notify the UK
Participants, in writing, of such issuance, modification or amendment. On the first Business Day
of each week, each UK Issuing Lender shall furnish the Administrative Agent with a written
(including via facsimile) report of the daily aggregate outstandings of UK Letters of Credit issued
by such UK Issuing Lender for the immediately preceding week. Notwithstanding anything to the
contrary contained in this Agreement, in the event that a Lender Default exists with respect to a
Lender, no UK Issuing Lender shall be required to issue any UK Letter of Credit unless such UK
Issuing Lender has entered into arrangements satisfactory to it and the UK Company to eliminate
such UK Issuing Lender’s risk with respect to the participation in UK Letters of Credit by the





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Defaulting Lender or Lenders, including by cash collateralizing such Defaulting Lender’s or
Lenders’ RL Percentage of the UK Letter of Credit Outstandings.




          (c) The initial Stated Amount of each UK Letter of Credit shall not be less than $25,000,
£25,000 or €25,000 or such lesser amount as is acceptable to the respective UK Issuing Lender.




                    3.07 US Letter of Credit Participations. (a) Immediately upon the issuance by an US
Issuing Lender of any US Letter of Credit, such US Issuing Lender shall be deemed to have sold and
transferred to each Lender, and each such Lender (in its capacity under this Section 3.07,
a “US Participant”) shall be deemed irrevocably and unconditionally to have purchased and
received from such US Issuing Lender, without recourse or warranty, an undivided interest and
participation, to the extent of such US Participant’s RL Percentage, in such US Letter of Credit,
each drawing or payment made thereunder and the obligations of the US Borrowers under this
Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any
change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section
2.13, 2.15 or 13.04(b), it is hereby agreed that, with respect to all
outstanding US Letters of Credit and Unpaid US Drawings relating thereto, there shall be an
automatic adjustment to the participations pursuant to this Section 3.07 to reflect the new
RL Percentages of the assignor and assignee Lender, as the case may be.



          (b) In determining whether to pay under any US Letter of Credit, no US Issuing Lender shall
have any obligation relative to the other Lenders other than to confirm that any documents required
to be delivered under such US Letter of Credit appear to have been delivered and that they appear
to substantially comply on their face with the requirements of such US Letter of Credit. Any
action taken or omitted to be taken by a US Issuing Lender under or in connection with any US
Letter of Credit issued by it shall not create for such US Issuing Lender any resulting liability
to any US Borrower, any other US Credit Party, any Lender or any other Person unless such action is
taken or omitted to be taken with gross negligence or willful misconduct on the part of such US
Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable
decision).




          (c) In the event that a US Issuing Lender makes any payment under any US Letter of Credit
issued by it and the US Borrowers shall not have reimbursed such amount in full to such US Issuing
Lender pursuant to Section 3.09(a), such US Issuing Lender shall promptly notify the
Administrative Agent, which shall promptly notify each US Participant of such failure, and each US
Participant shall promptly and unconditionally pay to such US Issuing Lender the amount of such US
Participant’s RL Percentage of such unreimbursed payment in Dollars in immediately available funds.
If the Administrative Agent so notifies, prior to 12:00 Noon (New York City time) on any Business
Day, any US Participant required to fund a payment under a US Letter of Credit, such US Participant
shall make available to the respective US Issuing Lender in Dollars such US Participant’s
Percentage of the amount of such payment on such Business Day in immediately available funds. If
and to the extent such US Participant shall not have so made its RL Percentage of the amount of
such payment available to the respective US Issuing Lender, such US Participant agrees to pay to
such US Issuing Lender, forthwith on demand such amount, together with interest thereon, for each
day from such date until the date such amount is paid to such US Issuing Lender at the overnight
Federal Funds Rate for the first three days and at the interest rate applicable to Loans that are
maintained as Base Rate Loans for each day thereafter. The failure of any US Participant to make
available to a US Issuing Lender its Percentage of any payment under any US Letter of Credit issued
by such US Issuing Lender shall not relieve any other US Participant of its obligation hereunder to
make available to such US Issuing Lender its RL Percentage of any payment under any US Letter of
Credit on the date required, as specified above, but no US Participant shall be responsible for the
failure of any other US Participant to make available to such US Issuing Lender such other US
Participant’s RL Percentage of any such payment.




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          (d) Whenever a US Issuing Lender receives a payment of a reimbursement obligation as to which
it has received any payments from the US Participants pursuant to clause (c) above, such US Issuing
Lender shall pay to each such US Participant which has paid its RL Percentage thereof, in Dollars
and in same day funds, an amount equal to such US Participant’s share (based upon the proportionate
aggregate amount originally funded by such US Participant to the aggregate amount funded by all US
Participants) of the principal amount of such reimbursement obligation and interest thereon
accruing after the purchase of the respective participations.




          (e) Upon the request of any US Participant, each US Issuing Lender shall furnish to such US
Participant copies of any standby US Letter of Credit issued by it and such other documentation as
may reasonably be requested by such US Participant.




          (f) The obligations of the US Participants to make payments to each US Issuing Lender with
respect to US Letters of Credit shall be irrevocable and not subject to any qualification or
exception whatsoever and shall be made in accordance with the terms and conditions of this
Agreement under all circumstances, including, without limitation, any of the following
circumstances:





     (i) any lack of validity or enforceability of this Agreement or any of the other Credit
Documents;




     (ii) the existence of any claim, setoff, defense or other right which US Company or any
of its Subsidiaries may have at any time against a beneficiary named in a US Letter of
Credit, any transferee of any US Letter of Credit (or any Person for whom any such
transferee may be acting), the Administrative Agent, any US Participant, or any other
Person, whether in connection with this Agreement, any US Letter of Credit, the transactions
contemplated herein or any unrelated transactions (including any underlying transaction
between US Company or any Subsidiary of US Company and the beneficiary named in any such US
Letter of Credit);




     (iii) any draft, certificate or any other document presented under any US 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;




     (iv) the surrender or impairment of any security for the performance or observance of
any of the terms of any of the Credit Documents; or




     (v) the occurrence of any Default or Event of Default.



                    3.08 UK Letter of Credit Participations. (a) Immediately upon the issuance by an UK
Issuing Lender of any UK Letter of Credit, such UK Issuing Lender shall be deemed to have sold and
transferred to each Lender, and each such Lender (in its capacity under this Section 3.08,
a “UK Participant”) shall be deemed irrevocably and unconditionally to have purchased and
received from such UK Issuing Lender, without recourse or warranty, an undivided interest and
participation, to the extent of such UK Participant’s RL Percentage, in such UK Letter of Credit,
each drawing or payment made thereunder and the obligations of the UK Borrowers under this
Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any
change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section
2.13, 2.15 or 13.04(b), it is hereby agreed that, with respect to all
outstanding UK Letters of Credit and Unpaid UK Drawings relating thereto, there shall be an
automatic adjustment to the participations pursuant to this Section 3.08 to reflect the new
RL Percentages of the assignor and assignee Lender, as the case may be.



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          (b) In determining whether to pay under any UK Letter of Credit, no UK Issuing Lender shall
have any obligation relative to the other Lenders other than to confirm that any documents required
to be delivered under such UK Letter of Credit appear to have been delivered and that they appear
to substantially comply on their face with the requirements of such UK Letter of Credit. Any
action taken or omitted to be taken by a UK Issuing Lender under or in connection with any UK
Letter of Credit issued by it shall not create for such UK Issuing Lender any resulting liability
to any UK Borrower, any other UK Credit Party, any Lender or any other Person unless such action is
taken or omitted to be taken with gross negligence or willful misconduct on the part of such UK
Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable
decision).




          (c) In the event that a UK Issuing Lender makes any payment under any UK Letter of Credit
issued by it and the UK Borrowers shall not have reimbursed such amount in full to such UK Issuing
Lender pursuant to Section 3.10(a), such UK Issuing Lender shall promptly notify the
Administrative Agent, which shall promptly notify each UK Participant of such failure, and each UK
Participant shall promptly and unconditionally pay to such UK Issuing Lender the amount of such UK
Participant’s RL Percentage of such unreimbursed payment in Pounds Sterling or Euros, as
applicable, in immediately available funds. If the Administrative Agent so notifies, prior to
12:00 Noon (London time) on any Business Day, any UK Participant required to fund a payment under a
UK Letter of Credit, such UK Participant shall make available to the respective UK Issuing Lender
in Pounds Sterling or Euros, as applicable, such UK Participant’s Percentage of the amount of such
payment on such Business Day in
immediately available funds. If and to the extent such UK Participant shall not have so made
its RL Percentage of the amount of such payment available to the respective UK Issuing Lender, such
UK Participant agrees to pay to such UK Issuing Lender, forthwith on demand such amount, together
with interest thereon, for each day from such date until the date such amount is paid to such UK
Issuing Lender interest rate applicable to Loans that are maintained as UK LIBOR Loans or EURIBOR
Loans, as applicable with an Interest Period of one-week for each day thereafter. The failure of
any UK Participant to make available to a UK Issuing Lender its Percentage of any payment under any
UK Letter of Credit issued by such UK Issuing Lender shall not relieve any other UK Participant of
its obligation hereunder to make available to such UK Issuing Lender its RL Percentage of any
payment under any UK Letter of Credit on the date required, as specified above, but no UK
Participant shall be responsible for the failure of any other UK Participant to make available to
such UK Issuing Lender such other UK Participant’s RL Percentage of any such payment.




          (d) Whenever a UK Issuing Lender receives a payment of a reimbursement obligation as to which
it has received any payments from the UK Participants pursuant to clause (c) above, such UK Issuing
Lender shall pay to each such UK Participant which has paid its RL Percentage thereof, in Pounds
Sterling or Euros, as applicable and in same day funds, an amount equal to such UK Participant’s
share (based upon the proportionate aggregate amount originally funded by such UK Participant to
the aggregate amount funded by all UK Participants) of the principal amount of such reimbursement
obligation and interest thereon accruing after the purchase of the respective participations.




          (e) Upon the request of any UK Participant, each UK Issuing Lender shall furnish to such UK
Participant copies of any standby UK Letter of Credit issued by it and such other documentation as
may reasonably be requested by such UK Participant.




          (f) The obligations of the UK Participants to make payments to each UK Issuing Lender with
respect to UK Letters of Credit shall be irrevocable and not subject to any qualification or
exception whatsoever and shall be made in accordance with the terms and conditions of this
Agreement under all circumstances, including, without limitation, any of the following
circumstances:




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     (i) any lack of validity or enforceability of this Agreement or any of the other Credit
Documents;




     (ii) the existence of any claim, setoff, defense or other right which US Company or any
of its Subsidiaries may have at any time against a beneficiary named in a UK Letter of
Credit, any transferee of any UK Letter of Credit (or any Person for whom any such
transferee may be acting), the Administrative Agent, any UK Participant, or any other
Person, whether in connection with this Agreement, any UK Letter of Credit, the transactions
contemplated herein or any unrelated transactions (including any underlying transaction
between US Company or any Subsidiary of US Company and the beneficiary named in any such UK
Letter of Credit);




     (iii) any draft, certificate or any other document presented under any UK 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;




     (iv) the surrender or impairment of any security for the performance or observance of
any of the terms of any of the Credit Documents; or




     (v) the occurrence of any Default or Event of Default.



                    3.09 Agreement to Repay US Letter of Credit Drawings. (a) Each US Borrower hereby jointly
and severally agrees to reimburse each US Issuing
Lender, by making payment to the Administrative Agent in Dollars in immediately available funds at
the Payment Office, for any payment or disbursement made by such US Issuing Lender under any US
Letter of Credit issued by it (each such amount, so paid until reimbursed by the respective US
Borrower, an “Unpaid US Drawing”), not later than one Business Day following receipt by the
respective US Borrower of notice of such payment or disbursement (provided that no such
notice shall be required to be given if a Default or an Event of Default under Section
11.08 shall have occurred and be continuing, in which case the Unpaid US Drawing shall be due
and payable immediately without presentment, demand, protest or notice of any kind (all of which
are hereby waived by the US Borrowers)), with interest on the amount so paid or disbursed by such
US Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York City time) on the
date of such payment or disbursement (or to the extent such Unpaid US Drawing is repaid with a US
Borrowing of US Revolving Loans constituting Base Rate Loans pursuant to (and to the extent
permitted by) clause (ii) of the proviso below), from and including the date paid or disbursed to
but excluding the date such US Issuing Lender was reimbursed by the respective US Borrower therefor
at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable
Margin as in effect from time to time for Loans that are maintained as Base Rate Loans;
provided, however, to the extent such amounts are not reimbursed prior to 12:00
Noon (New York City time) on the third Business Day following the receipt by the respective US
Borrower of notice of such payment or disbursement or following the occurrence of a Default or an
Event of Default under Section 11.08, interest shall thereafter accrue on the amounts so
paid or disbursed by such US Issuing Lender (and until reimbursed by the US Borrowers) at a rate
per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for
Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such
interest to be payable on demand. Each US Issuing Lender shall give the respective US Borrower
prompt written notice of each US Drawing under any US Letter of Credit issued by it;
provided that the failure to give any such notice shall in no way affect, impair or
diminish the US Borrowers’ obligations hereunder.



          (b) The joint and several obligations of the US Borrowers under this Section 3.09 to
reimburse each US Issuing Lender with respect to drafts, demands and other presentations for
payment under US Letters of Credit issued by it (each, a “US Drawing”) (including, in each
case, interest thereon)





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shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment which US Company, any US Borrower or
any Subsidiary of any US Borrower may have or have had against any Lender (including in its
capacity as a US Issuing Lender or as a US Participant), including, without limitation, any defense
based upon the failure of any drawing under a US Letter of Credit to conform to the terms of the US
Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such
US Drawing; provided, however, that no US Borrower shall be obligated to reimburse
any US Issuing Lender for any wrongful payment made by such US Issuing Lender under a US Letter of
Credit issued by it as a result of acts or omissions constituting willful misconduct or gross
negligence on the part of such US Issuing Lender (as determined by a court of competent
jurisdiction in a final and non-appealable decision).




                    3.10 Agreement to Repay UK Letter of Credit Drawings. (a) Each UK Borrower hereby jointly
and severally agrees to reimburse each UK Issuing Lender, by making payment to the Administrative
Agent in Pounds Sterling or Euros, as applicable in immediately available funds at the Payment
Office, for any payment or disbursement made by such UK Issuing Lender under any UK Letter of
Credit issued by it (each such amount, so paid until reimbursed by the respective UK Borrower, an
“Unpaid UK Drawing”), not later than one Business Day following receipt by the respective
UK Borrower of notice of such payment or disbursement (provided that no such notice shall
be required to be given if a Default or an Event of Default under Section 11.08 shall have
occurred and be continuing, in which case the Unpaid UK Drawing shall be due and payable
immediately
without presentment, demand, protest or notice of any kind (all of which are hereby waived by
the UK Borrowers)), with interest on the amount so paid or disbursed by such UK Issuing Lender, to
the extent not reimbursed prior to 12:00 Noon (London time) on the date of such payment or
disbursement (or to the extent such Unpaid UK Drawing is repaid with a UK Borrowing of UK Revolving
Loans pursuant to (and to the extent permitted by) clause (ii) of the proviso below), from and
including the date paid or disbursed to but excluding the date such UK Issuing Lender was
reimbursed by the respective UK Borrower therefor at a rate per annum equal to LIBOR or EURIBOR, as
applicable, for Loans with a one-week Interest Period as in effect from time to time plus the
Applicable Margin as in effect from time to time for UK Revolving Loans; provided,
however, to the extent such amounts are not reimbursed prior to 12:00 Noon (London time) on
the third Business Day following the receipt by the respective UK Borrower of notice of such
payment or disbursement or following the occurrence of a Default or an Event of Default under
Section 11.08, interest shall thereafter accrue on the amounts so paid or disbursed by such
UK Issuing Lender (and until reimbursed by the UK Borrowers) at a rate per annum equal to LIBOR or
EURIBOR, as applicable, for Loans with a one-week Interest Period as in effect from time to time
plus the Applicable Margin for Loans that are maintained as UK Revolving Loans as in effect from
time to time plus 2%, with such interest to be payable on demand. Each UK Issuing Lender shall
give the respective UK Borrower prompt written notice of each UK Drawing under any UK Letter of
Credit issued by it; provided that the failure to give any such notice shall in no way
affect, impair or diminish the UK Borrowers’ obligations hereunder.



          (b) The joint and several obligations of the UK Borrowers under this Section 3.10 to
reimburse each UK Issuing Lender with respect to drafts, demands and other presentations for
payment under UK Letters of Credit issued by it (each, a “UK Drawing”) (including, in each
case, interest thereon) shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment which US Company, any UK Borrower or
any Subsidiary of US Company may have or have had against any Lender (including in its capacity as
a UK Issuing Lender or as a UK Participant), including, without limitation, any defense based upon
the failure of any drawing under a UK Letter of Credit to conform to the terms of the UK Letter of
Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such UK
Drawing; provided, however, that no UK Borrower shall be obligated to reimburse any
UK Issuing Lender for any wrongful payment made by such UK Issuing Lender under a UK Letter of
Credit issued by it as a result of acts or omissions constituting




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willful misconduct or gross
negligence on the part of such UK Issuing Lender (as determined by a court of competent
jurisdiction in a final and non-appealable decision).




                    3.11 Increased Costs – US Letters of Credit. If at any time after the Effective Date, the
introduction of or any change in any Applicable Law, rule, regulation, order, guideline or request
or in the interpretation or administration thereof by the NAIC or any Governmental Authority
charged with the interpretation or administration thereof, or compliance by any US Issuing Lender
or any US Participant with any request or directive by the NAIC or by any such Governmental
Authority (whether or not having the force of law), shall either (a) impose, modify or make
applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit
issued by any US Issuing Lender or participated in by any US Participant, or (b) impose on any US
Issuing Lender or any US Participant any other conditions relating, directly or indirectly, to this
Agreement or any US Letter of Credit; and the result of any of the foregoing is to increase the
cost to any US Issuing Lender or any US Participant of issuing, maintaining or participating in any
US Letter of Credit, or reduce the amount of any sum received or receivable by any US Issuing
Lender or any US Participant hereunder or reduce the rate of return on its capital with respect to
US Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the
net income or net profits of such US Issuing Lender or such US Participant pursuant to the laws of
the jurisdiction in which it is organized or in which its principal office or applicable lending
office is located or any subdivision thereof
or therein), then, upon the delivery of the certificate referred to below to the US Company by
any US Issuing Lender or any US Participant (a copy of which certificate shall be sent by such US
Issuing Lender or such US Participant to the Administrative Agent), the US Borrowers jointly and
severally agree to pay to such US Issuing Lender or such US Participant such additional amount or
amounts as will compensate such US Issuing Lender or such US Participant for such increased cost or
reduction in the amount receivable or reduction on the rate of return on its capital. Any US
Issuing Lender or any US Participant, upon determining that any additional amounts will be payable
to it pursuant to this Section 3.11, will give prompt written notice thereof to the US
Company, which notice shall include a certificate submitted to the US Company by such US Issuing
Lender or such US Participant (a copy of which certificate shall be sent by such US Issuing Lender
or such US Participant to the Administrative Agent), setting forth in reasonable detail the basis
for the calculation of such additional amount or amounts necessary to compensate such US Issuing
Lender or such US Participant. The certificate required to be delivered pursuant to this
Section 3.11 shall, absent manifest error, be final and conclusive and binding on the US
Borrowers.



                    3.12 Increased Costs – UK Letters of Credit. If at any time after the Effective Date, the
introduction of or any change in any Applicable Law, rule, regulation, order, guideline or request
or in the interpretation or administration thereof by the NAIC or any Governmental Authority
charged with the interpretation or administration thereof, or compliance by any UK Issuing Lender
or any UK Participant with any request or directive by the NAIC or by any such Governmental
Authority (whether or not having the force of law), shall either (a) impose, modify or make
applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit
issued by any UK Issuing Lender or participated in by any UK Participant, or (b) impose on any UK
Issuing Lender or any UK Participant any other conditions relating, directly or indirectly, to this
Agreement or any UK Letter of Credit; and the result of any of the foregoing is to increase the
cost to any UK Issuing Lender or any UK Participant of issuing, maintaining or participating in any
UK Letter of Credit, or reduce the amount of any sum received or receivable by any UK Issuing
Lender or any UK Participant hereunder or reduce the rate of return on its capital with respect to
UK Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the
net income or net profits of such UK Issuing Lender or such UK Participant pursuant to the laws of
the jurisdiction in which it is organized or in which its principal office or applicable lending
office is located or any subdivision thereof or therein), then, upon the delivery of the
certificate referred to below to the US Company or UK Company by any UK Issuing Lender or any UK
Participant (a copy of which certificate shall be sent by such UK Issuing Lender or such UK
Participant to



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the Administrative Agent), the UK Borrowers jointly and severally agree to pay to
such UK Issuing Lender or such UK Participant such additional amount or amounts as will compensate
such UK Issuing Lender or such UK Participant for such increased cost or reduction in the amount
receivable or reduction on the rate of return on its capital. Any UK Issuing Lender or any UK
Participant, upon determining that any additional amounts will be payable to it pursuant to this
Section 3.12, will give prompt written notice thereof to the US Company, which notice shall
include a certificate submitted to the US Company by such UK Issuing Lender or such UK Participant
(a copy of which certificate shall be sent by such UK Issuing Lender or such UK Participant to
the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such
additional amount or amounts necessary to compensate such UK Issuing Lender or such UK Participant.
The certificate required to be delivered pursuant to this Section 3.12 shall, absent
manifest error, be final and conclusive and binding on the UK Borrowers.




          SECTION 4. Commitment Commission; Fees; Reductions of Commitment.




                    4.01 Fees. (a) The US Borrowers jointly and severally agree to pay to the Administrative Agent for
distribution to each Lender a commitment commission (the “Commitment Commission”) for the
period from and including the Effective Date to and including the Final Maturity Date (or such
earlier date on which the Total Revolving Loan Commitment has been terminated) computed at a rate
per annum equal to the Applicable Commitment Commission Percentage of the Unutilized Revolving Loan
Commitment of such Lender as in effect from time to time. Accrued Commitment Commission shall be
due and payable quarterly in arrears on each Quarterly Payment Date and on the date upon which the
Total Revolving Loan Commitment is terminated.



          (b) The US Borrowers jointly and severally agree to pay to the Administrative Agent for
distribution to each Lender (based on each such Lender’s respective RL Percentage) a fee in respect
of each US Letter of Credit (the “US Letter of Credit Fee”) for the period from and
including the date of issuance of such US Letter of Credit to and including the date of termination
or expiration of such US Letter of Credit, computed at a rate per annum equal to the Applicable
Margin as in effect from time to time during such period with respect to US Revolving Loans that
are maintained as LIBOR Loans on the daily Stated Amount of each such US Letter of Credit. The
Borrowers jointly and severally agree to pay to the Administrative Agent for distribution to each
Lender (based on each such Lender’s respective RL Percentage) a fee in respect of each UK Letter of
Credit (the “UK Letter of Credit Fee”) for the period from and including the date of
issuance of such UK Letter of Credit to and including the date of termination or expiration of such
UK Letter of Credit, computed at a rate per annum equal to the Applicable Margin as in effect from
time to time during such period with respect to LIBOR Loans or EURIBOR Loans on the daily Stated
Amount of each such UK Letter of Credit. The UK Letter of Credit Fee shall be payable in Pounds
Sterling or Euros, as applicable, or at the request of the Administrative Agent, Dollars, with the
applicable exchange rate calculated in a manner acceptable to the Administrative Agent. Accrued
Letter of Credit Fees shall be due and payable quarterly in arrears on the first day of each fiscal
quarter hereafter and on the first day on or after the termination of the Total Revolving Loan
Commitment upon which no Letters of Credit remain outstanding.




          (c) The US Borrowers jointly and severally agree to pay to each US Issuing Lender, for its own
account, a facing fee in respect of each US Letter of Credit issued by such Issuing Lender and the
Borrowers jointly and severally agree to pay to each UK Issuing Lender, for its own account, a
facing fee in respect of each UK Letter of Credit issued by such Issuing Lender (in each case, the
“Facing Fee”) for the period from and including the date of issuance of such Letter of
Credit to and including the date of termination or expiration of such Letter of Credit, equal to
the greater of (i) $500.00 or the Equivalent Amount thereof and (ii) 0.125% per annum on the daily
Stated Amount of such Letter of Credit. Accrued Facing Fees shall be due and payable monthly in
arrears on the first day of each month hereafter and upon




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the first day on or after the termination
of the Total Revolving Loan Commitment, upon which no Letters of Credit remain outstanding.




          (d) The US Borrowers jointly and severally agree to pay to each US Issuing Lender, for its own
account, upon each payment under, issuance of, or amendment to, any US Letter of Credit issued by
it, such amount as shall at the time of such event be the administrative charge and the reasonable
expenses which such US Issuing Lender is generally imposing in connection with such occurrence with
respect to letters of credit. The Borrowers jointly and severally agree to pay to each UK Issuing
Lender, for its own account, upon each payment under, issuance of, or amendment to, any UK Letter
of Credit issued by it, such amount as shall at the time of such event be the administrative charge
and the reasonable expenses which such UK Issuing Lender is generally imposing in connection with
such occurrence with respect to letters of credit.




          (e) The US Borrowers jointly and severally agree to pay to the Administrative Agent such fees
as may have been, or are hereafter, agreed to in writing from time to time by US Company or
any of its Domestic Subsidiaries and the Administrative Agent. The Borrowers jointly and
severally agree to pay to the Administrative Agent such fees as may have been, or are hereafter,
agreed to in writing from time to time by UK Company or any of the Foreign Subsidiaries and the
Administrative Agent.




                    4.02 Voluntary Termination of Unutilized Commitments. (a) Upon at least three Business
Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Lenders), the US Company shall have the
right, at any time or from time to time, without premium or penalty to terminate the Total
Unutilized Revolving Loan Commitment in whole, or reduce it in part, pursuant to this Section
4.02(a), in an integral multiple of $1,000,000 in the case of partial reductions to the Total
Unutilized Revolving Loan Commitment; provided that each such reduction shall apply
proportionately to permanently reduce the Revolving Loan Commitment of each Lender.



          (b) In the event of certain refusals by a Lender to consent to certain proposed changes,
waivers, discharges or terminations with respect to this Agreement which have been approved by the
Required Lenders as (and to the extent) provided in Section 13.12(b), the US Company shall
have the right, subject to obtaining the consents required by Section 13.12(b), upon five
Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice
the Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire
Revolving Loan Commitment of such Lender, so long as all Loans, together with accrued and unpaid
interest, Fees and all other amounts, owing to such Lender (including all amounts, if any, owing
pursuant to Section 2.11) are repaid concurrently with the effectiveness of such
termination (at which time Schedule 1.01(a) shall be deemed modified to reflect such
changed amounts) and such Lender’s RL Percentage of all outstanding Letters of Credit is cash
collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing
Lenders, and at such time such Lender shall no longer constitute a “Lender” for purposes of this
Agreement, except with respect to indemnifications under this Agreement (including, without
limitation, Sections 2.10, 2.11, 3.06, 5.04, 5.05,
12.06, 13.01 and 13.06), which shall survive as to such repaid Lender.




                    4.03 Mandatory Reduction of Commitments. (a) The Total Revolving Loan Commitment (and the
Revolving Loan Commitment of each Lender) shall terminate in its entirety on June 27, 2008, unless
the Initial Borrowing Date has occurred on or prior to such date.




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          (b) In addition to any other mandatory commitment reductions pursuant to this Section
4.03, the Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Lender)
shall terminate in its entirety on the Final Maturity Date.




          SECTION 5. Prepayments; Payments; Taxes. 




                    5.01 Voluntary Prepayments. (a) Each Borrower shall have the right to prepay the Loans,
without premium or penalty, in whole or in part at any time and from time to time on the following
terms and conditions: (i) such Borrower shall give the Administrative Agent prior to 11:00 A.M.
(New York City time) at the Notice Office (A) at least one Business Day’s prior written notice (or
telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same
day notice in the case of a prepayment of Swingline Loans) and (B) at least three Business Days’
prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay
LIBOR Loans or EURIBOR Loans, which notice (in each case) shall specify whether Revolving Loans or
Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be
prepaid and, in the case of LIBOR Loans or EURIBOR Loans, the specific Borrowing or Borrowings
pursuant to which such LIBOR Loans or EURIBOR Loans were made, and which notice the Administrative
Agent shall, promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of
Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount
of at least $500,000, £500,000 or €500,000, as applicable (or such lesser amount as is acceptable
to the Administrative Agent) and (y) each partial prepayment of Swingline Loans pursuant to this
Section 5.01(a) shall be in an aggregate principal amount of at least $100,000, £100,000 or
€100,000, as applicable (or such lesser amount as is acceptable to the Administrative Agent in any
given case); provided that if any partial prepayment of US LIBOR Loans made pursuant to any
Borrowing shall reduce the outstanding principal amount of US LIBOR Loans made pursuant to such
Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such
Borrowing may not be continued as a Borrowing of US LIBOR Loans (and same shall automatically be
converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect
thereto given by such Borrower shall have no force or effect, and if any partial prepayment of UK
Revolving Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of UK
Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount
applicable thereto, then such Borrowing shall automatically be converted into a Borrowing of UK
Revolving Loans with an Interest Period of one week; (iii) each prepayment pursuant to this
Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro
rata among such Loans; provided that at such Borrower’s election in connection with any
prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not,
so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a
Defaulting Lender; and (iv) the respective Borrower shall pay all compensation due with respect to
such prepayment specified in Section 2.11 concurrently with such prepayment.



          (b) In the event of certain refusals by a Lender to consent to certain proposed changes,
waivers, discharges or terminations with respect to this Agreement which have been approved by the
Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrowers may,
upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office
(which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all
Loans of such Lender, together with accrued and unpaid interest, Fees and all other amounts then
owing to such Lender (including all amounts, if any, owing pursuant to Section 2.11) in
accordance with, and subject to the requirements of Section 13.12(b), so long as (i) in the
case of the repayment of Revolving Loans of any Lender pursuant to this clause (b), (A) the
Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to
Section 4.02(b) (at which time Schedule 1.01(a) shall be deemed modified to reflect
the changed Revolving Loan Commitments) and (B) such Lender’s RL
Percentage of all outstanding Letters of Credit is cash collateralized in a manner
satisfactory to the




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Administrative Agent and the respective Issuing Lenders and (ii) the consents,
if any, required by Section 13.12(b) in connection with the repayment pursuant to this
clause (b) shall have been obtained.




                    5.02 Mandatory Repayments; Cash Collateralization. (a) (i) On any day on which the
Aggregate US Exposure exceeds (A) the US Borrowing Base at such time (based on the Borrowing Base
Certificate last delivered) (other than during an Agent Advance Period) and/or (B) the US Maximum
Amount at such time, then in each case, the US Borrowers jointly and severally shall repay on such
day the principal of US Swingline Loans and, after all US Swingline Loans have been repaid in full
or if no US Swingline Loans are outstanding, US Revolving Loans in an amount equal to such excess.
If, after giving effect to the repayment of all outstanding US Swingline Loans and US Revolving
Loans, the aggregate amount of the US Letter of Credit Outstandings exceeds (A) the US Borrowing
Base at such time (based on the Borrowing Base Certificate last delivered) and/or (B) the US
Maximum Amount at the time, then in each case, the US Borrowers jointly and severally shall pay to
the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash
Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents to be held as
security for all US Obligations of the US Borrowers to each applicable US Issuing Lender and the
Lenders hereunder in a cash collateral account to be established by, and under the sole dominion
and control of, the Administrative Agent. Any such prepayment under this Section
5.02(a)(i) shall be applied to reduce the outstanding principal balance of the US Revolving
Loans, but shall not permanently reduce the Revolving Loan Commitments;



          (ii) On any day on which the aggregate amount of the US Letter of Credit Outstandings exceeds
the Maximum US Letter of Credit Amount, the US Borrowers jointly and severally shall pay to the
Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents
equal to the amount of such excess, such cash and/or Cash Equivalents to be held as security for
all US Obligations of the US Borrowers to each applicable US Issuing Lender and the Lenders
hereunder in a cash collateral account to be established by, and under the sole dominion and
control of, the Administrative Agent;




          (iii) On any day (including on any date on which Equivalent Amounts are determined pursuant to
Section 2.17) on which the Aggregate UK Exposure exceeds (A) the UK Borrowing Base at such
time (based on the Borrowing Base Certificate last delivered) (other than during an Agent Advance
Period) and/or (B) the UK Maximum Amount at such time, then in each case, the Borrowers jointly and
severally shall repay on such day the principal of UK Swingline Loans and, after all UK Swingline
Loans have been repaid in full or if no UK Swingline Loans are outstanding, UK Revolving Loans in
an amount equal to such excess. If, after giving effect to the repayment of all outstanding UK
Swingline Loans and UK Revolving Loans, the aggregate amount of the UK Letter of Credit
Outstandings exceeds (A) the UK Borrowing Base at such time (based on the Borrowing Base
Certificate last delivered) and/or (B) the UK Maximum Amount at the time, then in each case, the
Borrowers jointly and severally shall pay to the Administrative Agent at the Payment Office on such
day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or
Cash Equivalents to be held as security for all UK Obligations of the UK Borrowers to each
applicable UK Issuing Lender and the Lenders hereunder in a cash collateral account to be
established by, and under the sole dominion and control of, the Administrative Agent. Any such
prepayment under this Section 5.02(a)(iii) shall be applied to reduce the outstanding
principal balance of the UK Revolving Loans, but shall not permanently reduce the Revolving Loan
Commitments;




          (iv) On any day (including on any date on which Equivalent Amounts are determined pursuant to
Section 2.17) on which the aggregate amount of the UK Letter of Credit Outstandings exceeds
the Maximum UK Letter of Credit Amount, the UK Borrowers jointly and severally shall pay to
the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash
Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents to be held as
security for all UK




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Obligations of the UK Borrowers to each applicable UK Issuing Lender and the
Lenders hereunder in a cash collateral account to be established by, and under the sole dominion
and control of, the Administrative Agent;




          (b) (i) If US Company or any Domestic Subsidiary issues any additional Indebtedness (other
than intercompany Indebtedness) or obtains proceeds from any capital contributions or the issuance
of any Equity Interests, US Company shall pay to Administrative Agent for the ratable benefit of
Lenders, when and as received by any US Borrower or Domestic Subsidiary thereof and as a mandatory
prepayment of the US Obligations, or if none are outstanding, the UK Obligations, a sum equal to
100% of the net cash proceeds to US Company or such Domestic Subsidiary of the issuance of such
Indebtedness or Equity Interest or capital contribution. Any such prepayment shall be applied to
reduce the outstanding principal balance of the US Revolving Loans, or if none are outstanding, the
UK Revolving Loans, but shall not permanently reduce the Revolving Loan Commitments or the UK
Revolving Loan Commitments; and (ii) if UK Company or any other UK Subsidiary issues any additional
Indebtedness (other than intercompany Indebtedness) or obtains proceeds from any capital
contributions or the issuance any Equity Interests in a manner permitted under this Agreement, UK
Company shall pay to Administrative Agent for the ratable benefit of Lenders, when and as received
by any UK Borrower or other UK Subsidiary thereof and as a mandatory prepayment of the UK
Obligations, a sum equal to 100% of the net cash proceeds to UK Company or such other UK Subsidiary
of the issuance of such Indebtedness or Equity Interest or capital contribution. Any such
prepayment shall be applied to reduce the outstanding principal balance of the UK Revolving Loans,
but shall not permanently reduce the UK Revolving Loan Commitments. If the proceeds of the
issuance of Securities are to be used to redeem or repurchase Senior Notes in accordance with
Section 10.04 hereof, such proceeds shall be paid to Administrative Agent for application
to the Revolving Loans but, subject to the terms of this Agreement, may be reborrowed for such
redemption or repurchase.




          (c) (i) Except as provided in Section 10.03(i), (iv) or (ix) if US Company or any of
its Domestic Subsidiaries sells or otherwise disposes of any of its Equipment or Real Property or
other Collateral or assets, or if a Casualty Loss occurs with respect to any of the Collateral, US
Company shall, unless otherwise agreed by the Required Lenders, pay to Administrative Agent for the
ratable benefit of Lenders as and when received by US Company or such Domestic Subsidiary and as a
mandatory prepayment of the Loans, as herein provided, a sum equal to the proceeds (including
insurance payments and condemnation awards but net of costs and taxes incurred in connection with
such sale or event) (“Sale Proceeds”) received by US Company or such Domestic Subsidiary
from such sale or Casualty Loss. The applicable prepayment shall be applied to reduce the
outstanding principal balance of the US Revolving Loans, or if none are outstanding, the UK
Revolving Loans, but, except as provided below, shall not permanently reduce the Revolving Loan
Commitments or the UK Revolving Loan Commitments; provided that any sale or Casualty Loss
of Inventory, Equipment or Eligible Real Property by a US Credit Party shall reduce the US
Borrowing Base to the extent of such applicable Property’s contribution to the US Borrowing Base.
Such reduction shall be effective on the date of consummation of the sale or receipt of proceeds of
a Casualty Loss. If US Borrower and its Domestic Subsidiaries do not reinvest the proceeds of any
sales or other dispositions of assets within 364 days after receipt of such proceeds in assets used
in their business and would be required to make a “Net Proceeds Offer” (as defined in any Senior
Note Indenture), then the Revolving Loan Commitments shall be automatically permanently reduced by
an amount equal to the uninvested portion of such proceeds on the 364th day after
receipt of such proceeds.




               (ii) If US Company or any of its Domestic Subsidiaries sells or otherwise
disposes of any of its Equipment or Real Property or other Collateral or assets pursuant to
Section 10.03 (ix) or US Company or any of its Domestic Subsidiaries or the LKE Qualified
Intermediary otherwise receives any LKE Proceeds, US Company shall, unless otherwise agreed by the
Required Lenders, pay to



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Administrative Agent for the ratable benefit of Lenders as and when
received by US Company or such Domestic Subsidiary or the LKE Qualified Intermediary and as a
mandatory prepayment of the Loans, as herein provided, the Sale Proceeds received by US Company or
such Domestic Subsidiary or the LKE Qualified Intermediary from such sale; provided that
solely in the event that the LKE Qualified Intermediary shall have received and retained (pending
any permitted reinvestment described below) in the LKE Joint Account any LKE Proceeds (in an
aggregate amount not to exceed at any time $25,000,000) in accordance with any LKE Master Exchange
Agreement, no such prepayment shall be required (A) for the period commencing on the date of the
applicable sale and ending on the earliest of (I) 180 days thereafter, (II) an Event of Default and
(III) the commencement of a Compliance Period (such period, the “LKE Period”) and (B) with
respect to all or a portion of such LKE Proceeds if and only to the extent that such LKE Proceeds
are used within the applicable LKE Period to acquire assets in accordance with a LKE Transaction;
provided further that it is expressly understood and agreed that such prepayment shall be
required with respect to any such LKE Proceeds that cause (or, if so deposited in the LKE Joint
Account, would cause) the aggregate amount of funds deposited in the LKE Joint Account to exceed at
any time $25,000,000. The applicable prepayment shall be applied to reduce the outstanding
principal balance of the US Revolving Loans, or if none are outstanding, the UK Revolving Loans,
but, except as provided below, shall not permanently reduce the Revolving Loan Commitments or the
UK Revolving Loan Commitments; provided that any sale of Inventory, Equipment or Eligible
Real Property by a US Credit Party shall reduce the US Borrowing Base to the extent of such
applicable Property’s contribution to the US Borrowing Base. Such reduction shall be effective on
the date of consummation of the sale or receipt of proceeds of a Casualty Loss. If US Borrower and
its Domestic Subsidiaries do not reinvest the proceeds of any sales or other dispositions of such
assets within 364 days after receipt of such proceeds in assets used in their business and would be
required to make a “Net Proceeds Offer” (as defined in any Senior Note Indenture), then the
Revolving Loan Commitments shall be automatically permanently reduced by an amount equal to the
uninvested portion of such proceeds on the 364th day after receipt of such proceeds.



               (iii) Except as provided in Section 10.03(i) or (iv), if UK Company or any other UK
Subsidiary sells or otherwise disposes of any of its Equipment or Real Property or other Collateral
or assets, or if a Casualty Loss occurs with respect to any of the Collateral, UK Company shall,
unless otherwise agreed by the Required Lenders, pay to Administrative Agent for the ratable
benefit of Lenders as and when received by UK Company or such other UK Subsidiary and as a
mandatory prepayment of the UK Revolving Loans, as herein provided, a sum equal to the Sale
Proceeds received by UK Company or such UK Subsidiary from such sale or Casualty Loss. The
applicable prepayment shall be applied to reduce the outstanding principal balance of the UK
Revolving Loans, but, except as provided below, shall not permanently reduce the Revolving Loan
Commitments or the UK Revolving Loan Commitments; provided that any sale or Casualty Loss
of Inventory or Equipment by a UK Borrowing Base Party shall reduce the UK Borrowing Base to the
extent of such applicable Property’s contribution to the UK Borrowing Base. Such reduction shall
be effective on the date of consummation of the sale or receipt of proceeds of a Casualty Loss. If
UK Borrower and/or the other UK Subsidiaries do not reinvest the proceeds of any sales or other
dispositions of assets within 364 days after receipt of such proceeds in assets used in their
business and would be required to make a “Net Proceeds Offer” (as defined in any Senior Note
Indenture), then the UK Revolving Loan Commitments shall be automatically permanently reduced by an
amount equal to the uninvested portion of such proceeds on the 364th day after receipt
of such proceeds.



          (d) With respect to each repayment of Loans required by this Section 5.02, the
Borrowers may designate the Types of Loans which are to be repaid and, in the case of LIBOR Loans
or
EURIBOR Loans, the specific Borrowing or Borrowings pursuant to which such LIBOR Loans or
EURIBOR Loans were made; provided that: (i) repayments of LIBOR Loans or EURIBOR Loans
pursuant to this Section 5.02 made on a day other than the last day of an Interest Period
applicable thereto




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shall be subject to Section 2.11; (ii) if any repayment of LIBOR Loans
or EURIBOR Loans made pursuant to a single US Borrowing shall reduce the outstanding LIBOR Loans or
EURIBOR Loans made pursuant to such US Borrowing to an amount less than the Minimum Borrowing
Amount applicable thereto, such US Borrowing shall be automatically converted into a Borrowing of
Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be
applied pro rata among the Lenders holding such Loans. In the absence of a designation by a
Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the
above, make such designation in its sole discretion.




          (e) In addition to any other mandatory repayments pursuant to this Section 5.02, (i)
all then outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date and (ii)
all then outstanding Revolving Loans shall be repaid in full on the Final Maturity Date.




          (f) In addition to any other mandatory repayments pursuant to this Section 5.02, each
Swingline Loan will be repaid (for the avoidance of doubt, such repayment may be made with proceeds
from Revolving Loans) no later than the seventh day following the incurrence thereof;
provided that, if the seventh day is not a Business Day, such repayment shall be made on
the next succeeding Business Day.




                    5.03 Method and Place of Payment. (a) Except as otherwise specifically provided herein,
all payments under this Agreement and under any Note shall be made to the Administrative Agent for
the account of the Lender or Lenders entitled thereto not later than 12:00 Noon (New York City
time) on the date when due and shall be made, with respect to US Obligations, in US Dollars, and
with respect to UK Obligations, in Pounds Sterling or Euros, as applicable, in immediately
available funds at the Payment Office. Whenever any payment to be made hereunder or under any Note
shall be stated to be due on a day which is not a Business Day, the due date thereof shall be
extended to the next succeeding Business Day and, with respect to payments of principal, interest
shall be payable at the applicable rate during such extension.



          (b) Each US Credit Party shall, along with the Collateral Agent and certain financial
institutions selected by US Company and approved by the Administrative Agent (the “Collection
Banks”), enter into on or prior to the Initial Borrowing Date (as such date may be extended
from time to time by the Administrative Agent in its sole discretion) and thereafter maintain
separate Cash Management Control Agreements. Each US Credit Party shall instruct all Account
Debtors of such US Credit Party, as the case may be, to remit all payments to the applicable “P.O.
Boxes”, “Lockbox Addresses” or a sub-account of the Collection Account of the applicable Collection
Bank with respect to all Accounts of such Account Debtor, which remittances shall be collected by
the applicable Collection Bank and deposited in the applicable Collection Account. All amounts
received by any US Credit Party and any Collection Bank in respect of any Account, in addition to
all other cash received from any other source, shall upon receipt be deposited into a Collection
Account or directly into the Concentration Account.




          (c) All amounts held in all of the Collection Accounts, Disbursement Accounts, Designated
Petty Cash Accounts, Designated Payroll Accounts and LKE Joint Accounts with respect to each US
Credit Party shall be wired by the close of business on each Business Day into one or more
concentration accounts with the Collateral Agent and/or one or more other institutions reasonably
acceptable to the Administrative Agent (each, a “Concentration Account”) unless such
amounts are
otherwise required or permitted to be applied pursuant to Section 5.02;
provided, however, (x) so long as no Default and no Event of Default then exists, a
balance of up to $4,000,000 in the aggregate may be maintained in all Disbursement Accounts,
Designated Petty Cash Accounts and Designated Payroll Accounts and (y) so long as no Default and no
Event of Default and no Compliance Period then exists,




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the LKE Qualified Intermediary may retain
during any applicable LKE Period in any LKE Joint Account any LKE Proceeds not required by Section
5.02(c)(ii) to be used to prepay the US Revolving Loans. Except as, and to the extent, provided in
the proviso to the immediately preceding sentence, all of the Collection Accounts, Disbursement
Accounts, Designated Petty Cash Accounts and Designated Payroll Accounts shall be “zero” balance
accounts. So long as no Event of Default or Compliance Period then exists, the US Credit Parties
shall be permitted to transfer cash from the Concentration Accounts to the Disbursement Accounts,
the Designated Petty Cash Accounts and the Designated Payroll Accounts to be used for working
capital and general corporate purposes, all subject to the requirements of this Section
5.03(c) and pursuant to procedures and arrangements to be determined by the Administrative
Agent. So long as no Default or Event of Default or Compliance Period then exists, the US Credit
Parties and the LKE Qualified Intermediary shall be permitted to transfer cash from the LKE Joint
Accounts to be used to acquire assets in accordance with a LKE Transaction, subject to the
requirements of this Section 5.03(c) and pursuant to procedures and arrangements to be
determined by the Administrative Agent. If an Event of Default or Compliance Period exists, all
collected amounts held in the Concentration Accounts shall be applied as provided in Section
5.03(d).




          (d) During the continuance of a Compliance Period or an Event of Default, all collected
amounts held in the Concentration Accounts shall be distributed and applied on a daily basis in the
following order (in each case, to the extent the Administrative Agent has actual knowledge of the
amounts owing or outstanding as described below and after giving effect to the application of any
such amounts otherwise required to be applied pursuant to Section 5.02(b), (c) or
(d) constituting proceeds from any Collateral otherwise required to be applied pursuant to
the terms of the respective Security Document):





          (i) first, to the payment (on a ratable basis) of any outstanding Expenses
actually due and payable to the Administrative Agent and/or the Collateral Agent under any
of the Credit Documents and to repay or prepay outstanding Loans advanced by the
Administrative Agent on behalf of the Lenders pursuant to Sections 2.01(h) and 2.04(c);




          (ii) second, to the extent all amounts referred to in preceding clause (i) have
been paid in full, to pay (on a ratable basis) all outstanding Expenses actually due and
payable to each Issuing Lender under any of the Credit Documents and to repay all
outstanding Unpaid US Drawings and Unpaid UK Drawings and all interest thereon;




          (iii) third, to the extent all amounts referred to in preceding clauses (i) and
(ii) have been paid in full, to pay (on a ratable basis) all accrued and unpaid interest
actually due and payable on the Loans and all accrued and unpaid Fees actually due and
payable to the Administrative Agent, the Issuing Lenders and the Lenders under any of the
Credit Documents;




          (iv) fourth, to the extent all amounts referred to in preceding clauses (i)
through (iii), inclusive, have been paid in full, to repay the outstanding principal of
Revolving Loans (whether or not then due and payable) and the Qualified Swap Termination
Value under Qualified Derivative Obligations, ratably among the Lenders and the
counterparties holding any such Qualified Derivative Obligations, in proportion to the
respective amounts described in this clause (iv) held by them; and




          (v) fifth, to the extent all amounts referred to in preceding clauses (i)
through (iv), inclusive, have been paid in full, to pay (on a ratable basis) all other
outstanding Obligations then due and payable to the Administrative Agent, the Collateral
Agent, the Lenders and the other holders thereof, under any of the Credit Documents or
otherwise (including, without limitation, the Swap Termination Value of any Qualified
Derivative Obligations (to the extent not paid



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          pursuant to clause (iv) above) and any
Banking Product Obligations).



          (e) Each UK Subsidiary shall have entered into a cash management system in form and substance
satisfactory to the Administrative Agent, including as required under clauses 4.1 and 10 of the UK
Debenture.




          (f) Without limiting the provisions set forth in Section 13.15, the Administrative
Agent shall maintain accounts on its books in the name of each Borrower (collectively, the
“Credit Account”) in which each Borrower will be charged with all loans and advances made
by the Lenders to the respective Borrower for the respective Borrower’s account, including the
Loans, the Letter of Credit Outstandings, and the Fees, Expenses and any other Obligations relating
thereto. Each Borrower will be credited, in accordance with this Section 5.03, with all
amounts received by the Lenders from such Borrower or from others for its account, including, as
set forth above, all amounts received by the Administrative Agent and applied to the Obligations.
In no event shall prior recourse to any Accounts or other Collateral be a prerequisite to the
Administrative Agent’s right to demand payment of any Obligation upon its maturity. Further, the
Administrative Agent shall have no obligation whatsoever to perform in any respect any of the
Borrowers’ or Guarantors’ contracts or obligations relating to the Accounts.




                    5.04 Net Payments — US Borrowers. (a) All payments made by or on behalf of the US
Borrowers hereunder and under any Note will be made without setoff, counterclaim or other defense.
All such payments will be made free and clear of, and without deduction or withholding for, any
present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever
nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing
authority thereof or therein with respect to such payments (but excluding, except as provided in
the second succeeding sentence, (i) any tax imposed on or measured by the net income or profits
(including branch profits taxes) and franchise or similar taxes imposed in lieu of income taxes of
a Lender that holds US Obligations pursuant to the laws of the jurisdiction in which it is
organized or the jurisdiction in which the principal office or applicable lending office of such
Lender is located or any subdivision thereof or therein, and (ii) in the case of a Non-U.S. Lender
that holds US Obligations (other than an assignee pursuant to a request by a Borrower under
Section 2.13), any withholding tax that is imposed on amounts payable to such Non-U.S.
Lender at the time such Non-U.S. Lender becomes a party hereto or is attributable to such Non-U.S.
Lender’s failure (other than as a result of a Change in Law) to comply with Section
5.04(b)) and all interest, penalties or similar liabilities with respect to such non-excluded
taxes, levies, imposts, duties, fees, assessments or other charges or withholding of a similar
nature (including any penalty or interest payable in connection with any failure to pay or any
delay in paying any of the same)(all such non-excluded taxes, levies, imposts, duties, fees,
assessments or other charges or withholding of a similar nature (including any penalty or interest
payable in connection with any failure to pay or any delay in paying any of the same) being
referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the US
Borrowers jointly and severally agree to pay the full amount of such Taxes, and such additional
amounts as may be necessary so that every payment of all amounts due under this Agreement or under
any Note, after withholding or deduction for or on account of any Taxes, will not be less than the
amount provided for herein or in such Note. If any amounts are payable in respect of Taxes
pursuant to the preceding sentence, the US Borrowers jointly and severally agree to reimburse each
Lender that holds US Obligations, upon the written request of such Lender, for taxes imposed on or
measured by the net income or profits (including
branch profits taxes) and franchise or similar taxes imposed in lieu of income taxes of such
Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the
principal office or applicable lending office of such Lender is located or under the laws of any
political subdivision or taxing authority of any such jurisdiction in which such Lender is
organized or in which the principal office or applicable lending office of such Lender is located
and for any withholding of taxes as such Lender shall determine are payable by, or withheld from,
such



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Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the
preceding sentence and in respect of any amounts paid to or on behalf
of such Lender pursuant to
this sentence. The US Borrowers will furnish to the Administrative Agent within 45 days after the
date the payment of any Taxes is due pursuant to Applicable Law certified copies of tax receipts
evidencing such payment by such US Borrowers. The US Borrowers jointly and severally agree to
indemnify and hold harmless each Lender that holds US Obligations, and reimburse such Lender upon
its written request, for the amount of any Taxes so levied or imposed and paid by such Lender.




          (b) Each Lender that is not a United States person (as such term is defined in Section
7701(a)(30) of the Code) for US Federal income tax purposes (each, a “Non-U.S. Lender”),
which holds US Obligations, agrees to deliver to US Company and the Administrative Agent on or
prior to the Effective Date or, in the case of a Non-U.S. Lender, which holds US Obligations, and
that is an assignee or transferee of an interest under this Agreement pursuant to Section
2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder
immediately prior to such assignment or transfer), on the date of such assignment or transfer to
such Lender in each case, only if such Lender is legally entitled to do so, (i) two accurate and
complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with
respect to an exemption under an income tax treaty) (or successor forms) certifying to such
Lender’s entitlement as of such date to an exemption from United States withholding tax with
respect to payments to be made under this Agreement and under any Note, (ii) if such Lender is not
a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal
Revenue Service Form W-8ECI or Form W-8BEN (or any successor forms) pursuant to clause (i) above,
(x) a certificate substantially in the form of Exhibit H (any such certificate, a “Section
5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal
Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form)
certifying to such Lender’s entitlement as of such date to an exemption from United States
withholding tax with respect to payments of interest to be made under this Agreement and under any
Note, or (iii) Internal Revenue Service Form W-8IMY (together with any applicable forms listed in
(i) and (ii) of this Section. In addition, each Lender that holds US Obligations agrees that from
time to time after the Effective Date, when a lapse in time or change in circumstances renders the
previous certification obsolete or inaccurate in any material respect, such Lender will deliver
(only if such Non-U.S. Lender is legally entitled to do so) to US Company and the Administrative
Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI,
Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect
to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate, as the case may be, and
such other forms (including Internal Revenue Service Form W-8IMY (together with any applicable
forms listed in (i) and (ii) of this Section)) as may be required in order to confirm or establish
the entitlement of such Lender to a continued exemption from or reduction in United States
withholding tax with respect to payments under this Agreement and any Note, or such Lender shall
immediately notify US Company and the Administrative Agent of its inability to deliver any such
Form or Certificate, in which case such Lender shall not be required to deliver any such Form or
Certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary
contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately
succeeding sentence, each US Borrower shall be entitled, to the extent it is required to do so by
law, to deduct or withhold income or similar taxes imposed by the United States (or any political
subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable
hereunder for the account of (i) any Non-U.S. Lender that holds US Obligations to the extent that
such Lender has not provided to US Company US Internal Revenue Service Forms that
establish a complete exemption from such deduction or withholding and (ii) any Lender that is
not a Non-U.S. Lender and that holds US Obligations to the extent that such Lender has not provided
to US Company Internal Revenue Services Form W-9 (or successor forms), or other documentation
reasonably satisfactory to US Company, certifying to such Lender’s exemption from back-up
withholding, to the extent required pursuant to Section 5.04(c). Notwithstanding anything to the
contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set
forth in Section 13.04(b), the US




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Borrowers jointly and severally agree to pay any
additional amounts and to indemnify each Lender that holds US Obligations in the manner set forth
in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the
deduction or withholding) in respect of any amounts deducted or withheld by it as described in the
immediately preceding sentence as a result of any changes that are effective after the Effective
Date in any Applicable Law, treaty, governmental rule, regulation, guideline or order, or in the
interpretation thereof, relating to the deducting or withholding of income or similar taxes.




          (c) Each Lender that is a United States person (as such term is defined in Section 7701(a)(30)
of the Code) for US Federal income tax purposes, which holds US Obligations, agrees to deliver to
US Company and the Administrative Agent, to the extent requested by either US Company or the
Administrative Agent, two accurate and complete original signed copies of Internal Revenue Services
Form W-9 (or successor forms), or other documentation reasonably satisfactory to US Company,
certifying to such Lender’s exemption from back-up withholding.




                    5.05 Tax Gross Up and Indemnities — UK Subsidiaries.



          (a) Definitions. 




     In this Section:



          “ITA” means the United Kingdom Income Tax Act 2007.




          “Party” means a party to this Agreement.




          “Protected Party” means a Lender which is or will be subject to any liability, or
required to make any payment, for or on account of Tax in relation to a sum received or receivable
(or any sum deemed for the purposes of Tax to be received or receivable) under a Credit Document.




          “Qualifying Lender” means:





     (i) a Lender (other than a Lender within sub-paragraph (ii) below) which is
beneficially entitled to interest payable to that Lender in respect of an advance under a
Credit Document and is:




	 	(A)	 	a Lender:






	 	(1)	 	which is a bank (as defined for
the purpose of section 879 of the ITA) making an advance under a
Credit Document; or
	 
	 	(2)	 	in respect of an advance made
under a Credit Document by a person that was a bank (as defined
for the purpose of section 879 of the ITA) at the time that that
advance was made,






and which is within the charge to United Kingdom corporation tax as respects
any payments of interest made in respect of that advance; or




	 	(B)	 	a Lender which is:






	 	(1)	 	a company resident in the United
Kingdom for United Kingdom tax purposes;
	 
	 	(2)	 	a partnership each member of
which is:




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	 	(a)	 	a company so
resident in the United Kingdom; or
	 
	 	(b)	 	a company not so
resident in the United Kingdom 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;






	 	(3)	 	a company not so 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






	 	(C)	 	a Treaty Lender; or






     (ii) a building society (as defined for the purpose of section 880 of the ITA) making
an advance under a Credit Document).



          “Taxes Act” means the United Kingdom Income and Corporation Taxes Act 1988.




          “Tax Confirmation” means a confirmation by a Lender that the person beneficially
entitled to interest payable to that Lender in respect of an advance under a Credit Document is
either:




          (i) a company resident in the United Kingdom for United Kingdom tax purposes;




          (ii) a partnership each member of which is:





	 	(A)	 	a company so resident in the United Kingdom; or
	 
	 	(B)	 	a company not so resident in the United Kingdom
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






     (iii) a company not so 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.



          “Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.




          “Tax Deduction” means a deduction or withholding for or on account of Tax from a
payment under a Credit Document.




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          “Tax Payment” means either the increase in a payment made by a UK Subsidiary to a
Lender under Section 5.05(b) (Tax gross-up) or a payment under Section 5.05(c) (Tax indemnity).




          “Treaty Lender” means a Lender which:





     (i) is treated as a resident of a Treaty State for the purposes of the Treaty; and




     (ii) does not carry on a business in the United Kingdom through a permanent
establishment with which that Lender’s participation in the Loan is effectively connected.



          “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.




          “UK Non-Bank Lender” means:





     (i) where a Lender becomes a Party on the day on which this Agreement is entered into,
a Lender listed on Schedule 1.01(a); and




     (ii) where a Lender becomes a Party after the day on which this Agreement is entered
into, a Lender which gives a Tax Confirmation in the Assignment and Assumption Agreement
which it executes on becoming a Party.



          “VAT” means value added tax as provided for in the United Kingdom Value Added Tax Act
1994 and any other tax of a similar nature.





     (b) Tax Gross-Up.




     (i) Each UK Subsidiary shall make all payments to be made by it without any Tax
Deduction, unless a Tax Deduction is required by law.




     (ii) The UK Company shall promptly upon becoming aware that a UK Subsidiary must make a
Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction)
notify the Administrative Agent accordingly. Similarly, a Lender shall notify the
Administrative Agent on becoming so aware in respect of a payment payable to that Lender.
If the Administrative Agent receives such notification from a Lender it shall notify the UK
Company and that UK Subsidiary.




     (iii) If a Tax Deduction is required by law to be made by a UK Subsidiary, the amount
of the payment due from that UK Subsidiary shall be increased to an amount which (after
making any Tax Deduction) leaves an amount equal to the payment which would have been
due if no Tax Deduction had been required.




     (iv) A UK Subsidiary is not required to make an increased payment to a Lender under
paragraph (b)(iii) above for a Tax Deduction in respect of tax imposed by the United Kingdom
from a payment of interest on a Loan, if on the date on which the payment falls due:




	 	(A)	 	the payment could have been made to the
relevant Lender without a Tax Deduction if it was a Qualifying Lender,
but on that date that Lender is not or has ceased to be a Qualifying
Lender other than as a result of any change after the date it became a
Lender under this Agreement in (or in




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	 	 	 	the interpretation,
administration, or application of) any law or Treaty, or any published
practice or concession of any relevant taxing authority; or
	 
	 	(B)	 	(1) the relevant Lender is a Qualifying Lender
solely under sub-paragraph (i)(B) of the definition of Qualifying
Lender;






	 	(2)	 	an officer of H.M. Revenue &
Customs has given (and not revoked) a direction (a
“Direction”) under section 931 of the ITA (as that
provision has effect on the date on which the relevant Lender
became a Party) which relates to that payment and that Lender
has received from that UK Subsidiary or the UK Company a
certified copy of that Direction; and
	 
	 	(3)	 	the payment could have been made
to the Lender without any Tax Deduction in the absence of that
Direction; or






	 	(C)	 	the relevant Lender is a Qualifying Lender
solely under sub-paragraph (i)(B) of the definition of Qualifying
Lender and it has not, other than by reason of any change after the
date of this Agreement in (or in the interpretation, administration, or
application of) any law, or any published practice or concession of any
relevant taxing authority, given a Tax Confirmation to the UK Company;
or
	 
	 	(D)	 	the relevant Lender is a Treaty Lender and the
UK Subsidiary making the payment is able to demonstrate that the
payment could have been made to the Lender without the Tax Deduction
had that Lender complied with its obligations under paragraph (g)
below.






     (v) If a UK Subsidiary is required to make a Tax Deduction, that UK Subsidiary shall
make that Tax Deduction and any payment required in connection with that Tax Deduction
within the time allowed and in the minimum amount required by law.




     (vi) Within thirty days of making either a Tax Deduction or any payment required in
connection with that Tax Deduction, the UK Subsidiary making that Tax Deduction shall
deliver to the Administrative Agent for the Lender entitled to the payment evidence
reasonably satisfactory to that Lender that the Tax Deduction has been made or (as
applicable) any appropriate payment paid to the relevant taxing authority.




     (vii) A Treaty Lender and each UK Subsidiary which makes a payment to which that Treaty
Lender is entitled shall co-operate in completing any procedural formalities necessary for
that UK Subsidiary to obtain authorisation to make that payment without a Tax Deduction.




     (viii) A UK Non-Bank Lender which becomes a Party on the day on which this Agreement is
entered into gives a Tax Confirmation to the UK Company by entering into this Agreement.




     (ix) A UK Non-Bank Lender shall promptly notify the UK Company and the Administrative
Agent if there is any change in the position from that set out in the Tax Confirmation.




     (c) Tax Indemnity.



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     (i) The UK Company shall (within three Business Days of demand by the Administrative
Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that
Protected Party determines will be or has been (directly or indirectly) suffered for or on
account of Tax by that Protected Party in respect of a Credit Document




     (ii) Paragraph (a) above shall not apply:




	 	(A)	 	with respect to any Tax assessed on a Lender:






	 	(1)	 	under the law of the jurisdiction
in which that Lender is incorporated or, if different, the
jurisdiction (or jurisdictions) in which that Lender is treated
as resident for tax purposes; or
	 
	 	(2)	 	under the law of the jurisdiction
in which that Lender’s lending office is located in respect of
amounts received or receivable in that jurisdiction,






if that Tax is imposed on or calculated by reference to the net income received or
receivable (but not any sum deemed to be received or receivable) by that Lender; or




	 	(B)	 	to the extent a loss, liability or cost:






	 	(1)	 	(A) is compensated for by an
increased payment under Section 5.05(b) (Tax gross-up); or
	 
	 	(2)	 	would have been compensated for
by an increased payment under Section 5.05(b) (Tax gross-up) but
was not so compensated solely because one of the exclusions in
paragraph (d) of Section 5.05(b) (Tax gross-up) applied.






     (iii) A Protected Party making, or intending to make a claim under paragraph (a) above
shall promptly notify the Administrative Agent of the event which will give, or has given,
rise to the claim, following which the Administrative Agent shall notify the UK Company.




     (iv) A Protected Party shall, on receiving a payment from a UK Subsidiary under this
Section 5.05(c), notify the Administrative Agent.




	 	(d)	 	Tax Credit.






     If a UK Subsidiary makes a Tax Payment and the relevant Lender determines that:




	 	(a)	 	a Tax Credit is attributable either to an increased payment of
which that Tax Payment forms part, or to that Tax Payment; and
	 
	 	(b)	 	that Lender has obtained, utilised and retained that Tax
Credit,





           the Lender shall pay an amount to the UK Subsidiary which that Lender determines will leave it
(after that payment) in the same after-Tax position as it would have been in had the Tax Payment
not been required to be made by the UK Subsidiary.




	 	(e)	 	Stamp Taxes.




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          The UK Company shall pay and, within three Business Days of demand, indemnify each Lender
against any cost, loss or liability that Lender incurs in relation to all stamp duty, registration
and other similar Taxes payable in respect of any Credit Document.





     (f) Value Added Tax.




     (i) All amounts set out, or expressed to be payable under a Credit Document by any
Party to a Lender which (in whole or in part) constitute the consideration for VAT purposes
shall be deemed to be exclusive of any VAT which is chargeable on such supply, and
accordingly, subject to paragraph (c) below, if VAT is chargeable on any supply made by any
Lender to any Party under a Credit Document, that Party shall pay to the Lender (in addition
to and at the same time as paying the consideration) an amount equal to the amount of the
VAT (and such Lender shall promptly provide an appropriate VAT invoice to such Party).




     (ii) If VAT is chargeable on any supply made by any Lender (the “Supplier”) to
any other Lender (the “Recipient”) under a Credit Document, and any Party (the
“Relevant Party”) is required by the terms of any Credit Document to pay an amount
equal to the consideration for such supply to the Supplier (rather than being required to
reimburse the Recipient in respect of that consideration), such 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. The Recipient will promptly pay to the Relevant Party an amount equal
to any credit or repayment from the relevant tax authority which it reasonably determines
relates to the VAT chargeable on that supply.




     (iii) Where a Credit Document requires any Party to reimburse a Lender for any costs or
expenses, that Party shall also at the same time pay and indemnify the Lender against all
VAT incurred by the Lender in respect of the costs or expenses to the extent that the Lender
reasonably determines that neither it nor any other member of any group of which it is a
member for VAT purposes is entitled to credit or repayment from the relevant tax authority
in respect of the VAT.



          SECTION
6. Conditions Precedent to Credit Events on the Initial Borrowing Date. The obligation
of each Lender to make Loans, and the obligation of each Issuing Lender to issue Letters of Credit,
on the Initial Borrowing Date, are subject at the time of the making of such Loans or the issuance
of such Letters of Credit to the satisfaction of the following conditions (provided that the Loans
made on the Initial Borrowing Date in order to (I) fund the purchase from the holders thereof all
of the outstanding Mezzanine Notes and (II) repay in full, together with all fees and other amounts
owing thereon, all Refinanced Indebtedness outstanding under the Indebtedness described in clause
(i) of the definition of Refinanced Indebtedness (in each case, which such Loans (the
“Pre-Merger Loans”) shall be funded prior to the remaining Loans to be made on the Initial
Borrowing Date) shall (x) not be subject to
the conditions set forth in Sections 6.03(a)(ii), 6.03(d)(ii), 6.03(e), 6.05(b), 6.05(c),
6.05(d) (other than, in the case of Section 6.05(d), with respect to Indebtedness described in
clause (i) of the definition of Refinanced Indebtedness) and (y) not be subject to the conditions
set forth in Sections 6.04, 6.08, 6.09, 6.10 and 6.11 in so far as they pertain to Target and
Target’s Subsidiaries):



                    6.01 Effective Date; Notes. On or prior to the Initial Borrowing Date, (a) the Effective
Date shall have occurred as provided in Section 13.10 and (b) there shall have been
delivered to the Administrative Agent for the account of each of the Lenders that has requested
same the appropriate Revolving Notes executed by the Borrowers and if requested by the Swingline
Lender, the appropriate Swingline Notes executed by the Borrowers, in each case, in the amount,
maturity and as otherwise provided herein.



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                    6.02 Officer‘s Certificate. On the Initial Borrowing Date, the Administrative
Agent shall have received a certificate, dated the Initial Borrowing Date and signed on behalf of
US Company by the chairman of the board, the chief executive officer, the president or any vice
president of US Company, certifying on behalf of US Company that all of the conditions have been
satisfied on such date.



                    6.03 Opinions of Counsel. (a) On the Initial Borrowing Date, the Administrative Agent
shall have received from Squire Sanders & Dempsey LLP, counsel to the Credit Parties, opinions
addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the
Initial Borrowing Date covering the matters (i) set forth in Exhibit I-1-A and such other
matters incident to the transactions contemplated herein as the Administrative Agent may reasonably
request and (ii) set forth in Exhibit I-1-B and such other matters incident to the
transactions contemplated herein as the Administrative Agent may reasonably request.



     (b) On the Initial Borrowing Date, the Administrative Agent shall have received from White &
Case LLP, counsel to the Credit Parties, an opinion addressed to the Administrative Agent, the
Collateral Agent and each of the Lenders and dated the Initial Borrowing Date covering the matters
set forth in Exhibit I-2 and such other matters incident to the transactions contemplated
herein as the Administrative Agent may reasonably request.



     (c) On the Initial Borrowing Date, the Administrative Agent shall have received from Kirkland
& Ellis LLP, counsel to the Target shareholders, an opinion addressed to the Administrative Agent,
the Collateral Agent and each of the Lenders and dated the Initial Borrowing Date covering the
matters set forth in Exhibit I-3 and such other matters incident to the transactions
contemplated herein as the Administrative Agent may reasonably request.



     (d) On the Initial Borrowing Date, the Administrative Agent shall have received from Squire,
Sanders & Dempsey, UK counsel to the Credit Parties, an opinion addressed to the Administrative
Agent, the Collateral Agent and each of the Lenders and dated the Initial Borrowing Date covering
the matters (i) set forth in Exhibit I-4-A and such other matters incident to the
transactions contemplated herein as the Administrative Agent may reasonably request and (ii) set
forth in Exhibit I-4-A and such other matters incident to the transactions contemplated
herein as the Administrative Agent may reasonably request..



     (e) On the Initial Borrowing Date, the Administrative Agent shall have received from
Linklaters LLP, Luxembourg counsel to the Credit Parties, an opinion addressed to the
Administrative Agent, the Collateral Agent and each of the Lenders and dated the Initial Borrowing
Date covering the
matters set forth in Exhibit I-5 and such other matters incident to the transactions
contemplated herein as the Administrative Agent may reasonably request.



     (f) On the Initial Borrowing Date, the Administrative Agent shall have received from Lang
Michener LLP, Ontario and British Columbia counsel to the Credit Parties, an opinion addressed to
the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Initial
Borrowing Date covering the matters set forth in Exhibit I-6 and such other matters
incident to the transactions contemplated herein as the Administrative Agent may reasonably
request.



     (g) On the Initial Borrowing Date, the Administrative Agent shall have received from Morris
James LLP, special Delaware counsel, an opinion addressed to the Administrative Agent, the
Collateral Agent, each of the Lenders and the other parties named therein, and dated the Initial
Borrowing Date covering the matters set forth in Exhibit I-7 and such other matters
incident to the transactions contemplated herein as the Administrative Agent may reasonably
request.



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                    6.04 Company Documents; Proceedings; etc. (a) On the Initial Borrowing Date, the
Administrative Agent shall have received a certificate from each Credit Party, dated the Initial
Borrowing Date, signed by the chairman of the board, the chief executive officer, the president, a
director, or any vice president of such Credit Party, and attested to by the secretary or any
assistant secretary of such Credit Party, in the form of Exhibit J with appropriate insertions,
together with copies of the certificate and memorandum and articles of incorporation or association
and by-laws (or other equivalent organizational documents), as applicable, of such Credit Party and
the resolutions of such Credit Party referred to in such certificate, and each of the foregoing
shall be in form and substance reasonably acceptable to the Administrative Agent.



          (b) On the Initial Borrowing Date, all limited liability company and legal proceedings and all
instruments and agreements in connection with the transactions contemplated by this Agreement and
the other Documents shall be reasonably satisfactory in form and substance to the Administrative
Agent, and the Administrative Agent shall have received all information and copies of all documents
and papers, including records of limited liability company proceedings, governmental approvals,
good standing certificates (if applicable) and bring-down telegrams or facsimiles, if any, which
the Administrative Agent reasonably may have requested in connection therewith, such documents and
papers where appropriate to be certified by proper limited liability company or Governmental
Authorities.




                    6.05 Consummation of the Transactions; etc. (a) On the Initial Borrowing Date and prior
to the Mobile Storage Acquisition, US Company shall have purchased from the holders thereof all of
the outstanding Mezzanine Notes.



          (b) On the Initial Borrowing Date, the Mobile Storage Acquisition (other than the portion
thereof constituting the Subsequent Mergers) shall have been consummated in accordance with the
terms and conditions of the Acquisition Documents and all Applicable Laws, and no provision of any
Acquisition Document shall have been altered, amended or otherwise changed or supplemented or any
condition therein waived if such alteration, amendment, change, supplement or waiver would be
materially adverse to the interest of the Lenders, in any such case without the prior written
consent of the Joint Bookrunners. On or prior to the Initial Borrowing Date, (i) the
Administrative Agent shall have received true and correct copies of all Acquisition Documents, in
each case certified as such by an Authorized Officer of US Company, and (ii) all such Acquisition
Documents shall be in full force and effect.




          (c) On the Initial Borrowing Date, the Convertible Preferred Stock shall have been issued in
accordance with the Convertible Preferred Stock Documents and all Applicable Laws and no provision
of any Convertible Preferred Stock Document shall have been altered, amended or otherwise changed
or supplemented or any condition therein waived if such alteration, amendment, change, supplement
or waiver would be materially adverse to the interest of the Lenders, in any such case without the
prior written consent of the Joint Bookrunners. On or prior to the Initial Borrowing Date, (i) the
Administrative Agent shall have received true and correct copies of all Convertible Preferred Stock
Documents, in each case certified as such by an Authorized Officer of US Company, and all such
Convertible Preferred Stock Documents shall be in full force and effect.




          (d) On or prior to the Initial Borrowing Date, all Refinanced Indebtedness shall have been
repaid in full, together with all fees and other amounts owing thereon, all commitments thereunder
shall have been terminated and all letters of credit issued pursuant thereto shall have been
terminated or cash collateralized in a manner reasonably acceptable to the Administrative Agent.
On the Initial Borrowing Date, all security interests in respect of, and Liens securing, the
Refinanced Indebtedness created pursuant to the security documentation relating thereto shall have
been terminated and released, and the Administrative Agent shall have received all such releases as
may have been requested by the




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Administrative Agent, which releases shall be in form and substance
reasonably satisfactory to the Administrative Agent. Without limiting the foregoing, there shall
have been delivered to the Administrative Agent (i) proper termination statements (Form UCC-3 or
the appropriate equivalent in each relevant jurisdiction) for filing under the UCC or equivalent
statute or regulation of each relevant jurisdiction where a financing statement or application for
registration (Form UCC-1 or the appropriate equivalent in each relevant jurisdiction) was filed
with respect to US Company, Target or any of their respective Subsidiaries in connection with the
Liens created with respect to the Refinanced Indebtedness, (ii) terminations or reassignments of
any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of
US Company, Target or any of their respective Subsidiaries on which filings have been made and
(iii) terminations of all mortgages, leasehold mortgages, hypothecs and deeds of trust created with
respect to property of US Company or any of their respective Subsidiaries, in each case, to secure
the obligations under the Refinanced Indebtedness, all of which shall be in form and substance
reasonably satisfactory to the Administrative Agent. After giving effect to the Transactions, US
Company and its Subsidiaries shall have no outstanding Indebtedness, Indebtedness convertible into
Equity Interests, or other preferred Equity Interests except as set forth on Schedule 8.31.




                    6.06 No Acquisition Agreement Material Adverse Effect. There shall not have occurred any
event, development or circumstance since December 31, 2007 that has caused or could reasonably be
expected to cause a “Material Adverse Effect” as defined in the Merger Agreement (as in effect on
February 22, 2008), with respect to the Target and its subsidiaries, taken as a whole.



                    6.07 No Material Adverse Effect on US Company. There shall not have occurred any event,
development or circumstance since December 31, 2007 that has caused or could reasonably be expected
to cause a material adverse effect on the business, operations, results of operations, assets,
liabilities or financial condition of US Company and its Subsidiaries (excluding Target and its
Subsidiaries as constituted immediately prior the Mobile Storage Acquisition), taken as a whole.



                    6.08 US Pledge Agreement.
On the Initial Borrowing Date, each US Credit Party shall have duly authorized, executed
and delivered the US Pledge Agreement in the form of Exhibit K (as amended, restated,
modified and/or supplemented from time to time, the “US Pledge Agreement”) and shall have
delivered to the Collateral Agent, as pledgee thereunder, all of the US Pledge Agreement
Collateral, if any, referred to therein and then owned by such US Credit Party, (a) endorsed in
blank in the case of promissory notes constituting US Pledge Agreement Collateral and (b) together
with executed and undated endorsements for transfer in the case of Equity Interests constituting
certificated US Pledge Agreement Collateral, along with evidence that all other actions necessary
or, in the reasonable opinion of the Collateral Agent, desirable, to perfect and protect the Liens
purported to be created by the US Pledge Agreement have been taken and the US Pledge Agreement
shall be in full force and effect.



                    6.09 UK Share Charge. On the Initial Borrowing Date, each US Subsidiary directly owning
Securities in a UK Subsidiary shall have duly authorized, executed and delivered the UK Share
Charge in the form of Exhibit L (as amended, restated, modified and/or supplemented from time to
time, the “UK Share Charge”) and shall have delivered to the Collateral Agent, as pledgee
thereunder, all share certificates and blank stock transfer forms required to be delivered
thereunder, along with evidence that all other actions necessary or, in the reasonable opinion of
the Collateral Agent, desirable, to perfect and protect the Liens purported to be created by the UK
Share Charge have been taken and the UK Share Charge shall be in full force and effect.



                    6.10 US Security Agreement. On the Initial Borrowing Date, each US Credit Party shall have
duly authorized, executed and delivered the US Security Agreement in the form of Exhibit M,
together with:



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     (a) proper financing statements (Form UCC-1 or the equivalent) fully executed for
filing under the UCC or other appropriate filing offices of each jurisdiction as may be
necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the
Liens purported to be created by the US Security Agreement;




     (b) certified copies of requests for information or copies (Form UCC-11), or equivalent
reports as of a recent date, listing all effective financing statements that name US
Company, Target or any of their respective Subsidiaries as debtor and that are filed in the
jurisdictions referred to in clause (a) above and in such other jurisdictions in which
Collateral is located on the Initial Borrowing Date, together with copies of such other
financing statements that name US Company, Target or any of their respective Subsidiaries as
debtor (none of which shall cover any of the Collateral except (i) to the extent evidencing
Permitted Liens or (ii) those in respect of which the Collateral Agent shall have received
termination statements (Form UCC-3) or such other termination statements as shall be
required by local law fully executed for filing); provided that failure to obtain
the results of such Lien searches shall not limit the availability of the Loans on the
Initial Borrowing Date, so long as any assets that may be subject to such Lien searches are
not included in the calculation of the US Borrowing Base; and




     (c) evidence of the completion of all other recordings and filings of, or with respect
to, the US Security Agreement as may be necessary or, in the reasonable opinion of the
Collateral Agent, desirable, to perfect and protect the Liens intended to be created by the
US Security Agreement, including control agreements, access agreements and similar third
party agreements as the Administrative Agent shall reasonably request, and the US Security
Agreement shall be in full force and effect.



                    6.11 UK Debenture. On the Initial Borrowing Date, Mobile Storage Group, Inc., and each UK
Subsidiary shall have duly authorized, executed and delivered the UK Debenture in the form of
Exhibit N, together with all share certificates, blank stock transfer forms and notices of security
to third parties required to be delivered thereunder along with that all other actions necessary
or, in the reasonable opinion of the Collateral Agent, desirable, to perfect and protect the Liens
intended to be created by the UK Debenture have been taken and the UK Debenture shall be in full
force and effect.



                    6.12 Financial Statements; Pro Forma Balance Sheet; Projections; etc. (a) On or prior to
the Initial Borrowing Date, the Arrangers shall have received (i) audited financial statements of
each of US Company and its Subsidiaries and Target and its Subsidiaries for the fiscal year ended
December 31, 2007, (ii) unaudited quarterly financial statements of US Company and its Subsidiaries
and Target and its Subsidiaries for the most recent fiscal quarter ended at least 45 days prior to
the Initial Borrowing Date, and (iii) unaudited monthly financial statements of US Company and its
Subsidiaries and Target and its Subsidiaries for the most recent month ended at least 30 days prior
to the Initial Borrowing Date, unless such month end shall also be a quarter end, in which case
only the quarterly financial statements described in (ii) above need be delivered).



          (b) On the Initial Borrowing Date, the Administrative Agent shall have received a pro forma
balance sheet and related statement of income of US Company and Target as of and for the
twelve-month period ending the most recent quarter-end occurring at least 45 days prior to the
Initial Funding Date in form reasonably satisfactory to the Arrangers which demonstrates a Debt
Ratio of no more than 4.35:1.00.




                    6.13 Solvency Certificate; Insurance Certificates. On the Initial Borrowing Date, the
Administrative Agent shall have received:



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     (a) a solvency certificate from the chief financial officer of US Company in the form
of Exhibit O; and




     (b) certificates of insurance complying with the requirements of Section 9.03
for the business and properties of US Company and its Subsidiaries, in form and substance
reasonably satisfactory to the Administrative Agent and naming the Collateral Agent as an
additional insured and/or as loss payee, as applicable, and stating that such insurance
shall not be canceled or materially revised without at least 30 days’ prior written notice
by the insurer to the Collateral Agent.



                    6.14 Fees, etc. On the Initial Borrowing Date, the Borrowers shall have paid to the
Administrative Agent (and its relevant affiliates), the Collateral Agent and each Lender all costs,
fees and expenses (including, without limitation, reasonable legal fees and expenses) and other
compensation contemplated hereby and in the Fee Letter payable to the Administrative Agent (and/or
its relevant affiliates), the Collateral Agent or such Lender to the extent then invoiced.



                    6.15 Initial Borrowing Base Certificate; etc. (a) On the Initial Borrowing Date, the Administrative Agent shall have received the
initial Borrowing Base Certificate meeting the requirements of Section 9.01(j), which shall
be calculated after giving effect to the Transactions (and the Credit Events hereunder); and



          (b) On the Initial Borrowing Date, after giving effect to the Transactions (and the Credit
Events hereunder), the Total Borrowing Availability shall equal or exceed $200,000,000 as shown in
the Borrowing Base Certificate delivered pursuant to (a) above.




                    6.16 No Defaults under Senior Note Indentures. There shall not exist (on a pro forma basis
before and immediately after giving effect to the Transactions) (i) any default or event of default
under the Mobile Storage Indenture or (ii) any event of default under the Mobile Mini Indenture, in
each case relating to non-payment, bankruptcy, material judgments or negative covenants.



                    6.17 Patriot Act. On or prior to the Initial Borrowing Date, the Lenders shall have
received from the Credit Parties, to the extent requested, all documentation and other information
required by regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including the Patriot Act.



                    6.18 Notice of Borrowing. Concurrent with the making of the Pre-Merger Loans, the
Administrative Agent shall have received an irrevocable Notice of Borrowing for each other Loan to
be made on the Initial Borrowing Date necessary to consummate the Mobile Storage Acquisition on the
Closing Date and meeting the requirements of Section 2.03(a) provided that it is understood
and agreed that the making of such additional loans will be subsequent to the making of the
Pre-Merger Loans.



     In determining the satisfaction of the conditions specified in this Section 6, to the extent
any item is required to be satisfactory to any Lender, such item shall be deemed satisfactory to
each Lender which has not notified the Administrative Agent in writing prior to the occurrence of
the Initial Borrowing Date that the respective item or matter does not meet its satisfaction.



          SECTION
7. Conditions Precedent to All Credit Events. The obligation of each Lender to make
Loans (including Loans made on the Initial Borrowing Date), and the obligation of each Issuing
Lender to issue Letters of Credit (including Letters of Credit issued on the Initial Borrowing




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Date), are subject, at the time of each such Credit Event (except as hereinafter indicated), to the
satisfaction of the following conditions:




                    7.01 No Default; Representations and Warranties. At the time of each such Credit Event and
also after giving effect thereto (a) except with respect to the Borrowing on the Initial Borrowing
Date, there shall exist no Default or Event of Default, (b) except as set forth in the immediately
succeeding paragraph below, all representations and warranties contained herein and in the other
Credit Documents shall be true and correct in all material respects with the same effect as though
such representations and warranties had been made on the date of such Credit Event (it being
understood and agreed that any representation or warranty which by its terms is made as of a
specified date shall be required to be true and correct in all material respects only as of such
specified
date), other than, with respect to the Borrowing on the Initial Borrowing Date only,
the representations set forth in Section 8.10(e), Section 8.19 (but only to the
extent that such action, suit, proceeding or investigation relates to the Mobile Storage
Acquisition), and Section 8.20, (c) the Aggregate Exposure shall not exceed the Total
Revolving Loan Commitment, as then in effect, (d) the Aggregate US Exposure shall not exceed the US
Maximum Amount, as then in effect, (e) the Aggregate UK Exposure shall not exceed the UK Maximum
Amount, as then in effect, (f) the Aggregate Exposure shall not exceed the Aggregate Borrowing Base
at such time (based on the most recently delivered Borrowing Base Certificate) (except in the case
of Agent Advances), (g) the Aggregate US Exposure shall not exceed the US Borrowing Base at such
time (based on the most recently delivered Borrowing Base Certificate) (except in the case of Agent
Advances) and (h) the Aggregate UK Exposure shall not exceed the UK Borrowing Base at such time
(based on the most recently delivered Borrowing Base Certificate).



     Notwithstanding the foregoing, the only representations concerning the Target and its
Subsidiaries (as constituted prior to the Mobile Storage Acquisition) in the Credit Documents which
shall be a condition to the making of Loans on the Initial Borrowing Date shall be (i) such of the
representations concerning the Target and is Subsidiaries set forth in the Merger Agreement, but
only to the extent that US Company has the right to terminate its obligations under the Merger
Agreement as a result of the failure of such representations to be true and correct (determined
without regard to whether any notice is required to be delivered) and (ii) the Specified
Representations.



                    7.02
Notice of Borrowing; Letter of Credit Request. (a) Prior to the making of each Loan
(other than a Swingline Loan or a Revolving Loan made pursuant to a Mandatory Borrowing), the
Administrative Agent shall have received a Notice of Borrowing meeting the requirements of
Section 2.03(a). Prior to the making of each Swingline Loan, the Swingline Lender shall
have received the notice referred to in Section 2.03(b)(i) or (ii) as applicable.



          (b) Prior to the issuance of each Letter of Credit, the Administrative Agent and the
respective Issuing Lender shall have received a US Letter of Credit Request meeting the
requirements of Section 3.05 or a UK Letter of Credit Request meeting the requirements of
Section 3.06.




          The acceptance of the benefits of each Credit Event shall constitute a representation and
warranty by each of US Company and the Borrowers to the Administrative Agent and each of the
Lenders that all the conditions specified in Section 6 (with respect to Credit Events on
the Initial Borrowing Date) and in this Section 7 (with respect to Credit Events on or
after the Initial Borrowing Date) and applicable to such Credit Event are satisfied as of that
time. All of the Notes, certificates, legal opinions and other documents and papers referred to in
Section 6 and in this Section 7, unless otherwise specified, shall be delivered to
the Administrative Agent at the Notice Office for the account of each of the Lenders and, except
for the Notes, in sufficient counterparts or copies for each of the Lenders requesting same and
shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required
Lenders.




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          SECTION
8. Representations, Warranties and Agreements. In order to induce the Agent and the
Lenders to enter into this Agreement and to make the Loans, and issue (or participate in) the
Letters of Credit as provided herein, each of US Company and each other Credit Party makes the
following representations, warranties and agreements, in each case after giving effect to the
Transactions, all of which shall survive the execution and delivery of this Agreement and the Notes
and the making of the Loans and the issuance of the Letters of Credit, with the occurrence of each
Credit Event on or after the Initial Borrowing Date being deemed to constitute a representation and
warranty that the matters specified in this Section 8 are true and correct in all material
respects on and as of the Initial Borrowing Date and on the date of each such other Credit Event
(it being understood and
agreed that any representation or warranty which by its terms is made as of a specified date
shall be required to be true and correct in all material respects only as of such specified date).




                    8.01 Organization and Qualification. US Company and each other Credit Party is a
corporation, limited partnership or limited liability company duly organized, validly existing and
in good standing (or the foreign equivalent of “good standing”, if any, in the relevant foreign
jurisdiction) under the laws of the jurisdiction of its incorporation or organization. US Company
and each other Credit Party is duly qualified and is authorized to do business and is in good
standing (or the foreign equivalent of “good standing”, if any, in the relevant foreign
jurisdiction) as a limited liability company, limited partnership or corporation, as applicable, in
each state or jurisdiction listed on Schedule 8.01 hereto and in all other states and
jurisdictions in which the failure of such Credit Party to be so qualified would reasonably be
expected to have a Material Adverse Effect.



                    8.02 Power and Authority; No Violation. US Company and each other Credit Party (a) is duly
authorized, has the capacity and is empowered to enter into, execute, deliver and perform this
Agreement and each of the other Credit Documents to which it is a party and (b) has the power and
authority to own its property and assets and to transact the business in which it is engaged and
presently proposes to engage. The execution, delivery and performance of this Agreement and each
of the other Credit Documents have been duly authorized by all necessary corporate or other
relevant action and do not and will not (i) require any consent or approval of the shareholders of
US Company or any of the shareholders, partners or members, as the case may be, of any other Credit
Party other than such consents and approvals which have obtained prior to the Initial Borrowing
Date; (ii) contravene US Company’s or any other Credit Party’s charter, articles or certificate of
incorporation, partnership agreement, certificate of formation, by-laws, limited liability company
agreement, operating agreement or other organizational documents (as the case may be); (iii)
violate, or cause US Company or any other Credit Party to be in default under, any provision of any
law, rule, regulation, order, writ, judgment, injunction, decree, determination or award in effect
having applicability to US Company or any other Credit Party; (iv) result in a breach of or
constitute a default under any indenture or loan or credit agreement or any other agreement, lease
or instrument to which US Company or any other Credit Party is a party or by which it or its
properties may be bound or affected; or (v) result in, or require, the creation or imposition of
any Lien (other than Permitted Liens) upon or with respect to any of the properties now owned or
hereafter acquired by US Company or any other Credit Party.



                    8.03 Legally Enforceable Agreement. This Agreement is, and each of the other Credit
Documents when delivered under this Agreement will be, a legal, valid and binding obligation of
each of US Company and each other Credit Party, in each case to the extent it is a party thereto,
enforceable against it in accordance with its respective terms, except as limited by applicable
bankruptcy or insolvency laws, and by general principles of equity.



                    8.04 Capital Structure. Schedule 8.04 hereto states, as of the date hereof, (i)
the correct name of each of the Subsidiaries of US Company, its jurisdiction of incorporation or
organization and the percentage of its Voting Stock owned by US Company or a Subsidiary of US



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Company, (ii) the name of each of US Company’s and each other Credit Party’s corporate or joint
venture relationships and the nature of the relationship, (iii) the number and nature of all
outstanding Securities of US Company and the number,
nature and holder of Securities of each other Credit Party and (iv) the number of issued and
treasury Securities of US Company. US Company and each other Credit Party has good title to all of
the Securities it purports to own of each of such Subsidiaries, free and clear in each case of any
Lien other than Permitted Liens. All such Securities have been duly issued and are fully paid and
non-assessable. As of the date hereof, there are no outstanding options to purchase, or any rights
or warrants to subscribe for, or any commitments or agreements to issue or sell any Securities or
obligations convertible into, or any powers of attorney relating to any Securities of any of US
Company’s direct or indirect Subsidiaries. Except as set forth on Schedule 8.04, as of the
date hereof, there are no outstanding agreements or instruments binding upon any of Company’s or
any other Credit Party’s partners, members or shareholders, as the case may be, relating to the
ownership of its Securities. On the Initial Borrowing Date, 100% of the Equity Interests of each
Credit Party (other than US Company) are owned directly or indirectly by US Company.



     8.05 Names. Neither US Company nor any other Credit Party has been known as or has used
any legal, fictitious or trade names except those listed on Schedule 8.05 hereto as such
Schedule may be amended in connection with a Permitted Acquisition. Except pursuant to the
Transactions or in connection with an Acquisition permitted hereunder consummated after the date
hereof, neither US Company nor any other Credit Party has been the surviving entity of a merger or
consolidation or has acquired all or substantially all of the assets of any Person. US Company’s
and each other Credit Party’s respective states of incorporation or organization, type of
organization and organizational identification number are set forth on Schedule 8.04 or
Schedule 8.05, as such Schedule may be amended in connection with a Permitted Acquisition.
The respective exact legal names of US Company and each other Credit Party are set forth on
Schedule 8.04, as such Schedule may be amended in connection with a Permitted Acquisition.



     8.06 Business Locations; Agent for Process. Each of US Company’s and each other Credit
Party’s chief executive office and other places of business are as listed on Schedule 8.06
hereto, as updated from time to time by US Company. During the preceding one-year period, neither
US Company nor any other Credit Party has had an office or place of business other than as listed
on Schedule 8.06. All tangible Collateral is and will at all times be kept by US Company
and each other Credit Party in accordance with the applicable Security Agreement. Except as shown
on Schedule 8.06, as of the date hereof, no Inventory is stored with a bailee,
distributor, warehouseman or similar party, nor is any Inventory consigned to any Person.



     8.07 Title to Properties; Priority of Liens. Except with respect to the fact that the LKE
Joint Accounts are jointly owned by US Company or one of its Domestic Subsidiaries and the LKE
Qualified Intermediary pursuant to the terms of the LKE Master Exchange, US Company and each other
Credit Party has good record, indefeasible and marketable title to and fee simple ownership of real
property owned by it, or valid leasehold interests in, all of its leased real property, and good
title to all of the Collateral and all of its other Property, in each case, free and clear of all
Liens except Permitted Liens. US Company and each other Credit Party has paid or discharged all
lawful claims which, if unpaid, might become a Lien against any of US Company’s or such Credit
Party’s Properties that is not a Permitted Lien. The Liens granted to the Collateral Agent under
the Security Documents are First Priority Liens, subject only to Permitted Liens.



     8.08 Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and
representations made by US Company with respect to any Account or Accounts of US Company or any
other Credit Party. With respect to each of such Accounts, whether or not such Account is an
Eligible Account, unless otherwise disclosed to Agent in writing:



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     (a) It is genuine and in all respects what it purports to be, and it is not evidenced
by a judgment;




     (b) It arises out of a completed, bona fide sale and delivery of goods or rendition of
services by US Company or the applicable Credit Party, in the ordinary course of its
business and in accordance with the terms and conditions of all purchase orders, contracts
or other documents relating thereto and forming a part of the contract between US Company or
the applicable Credit Party and the Account Debtor and the Account Debtor is not an
Affiliate of US Company or any other Credit Party;




     (c) It is for a liquidated amount maturing as stated in the invoice covering such sale
or rendition of services;




     (d) There are no facts, events or occurrences which in any way impair the validity or
enforceability of any Accounts or tend to reduce the amount payable thereunder from the face
amount of the invoice and statements delivered or made available to Agent with respect
thereto;




     (e) To US Company’s knowledge, the Account Debtor thereunder (1) had the capacity to
contract at the time any contract or other document giving rise to the Account was executed
and (2) such Account Debtor is Solvent; and



     To US Company’s knowledge, there are no proceedings or actions which are threatened or pending
against the Account Debtor thereunder which might result in any material adverse change in such
Account Debtor’s financial condition or the collectibility of such Account (other than non-material
disputes involving de minimis amounts arising in the ordinary course of business).



                    8.09 Equipment. The Equipment of US Borrower and each other Credit Party is in good
operating condition and repair, ordinary wear and tear excepted.



                    8.10 Financial Statements; Financial Condition; Undisclosed Liabilities; Projections. (a)
(i) The audited Consolidated balance sheet of US Company as at the last day of its fiscal year
ended December 31, 2007 and the related Consolidated statements of income, retained earnings,
stockholders’ equity and cash flows of US Company for its fiscal year ended on such date, copies of
which have been furnished to the Lenders prior to the Initial Borrowing Date, present fairly in all
material respects the consolidated financial position of US Company at the date of said financial
statements and the Consolidated results of its operations for the respective period covered
thereby. The unaudited Consolidated balance sheet of US Company as at the last day of its fiscal
quarter ended March 31, 2008 and the related Consolidated statements of income, retained earnings,
stockholders’ equity and cash flows of US Company for the three-month period ended on such date,
copies of which in each case have been furnished to the Lenders prior to the Initial Borrowing
Date, present fairly in all material respects the Consolidated financial condition of US Company at
the date of said financial statements and the Consolidated results of its operations for the period
covered thereby. All of the foregoing historical
financial statements have been prepared in accordance with GAAP consistently applied except to
the extent provided in the notes to said financial statements and subject, in the case of the
unaudited financial statements, to normal year-end audit adjustments (all of which are of a
recurring nature and none of which, individually or in the aggregate, would be material) and the
absence of footnotes.



               (ii) The audited Consolidated balance sheet of Target as at the last day of its fiscal year
ended December 31, 2007 and the related Consolidated statements of income, retained earnings,
stockholders’ equity and cash flows of Target for its fiscal year ended on such date, copies of
which have been furnished to the Lenders prior to the Initial Borrowing Date, present fairly in all
material respects the



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Consolidated financial position of Target at the date of said financial
statements and the Consolidated results of its operations for the respective period covered
thereby. The unaudited Consolidated balance sheet of Target as at the last day of its fiscal
quarter ended March 31, 2008 and the related consolidated statements of income, retained earnings,
stockholders’ equity and cash flows of Target for the three-month period ended on such date, copies
of which in each case have been furnished to the Lenders prior to the Initial Borrowing Date,
present fairly in all material respects the Consolidated financial condition of Target at the date
of said financial statements and the Consolidated results of its operations for the period covered
thereby. All of the foregoing historical financial statements have been prepared in accordance
with GAAP consistently applied except to the extent provided in the notes to said financial
statements and subject, in the case of the unaudited financial statements, to normal year-end audit
adjustments (all of which are of a recurring nature and none of which, individually or in the
aggregate, would be material) and the absence of footnotes.



               (iii) The pro forma Consolidated financial statements of US Company and its
Subsidiaries as of March 31, 2008 (after giving effect to the Transactions), copies of which have
been furnished to the Lenders prior to the Initial Borrowing Date, present a good faith estimate of
both the pro forma Consolidated financial condition of US Company and its
Subsidiaries as of such dates and the pro forma Consolidated results of operations
of Company and its Subsidiaries for the periods covered thereby.



               (b) On and as of the Initial Borrowing Date, and after giving effect to the Transactions and
to all Indebtedness (including the Loans) being incurred or assumed and Liens created by the Credit
Parties in connection therewith, US Company and each of its Subsidiaries is or are Solvent.



               (c) Except as disclosed in the financial statements delivered pursuant to Section
8.10(a), and except purchase accounting reserves required pursuant to GAAP and except for
the Indebtedness incurred under this Agreement, there were as of the Initial Borrowing Date no
liabilities or obligations with respect to US Company or any of its Subsidiaries of any nature
whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) known to US
Company or any of its Subsidiaries (which, either individually or in the aggregate, could
reasonably be expected to be material to US Company and its Subsidiaries taken as a whole. As of
the Initial Borrowing Date, US Company does not know of any basis for the assertion against it or
any of its Subsidiaries of any liability or obligation of any nature whatsoever that is not fully
disclosed in the financial statements delivered pursuant to Section 8.10(a) or referred to
in the immediately preceding sentence which, either individually or in the aggregate, could
reasonably be expected to be material to US Company and its Subsidiaries taken as a whole.



               (d) The Projections delivered to the Administrative Agent and the Lenders prior to the Initial
Borrowing Date have been prepared in good faith and are based on reasonable assumptions, and there
are no statements or conclusions in the Projections which are based upon or include information
known to US Company or its Subsidiaries to be misleading in any material respect or which fail to
take into account material information known to US Company or its Subsidiaries regarding the
matters reported therein. On the Initial Borrowing Date, US Company and its Subsidiaries believe
that the
Projections are reasonable and attainable, it being recognized by the Lenders, however, that
projections as to future events are not to be viewed as facts and that the actual results during
the period or periods covered by the Projections may differ from the projected results and such
differences may be material.



               (e) After giving effect to the Transactions, since December 31, 2007, nothing has occurred
that has had, or could reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect with respect to the US Company and its Subsidiaries, taken as a whole.



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               (f) As of the date hereof, the fiscal year of US Company and each of its Subsidiaries ends on
December 31 of each year.



                    8.11 Full Disclosure. The financial statements referred to in Section 8.10 hereof
do not, nor does this Agreement or any other written statement of US Company to Administrative
Agent or any Lender, contain any untrue statement of a material fact or omit a material fact
necessary to make the statements contained therein or herein not misleading. There is no fact which
US Company has failed to disclose to Administrative Agent or any Lender in writing which would
reasonably be expected to have a Material Adverse Effect.



                    8.12 Surety Obligations. Except as set forth on Schedule 8.12, as of the date
hereof, neither US Company nor any other Credit Party is obligated as surety or indemnitor under
any surety or similar bond or other contract issued or entered into to assure payment, performance
or completion of performance of any undertaking or obligation of any Person.



                    8.13 Tax Returns and Payments. Each of US Company and each of its Subsidiaries has timely
filed or caused to be timely filed with the appropriate Governmental Authority all returns,
statements, forms and reports for taxes (the “Returns”) required to be filed by, or with
respect to the income, properties or operations of, US Company and/or any of its Subsidiaries. The
Returns accurately reflect all liability for taxes of US Company and its Subsidiaries, as
applicable, for the periods covered thereby. Each of US Company and each of its Subsidiaries has
paid all taxes and assessments payable by it which have become due, other than those that are being
contested in good faith and adequately disclosed and for which adequate reserves have been
established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or
claim now pending or, to the knowledge of US Company or any other Credit Party, threatened by any
Governmental Authority regarding any taxes relating to US Company or any of its Subsidiaries.
Neither US Company nor any of its Subsidiaries has incurred, nor will any of them incur, any tax
liability in connection with the Transactions or any other transactions contemplated hereby (it
being understood that the representation contained in this sentence does not cover any future tax
liabilities of US Company or any of its Subsidiaries arising as a result of the operation of their
businesses in the ordinary course of business).



                    8.14 Dutch Credit Parties and Luxembourg Subsidiary. (a) Each of the Dutch Credit Parties
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
Equivalent Amount of €3,000,000, other than in connection with its Obligations
hereunder and other than, with respect to Mobile Mini Holding B.V. only, Equity Interests of
Mobile Mini B.V.



          (b) 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 and in connection with its
Obligations hereunder.




                    8.15 Intellectual Property, etc. Each of US Company and each of its Subsidiaries owns or
has the right to use all the patents, trademarks, permits, domain names, service marks, trade
names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and
know-how of any type, whether or not written (including, but not limited to, rights in computer
programs and databases) and formulas, or rights with respect to the foregoing, and has obtained
assignments of all leases, licenses and other rights of whatever nature, necessary for the present
conduct of its business, without any known conflict with the rights of others which, or the failure
to own or have which, as the case may be, could reasonably be expected, either individually or in
the aggregate, to have a Material Adverse Effect.



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                    8.16 Government Consents. US Company and each of its Subsidiaries has, and is in good
standing (or the foreign equivalent of “good standing”, if any, in the relevant foreign
jurisdiction) with respect to, all governmental consents, approvals, licenses, authorizations,
permits, certificates, inspections and franchises necessary to continue to conduct its business as
heretofore or proposed to be conducted by it and to own or lease and operate its Properties as now
owned or leased by it.



                    8.17 Compliance with Laws. US Company and each of its Subsidiaries has duly complied in
all material respects with, and its Properties, business operations and leaseholds are in
compliance in all material respects with, the provisions of all federal, state, local, foreign and
other laws, rules and regulations applicable to US Company or such Subsidiary, as applicable, its
Properties or the conduct of its business, and there have been no citations, notices or orders of
noncompliance issued to US Company or any of its Subsidiaries under any such law, rule or
regulation. US Company and each of its Subsidiaries has established and maintains an adequate
monitoring system to insure that it remains in compliance in all material respects with all
federal, state, local, foreign and other rules, laws and regulations applicable to it. No
Inventory has been produced by US Company or any of its Subsidiaries in violation of the Fair Labor
Standards Act (29 USC. §201 et seq.), as amended.



                    8.18 Restrictions. Neither US Company nor any other Credit Party is a party or subject to
any contract or agreement which restricts its right or ability to incur Indebtedness, other than as
set forth on Schedule 8.18 hereto, none of which prohibit the execution of or compliance
with this Agreement or the other Credit Documents by US Company or any other Credit Party, as
applicable. Except as permitted in this Agreement, none of the Collateral is subject to
contractual obligations that may restrict or inhibit Agent’s rights or abilities to sell or dispose
of the Collateral or any part thereof after the occurrence and during the continuance of an Event
of Default.



                    8.19 Litigation. Except as set forth on Schedule 8.19 hereto, there are no actions, suits,
proceedings or investigations pending, or to the knowledge of US Company or any other Credit Party,
threatened, against or involving US Company or any of its Subsidiaries, or the business,
operations, Properties, prospects, profits or condition of US Company or any of its Subsidiaries
which, singly or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
Neither US Company nor any of its Subsidiaries is in default with respect to any order, writ,
injunction, judgment, decree or rule of any court, governmental authority or arbitration board or
tribunal, which, singly or in the aggregate, would reasonably be expected to have a Material
Adverse Effect.



                    8.20 No Defaults. No event has occurred and no condition exists which would, upon or after
the execution and delivery of this Agreement or each Credit Party’s performance hereunder,
constitute a Default or an Event of Default. Neither US Company nor any other Credit Party is in
default in (and no event has occurred and no condition exists which constitutes, or which the
passage of time or the giving of notice or both would constitute, a default in) the payment of any
Indebtedness to any Person in excess of the lesser of $5,000,000 or the Equivalent Amount thereof
or that amount which would have a Material Adverse Effect. All Obligations are permitted under the
Senior Note Indentures and the other Senior Note Documents.



                    8.21 Leases. Schedule 8.21 hereto is a complete listing of all capitalized and
operating personal property leases of US Company and the other Credit Parties and all real property
leases of US Company and the other Credit Parties. US Company and each other Credit Party is in
full compliance with all of the terms of each of its respective capitalized and operating leases,
except where the failure to so comply would not reasonably be expected to have a Material Adverse
Effect.




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                    8.22 [Intentionally Omitted].



                    8.23 Use of Proceeds; Margin Regulations. (a) All proceeds of the Loans will be used for the working capital, Capital Expenditures,
Permitted Acquisitions and general corporate purposes of US Company and its Subsidiaries, provided
that the proceeds of the Loans shall not be used for purposes which would constitute unlawful
financial assistance for the purposes of Sections 151 to 158 of the United Kingdom Companies Act of
1985 (as amended or otherwise re-enacted from time to time).



          (b) No part of any Credit Event (or the proceeds thereof) will be used to purchase or carry
any Margin Stock or to extend credit for the purpose of purchasing or carrying any Margin Stock.
Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other
Credit Event will violate or be inconsistent with the provisions of Regulation T, U or X.




                    8.24 Compliance with ERISA. (a) Schedule 8.24 sets forth a listing
of each Plan as of the Initial Borrowing
Date. Except as could not, either individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect: (i) each Plan (and each related trust, insurance contract or fund) is
in compliance with its terms and with all Applicable Laws, including without limitation ERISA and
the Code; (ii) each Plan (and each
related trust, if any) which is intended to be qualified under Section 401(a) of the Code has
received an effective determination letter from the Internal Revenue Service to the effect that it
meets the requirements of Sections 401(a) and 501(a) of the Code or is comprised of a master or
prototype plan that is the subject of an effective favorable opinion letter from the Internal
Revenue Service; (iii) no Reportable Event has occurred; (iv) no Multiemployer Plan is insolvent
(as defined under ERISA), is in reorganization (as defined under ERISA) or has been terminated
(within the meaning of Title IV of ERISA); (v) no Plan has an Unfunded Current Liability; (vi) no
Plan which is subject to Section 412 of the Code or Section 302 of ERISA has an accumulated funding
deficiency, within the meaning of such sections of the Code or ERISA, or has applied for or
received a waiver of an accumulated funding deficiency or an extension of any amortization period,
within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA; (vii) all
contributions required to be made with respect to a Plan and Multiemployer Plan each have been
timely made; (viii) neither US Owner nor any Subsidiary of US Owner nor any ERISA Affiliate has
incurred any liability (including any indirect, contingent or secondary liability) to or on account
of a Plan pursuant to Section 406, 409, 502(i), 502(l), 4062, 4063, 4064 or 4069 of ERISA or
Section 401(a)(29), 4971 or 4975 of the Code, or to or on account of a Multiemployer Plan pursuant
to Section 515, 4201, 4204 or 4212 of ERISA or expects to incur any such liability under any of the
foregoing sections with respect to any Plan or Multiemployer Plan; (ix) no event has occurred or
condition exists which presents a risk to US Company or any Subsidiary of US Company or any ERISA
Affiliate of incurring a liability to or on account of a Plan or Multiemployer Plan pursuant to the
foregoing provisions of ERISA and the Code; (x) no proceedings have been instituted to terminate or
appoint a trustee to administer any Plan which is subject to Title IV of ERISA; (xi) no action,
suit, proceeding, hearing, audit or investigation with respect to the administration, operation or
the investment of assets of any Plan (other than routine claims for benefits) is pending, expected
or threatened; (xii) there has been no violation of the applicable requirements of Section 404 or
405 of ERISA or the exclusive benefit rule under Section 401(a) of the Code by any fiduciary or
disqualified person with respect to any Plan for which US Company or any Subsidiary of US Company
may be directly or indirectly liable; (xiii) neither US Company nor any Subsidiary of US Company
has filed, or is considering filing, an application under the Internal Revenue Service Employee
Plans Compliance Resolution System (the “EPCRS”) or the Department of Labor’s Voluntary
Fiduciary Correction Program (the “VFCP”) with respect to any Plan; (xiv) to the knowledge
of US Company and the Credit Parties, no plan administrator or a “plan official” (as defined under
VFCP) of any Multiemployer Plan has filed, or is considering filing, an application under the EPCRS
or the VFCP with respect to any Multiemployer Plan; (xv) using actuarial assumptions and
computation methods consistent



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with Part 1 of subtitle E of Title IV of ERISA, US Company and its
Subsidiaries and its ERISA Affiliates would not incur any liabilities with respect to any
Multiemployer Plans in the event of a complete withdrawal therefrom; (xvi) each group health plan
(as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) which covers or has
covered employees or former employees of US Company, any Subsidiary of US Company, or any ERISA
Affiliate has at all times been operated in compliance with the provisions of Part 6 of subtitle B
of Title I of ERISA and Section 4980B of the Code; (xvii) each group health plan (as defined in 45
Code of Federal Regulations Section 160.103) which covers or has covered employees or former
employees of US Company or any Subsidiary of US Company has at all times been operated in
compliance with the provisions of the Health Insurance Portability and Accountability Act of 1996
and the regulations promulgated thereunder; (xviii) no lien imposed under the Code or ERISA on the
assets of US Company or any Subsidiary of US Company or any ERISA Affiliate exists on account of
any Plan or Multiemployer Plan and no event or condition has occurred or exists that could
reasonably be expected to result in the imposition of any such lien; (xix) US Company and its
Subsidiaries may cease contributions to or terminate any Plan maintained by any of them without
incurring any liability; and (xx) US Company and its Subsidiaries do not maintain or contribute to
any employee welfare benefit plan (as defined in Section 3(1) of ERISA) which provides benefits to
retired employees or other former employees (other than as required by Section 601 of ERISA) or any
Plan the obligations with respect to which could
reasonably be expected to have a Material Adverse Effect on the ability of US Company and its
Subsidiaries to perform their obligations under the Credit Documents to which they are a party.



          (b) Except as could not, either individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect: (i) each Foreign Pension Plan has been maintained in compliance
with its terms and with the requirements of any and all Applicable Laws, statutes, rules,
regulations and orders and has been maintained, where required, in good standing with applicable
regulatory authorities; (ii) all contributions required to be made with respect to a Foreign
Pension Plan have been timely made; neither US Company nor any of its Subsidiaries has incurred any
obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and
(iii) the present value of the accrued benefit liabilities (whether or not vested) under each
Foreign Pension Plan, determined as of the end of US Company’s most recently ended fiscal year on
the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value
of the assets of such Foreign Pension Plan allocable to such benefit liabilities.




                    8.25 Trade Relations. Except as set forth on Section 8.25, there exists no actual or, to any Credit
Party’s knowledge, threatened termination, cancellation or limitation of, or any modification or
change in, the business relationship between US Company or any other Credit Party and any customer
or any group of customers whose purchases individually or in the aggregate are material to the
business of US Company and the other Credit Parties (taken as a whole), or with any material
supplier, except in each case, where the same would not reasonably be expected to have a Material
Adverse Effect, and there exists no present condition or state of facts or circumstances which
would prevent US Company or any other Credit Party from conducting such business after the
consummation of the transaction contemplated by this Agreement in substantially the same manner in
which it has heretofore been conducted.



                    8.26 Security Documents. (a) The provisions of the Security Agreements are effective to create in favor of the
Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security
interest in all right, title and interest of the Credit Parties in all of the Security Agreement
Collateral, and the Collateral Agent, for the benefit of the Secured Creditors, has (or within 10
days following the Initial Borrowing Date will have) a fully perfected security interest in all
right, title and interest in all of the Security Agreement Collateral described therein, subject to
no other Liens other than Permitted Liens. The recordation of (i) the Grant of Security Interest
in US Patents and



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(ii) the Grant of Security Interest in US Trademarks in the respective form
attached to the US Security Agreement, in each case in the United States Patent and Trademark
Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create,
to the extent as may be perfected by such filings and recordation, a perfected security interest in
the United States trademarks and patents covered by the Security Agreement, and the recordation of
the Grant of Security Interest in US Copyrights in the form attached to the US Security Agreement
with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the
US Security Agreement, will create, to the extent as may be perfected by such filings and
recordation, a perfected security interest in the United States copyrights covered by the US
Security Agreement.



          (b) The Liens created under the US Pledge Agreement in favor of the Collateral Agent, as
pledgee thereunder, for the benefit of the Secured Creditors, constitute perfected Liens in all US
Pledge Agreement Collateral, subject to no Liens of any other Person. No filings or recordings are
required in order to perfect (or maintain the perfection or priority of) the Liens created in the
US Pledge
Agreement Collateral under the US Pledge Agreement other than with respect to that portion of
the US Pledge Agreement Collateral constituting General Intangibles under the UCC.




          (c) Each Mortgage creates, as security for the obligations purported to be secured thereby, a
valid and enforceable perfected security interest in and mortgage lien on the respective Mortgaged
Property in favor of the Collateral Agent (or such other trustee as may be required or desired
under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all
third Persons (except that the security interest and mortgage lien created on such Mortgaged
Property may be subject to the Permitted Encumbrances related thereto) and subject to no other
Liens.




                    8.27 Investment Company Act. Neither US Company nor any of its Subsidiaries is an “investment company” or a company
“controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940,
as amended.



                    8.28 Representations and Warranties in Other Documents. All representations and warranties set forth in the other Credit Documents were true and
correct in all material respects at the time as of which such representations and warranties were
made (or deemed made) and shall be true and correct in all material respects as of the Initial
Borrowing Date as if such representations or warranties were made on and as of such date (it being
understood and agreed that any such representation or warranty which by its terms is made as of a
specified date shall be true and correct in all material respects as of such specified date).



                    8.29 Environmental Matters. (a) Each of US Company and each of its Subsidiaries is in compliance in material respects
with all applicable Environmental Laws and the requirements of any permits issued under such
Environmental Laws. There are no pending or, to the knowledge of US Company or any other Credit
Party, threatened Environmental Claims against US Company or any of its Subsidiaries or any Real
Property owned, leased or operated by US Company or any of its Subsidiaries (including any such
claim arising out of the ownership, lease or operation by US Company or any of its Subsidiaries of
any Real Property formerly owned, leased or operated by US Company or any of its Subsidiaries but
no longer owned, leased or operated by US Company or any of its Subsidiaries). There are no facts,
circumstances, conditions or occurrences with respect to the business or operations of US Company
or any of its Subsidiaries, or any Real Property owned, leased or operated by US Company or any of
its Subsidiaries (including any Real Property formerly owned, leased or operated by US Company or
any of its Subsidiaries but no longer owned, leased or operated by US Company or any of its
Subsidiaries) or, to the knowledge of US Company or any other Credit Party, any property adjoining
or adjacent to any such Real Property that could be reasonably expected (i) to form the basis of an
Environmental Claim against US Company or any of its Subsidiaries or any Real Property owned,



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leased or operated by US Company or any of its Subsidiaries or (ii) to cause any Real Property
owned, leased or operated by US Company or any of its Subsidiaries to be subject to any
restrictions on the ownership, lease, occupancy or transferability of such Real Property by US
Company or any of its Subsidiaries under any applicable Environmental Law.



          (b) To the knowledge of US Company or any of its Subsidiaries, Hazardous Materials have not at
any time been generated, used, treated or stored on, or transported to or from, or Released on or
from, any Real Property owned, leased or operated by US Company or any of its Subsidiaries or, to
the knowledge of US Company or any other Credit Party, any property adjoining or adjacent to any
Real Property, where such generation, use, treatment, storage, transportation or Release
has violated or could be reasonably expected to violate any applicable Environmental Law or
give rise to an Environmental Claim.




          (c) Notwithstanding anything to the contrary in this Section 8.29, the representations
and warranties made in this Section 8.29 shall be untrue only if the effect of any or all
conditions, violations, claims, restrictions, failures and noncompliances of the types described
above could, either individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.




                    8.30 Employment and Labor Relations. Neither US Company nor any of its Subsidiaries is engaged in any unfair labor practice that
could, either individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. There is (a) no unfair labor practice complaint pending against US Company or any of its
Subsidiaries or, to the knowledge of US Company or any other Credit Party, threatened against any
of them, before the National Labor Relations Board, and no grievance or arbitration proceeding
arising out of or under any collective bargaining agreement is so pending against US Company or any
of its Subsidiaries or, to the knowledge of US Company or any other Credit Party, threatened
against any of them, (b) no strike, labor dispute, slowdown or stoppage pending against US Company
or any of its Subsidiaries or, to the knowledge of US Company or any other Credit Party, threatened
against US Company or any of its Subsidiaries, (c) no union representation question exists with
respect to the employees of US Company or any of its Subsidiaries, (d) no equal employment
opportunity charges or other claims of employment discrimination are pending or, to the knowledge
of US Company or any other Credit Party, threatened against US Company or any of its Subsidiaries,
and (e) no wage and hour department investigation has been made of US Company or any of its
Subsidiaries, except (with respect to any matter specified in clauses (a) — (e) above, either
individually or in the aggregate) such as could not reasonably be expected to have a Material
Adverse Effect.



                    8.31 Indebtedness. Schedule 8.31 sets forth a list of all Indebtedness (including Contingent
Obligations) of US Company and its Subsidiaries as of the Initial Borrowing Date and which is to
remain outstanding after giving effect to the Transaction (excluding the Obligations), in each case
showing the aggregate principal amount thereof and the name of the respective borrower and any
Credit Party or any of its Subsidiaries which directly or indirectly guarantees such debt (all such
non-excluded Indebtedness, the “Existing Indebtedness”).



                    8.32 Insurance. Schedule 8.32 sets forth a listing of all insurance maintained by US Company and
its Subsidiaries as of the Initial Borrowing Date, with the amounts insured (and any deductibles)
set forth therein.



                    8.33 Employee Benefit Plans; Non-Compete Agreements; Collective Bargaining Agreements;
Existing Indebtedness Agreements. Schedule 8.33 sets forth a list of all Employee Benefit Plans, Non-Compete
Agreements, Collective Bargaining Agreements and Existing Indebtedness Agreements maintained by US
Company and its Subsidiaries as of the Initial Borrowing Date and which are to remain in effect
after giving effect to the Transactions.



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                    8.34 Anti-Terrorism Laws. US Company and its Subsidiaries are in compliance with the Uniting and Strengthening of
America by Providing the Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(the “Patriot Act”).



                    8.35 UK Financial Assistance. Neither the execution, delivery and performance of this Agreement (including without
limitation the guarantee in Section 15) and each of the other Credit Documents and Senior Note
Documents to which it is a party nor the incurrence of any obligations or liabilities (actual or
contingent) thereunder by any of the UK Subsidiaries constitutes or will constitute unlawful
financial assistance for the purposes of sections 151 to 158 (inclusive) of the United Kingdom
Companies Act 1985 (as amended or otherwise re-enacted from time to time).



                    8.36 UK Pensions. To the knowledge of US Company or any of its Subsidiaries, no UK Subsidiary has ever
participated in a UK defined benefit pension plan or been associated or connected with the employer
in relation to a UK defined benefit pension plan.



          SECTION 9. Affirmative Covenants. Each of US Company and each other Credit Party hereby covenants and agrees that on and
after the Initial Borrowing Date and until the Total Revolving Loan Commitment and all Letters of
Credit have terminated and the Loans, Notes and Unpaid US Drawings and Unpaid UK Drawings (in each
case together with interest thereon), Fees and all other Obligations (other than indemnities
described in Section 13.13 which are not then due and payable) incurred hereunder and
thereunder, are paid in full in cash:




                    9.01 Information Covenants. US Company will furnish to each Lender:




     (a) Monthly Reports. As soon as available, but not later than 30 days after
the end of each month hereafter, excluding the last month of each fiscal quarter of US
Company’s, unaudited interim financial statements (including, but not limited to, balance
sheet, income statement and statement of cash flows) of US Company and its Subsidiaries as
of the end of such month and of the portion of the fiscal year then elapsed, on a
Consolidated basis, certified by the principal financial officer or principal accounting
officer of US Company as prepared in accordance with GAAP and fairly presenting in all
material respects the financial position and results of operations of US Company and its
Subsidiaries for such month and period (subject only to changes from audit and year-end
adjustments and except that such statements need not contain notes) and, at the request of
the Administrative Agent, unaudited interim financial statements on a consolidating basis
(A) with respect to US Company and its Domestic Subsidiaries, on the one hand and (B) the US
Company’s Foreign Subsidiaries, on the other hand, in each case in a form consistent with US
Company’s historical practices of preparation of consolidating financial statements.




     (b) Quarterly Financial Statements. As soon as available, but not later than
45 days after the end of each fiscal quarter of US Company, excluding the last quarter of US
Company’s fiscal year, unaudited quarterly financial statements (including, but not limited
to, balance sheet, income statement and statement of cash flows) of US Company and its
Subsidiaries as of the end of such fiscal quarter, on a Consolidated basis, certified by the
principal financial officer or
principal accounting officer of US Company as prepared in accordance with GAAP and
fairly presenting in all material respects the financial position and results of operations
of US Company and its Subsidiaries for such fiscal quarter and period (subject only to
changes from audit and year-end adjustments and except that such statements need not contain
notes) and, at the request of the Administrative Agent, unaudited interim financial
statements on a consolidating basis (A) with respect to US Company and its Domestic
Subsidiaries, on the one hand and (B) the US



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Company’s Foreign Subsidiaries, on the other
hand, in each case in a form consistent with US Company’s historical practices of
preparation of consolidating financial statements. In addition, at the time of the delivery
of the foregoing financial statements, US Company will deliver to the Collateral Agent such
information and/or documents relating to intellectual property of the Credit Parties as may
be required pursuant to the terms of the Security Agreements.




     (c) Annual Financial Statements. As soon as available, but not later than 90
days after the close of each fiscal year of US Company, unqualified (except for a
qualification for a change in accounting principles with which the accountant concurs)
audited financial statements (including, but not limited to, balance sheet, income statement
and statement of cash flows) of US Company and its Subsidiaries as of the end of such year,
on a Consolidated basis, certified by a firm of independent certified public accountants of
recognized standing selected by US Company but reasonably acceptable to Administrative
Agent, together with, at the request of the Administrative Agent, unaudited consolidating
balance sheets, income statements and statements of cash flows (A) with respect to US
Company and its Domestic Subsidiaries, on the one hand and (B) the US Company’s Foreign
Subsidiaries, on the other hand, and, within a reasonable time thereafter a copy of any
management letter issued in connection therewith.




     (d) [Intentionally Omitted].




     (e) Compliance Certificates. Concurrently with the delivery of the financial
statements described in clause (c) of this Section 9.01, US Company shall forward to
Agent a copy of the accountants’ letter to US Company’s management (if any) that is prepared
in connection with such financial statements. Concurrently with the delivery of the
financial statements described in paragraph (b) and (c) of this Section 9.01, or
more frequently if reasonably requested by Agent, US Company shall cause to be prepared and
furnished to Agent a Compliance Certificate in the form of Exhibit P hereto executed
by the Chief Financial Officer or principal accounting officer of US Company. To the extent
any deliverable described in Section 9.01(b) or (c) is contained in a 10-Q
or 10-K which is delivered to the Agent and each Lender pursuant to Section 9.01(i),
US Company’s obligation to deliver such item shall be deemed satisfied.




     (f) Notice of Default, Litigation and Material Adverse Effect. (i) Promptly,
and in any event within three Business Days after any officer of US Company or any of its
Subsidiaries obtains knowledge thereof, notice of the occurrence of any event which
constitutes a Default or an Event of Default, and (ii) promptly, and in any event within
five Business Days after any officer of US Company or any of its Subsidiaries obtains
knowledge thereof, notice of (A) any litigation or governmental investigation or proceeding
pending against US Company or any of its Subsidiaries which, either individually or in the
aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect, or
(B) any other event, change or circumstance that has had, or could reasonably be expected to
have, a Material Adverse Effect.




     (g) Notice of Material Changes. Promptly notify Agent in writing of the
occurrence of any event or the existence of any fact that, in either case, is known to US
Company or any other Credit Party, which renders any representation or warranty in this
Agreement or any of the
other Credit Documents inaccurate, incomplete or misleading in any material respect as
of the date made or remade. In addition, US Company agrees to provide Agent with (i) 10
Business Days’ prior written notice of (1) any change in the legal name of US Company or any
other Credit Party, (2) the adoption by US Company or any other Credit Party of any new
fictitious name or trade name and (3) any change in the chief executive office of US Company
or any other Credit Party, and (ii) prompt written notice of any change in the information
disclosed in any



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Schedule hereto (which notice shall be deemed given in respect of
information set forth within any periodic report filed by US Company with the SEC pursuant
to Section 13 or 15 of the Securities Exchange Act of 1934, as amended, upon delivery of
notice to the Administrative Agent of such filing), in each case after giving effect to the
materiality limits and Material Adverse Effect qualifications contained therein.




     (h) Other Reports and Filings. Promptly after the filing or delivery thereof,
copies of all financial information, proxy materials, reports, and, with respect to (ii)
below, notices, if any, which US Company or any of its Subsidiaries shall (i) publicly file
with the SEC, or any national securities exchange, or (ii) deliver to holders (or any
trustee, agent or other representative therefor) of the Convertible Preferred Stock or any
of its material Indebtedness pursuant to the terms of the documentation governing the same,
in each case, if the same is not available in the SEC’s EDGAR database or, if so available,
US Company has not delivered notice of such filing with the SEC to the Administrative Agent.




     (i) Environmental Matters. Promptly after any officer of US Company or any of
its Subsidiaries obtains knowledge thereof, notice of one or more of the following
environmental matters to the extent that such environmental matters, either individually or
when aggregated with all other such environmental matters, could reasonably be expected to
have a Material Adverse Effect:




     (i) any pending or threatened Environmental Claim against US Company or any of
its Subsidiaries or any Real Property owned, leased or operated by US Company or any
of its Subsidiaries;




     (ii) any condition or occurrence on or arising from any Real Property owned,
leased or operated by US Company or any of its Subsidiaries that (A) results in
noncompliance by US Company or any of its Subsidiaries with any applicable
Environmental Law or (B) could reasonably be expected to form the basis of an
Environmental Claim against US Company or any of its Subsidiaries or any such Real
Property;




     (iii) any condition or occurrence on any Real Property owned, leased or
operated by US Company or any of its Subsidiaries that could reasonably be expected
to cause such Real Property to be subject to any restrictions on the ownership,
lease, occupancy, use or transferability by US Company or any of its Subsidiaries of
such Real Property under any Environmental Law; and




     (iv) the taking of any removal or remedial action in response to the actual or
alleged presence of any Hazardous Material on any Real Property owned, leased or
operated by US Company or any of its Subsidiaries as required by any Environmental
Law or any governmental or other administrative agency; provided that in any
event US Company shall deliver to each Lender all notices received by US Company or
any of its Subsidiaries from any government or governmental agency under, or
pursuant to, CERCLA which identify US Company or any of its Subsidiaries as
potentially
responsible parties for remediation costs or which otherwise notify US Company
or any of its Subsidiaries of potential liability under CERCLA.


All such notices shall describe in reasonable detail the nature of the claim, investigation,
condition, occurrence or removal or remedial action and US Company’ or such Subsidiary’s response
thereto. In addition to the foregoing, prior to inclusion of any Eligible Real Property in the US
Borrowing Base,


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provide the Administrative Agent with environmental reports, in form and substance
satisfactory to the Administrative Agent and Required Lenders and from a firm satisfactory to
Administrative Agent, relating to the properties owned by US Company or any of its Subsidiaries.





     (j) Borrowing Base Certificate. (i) On the Initial Borrowing Date, (ii) not
later than 5:00 P.M. (New York time) on or before the 15th day of each month thereafter (or
at such other times as the Administrative Agent may reasonably request), (iii) at the time
of the consummation of a Permitted Acquisition, (vi) on a weekly basis during a Compliance
Period, and (v) at such other times as US Company may elect, a borrowing base certificate
setting forth the Borrowing Base (in each case with supporting calculations in reasonably
detail) substantially in the form of Exhibit Q (each, a “Borrowing Base
Certificate”), which shall be prepared (A) as of May 31, 2008 in the case of the initial
Borrowing Base Certificate and (B) as of the last Business Day of the preceding month in the
case of each subsequent Borrowing Base Certificate (but adjusted, in the case of a Borrowing
Base Certificate delivered in connection with a Permitted Acquisition, to reflect any
Eligible Accounts, Eligible Inventory, Eligible Machinery and Equipment and Eligible Real
Property acquired by a Borrowing Base Party pursuant to such Permitted Acquisition) (or, if
any such Borrowing Base Certificate is delivered more frequently than monthly, as of the
last Business Day of the week preceding such delivery). Each such Borrowing Base
Certificate shall include the then applicable, marked-to-market Swap Termination Value which
the Borrower intends be treated as a Qualified Swap Termination Value for purposes of
Section 5.03(d), and all such supporting information as may be reasonably requested
from time to time by the Administrative Agent.




     (k) Notice of Compliance Period. Promptly, and in any event within two
Business Days after any officer of US Company or any of its Subsidiaries obtains knowledge
thereof, notice of the commencement of a Compliance Period.




     (l) Material Real Property. Promptly upon, and in any event within ten
Business Days after, US Company or any other Credit Party acquires any Real Property the
Fair Market Value of which is equal to or greater than $2,500,000 or the Equivalent Amount
thereof, notice of such acquisition, together with US Company’ good faith determination of
the Fair Market Value thereof.




     (m) Other Information. From time to time, such other information or documents
(financial or otherwise) with respect to US Company or any of its Subsidiaries as the
Administrative Agent or any Lender (through the Administrative Agent) may reasonably
request.



                    9.02 Books, Records and Inspections; Field Examinations; Appraisals; Records
and Reports of Inventory, Machinery and Equipment. (a) US Company will, and will cause each of its Subsidiaries to, keep proper books of
record and accounts in which full, true and correct entries in conformity with GAAP of all
financial transactions in relation to its business and activities. US Company will, and will cause
each of its Subsidiaries to, permit representatives of Agent, and during the continuation of any
Compliance Period, Default or Event of Default, any Lender, from time to time, as often as may be
reasonably requested, but only during
normal business hours, (i) to visit and inspect the Properties of US Company and each of its
Subsidiaries (including the Collateral), inspect, audit and make extracts from their books and
records, and discuss with their officers, their employees and their independent accountants, US
Company’s and each of its Subsidiaries’ business, assets, liabilities, financial condition,
business prospects and results of operations and (ii) to verify Eligible Accounts, Eligible
Machinery and Equipment, Eligible Inventory and Eligible Real Property. Neither Agent nor any
Lender shall have any duty to make any such inspection and shall not incur any liability by reason
of its failure to conduct or delay in conducting any such inspection. Agent, if no Default or
Event of Default



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then exists, shall give US Company reasonable prior notice of any such inspection
or audit. Without limiting the foregoing, US Company will participate and will cause its key
management personnel to participate in a meeting with Agent and Lenders at least once during each
year or more frequently, as Agent may reasonably request (except that during the continuation of an
Event of Default such meetings may be held more frequently as requested by Agent or Required
Lenders), which meeting(s) shall be held at such times and such places as may be reasonably
requested by Agent.



          (b) In addition to Section 9.02(a), (i) in the case of succeeding sub-clause (x), at
least once during each fiscal year of US Company, (ii) in the case of succeeding sub-clause (y), at
least once, and at the discretion of the Administrative Agent, at least twice, in each fiscal year
of US Company, and (iii) in the case of either succeeding sub-clause (x) or (y) at any time that a
Compliance Period is in effect or any Event of Default exists, as often as the Administrative Agent
may reasonably request, US Company will, and will cause each of its Subsidiaries to, permit
officers and designated representatives of the Administrative Agent or any third-party appraiser or
consultant reasonably satisfactory to the Administrative Agent and the Collateral Agent to visit
and inspect (at the Borrowers’ joint and several expense), under guidance of officers of US Company
or such Subsidiary, any of the properties of US Company or such Subsidiary and to verify Eligible
Accounts, Eligible Machinery and Equipment, Eligible Inventory and/or Eligible Real Property in
order to complete (x) an appraisal of the Eligible Goods Inventory, Eligible Machinery and
Equipment and/or Eligible Real Property of the Borrowing Base Parties and (y) a collateral
examination of the Borrowing Base Parties, and in connection therewith US Company shall provide
Administrative Agent and any field examiner or appraiser reasonable access to the books and records
and the Collateral and shall cooperate with such field examiner or appraiser with respect to the
foregoing.




          (c) When reasonably requested by Administrative Agent, US Company shall, and cause each of its
Subsidiaries to, provide the following to Administrative Agent, with a copy to any Lender which
requests delivery (which, at US Company’s election, may be made by email or other electronic means
of communication, or by web posting) of such reports: a report of Eligible Container Fleet
Inventory and Eligible Trailer Fleet Inventory by category and by item (in detail), a report of
Inventory, based upon a physical count, which shall describe Inventory of the Borrowing Base
Parties by category and by item (in detail) and report the then appraised value of such Inventory,
and a report of Equipment which shall describe Borrower’s and Guarantors’ Equipment (in detail) and
report the then appraised value of such Equipment.




          (d) US Company shall, and shall cause its Subsidiaries to, keep records of its Inventory and
Equipment, which records shall be complete and accurate in all material respects. Borrower shall
furnish to Agent and Lenders updates of Schedule 1.01(b) and Inventory and Equipment
reports concurrently with the delivery of each Borrowing Base Certificate or more frequently as
requested by Administrative Agent, which reports will be in such other format and detail as
Administrative Agent shall request and shall include (a) a current list of all locations of
Inventory and Equipment of US Company and its Subsidiaries and (b) a list of all Inventory and
Equipment of US Company and its Subsidiaries which are Motor Vehicles, which list shall specify the
certificate of title holder (or the equivalent), the vehicle identification number (or equivalent)
and the state or province (or equivalent) in
which such Inventory or Equipment is located. US Company shall conduct a physical inventory
of all container Inventory on premises owned or leased by US Company or any of its Subsidiaries no
less frequently than monthly and shall provide to Administrative Agent on request a report based on
each such physical inventory promptly thereafter, together with such supporting information as
Administrative Agent shall reasonably request.



                    9.03 Maintenance of Property; Insurance. (a) US Company will, and will cause each of its Subsidiaries to, (i) keep all property
necessary to the business of US Company and



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its Subsidiaries in good working order and condition,
ordinary wear and tear excepted and subject to the occurrence of casualty events, (ii) maintain
with financially sound and reputable insurance companies insurance on all such property and against
all such risks as is consistent and in accordance with industry practice for companies similarly
situated owning similar properties and engaged in similar businesses as US Company and its
Subsidiaries, and (iii) furnish to the Administrative Agent, upon its request therefor, full
information as to the insurance carried. Such insurance shall include physical damage insurance on
all real and personal property (whether now owned or hereafter acquired) on an all risk basis and
business interruption insurance. The provisions of this Section 9.03 shall be deemed
supplemental to, but not duplicative of, the provisions of any Security Documents that require the
maintenance of insurance. In addition to the foregoing, US Company and the Borrowers acknowledge
and agree that (x) the Administrative Agent has the right, on an annual basis, to review the
insurance then being maintained by US Company and its Subsidiaries and to require US Company and
its Subsidiaries to increase their levels of coverage from that which then exists to the extent
that the Administrative Agent has a reasonable basis to require same and (y) it will, within 30
days following such a request by the Administrative Agent, obtain such increased insurance
coverage.




          (b) US Company will, and will cause each of its Subsidiaries to, at all times keep its
property insured in favor of the Collateral Agent, and all policies or certificates (or certified
copies thereof) with respect to such insurance (and any other insurance maintained by US Company
and/or such Subsidiaries) (i) shall be endorsed to the Collateral Agent’s satisfaction for the
benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as
loss payee and/or additional insured), (ii) shall state that such insurance policies shall not be
canceled without at least 30 days’ prior written notice thereof by the respective insurer to the
Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all
rights of subrogation with respect to the Collateral Agent and the other Secured Creditors, and
(iv) shall be deposited with the Collateral Agent.




          (c) If US Company or any of its Subsidiaries shall fail to maintain insurance in accordance
with this Section 9.03, or if US Company or any of its Subsidiaries shall fail to so
endorse and deposit all policies or certificates with respect thereto, the Administrative Agent
shall have the right (but shall be under no obligation) to procure such insurance and the Borrowers
jointly and severally agree to reimburse the Administrative Agent for all costs and expenses of
procuring such insurance.



                    9.04 Administration of Equipment; Maintenance of Equipment. (a) US Company shall, and shall cause its Subsidiaries to, keep records of its Equipment
which shall be complete and accurate in all material respects itemizing and describing the kind,
type, quality, quantity and book value of its Equipment and all dispositions made in accordance
with this Agreement, and US Company shall, and shall cause its Subsidiaries to, furnish
Administrative Agent with a current schedule containing the foregoing information on at least an
annual basis and more often if reasonably requested by Administrative Agent. Promptly after the
reasonable request therefore by Administrative Agent, US Company shall deliver to Administrative
Agent any and all evidence of ownership, if any, of any Equipment.




     (b) US Company shall, and shall cause its Subsidiaries to, make or cause to be made all
necessary replacements of and repairs to Equipment so that the operating efficiency thereof
shall be maintained and preserved, reasonable wear and tear excepted, except where the
failure to so maintain the same would not reasonably be expected to have a Material Adverse
Effect. US Company will not, and will not allow any other Credit Party to, permit any
Equipment to become affixed to any Real Property leased to US Company or any other Credit
Party so that an interest arises therein under the real estate laws of the applicable
jurisdiction unless the landlord of such Real Property has executed a landlord waiver or
leasehold mortgage in favor of and in form reasonably acceptable to Administrative Agent,
and US Company will not permit, nor will it



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allow any other Credit Party to permit, any of
the Equipment of US Company or any other Credit Party to become an accession to any personal
Property other than Equipment that is subject to First Priority (except for Permitted Liens)
Liens in favor of Administrative Agent.



                    9.05 Existence; Franchises. US Company will, and will cause each of its Subsidiaries to, do or cause to be done, all
things necessary to preserve and keep in full force and effect its existence and its material
rights, franchises, licenses, permits, copyrights, trademarks and patents; provided,
however, that nothing in this Section 9.05 shall prevent (a) sales of assets and
other transactions by US Company or any of its Subsidiaries in accordance with Section
10.03, (b) the withdrawal by US Company or any of its Subsidiaries of its qualification as a
foreign limited liability company (or other applicable entity) in any jurisdiction if such
withdrawal could not, either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect, or (c) dissolution of the Luxembourg Subsidiary so long as, in the case of
clause (c) only, all of the following conditions are met: (1) no Default or Event of Default shall
exist at the time of such dissolution and after giving effect to such dissolution, (2) any
Subsidiary of the UK Company 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 Guarantor
and shall become a party to each of the Credit Documents to which the UK Company, UK-LP or the
Luxembourg Subsidiary, as applicable, was a party immediately prior to the dissolution of the
Luxembourg Subsidiary, (3) all other Liens under the Security Documents in favor of the
Administrative Agent immediately prior to the dissolution of the Luxembourg Subsidiary shall remain
perfected, and the Borrowers shall cause any Subsidiary of the UK Company 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 such documents, instruments,
financing statements, and amendments to Credit Documents as the Administrative Agent may reasonably
request to continue the perfection of such Liens, (4) such dissolution shall not result in any
Indebtedness permitted to be incurred pursuant to, and incurred in compliance with, Section
10.04(1) hereof; and (5) 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.



                    9.06
Compliance with Statutes, etc. US Company will, and will cause each of its Subsidiaries to, comply with all applicable
statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental
Authorities in respect of the conduct of its business and the ownership of its property in any
jurisdiction (including applicable statutes, regulations, orders and restrictions relating to
environmental standards and controls), except such non-compliances as could not, either
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.



                    9.07 Compliance with Environmental Laws. (a) US Company will comply, and will cause each of its Subsidiaries to comply, with all
Environmental Laws and permits applicable to, or required by, the ownership, lease or use of its
Real Property now or hereafter owned, leased or operated by US Company or any of its Subsidiaries,
except such noncompliances as could not, either individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect, and will promptly pay or cause to be paid all costs and
expenses incurred in connection with such compliance, and will keep or cause to be kept all such
Real Property free and clear of any Liens imposed pursuant to such Environmental Laws. Neither US
Company nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or
permit the generation, use, treatment, storage, Release or disposal of Hazardous Materials on any
Real Property now or hereafter owned, leased or operated by US Company or any of its Subsidiaries,
or transport or permit the transportation of Hazardous Materials to or from any such Real Property,
except for Hazardous Materials generated, used, treated, stored, Released or disposed of at any
such Real Properties in compliance in all material respects with all applicable Environmental Laws
and as required in connection with the normal operation, use and maintenance of the business or
operations of US Company or any of its Subsidiaries.



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          (b) (i) After the receipt by the Administrative Agent or any Lender of any notice of the type
described in Section 9.01(i), (ii) at any time that US Company or any of its Subsidiaries
are not in compliance with Section 9.07(a) or (iii) in the event that the Administrative
Agent or the Lenders have exercised any of the remedies pursuant to the last paragraph of
Section 11, the Borrowers will provide, at the sole joint and several expense of the
Borrowers and at the request of the Administrative Agent, an environmental site assessment report
concerning any Real Property owned, leased or operated by US Company or any of its Subsidiaries,
prepared by an environmental consulting firm reasonably approved by the Administrative Agent,
indicating the presence or absence of Hazardous Materials and the potential cost of any removal or
remedial action in connection with such Hazardous Materials on such Real Property. If the
Borrowers fail to provide the same within 30 days after such request was made, the Administrative
Agent may order the same, the cost of which shall be borne by the Borrowers on a joint and several
basis, and the Borrowers shall grant and hereby grant to the Administrative Agent and the Lenders
and their respective agents access to such Real Property and specifically grant the Administrative
Agent and the Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to
undertake such an assessment at any reasonable time upon reasonable notice to US Company, all at
the sole joint and several expense of the Borrowers.




                    9.08 ERISA. (a) As soon as possible and, in any event, within ten (10) days after US Company, any
Subsidiary of US Company or any ERISA Affiliate knows or has reason to know of the occurrence of
any of the following ERISA matters, US Company will deliver to each of the Lenders a certificate of
any Authorized Officer of US Company setting forth the full details as to such occurrence and the
action, if any, that US Company, such Subsidiary or such ERISA Affiliate is required or proposes to
take, together with any notices required or proposed to be given or filed by US Company, such
Subsidiary, the Plan administrator or such ERISA Affiliate to or with the PBGC or any other
Governmental Authority, or a Plan or Multiemployer Plan participant and any notices received by US
Company, such Subsidiary or ERISA Affiliate from the PBGC or any other Governmental Authority, or a
Plan or Multiemployer Plan participant with respect thereto: that a Reportable Event has occurred
(except to the extent that US Company has previously delivered to the Lenders a certificate and
notices (if any) concerning such event pursuant to the next clause hereof); that a contributing
sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is
subject to the advance reporting requirement of PBGC Regulation Section 4043.61 (without regard to
subparagraph (b)(1) thereof), and an event described in subsection
..62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected to occur with respect to such Plan
within the following 30 days; that an accumulated funding deficiency, within the meaning of Section
412 of the Code or Section 302 of ERISA, has been incurred or an
application may be or has been made for a waiver or modification of the minimum funding
standard (including any required installment payments) or an extension of any amortization period
under Section 412 of the Code or Section 303 or 304 of ERISA with respect to a Plan or
Multiemployer Plan; that any contribution required to be made with respect to a Plan, Multiemployer
Plan or Foreign Pension Plan has not been timely made; that a Plan has been terminated or a
Multiemployer Plan has been reorganized, partitioned or declared insolvent under Title IV of ERISA;
that a Plan has an Unfunded Current Liability; that proceedings have been instituted to terminate
or appoint a trustee to administer a Plan which is subject to Title IV of ERISA; that a proceeding
has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a
Multiemployer Plan; that US Company, any Subsidiary of US Company or any ERISA Affiliate will or
may incur any liability (including any indirect, contingent, or secondary liability) to or on
account of the termination of or withdrawal from a Plan under Section 4062, 4063, 4064 or 4069 of
ERISA, or to or on account of a Multiemployer Plan under Section 4201, 4204 or 4212 of ERISA or
with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409,
502(i) or 502(l) of ERISA or with respect to a group health plan (as defined in Section 607(1) of
ERISA, Section 4980B(g)(2) of the Code or 45 Code of Federal Regulations Section 160.103) under
Section 4980B of the Code and/or the Health Insurance Portability and Accountability Act of 1996;
or that US Company or any Subsidiary of US Company may incur any liability pursuant to



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any employee
welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to retired
employees or other former employees (other than as required by Section 601 of ERISA). US Company
will deliver to each of the Lenders (i) a copy of each funding waiver request filed with the
Internal Revenue Service or any other Governmental Authority with respect to any Plan and all
communications received by US Company, any Subsidiary of US Company or any ERISA Affiliate from the
Internal Revenue Service or any other Governmental Authority with respect to such Plan of US
Company, any Subsidiary of US Company or any ERISA Affiliate, (ii) copies of any records, documents
or other information that must be furnished to the PBGC with respect to any Plan pursuant to
Section 4010 of ERISA and (iii) upon the request of the Administrative Agent, a complete copy of
the annual report (on Internal Revenue Service Form 5500-series) of each Plan (including, to the
extent required, the related financial and actuarial statements and opinions and other supporting
statements, certifications, schedules and information) required to be filed with the US Department
of Labor. In addition to any certificates or notices delivered to the Lenders pursuant to the
first sentence hereof, copies of annual reports and any records, documents or other information
required to be furnished to the PBGC, and any material notices received by US Company, any
Subsidiary of US Company or any ERISA Affiliate with respect to any Plan or Foreign Pension Plan or
received from any government agency or plan administrator or sponsor or trustee with respect to any
Multiemployer Plan, shall be delivered to the Lenders no later than ten (10) days after the date
such annual report has been filed or such records, documents and/or information has been furnished
to the PBGC or such notice has been received by US Company, the Subsidiary or the ERISA Affiliate,
as applicable.



          (b) US Company and each of its applicable Subsidiaries shall ensure that all Foreign Pension
Plans administered by it or into which it makes payments obtains or retains (as applicable)
registered status under and as required by Applicable Law and is administered in a timely manner in
all respects in compliance with all Applicable Laws, except where the failure to do any of the
foregoing, either individually or in the aggregate, could not be reasonably likely to result in a
Material Adverse Effect.




                    9.09 End of Fiscal Years; Fiscal Quarters. US Company will cause (i) its and each of its Subsidiaries’ fiscal years to end on December
31 of each calendar year and (ii) its and each of its Subsidiaries’ fiscal quarters to end on March
31, June 30, September 30 and December 31 of each calendar year.



                    9.10 Performance of Obligations. US Company will, and will cause each of its Subsidiaries to, perform all of its obligations
under the terms of each mortgage, indenture, security agreement, loan agreement or credit agreement
and each other agreement, contract or instrument by which it is bound, except such non-performances
as could not, either individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.



                    9.11 Payment of Taxes. US Company will pay and discharge, and will cause each of its Subsidiaries to pay and
discharge, all material taxes, assessments and governmental charges or levies imposed upon it or
upon its income or profits or upon any properties belonging to it, and all lawful claims which, if
unpaid, might become a Lien or charge upon any properties of US Company or any of its Subsidiaries
not otherwise permitted under Section 10.02; provided that neither US Company nor
any of its Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim
which is being contested in good faith and by proper proceedings if it has maintained adequate
reserves with respect thereto in accordance with GAAP.



                    9.12 Use of Proceeds. The Borrowers will use the proceeds of the Loans only as provided in Section 8.23.



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                    9.13
Additional Security; Further Assurances; etc. (a) US Company will, and will cause each other Credit Party to, grant to the Collateral Agent
for the benefit of the Secured Creditors Liens, hypothecs and Mortgages in such assets and owned
Real Property of US Company and such other Credit Party as are not covered by the original Security
Documents and as may be reasonably requested from time to time by the Administrative Agent or the
Required Lenders (collectively, the “Additional Security Documents”). All such Liens,
hypothecs and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form
and substance to the Administrative Agent and shall constitute valid and enforceable perfected
Liens, hypothecations and Mortgages superior to and prior to the rights of all third Persons and
enforceable against third parties and subject to no other Liens except for Permitted Liens or, in
the case of Real Property, the Permitted Encumbrances related thereto (provided that
Administrative Agent’s Liens on the LKE Joint Accounts need not be perfected). The Additional
Security Documents or instruments related thereto shall have been duly recorded or filed in such
manner and in such places as are required by law to establish, perfect, preserve and protect the
Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security
Documents and all taxes, fees and other charges payable in connection therewith shall have been
paid in full. In connection with the delivery of any Mortgage, US Company will, and will cause
each other Credit Party to, to the extent reasonably requested from time to time by the
Administrative Agent or the Required Lenders, deliver (i) a Mortgage Policy issued by a title
insurer reasonably satisfactory to the Administrative Agent, in form and substance and in an amount
reasonably satisfactory to the Administrative Agent insuring that the Mortgage is a valid and
enforceable First Priority Lien on the respective property other than Permitted Encumbrances, (ii)
a then current A.L.T.A. survey, certified to the Administrative Agent by a licensed surveyor
sufficient to allow the issuer of the Mortgage Policy to issue such Mortgage Policy without a
survey exception, (iii) an environmental site assessment prepared by a qualified firm reasonably
acceptable to the Agent, in form and substance satisfactory to the Administrative Agent and (iv) a
certificate in a form reasonably acceptable to the Administrative Agent indicating that the
property is not in a flood zone, or if the property is in a flood zone, evidence that appropriate
insurance reasonable acceptable to the Administrative Agent has been obtained. Notwithstanding the
foregoing, this Section 9.13(a) shall not apply to (and US Company and
the other Credit Parties shall not be required to grant a Mortgage in) any Real Property the
Fair Market Value of which is less than $2,500,000 or the Equivalent Amount thereof.



          (b) US Company will, and will cause each of the other Credit Parties to, at the expense of US
Company, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time
to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing
statements, transfer endorsements, powers of attorney, certificates, real property surveys,
reports, landlord waivers, bailee agreements, control agreements and other assurances or
instruments and take such further steps relating to the Collateral covered by any of the Security
Documents as the Collateral Agent may reasonably require. Furthermore, US Company will, and will
cause the other Credit Parties to, deliver to the Collateral Agent such opinions of counsel, title
insurance and other related documents as may be reasonably requested by the Collateral Agent to
assure itself that this Section 9.13 has been complied with.




          (c) If the Administrative Agent or the Required Lenders reasonably determine that they are
required by law or regulation to have appraisals prepared in respect of any Real Property of US
Company and the other Credit Parties constituting Collateral, US Company will, at its own expense,
provide to the Administrative Agent appraisals which satisfy the applicable requirements of the
Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and
Enforcement Act of 1989, as amended, and which shall otherwise be in form and substance reasonably
satisfactory to the Administrative Agent.




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          (d) US Company agrees that each action required by clauses (a) through (c) of this Section
9.13 shall be completed as soon as possible, but in no event later than 60 days after such
action is requested to be taken by the Administrative Agent or the Required Lenders;
provided that, in no event will US Company or any of its Subsidiaries be required to take
any action, other than using its commercially reasonable efforts, to obtain consents from third
parties with respect to its compliance with this Section.




          (e) Notwithstanding anything contained in this Section 9.13 or this Agreement to the
contrary, in no event shall (i) the assets of any of the UK Company or any other Foreign Subsidiary
be pledged to secure the US Obligations or (b) more than 65% of the voting securities of any
Foreign Subsidiary held by the US Company or any Domestic Subsidiary be pledged to secure the US
Obligations.




          (f) Each Subsidiary that is a Domestic Subsidiary (other than any holding company or shell
company without any assets constituting a portion of the Borrowing Base and other than any other
Subsidiary reasonably agreed by the Administrative Agent) shall become a party to this Agreement as
a US Borrower on or prior to the date which is 21 days following the Closing Date, in each case by
executing and delivering to the Administrative Agent a counterpart of a Joinder Agreement, and
delivering to the Administrative Agent a counterpart to each US Revolving Note and the US Swingline
Note.




          (g) Each Subsidiary that is a UK Subsidiary (other than any holding company or shell company
without any assets constituting a portion of the Borrowing Base and other than any other Subsidiary
reasonably agreed by the Administrative Agent) shall become a party to this Agreement as a UK
Borrower on or prior to the date which is 21 days following the Closing Date, in each case by
executing and delivering to the Administrative Agent a counterpart of a Joinder Agreement and
delivering to the Administrative Agent a counterpart to each UK Revolving Note and the UK Swingline
Note.




                    9.14 Convertible Preferred Stock. US Company will pay all dividends on its Convertible Preferred Stock solely through the
issuance of additional shares of such Convertible Preferred Stock (but not in cash or Cash
Equivalents or other Property).



                    9.15 Projections. US Company shall, no later than 60 days after the end of each fiscal year of US Company,
deliver to Administrative Agent Projections of US Company and each of its Subsidiaries for the
forthcoming three (3) fiscal years, month by month (including, but not limited to, projected
balance sheets, income statements, statements of cash flows and Total Borrowing Availability, US
Borrowing Availability, UK Borrowing Availability and calculations of projected covenant compliance
other than compliance with Section 10.27 (Minimum Utilization).



                    9.16 Landlord, Processor and Storage Agreements. US Company shall provide Administrative Agent on request with copies of all agreements
between US Company or any other Credit Party and any landlord, processor, distributor, warehouseman
or consignee which owns any premises at which any Collateral may, from time to time, be kept.



                    9.17 Deposit and Brokerage Accounts. For each deposit account or brokerage account that US Company or any other Credit Party
that is a Domestic Subsidiary of US Company at any time opens or maintains (including, without
limitation, any LKE Joint Account, but excluding any account for which such a Cash Management
Control Agreement is expressly not required pursuant to Section 3.9 of the US Security Agreement),
US Company shall, at Administrative Agent’s request and option, pursuant to an Cash Management
Control Agreeement in form and substance satisfactory to Administrative Agent, cause the depository
bank or securities intermediary, as applicable,



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to agree to comply at any time with instructions
from Administrative Agent to such depository bank or securities intermediary, as applicable,
directing the disposition of funds from time to time credited to such deposit or brokerage account,
without further consent of US Company or such other Credit Party, during the continuance of a
Compliance Period, a Default or an Event of Default.



                    9.18 Credit Party Financial Statements. US Company shall deliver or cause to be delivered to Administrative Agent financial
statements, if any, for each other Credit Party (to the extent not consolidated or combined with
the financial statements delivered to Administrative Agent under Section 9.01) in form and
substance reasonably satisfactory to Agent at such intervals and covering such time periods as
Administrative Agent may request.



                    9.19 Qualifying Derivative Obligations. Prior to or concurrently with US Company or any other Credit Party entering into any
Derivative Obligation or any modification of such Derivative Obligation with any Lender or any
Affiliate of a Lender (other than Administrative Agent or any Affiliate of Administrative Agent),
US Company shall provide, or shall cause such Lender or such Affiliate to provide, written notice
to Administrative Agent specifying, in a manner reasonably acceptable to Administrative Agent, the
terms and conditions of such Derivative Obligations. In addition, any Lender that enters into any
Derivative Obligation or any modification of a Derivative Obligation with a Credit Party may
provide notice thereof to the Administrative Agent.



                    9.20 Centre of Main Interest. Each UK Subsidiary and the Luxembourg Subsidiary shall maintain its centre of main interest
for purposes of Recital 13 of EC Regulation No. 1346/2000 on Insolvency Proceedings within
respectively, the United Kingdom and Luxembourg.



                    9.21 Administration of Accounts. (a) Borrower shall, and shall cause each of its Subsidiaries to, keep accurate and complete
records of its Accounts and all payments and collections thereon and shall submit to Administrative
Agent on such periodic basis as Agent shall request a sales and collections report for the
preceding period, in form consistent with the reports currently prepared by US Company with respect
to such information. When requested by Administrative Agent, from and after the date hereof, US
Company shall deliver to Administrative Agent a detailed aging of all of Accounts of US Company and
its Subsidiaries, and upon Administrative Agent’s request therefore, copies of proof of delivery
and the original copy of all documents, including, without limitation, repayment histories and
present status reports relating to the Accounts so scheduled and such other matters and information
relating to the status of then existing Accounts as Administrative Agent shall reasonably request.



          (b) If an Account includes a charge for any tax payable to any governmental taxing authority,
Administrative Agent is authorized, in its sole discretion, to pay the amount thereof to the proper
taxing authority for the account of US Company or its Subsidiaries and to charge US Company
therefore, except for taxes that (i) are being actively contested in good faith and by appropriate
proceedings and with respect to which US Company or such Subsidiary maintains reasonable reserves
on its books therefore and (ii) would not reasonably be expected to result in any Lien other than a
Permitted Lien. In no event shall Administrative Agent or any Lender be liable for any taxes to
any governmental taxing authority that may be due by US Company or any of its Subsidiaries or
Affiliates.




                    9.22 Completion of Mobile Storage Acquisition on the Closing Date. (a) Concurrent with the making of the Pre-Merger Loans, the US Company shall deliver to the
Administrative Agent an irrevocable Notice of Borrowing for each other Loan to be made on the
Initial Borrowing Date necessary to consummate the Mobile Storage Acquisition on the Closing Date;
(b) the US Company shall cause the Mobile Storage Acquisition, including without limitation each
Subsequent



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Merger, to have been completed on the Closing Date; and (c) the US Company shall cause
(i) all Refinanced Indebtedness to have been repaid in full (together with all fees and other
amounts owing thereon), all commitments thereunder to have been terminated and all letters of
credit issued pursuant thereto to have been terminated or cash collateralized in a manner
reasonably acceptable to the Administrative Agent, and (ii) all security interests in respect of,
and Liens securing, the Refinanced Indebtedness created pursuant to the security documentation
relating thereto to have been terminated and released in a manner reasonably satisfactory to the
Administrative Agent, in each case as of the Closing Date.



          SECTION 10. Negative Covenants. Each of US Company and each other Credit Party hereby covenants and agrees that on and
after the Effective Date and until the Total Revolving Loan Commitment and all Letters of Credit
have terminated and the Loans, Notes and Unpaid US Drawings and Unpaid UK Drawings (in each case,
together with interest thereon), Fees and all other Obligations (other than any indemnities
described in Section 13.13 which are not then due and payable) incurred hereunder and
thereunder, are paid in full in cash:




                    10.01 Capital Expenditures. US Company and its Subsidiaries shall not make payments for Capital Expenditures (net of
sales of Eligible Container Fleet Inventory) in excess of $150,000,000 or the Equivalent Amount in
any fiscal year; provided, that as long as no Event of Default shall have occurred and be
continuing, US Company and its Subsidiaries may carry forward and add to the next year’s limitation
amount (but not beyond such next year) the unused portion of the limitation on Capital Expenditures
for the prior year, up to a maximum of one hundred percent (100%) of the prior year’s limitation
amount; and provided, further, that the amount set forth in this Section
10.01 shall be increased by an amount equal to three hundred percent (300%) of the net cash
proceeds received by US Company from any sale of equity Securities of US Company less such amount
of such net cash proceeds used to redeem or repurchase Senior Notes in compliance with this
Agreement (the “CapEx Equity Increase”), and the unused portion of any CapEx Equity
Increase may be carried forward to any subsequent fiscal year. US Company and its Subsidiaries
shall not make any Capital Expenditures that are not directly related to the business conducted on
the Initial Borrowing Date by US Company and its Subsidiaries.



                    10.02 Liens. US Company will not, and will not permit any of its Subsidiaries to, create, incur, assume
or suffer to exist any Lien upon or with respect to any property or assets (real or personal,
tangible or intangible) of US Company or any of its Subsidiaries, whether now owned or hereafter
acquired, or sell any such property or assets subject to an understanding or agreement, contingent
or otherwise, to repurchase such property or assets (including sales of accounts receivable with
recourse to US Company or any of its Subsidiaries), or assign any right to receive income or permit
the filing of any financing statement under the UCC or any other similar notice of Lien under any
similar recording or notice statute; provided that the provisions of this Section
10.02 shall not prevent the creation, incurrence, assumption or existence of the following
(Liens described below are herein referred to as “Permitted Liens”):




     (a) Liens granted to Collateral Agent for the benefit of the Lenders under the Security
Documents to secure the Obligations;




     (b) (i) Liens listed on Schedule 10.02 and (ii) other Liens purporting to
relate to less than $500,000 individually or $5,000,000 in the aggregate, relating to assets
acquired in connection with the transactions under the Merger Agreement, if such Liens are
being contested in good faith by US Company or a Subsidiary;



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     (c) Liens for taxes not yet due or being contested in good faith and by appropriate
proceedings to the extent permitted under this Agreement;




     (d) Purchase Money Liens and Leases;




     (e) Liens of warehousemen, mechanics, materialmen, workers, repairmen, common carriers,
or landlords, liens for taxes, assessments or other governmental charges, and other similar
Liens (other than Liens arising under ERISA) arising by operation of law for amounts that
are not yet due and payable or which are being diligently contested in good faith by a
Credit Party, and for which adequate reserves are maintained by US Company for their payment
in accordance with GAAP;




     (f) Attachment or judgment Liens not to exceed an aggregate of $2,000,000 or the
Equivalent Amount thereof excluding in each case amounts (i) bonded to the reasonable
satisfaction of Administrative Agent or (ii) covered by insurance to the reasonable
satisfaction of Administrative Agent;




     (g) Deposits or pledges to secure obligations under worker’s compensation, social
security or similar laws, or under unemployment insurance, not to exceed an aggregate of
$5,000,000 or the Equivalent Amount thereof;




     (h) Deposits or pledges to secure bids, tenders, contracts (other than contracts for
the payment of money), leases, statutory obligations, surety and appeal bonds and other
obligations of like nature arising in the ordinary course of business not to exceed an
aggregate of $5,000,000 or the Equivalent Amount thereof;




     (i) Easements, rights of way, restrictions and other similar encumbrances incurred in
the ordinary course of business which, in the aggregate, are not substantial in amount and
which do not materially detract from the value of the property subject thereto or materially
interfere with the ordinary conduct of the business of US Company or any of its
Subsidiaries;




     (j) Liens securing Indebtedness described in Section 10.05(d) which has been
refinanced so long as such refinanced Indebtedness is not secured by any collateral which
did not secure the Indebtedness prior to such refinancing;




     (k) Liens securing Indebtedness described in Section 10.05(j) and (k);




     (l) Extensions and renewals of any of the foregoing so long as the aggregate amount of
extended or renewed Liens are not increased and are on terms and conditions no more
restrictive than the terms and conditions of the Liens extended or renewed;




     (m) Liens securing Capitalized Lease Obligations permitted pursuant to Section
10.05(l);




     (n) Liens securing Indebtedness of a Foreign Subsidiary permitted under Section
Section 10.05(e)(iii); and




     (o) Liens securing Capitalized Lease Obligations permitted pursuant to Section
10.05(m).



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                    10.03 Sale of Assets. US Company shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, sell, lease, assign, transfer or otherwise dispose of any assets (an “Asset
Sale”) other than (i) Inventory (including containers held for lease) in the ordinary course of
business, (ii) individual items of Collateral with a book value of less than $2,500,000 or the
Equivalent Amount thereof in the aggregate during any fiscal year, (iii) obsolete or worn out
property disposed of in the ordinary course of business, (iv) transfers of Inventory and Equipment
from US Company to a Credit Party, or from one Credit Party to another Credit Party or to US
Company, (v) sales of Trailers acquired in Permitted Acquisitions or owned by US Company or a
Credit Party on the date hereof, (vi) so long as no Default or Event of Default has occurred and is
continuing, to the extent permitted by the Senior Note Indentures, sales of container Inventory
held for lease pursuant to sale and leaseback transactions (with the “leaseback” portion of such
transaction being permitted pursuant to Section 10.05(m)), provided that the Orderly Liquidation
Value of such container Inventory sold during the term of this Agreement shall not exceed
$50,000,000 or the Equivalent Amount thereof, (vii) dispositions of assets not otherwise addressed
by this Section 10.03 with
an aggregate Fair Market Value not in excess of $2,500,000 or the Equivalent Amount thereof in
the aggregate in any fiscal year; provided that, with respect to clauses (ii), (iii), (iv),
(v), (vi) and (vii), (a) such dispositions are for fair value, (b) the aggregate consideration is
paid in full in cash at the time of disposition and is either reinvested in the business of US
Company or its Subsidiaries (subject to the limitations of this Agreement) or used to repay
Revolving Loans in accordance with Section 5.02(c), (viii) sales of Equipment which US
Company or a Credit Party will lease back under a capital lease permitted under Section
10.05(d) or an operating lease permitted under Section 10.13 and (ix) sales or other
dispositions of Inventory or Equipment to the extent that (i) such property is exchanged for credit
against the purchase price of similar replacement property or (ii) the proceeds of such sale or
other disposition are applied to the purchase price of such replacement property (or otherwise
applied in accordance with Section 5.02(c)(ii)), in each case as part of a LKE Transaction and
pursuant to the terms and conditions of the LKE Master Exchange Agreement.



                    10.04 Restricted Payments. US Company shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly:




     (a) declare or pay any dividend (other than dividends payable solely in common stock of
US Company) on, or make any payment on account of, or set apart assets for a sinking or
other analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any shares of any class of Securities of US Company or any warrants, options
or rights to purchase any such Securities, whether now or hereafter outstanding, or make any
other distribution in respect thereof, either directly or indirectly, whether in cash or
property or in obligations of US Company or any of its Subsidiaries (each of the foregoing,
a “Restricted Payment”); provided, (i) any Subsidiary may declare and pay
dividends or distributions to US Company or any other Domestic Subsidiary of US Company
which is a US Credit Party; (ii) any Foreign Subsidiary may declare and pay dividends or
distributions to UK Company or any other Foreign Subsidiary, (iii) US Company may purchase
on the open market or in privately-negotiated transactions Securities consisting of its
common stock for an aggregate amount not to exceed $10,000,000 if, (A) both before and after
giving effect to such purchase, no Default or Event of Default exists or would result
therefrom and US Company has Total Borrowing Availability of at least
$100,000,000, (B) all shares of such Securities so purchased are thereafter immediately cancelled or shall have
the status of treasury stock of US Company and (C) if the Restricted Payment under this
clause (iii) is to be made with the proceeds of a Loan, the request for such Loan shall be
made under a separate request for borrowing and shall be accompanied by calculations in
reasonable detail evidencing that US Company may make any Restricted Payment in compliance
with this Section 10.04(a); and (iv) US Company may make any Restricted Payment
permitted pursuant to the Senior Note Documents so long as at the time of such Restricted
Payment, the Payment Conditions shall have been satisfied; or



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     (b) make any payment or prepayment of principal of, or any prepayment of interest on,
or any redemption (including, without limitation, by making payments to a sinking or
analogous fund), repurchase or defeasance of, any Indebtedness (other than the Obligations)
or of any Mandatory Redeemable Obligation; provided that (i) any Subsidiary may make
payments on account of Indebtedness owing to US Company or any other Credit Party, (ii) on
or prior to August 1, 2010, US Company may repurchase or redeem up to 35% of the aggregate
principal amount of the Senior Notes outstanding on the Initial Borrowing Date and pay
accrued interest and premium thereon with the proceeds of the issuance of US Company’s
Securities in an “Equity Offering” under and as defined in the Senior Note Indentures if,
both before and after giving effect to such repurchase or redemption, (x) no Default or
Event of Default exists and (y) US Company has Total Borrowing Availability of at least
$100,000,000; (iii) US Company and
its Subsidiaries may make scheduled principal and interest payments on Indebtedness
permitted under Sections 10.05(a), (b), (c), (d),
(g), (h), (i), (j), (k) and (l) and
scheduled interest payments on the Senior Notes and (iv) US Company may prepay, repurchase
or redeem any Indebtedness permitted to be prepaid, repurchased or redeemed pursuant to the
Senior Note Documents so long as at the time of such prepayments, repurchases or
redemptions, the Payment Conditions shall have been satisfied.



                    10.05 Indebtedness. US Company will not, and will not permit any of its Subsidiaries to, contract, create,
incur, assume or suffer to exist any Indebtedness, except:




     (a) Indebtedness under the Credit Documents and Derivative Obligations under which a
Lender (or its Affiliate) is the counterparty incurred in the ordinary course of business;




     (b) Unsecured Derivative Obligations incurred in the ordinary course of business;




     (c) Indebtedness described on Schedule 10.05, and any refinancing of such
Indebtedness, so long as the aggregate principal amount of the Indebtedness so refinanced
shall not be increased and the refinancing shall be on terms and conditions no more
restrictive than the terms and conditions of the Indebtedness to be refinanced;




     (d) Indebtedness, including Capitalized Lease Obligations, secured by purchase money
liens on Equipment the title to or leasehold interest in which is acquired after the Initial
Borrowing Date, not to exceed $20,000,000 or the Equivalent Amount thereof in the aggregate
(irrespective of when due) outstanding at any one time (“Purchase Money Liens and
Leases”) so long as each Purchase Money Lien or Lease shall attach or relate only to the
property (and accessions thereto and proceeds thereof) to be acquired or the acquisition
cost of which is financed through leasing and the principal amount of the debt incurred
(including the principal component of lease payments) shall not exceed one hundred percent
(100%) of the purchase price of the item or items of equipment;




     (e) (i) Indebtedness consisting of loans and advances by US Company or any Subsidiary
of US Company to US Company or any Domestic Subsidiary that is a Credit Party; (ii)
Indebtedness consisting of loans and advances by the UK Company or any Foreign Subsidiary to
UK Company or any Foreign Subsidiary that is a Credit Party; (iii) Indebtedness consisting
of loans and advances by the US Company or any Domestic Subsidiary to UK Company or any
Foreign Subsidiary that is a Credit Party, in an amount, together with Investments under
Section 10.07(b)(iii), not to exceed $25,000,000 or the Equivalent Amount thereof at
any time outstanding; (iv) Indebtedness of any Foreign Subsidiary (other than a Credit
Party) for which none of a US Borrower, a UK Borrower or any Credit Party has provided
credit support (by guarantee, granting of Liens on its assets or otherwise) in an amount not
to exceed $10,000,000 or



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the Equivalent Amount thereof at any time outstanding, and (v)
other Indebtedness consisting of loans and advances to Foreign Subsidiaries, which together
with Investments made by any Credit Party in Foreign Subsidiaries under Section
10.07(b)(iv) (such loans and advances to Foreign Subsidiaries, together with Investments
made under Section 10.07(b)(iv), “Restricted Foreign Funding”), does not exceed
$10,000,000 or the Equivalent Amount thereof in the aggregate at any time outstanding;
provided that (X) all loans and advances described under (i), (ii), (iii) and (v)
are evidenced by an intercompany note, which is pledged to Administrative Agent and are
subordinated to the Obligations on terms and conditions reasonably acceptable to the
Administrative Agent and (Y) US Company may make any Restricted Foreign Funding in excess
of the limitations in the foregoing clause (v) which are otherwise permitted pursuant
to the Senior Note Documents so long as at the time of such Restricted Foreign Funding, the
Payment Conditions shall have been satisfied.




     (f) Indebtedness under the Senior Notes, and any refinancings thereof, in an aggregate
principal balance for all such Indebtedness not to exceed $350,000,000 at any time
outstanding so long as, with respect to any refinancings thereof, the Indebtedness is on
terms at least as favorable to the Lenders as the Senior Notes, in the reasonable judgment
of the Administrative Agent;




     (g) Indebtedness (other than Indebtedness under this Agreement) incurred to finance
insurance premiums, not to exceed $5,000,000 or the Equivalent Amount thereof in any fiscal
year;




     (h) unsecured Indebtedness which matures no earlier than six (6) months after the Final
Maturity Date so long as (i) the Credit Parties shall be in compliance with the Debt Ratio
then applicable to the most recently completed fiscal quarter as set forth in Section
10.26 (Debt Ratio) calculated on a pro forma basis (whether or not then tested) before
and immediately after giving effect to the incurrence of such Indebtedness, (ii) before and
immediately after giving effect to the incurrence of such Indebtedness and any
contemporaneous use of the proceeds thereof, no Default or Event of Default has occurred and
is continuing or would be created thereby, and (iii) such Indebtedness is not prohibited by
the Senior Note Documents;




     (i) unsecured Indebtedness in an aggregate principal amount not to exceed $25,000,000
or the Equivalent Amount thereof so long as (i) before and immediately after giving effect
to the incurrence of such Indebtedness and any contemporaneous use of the proceeds thereof,
no Default or Event of Default has occurred and is continuing or would be created thereby,
and (ii) such Indebtedness is not prohibited by the Senior Note Documents.




     (j) Indebtedness which is secured by a Lien junior to the Lien granted to
Administrative Agent for the benefit of the Lenders under the Security Documents, and (i)
such Indebtedness matures no earlier than six (6) months after the end of the Term, (ii) the
Credit Parties shall be in compliance with the Debt Ratio then applicable to the most
recently completed fiscal quarter as set forth in Section 10.26 (Debt Ratio)
calculated on a pro forma basis (whether or not then tested) before and immediately after
giving effect to the incurrence of such Indebtedness, (iii) the creditors with respect to
such Indebtedness enter into an intercreditor agreement in form and substance satisfactory
to Administrative Agent, (iv) before and immediately after giving effect to the incurrence
of such Indebtedness and any contemporaneous use of the proceeds thereof, no Default or
Event of Default has occurred and is continuing or would be created thereby, and (v) such
Indebtedness is not prohibited by the Senior Notes Documents;



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     (k) Indebtedness which is secured by a first or second priority Lien on the assets of
the US Company or other Credit Party, in an aggregate principal amount for all Credit
Parties not to exceed $5,000,000 or the Equivalent Amount thereof so long as (i) the
creditors with respect to such Indebtedness enter into an intercreditor agreement in form
and substance satisfactory to Administrative Agent, (ii) before and immediately after giving
effect to the incurrence of such Indebtedness and any contemporaneous use of the proceeds
thereof, no Default or Event of Default has occurred and is continuing or would be created
thereby, and (iii) such Indebtedness is not prohibited by the Senior Notes Documents;




     (l) the Luxembourg Debt; provided that (A) such Indebtedness 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 Administrative Agent 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 Indebtedness shall have
entered into and delivered to the Administrative Agent for the benefit of the Lenders the UK
Intercreditor Deed in the form attached hereto as Exhibit R; and




     (m) Capitalized Lease Obligations in respect of leasehold interest in container
Inventory which is sold in a sale and leaseback transaction (with the sale portion of such
transaction being permitted pursuant to Section 10.03(vi)) so long as each lease shall
attach or relate only to the property subject to such sale leaseback transaction and the
principal amount of the debt incurred (including the principal component of lease payments)
shall not exceed one hundred percent (100%) of the purchase price of the item or items of
container Inventory.



                    10.06 Contingent Obligations. Neither US Company nor any of its Subsidiaries shall directly or indirectly incur, assume,
or suffer to exist any Contingent Obligation, excluding indemnities given in connection with the
sale of Inventory or other asset dispositions permitted hereunder and Contingent Obligations for
Indebtedness permitted to be incurred under Section 10.05 hereof



                    10.07 Advances, Investments and Loans. US Company shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, make any Investment in any Person, whether in cash, securities, or other property of
any kind including, without limitation, any Subsidiary or Affiliate of US Company, other than:




     (a) Advances or loans (but not sales on open account on ordinary course of business
terms) made in the ordinary course of business, including those made to finance the sale of
Inventory, not to exceed $250,000 or the Equivalent Amount thereof outstanding at any one
time to any one Person and $750,000 or the Equivalent Amount thereof in the aggregate
outstanding at any one time;




     (b) Investments (including in the form of loans or advances permitted by Section
10.4(e)): (i) by US Company or any Subsidiary of US Company in US Company or any Domestic
Subsidiary that is a Credit Party, (ii) by the UK Company or any Foreign Subsidiary in UK
Company or any Foreign Subsidiary that is a Credit Party, (iii) by US Company or a Domestic
Subsidiary in UK Company or a Foreign Subsidiary that is a UK Credit Party; provided
that all Investments in such Foreign Subsidiaries, together with Indebtedness of Foreign
Subsidiaries permitted under Section 10.05(e)(iii), shall not exceed $25,000,000 or
the Equivalent Amount thereof at any time outstanding, and (iv) in Foreign Subsidiaries,
which together with Indebtedness incurred in reliance on Section 10.05(e)(v), does
not exceed $10,000,000 or the Equivalent Amount thereof in the aggregate at any time
outstanding; provided that (X) all



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Investments in the form of loans and advances
described under (i), (ii), (iii) and (iv) are evidenced by an intercompany note in
accordance with Section 10.05(e)(v) and (Y) US Company may make any Restricted Foreign
Funding in excess of the limitations set forth in the foregoing clause (iv) which are
otherwise permitted pursuant to the Senior Note Documents so long as at the time of such
Restricted Foreign Funding, the Payment Conditions shall have been satisfied;




     (c) Cash Equivalents;




     (d) Permitted Acquisitions;




     (e) Deposits with financial institutions, disclosed on Schedule 10.07, and
which are insured by the Federal Deposit Insurance Corporation (“FDIC”) or a similar federal
insurance program; provided, however, that US Company may, in the ordinary
course of its business, maintain in its disbursement accounts from time to time amounts in
excess of then applicable FDIC or other program insurance limits; and




     (f) Such other Investments as Required Lenders may approve in writing in their sole
discretion.



                    10.08 Transactions with Affiliates. US Company shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, enter into any transaction with, including, without limitation, the purchase, sale or
exchange of property or the rendering of any service to, any Subsidiary or Affiliate of US Company,
except (a) the transactions in existence on the Initial Borrowing Date as described on Schedule
10.08, (b) transactions between or among US Company and its wholly-owned Subsidiaries which are
Credit Parties and (c) transactions in the ordinary course of and pursuant to the reasonable
requirements of US Company’s or such Subsidiary’s or Affiliate’s business, as the case may be, and
upon fair and reasonable terms no less favorable to US Company or such Subsidiary than could be
obtained in a comparable arm’s-length transaction with an unaffiliated Person.



                    10.09 [Reserved].



                    10.10 [Reserved].



                    10.11 Additional Negative Pledges. US Company shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective, (i) any prohibition
or restriction (including any agreement to provide equal and ratable security to any other Person
in the event a Lien is granted to or for the benefit of Administrative Agent and the Lenders) on
the creation or existence of any Lien upon the assets of US Company or its Subsidiaries or (ii) any
contractual obligation which may restrict or inhibit Administrative Agent’s rights or ability to
sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of
Default, other than pursuant to the Senior Note Documents as in effect on the date on which the
Senior Notes were issued.



                    10.12 No Subsidiaries. US Company shall not, directly or indirectly, form or acquire any new Subsidiaries, except
(a) in connection with Permitted Acquisitions in compliance with Section 10.14 and (b) if
each of the following conditions is met:



          (i) each new Subsidiary is a Wholly-Owned Subsidiary of US Company created to conduct business
in a specific jurisdiction;





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          (ii) both before and after giving effect to the creation of such Subsidiary and the transfer
of any assets from US Company to such Subsidiary, all representations and warranties of US Company
and its Subsidiaries contained in any Credit Document are true and correct, on and as of such date
as if made as of such date (except (x) such revisions as are necessary to reflect the formation of
such new Subsidiary and (y) to the extent a representation and warranty was made only as of a
specified date, such representation and warranty shall have been true and correct as of such date),
no Default or Event of Default shall have occurred and be continuing, and US Company and its
Subsidiaries shall be Solvent;




          (iii) US Company shall have delivered to Administrative Agent written notice at least fifteen
(15) Business Days prior to consummation of any transfer of assets to, or acquisition of assets by,
such new Subsidiary, describing in reasonable detail the proposed new Subsidiary and its assets;




          (iv) any such new Subsidiary shall have executed and delivered to Administrative Agent such
Security Documents (or joinders thereto, in form and substance satisfactory to Agent) and other
documents as are necessary (or advisable in Administrative Agent’s judgment) under Applicable Law
in order to grant Administrative Agent for the benefit of the Lenders a perfected First Priority
security interest and Lien in the assets of, and ownership interests in, such Subsidiary and US
Company or the applicable Credit Party shall execute and deliver an amendment to the applicable
pledge agreement in form and substance satisfactory to Administrative Agent, together with stock
certificates and promissory notes and other instruments endorsed in blank, to pledge its equity
interests in such new Subsidiary and all intercompany Loans to such Subsidiary;




          (v) each such new Subsidiary that is a Domestic Subsidiary shall become a party to this
Agreement, either as a US Borrower or a US Guarantor, as determined by the Administrative Agent or
the Required Lenders, in each case by executing and delivering to the Administrative Agent a
counterpart of a Joinder Agreement, and in the event that the Subsidiary is to become a US Borrower
hereunder, by executing and delivering to the Administrative Agent a counterpart to the US
Revolving Note and the US Swingline Note;




          (vi) (i) each such new Subsidiary that is a UK Subsidiary shall become a party to this
Agreement, either as a UK Borrower or a UK Guarantor, as determined by the Administrative Agent or
the Required Lenders, in each case by executing and delivering to the Administrative Agent a
counterpart of a Joinder Agreement, and in the event that the Subsidiary is to become a UK Borrower
hereunder, by executing and delivering to the Administrative Agent a counterpart to the UK
Revolving Note and the UK Swingline Note, and (ii) each such new Subsidiary that is a Foreign
Subsidiary other than a UK Subsidiary shall become a party to this Agreement as a UK Guarantor by
executing and delivering to the Administrative Agent a counterpart of a Joinder Agreement; and




          (vii) if required by Administrative Agent, Administrative Agent shall have received opinions
of counsel, in form and substance satisfactory to it, as to the due execution, delivery and
enforceability of the Credit Documents executed by such new Subsidiary, together with such
evidences of solvency, certificates, Certificates of Title, and other documents and instruments
reasonably requested by Administrative Agent.




                    10.13 Operating Leases; Off-Balance Sheet Financing. Neither US Company nor any of its Subsidiaries shall directly or indirectly incur, create,
assume or suffer to exist any liabilities for operating leases or other indebtedness or liabilities
not reflected as such on their financial statements other than liabilities described on
Schedule 10.13, and any refinancing of such liabilities, so long as the aggregate amount
thereof so refinanced shall not be increased and the refinancing shall be on terms and conditions
no more restrictive than the terms and conditions of the liabilities to be refinanced;
provided, however, that US Company and its Subsidiaries may incur liabilities in
connection with



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operating leases of real property (including office and yard space) and office
Equipment in the ordinary course of business and of other Equipment with values of up to
$10,000,000 or the Equivalent Amount thereof in any fiscal year (exclusive of Equipment acquired
under operating leases executed prior to the Initial Borrowing Date and listed on Schedule
10.13) (and up to 50% of any amount not incurred in any fiscal year may be carried over to the
next fiscal year).




                    10.14 Permitted Acquisitions. US Company shall not, and shall not permit any of its
Subsidiaries to, make an Acquisition (other than the Mobile Storage Acquisition) unless each of the
following conditions is satisfied:



     (a) such Acquisition is made by US Company or another Credit Party;



     (b) such Acquisition shall be consensual and, if required under state law, shall have been
approved by the board of directors or other governing body of the Person to be acquired (if there
is such a governing body) and shall be permitted by the Senior Note Documents;



     (c) both before and after giving effect to such Acquisition, all representations and
warranties of US Company and its Subsidiaries contained in any Credit Document are true and correct
on such date as if made as of such date (except to the extent that a representation and warranty
was made only as of a specified date, such representation and warranty shall have been true and
correct as of such date) and no Default or Event of Default shall have occurred and be continuing,
and Administrative Agent shall receive a certificate of US Company to such effect on the date on
which such Acquisition is consummated;



     (d) both before and after giving effect to such Acquisition and the incurrence of Indebtedness
in connection therewith, US Company and its Subsidiaries (including any Subsidiary acquired in such
Acquisition) shall be Solvent;



     (e) no Default or Event of Default shall have occurred and be continuing or shall be created
thereby and the Payment Conditions shall have been satisfied, each calculated on a pro forma basis
(whether or not Section 10.24 hereof would then require compliance with such covenant)
immediately after giving effect to such payments and any Indebtedness incurred in connection
therewith, and Administrative Agent shall receive a certificate of US Company to such effect on the
date on which such Acquisition is consummated;



     (f) if a Revolving Loan is to be made in connection with such Acquisition, Administrative
Agent shall have received a Notice of Borrowing and, if US Company desires to include the assets to
be acquired in the US Borrowing Base or the UK Borrowing Base for such Revolving Loan, a Borrowing
Base Certificate;



     (g) as soon as reasonably practicable following consummation of the Acquisition,
Administrative Agent shall have received such financing statements, filings, Certificates of Title
and other Security Documents as required (or advisable in Administrative Agent’s judgment) to
create and perfect Liens on any assets to be acquired, including assets of any new Subsidiary,
together with evidence (including Lien search results) satisfactory to Administrative Agent that
such Liens are first and prior Liens subject only to Permitted Liens;



     (h) all new Subsidiaries formed or acquired in such Permitted Acquisition shall be
Wholly-Owned Subsidiaries, directly or indirectly, of US Company;



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     (i) the business and assets to be acquired in such Acquisition shall be acquired free and
clear of all Liens (other than Permitted Liens);



     (j) any new Domestic Subsidiary shall become a Borrower or Guarantor and all new Domestic
Subsidiaries shall execute and deliver to Administrative Agent such Security Documents as are
required to be executed by a Guarantor (or joinder agreements in form and substance satisfactory to
Administrative Agent) and such other documents as are necessary (or advisable in Administrative
Agent’s judgment) under Applicable Law in order to grant Administrative Agent for the benefit of
the Lenders a perfected First Priority security interest and Lien in the assets of, and ownership
interests in, such Subsidiary (subject only to Permitted Liens); and US Company or its Subsidiary,
as applicable, shall execute and deliver an amendment to the Pledge Agreement in form and substance
satisfactory to Administrative Agent, together with stock certificates and promissory notes and
other instruments endorsed in blank in accordance therewith;



     (k) prior to inclusion of any assets in the US Borrowing Base or the UK Borrowing Base which
causes the US Borrowing Base or the UK Borrowing Base to increase by more than $20,000,000 or the
Equivalent Amount thereof, Administrative Agent shall have received appraisals, in form and
substance reasonably satisfactory to Administrative Agent, of all Inventory, Equipment and Real
Property to be included in the Borrowing Base and shall have completed such review of Accounts,
Inventory, Equipment and Real Property as it deems necessary or desirable for inclusion in the
applicable Borrowing Base;



     (l) the Person or business to be acquired is engaged in the business conducted by US Company
and its Subsidiaries immediately prior to the Initial Borrowing Date or similar activities related
or incidental thereto; and



     (m) in the case of any Acquisition with a purchase price of $10,000,000 or the Equivalent
Amount thereof or more, on or prior to the date of such Acquisition, Administrative Agent shall
have received, in form and substance satisfactory to Administrative Agent, all acquisition
documents related thereto and certificates, and other documents and instruments reasonably
requested by Administrative Agent, which collectively shall confirm, to Administrative Agent’s
reasonable satisfaction, that the conditions set forth herein have been satisfied.



                    10.15 Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements,
etc. US Company will not, and will not permit any of its Subsidiaries to:



          (a) amend, modify, change or waive any term or provision of any Senior Note Document, unless
such amendment, modification, change or waiver could not reasonably be expected to be adverse to
the interests of the Lenders;




          (b) amend, modify, change or waive any term or provision of any Acquisition Document unless
such amendment, modification, change or waiver could not reasonably be expected to be adverse to
the interests of the Lenders in any material respect; or




          (c) amend, modify or change its certificate or articles of incorporation (including, without
limitation, by the filing or modification of any certificate or articles of designation),
certificate of formation, limited liability company agreement or by-laws (or the equivalent
organizational documents), as applicable, or any agreement entered into by it with respect to its
capital stock or other Equity Interests (including the Convertible Preferred Stock, any
shareholders’ agreement or any Qualified Preferred Stock), or enter into any new agreement with
respect to its capital stock or other Equity Interests, unless




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such amendment, modification, change
or other action contemplated by this clause (c) could not reasonably be expected to be adverse to
the interests of the Lenders in any material respect and the terms of any such amendment,
modification, change or other action will not violate any of the other provisions of this Agreement
or any other Credit Document.




                    10.16 Limitation on Certain Restrictions on Subsidiaries. US Company will not, and will not
permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to
(a) pay dividends or make any other distributions on its capital stock or any other Equity Interest
or participation in its profits owned by US Company or any of its Subsidiaries, or pay any
Indebtedness owed to US Company or any of its Subsidiaries, (b) make loans or advances to US
Company or any of its Subsidiaries or (c) transfer any of its properties or assets to US Company or
any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason
of (i) Applicable Law, (ii) this Agreement and the other Credit Documents, (iii) customary
provisions restricting subletting or assignment of any lease governing any leasehold interest of US
Company or any of its Subsidiaries, (iv) customary provisions restricting assignment of any
licensing agreement (in which US Company or any of its Subsidiaries is the licensee) or other
contract entered into by US Company or any of its Subsidiaries in the ordinary course of business,
and (v) restrictions on the transfer of any asset pending the close of the sale of such asset.



                    10.17 Limitation on Issuance of Equity Interests. (a) US Company will not, and will not
permit any of its Subsidiaries to, issue (i) any Preferred Equity other than issuance by US Company
of the Convertible Preferred Stock or Qualified Preferred Stock or (ii) any redeemable common stock
or other redeemable common Equity Interests other than common stock or other redeemable common
Equity Interests that is or are redeemable at the sole option of US Company or such Subsidiary, as
the case may be.



          (b) US Company will not permit any of its Subsidiaries to issue any capital stock or other
Equity Interests (including by way of sales of treasury stock) or any options or warrants to
purchase, or securities convertible into, capital stock or other Equity Interests, except (i) for
transfers and replacements of then outstanding shares of capital stock or other Equity Interests,
(ii) for stock splits, stock dividends and other issuances which do not decrease the percentage
ownership of US Company or any of its Subsidiaries in any class of the capital stock or other
Equity Interests of such Subsidiary, (iii) in the case of Foreign Subsidiaries of US Company, to
qualifying directors to the extent required by Applicable Law and for other nominal share issuances
to Persons other than US Company and its Subsidiaries to the extent required
under Applicable Law and (iv) for issuances by Subsidiaries of US Company which are newly
created or acquired in accordance with the terms of this Agreement.




                    10.18 Business; etc. US Company will not, and will not permit any of its Subsidiaries to,
engage directly or indirectly in any business other than the businesses engaged in by US Company
and its Subsidiaries as of the Initial Borrowing Date and reasonable extensions thereof and
businesses ancillary or complimentary thereto.



                    10.19  [Reserved].



                    10.20 No Additional Deposit Accounts; etc. US Company will not, and will not permit any
other Credit Party to, directly or indirectly, open, maintain or otherwise have any checking,
savings, deposit, securities or other accounts at any bank or other financial institution where
cash or Cash Equivalents are or may be deposited or maintained with any Person, other than (a) the
Concentration Accounts set forth on Part A of Schedule 10.20, (b) the Collection Accounts
set forth on Part B of Schedule 10.20, (c) the Disbursement Accounts set forth on Part C of
Schedule 10.20, (d) the



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Designated Petty Cash Accounts set forth on Part D of Schedule
10.20, (e) the Designated Payroll Accounts set forth on Part E of Schedule 10.20 and (f) the
Foreign Accounts set forth on Part F of Schedule 10.20; provided that any US Credit Party
and any UK Subsidiary may open a new Concentration Account, Collection Account, Disbursement
Account, Designated Petty Cash Account, Designated Payroll Account or LKE Joint Account not set
forth in such Schedule 10.20, so long as prior to opening any such account (i) the
Administrative Agent has consented in writing to such opening (which consent shall not be
unreasonably withheld or delayed), (ii) US Company has delivered an updated Schedule 10.20
to the Administrative Agent listing such new account and (iii) in the case of any new Concentration
Account, Collection Account, Disbursement Account, Designated Petty Cash Account, Designated
Payroll Account or LKE Joint Account, (A) opened by a US Credit Party, the financial institution
with which such account is opened, together with US Company or such other US Credit Party which has
opened such account and the Collateral Agent have executed and delivered to the Administrative
Agent a Cash Management Control Agreement reasonably acceptable to the Administrative Agent if and
to the extent required by the US Security Agreement and (B) opened by a UK Subsidiary, such
Subsidiary has complied with its obligations under clauses 4.1 and 10 of the UK Debenture.




                    10.21 [Reserved].



                    10.22 Tax Consolidation. US Company shall not file or consent to the filing of any
consolidated income tax return with any Person other than US Company’s Subsidiaries.



                    10.23 Fiscal Year End. US Company shall not change, or permit any Subsidiary of US Company to change, its fiscal
year end.



                    10.24 Applicability of Financial Covenants. During the term of this agreement, and
thereafter for so long as there are any Obligations outstanding, US Company covenants that if a
Compliance Period is in effect, then as of the end of the most recent fiscal quarter for which
financial statements shall have been required to be delivered pursuant to Section 9.01(b)
and (c) and as of the end of each subsequent fiscal quarter until a Compliance Period is
not in effect, US Company shall comply with all of the financial covenants set forth in
Sections 10.25, 10.26 and 10.27 hereof. If GAAP changes from the basis
used in preparing the audited financial statements delivered to Administrative Agent by US Company
on or before the Initial Borrowing Date, US Company will provide Administrative Agent with
certificates demonstrating compliance with such financial covenants and will include, at the
election of US Company or upon the request of Administrative Agent, calculations setting forth the
adjustments necessary to demonstrate how US Company is in compliance with such financial covenants
based upon GAAP as in effect on the Initial Borrowing Date.



                    10.25 Fixed Charge Coverage Ratio. Subject to the provisions of Section 10.24, as
of the end of each fiscal quarter set forth below, US Company and its Subsidiaries shall maintain a
Fixed Charge Coverage Ratio of not less than the ratio set forth below opposite such date:



	 	 	 	 	 
	Fiscal Quarter 	 	Fixed Charge
	Ended on 	 	Coverage Ratio
	June 30, 2008
	 	 	2.00:1.00	 
	September 30, 2008
	 	 	2.00:1.00	 
	December 31, 2008
	 	 	2.00:1.00	 






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	Fiscal Quarter 	 	Fixed Charge
	Ended on 	 	Coverage Ratio
	March 31, 2009
	 	 	2.00:1.00	 
	June 30, 2009
	 	 	2.00:1.00	 
	September 30, 2009
	 	 	2.25:1.00	 
	December 31, 2009
	 	 	2.25:1.00	 
	March 31, 2010 and thereafter
	 	 	2.50:1.00	 






                    10.26 Debt Ratio. Subject to the provisions of Section 10.24, as of the end of each
fiscal quarter, US Company and its Subsidiaries shall maintain a Debt Ratio of not more than the
ratio set forth below opposite such date:



	 	 	 	 	 
	Fiscal Quarter 	 	 
	Ended on 	 	Debt Ratio
	June 30, 2008
	 	 	5.00:1.00	 
	September 30, 2008
	 	 	5.00:1.00	 
	December 31, 2008
	 	 	5.00:1.00	 
	March 31, 2009
	 	 	5.00:1.00	 
	June 30, 2009
	 	 	5.00:1.00	 
	September 30, 2009
	 	 	4.75:1.00	 
	December 31, 2009
	 	 	4.75:1.00	 
	March 31, 2010 and thereafter
	 	 	4.50:1.00	 






                    10.27 Minimum Utilization. Subject to the provisions of Section 10.24:




     (a) US Company and the other Credit Parties shall maintain minimum utilization rates
for each fiscal quarter, calculated at the end of each such quarter as the average amount
during such quarter, and calculated as the number of units of Eligible Container Fleet
Inventory of US Company and the other Credit Parties which is then subject to valid,
current rental or lease agreements between US Company or a Credit Party and the renters or
lessees thereof, divided by the aggregate number of units of Eligible
Container Fleet Inventory of US Company and the other Credit Parties, of not less than
seventy-six percent (76%) for any fiscal quarter; and




     (b) (i) the number of units of the Eligible Container Fleet Inventory of US Company
and the other Credit Parties which is then subject to valid, current rental or lease
agreements



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between US Company or a Credit Party and the renters or lessees thereof,
divided by (ii) sum of (A) the aggregate number of units of the Eligible
Container Fleet Inventory of US Company and the Credit Parties, and (B) the number of units
of the Eligible Container Inventory Held For Sale of US Company and the other Credit
Parties, of not less than seventy-one percent (71%) in any fiscal quarter;
provided, that for the purposes of calculation of compliance with this Section
10.27, the aggregate of the number of units of Eligible Container Inventory Held For
Sale, as a percentage of the sum of clauses (A) and (B) above, shall not exceed five
percent (5%).



          SECTION 11. Events of Default. The occurrence of one or more of the following events shall
constitute an “Event of Default”:




                    11.01 Payment of Obligations. Any Credit Party shall fail to pay (i) any principal or
interest on the Loans or any reimbursement obligation in respect of any Letter of Credit on the due
date thereof or (ii) any other Obligation within two (2) Business Days of the date the same becomes
due and payable;



                    11.02 Misrepresenations. Any representation, warranty or other statement made or furnished
to Administrative Agent or any Lender by or on behalf of US Company, or any other Credit Party in
this Agreement, any of the other Credit Documents or any instrument, certificate or financial
statement furnished in compliance with or in reference thereto proves to have been false or
misleading in any material respect when made, furnished or remade;



                    11.03 Breach of Specific Covenants. US Company shall (i) fail or neglect to perform, keep
or observe any covenant contained in Sections 9.03 (Maintenance of Property; Insurance),
9.02 (Books, Records and Inspections; Field Examinations; Appraisals), 9.01(j)
(Borrowing Base Certificates), 9.22 (Completion of Mobile Storage Acquisition) and Section
10 (Negative Covenants) hereof on the date that US Company is required to perform, keep or observe
such covenant or (ii) fail or neglect to perform, keep or observe any covenant contained in
Section 9.01 (Information Covenants) other than 9.01(j) hereof within ten (10) Business
Days following the date on which US Company is required to perform, keep or observe such covenant;



                    11.04 Breach of Other Covenants. Any Credit Party shall fail or neglect to perform, keep or
observe any covenant contained in this Agreement (other than a covenant which is dealt with
specifically elsewhere in Section 11 hereof) or any other Credit Document and the breach of
such other covenant is not cured to Administrative Agent’s satisfaction by the earlier to occur of
ten (10) Business Days after (i) the date US Company or such Subsidiary thereof or Credit Party
knew or should have known of such occurrence and (ii) the date of giving of notice thereof by
Administrative Agent to US Company.



                    11.05 Default Under Other Agreements. A default or event of default shall occur (and
continue beyond any applicable grace period) under any note, agreement or instrument evidencing any
other Indebtedness of US Company or any of its Subsidiaries, which default or event of default
permits the acceleration of its maturity, provided that the aggregate principal amount of
all such Indebtedness for which the default or event of default has occurred exceeds $20,000,000 or
the Equivalent Amount thereof;



                    11.06 Failure of Enforceability of Credit Documents; Security. Any material covenant,
agreement or Obligation of US Company or any other Credit Party contained in or evidenced by any of
the Credit Documents shall cease to be enforceable, or shall be determined to be unenforceable, in
accordance with its terms; US Company or any other Credit Party shall deny or disaffirm any of its
material Obligations under any of the Credit Documents or any Liens granted in



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connection therewith; or, any Liens granted in any of the Collateral shall be determined to be void, voidable,
invalid or unperfected, are subordinated or
not given the priority contemplated by this Agreement (except where such circumstance arises
as a result of any action or inaction by any Lender);




                    11.07 [Reserved].



                    11.08
Insolvency and Related Proceedings. US Company, any Subsidiary of US Company or any
other Credit Party shall cease to be Solvent or shall suffer the appointment of a receiver,
trustee, custodian or similar fiduciary, or shall make an assignment for the benefit of creditors,
or any petition for an order for relief shall be filed by or against a US Credit Party under the
federal bankruptcy laws and such proceeding shall continue for more than 30 days, or a Credit Party
shall make any offer of settlement, extension or composition to their respective unsecured
creditors generally; or, with respect to the UK Subsidiaries: (in addition to the preceding
provisions of this Section 11.08 such provisions not to be deemed to otherwise limit the
following) (i) such UK Subsidiary stops or suspends or threatens or announces an intention to stop
or suspend payment of its debts or is for the purpose of section 123(1) of the Insolvency Act 1986
of England and Wales (on the basis that the words “proved to the satisfaction of the court” are
deemed omitted from section 123(1)(e)) or any other Applicable Law deemed to be unable or shall
admit in writing its inability to pay its debts as they fall due or shall become insolvent or a
moratorium is declared in respect of its indebtedness; (ii) a petition is presented or meeting
convened or application made for the purpose of appointing an administrator (either in or out of
court) or receiver or other similar officer of, or for the making of an administration order in
respect of, any UK Subsidiary and (A) (other than in the case of a petition to appoint an
administrator) such petition or application is not discharged within 14 days; or (B) in the case of
a petition to appoint an administrator, the Administrative Agent is not satisfied that it will be
discharged before it is heard; (iii) any UK Subsidiary convenes a meeting of its creditors
generally or proposes or makes any arrangement or composition with, or any assignment for the
benefit of, its creditors generally; (iv) any UK Subsidiary enters into any negotiations for or in
connection with the re-scheduling, restructuring or readjustment of any Indebtedness by reason of,
or with a view to avoiding, financial difficulties; (v) any meeting of any UK Subsidiary is
convened for the purpose of considering any resolution for (or to petition for) its winding up or
any UK Subsidiary passes such a resolution; (vi) a petition is presented for the winding-up of any
UK Subsidiary (other than a frivolous or vexatious petition discharged within 14 days of being
presented or any other petition which is contested on bona fide grounds and discharged at least 7
days before its hearing date); or (vi) any order is made or resolution passed or other action taken
for the suspension of payments, protection from creditors or bankruptcy or insolvency of any UK
Subsidiary;



                    11.09 Business Disruption; Condemnation. There shall occur a cessation of a substantial
part of the business of US Company, any Subsidiary of US Company or any Credit Party for a period
which materially adversely affects the capacity of US Company and its Subsidiaries, taken as a
whole, to continue its business on a profitable basis; or US Company, any Subsidiary of US Company
or any Credit party shall suffer the loss or revocation of any material license or permit now held
or hereafter acquired by US Company, any Subsidiary of US Company or any Credit Party which is
necessary to the continued or lawful operation of its business; or US Company, any Subsidiary of US
Company or any Credit Party shall be enjoined, restrained or in any way prevented by court,
governmental or administrative order from conducting all or any material part of its business
affairs; or any
material lease or agreement pursuant to which US Company, any Subsidiary of US Company or any
Credit Party leases, uses or occupies any Property shall be canceled or terminated prior to the
expiration of its stated term, except any such lease or agreement the cancellation or termination
of which would not reasonably be expected to have a Material Adverse Effect; or any material
portion of the Collateral shall be taken through condemnation or the value of such Property shall
be impaired through condemnation;



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                    11.10 ERISA. The occurrence of any of the following: any Plan shall fail to satisfy the
minimum funding standard required for any plan year or part thereof under Section 412 of the Code
or Section 302 of ERISA or a waiver of such standard or extension of any amortization period is
sought or granted under Section 412 of the Code or Section 303 or 304 of ERISA, a contribution
failure occurs with respect to any Plan sufficient to give rise to a lien under Section 302(f) of
ERISA on assets of any Credit Party or any ERISA Affiliate, a Reportable Event shall have occurred,
a contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV
of ERISA shall be subject to the advance reporting requirement of PBGC Regulation Section 4043.61
(without regard to subparagraph (b)(1) thereof) and an event
described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 shall be reasonably expected to occur with
respect to such Plan within the following 30 days, any Plan which is subject to Title IV of ERISA
shall have had or is likely to have a trustee appointed to administer such Plan, any Plan which is
subject to Title IV of ERISA or any Multiemployer Plan is or shall have been or is likely to be
terminated or to be the subject of termination proceedings under ERISA, any Plan shall have an
Unfunded Current Liability, a contribution required to be made with respect to a Plan or a Foreign
Pension Plan has not been timely made, US Company or any Subsidiary of US Company or any ERISA
Affiliate has incurred or is likely to incur any liability to or on account of a Plan under Section
406, 409, 502(i), 502(l), 4062, 4063, 4064 or 4069 of ERISA or Section 401(a)(29), 4971 or 4975 of
the Code or on account of a Multiemployer Plan under Section 515, 4201, 4204 or 4212 of ERISA or on
account of a group health plan (as defined in Section 607(1) of ERISA, Section 4980B(g)(2) of the
Code or 45 Code of Federal Regulations Section 160.103) under Section 4980B of the Code and/or the
Health Insurance Portability and Accountability Act of 1996, or US Company or any Subsidiary of US
Company has incurred or is likely to incur liabilities pursuant to one or more employee welfare
benefit plans (as defined in Section 3(1) of ERISA) that provide benefits to retired employees or
other former employees (other than as required by Section 601 of ERISA) a “default,” within the
meaning of Section 4219(c)(5) of ERISA, shall occur with respect to any Plan; any Applicable Law,
rule or regulation is adopted, changed or interpreted, or the interpretation or administration
thereof is changed, in each case after the date hereof, by any Governmental Authority (a
“Change in Law”), or, as a result of a Change in Law, an event occurs following a Change in
Law, with respect to or otherwise affecting any Plan; in each case, which event or events, either
individually or in the aggregate, has had, or could reasonably be expected to have, a Material
Adverse Effect;



                    11.11 Guarantee. Any Guarantee or any provision thereof shall cease to be in full force or
effect as to any Guarantor (except as a result of a release of any Guarantor in accordance with the
terms thereof), or any Guarantor or any Person acting for or on behalf of such Guarantor shall deny
or disaffirm such Guarantor’s obligations under the Guarantee to which it is a party or any
Guarantor shall default in the due performance or observance of any term, covenant or agreement on
its part to be performed or observed pursuant to the Guarantee to which it is a party;



                    11.12 Criminal Forfeiture. US Company, any Subsidiary of US Company or any Credit Party
shall be criminally indicted or convicted under any law that could lead to a forfeiture of any
Property of US Company, any Subsidiary of US Company or any other Credit Party;



                    11.13 Judgments. Any money judgments, writ of attachment or similar processes
(collectively, “Judgments”) are issued or rendered against US Company, any Subsidiary of US
Company or any other Credit Party, or any of their respective Property (i) in the case of money
judgments in an amount of $10,000,000 or the Equivalent Amount thereof or more for any single
judgment, attachment or process or $20,000,000 or the Equivalent Amount thereof or more for all
such judgments, attachments or processes in the aggregate, in each case in excess of any applicable
insurance with respect to which the insurer has admitted liability, and (ii) in the case of
non-monetary Judgments, such Judgment or Judgments (in the aggregate) would reasonably be expected
to have a Material Adverse Effect, in each case which Judgment is not stayed, released or
discharged within 30 days; or



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                    11.14 Change of Control. A Change of Control shall occur;



     then, and in any such event, and at any time thereafter, if any Event of Default shall then be
continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by
written notice to the US Company, take any or all of the following actions, without prejudice to
the rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims
against any Credit Party (provided that, if an Event of Default specified in Section
11.08 shall occur with respect to any Credit Party, the result which would occur upon the
giving of written notice by the Administrative Agent as specified in clauses (a) and (b) below,
shall occur automatically without the giving of any such notice): (a) declare the Total Revolving
Loan Commitment terminated, whereupon the Revolving Loan Commitment of each Lender shall forthwith
terminate immediately and any Commitment Commission shall forthwith become due and payable without
any other notice of any kind; (b) declare the principal of and any accrued interest in respect of
all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the
same shall become, forthwith due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by each Credit Party; (c) terminate any Letter of
Credit which may be terminated in accordance with its terms; (d) direct the Borrowers to pay (and
the Borrowers jointly and severally agree that upon receipt of such notice, or upon the occurrence
of an Event of Default specified in Section 11.08 with respect to any Borrower, they will
pay) to the Collateral Agent at the Payment Office such additional amount of cash or Cash
Equivalents, to be held as security by the Collateral Agent, as is equal to the aggregate Stated
Amount of all Letters of Credit issued for the account of the Borrowers and then outstanding; (e)
enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the
Security Documents; and (f) apply any cash collateral held by the Administrative Agent pursuant to
Section 5.02 to the repayment of the Obligations



          SECTION 12. The Administrative Agent and the Collateral Agent.




                    12.01 Appointment. The Lenders hereby irrevocably designate and appoint Deutsche Bank AG
New York Branch as Administrative Agent (for purposes of this Section 12 and Section
13.01, the term “Administrative Agent” also shall include DBNY in its capacity as Collateral
Agent pursuant to the Security Documents) to act as specified herein and in the other Credit
Documents. Each Lender hereby irrevocably authorizes, and each holder of any Note by the
acceptance of such Note shall be deemed irrevocably to authorize the Administrative Agent to take
such action on its behalf under the provisions of this Agreement, the other Credit Documents and
any other instruments and agreements referred to herein or therein and to exercise such powers and
to perform such duties hereunder and thereunder as are specifically delegated to or required of the
Administrative Agent by the terms hereof and thereof and such other powers as are reasonably
incidental thereto. The Lenders hereby authorize the Collateral Agent (and any sub-agents
appointed in accordance with Section 12.13 below), at its option and in its sole discretion, to
execute powers of attorney in favor of US Company and/or its Subsidiaries with respect to the
release of Liens on Collateral constituting Motor Vehicles which are sold in accordance with the
terms of the Credit Documents. The Administrative Agent may perform any of its respective duties
hereunder or under any other Credit Document by or through its officers, directors, agents,
employees or affiliates.



                    12.02 Nature of Duties. (a) The Administrative Agent shall not have any duties or
responsibilities except those expressly set forth in this Agreement and in the other Credit
Documents. Neither the Administrative Agent nor any of its officers, directors, agents, employees
or affiliates shall be liable for any action taken or omitted by it or them hereunder or under any
other Credit Document or in connection herewith or therewith, unless caused by its or their gross
negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and
non-appealable decision). The duties of the Administrative Agent shall be mechanical and
administrative in nature; the Administrative Agent shall not have by reason of this Agreement or
any other Credit Document a



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fiduciary relationship in respect of any Lender or the holder of any
Note; and nothing in this Agreement or in any other Credit Document, expressed or implied, is
intended to or shall be so construed as to impose upon the Administrative Agent any obligations in
respect of this Agreement or any other Credit Document except as expressly set forth herein or
therein.




          (b) Notwithstanding any other provision of this Agreement or any provision of any other Credit
Document, each of the Lead Arrangers, the Joint Bookrunners, the Syndication Agent and the
Co-Documentation Agents are named as such for recognition purposes only, and each in its respective
capacity as such shall have no powers, duties, responsibilities or liabilities with respect to this
Agreement or the other Credit Documents or the transactions contemplated hereby and thereby except
as explicitly provided for herein; it being understood and agreed that each of the Lead Arrangers,
the Joint Bookrunners, the Syndication Agent and Co-Documentation Agents shall be entitled to all
indemnification and reimbursement rights in favor of the Administrative Agent as, and to the
extent, provided for under Sections 12.06 and 13.01. Without limitation of the
foregoing, each of the Lead Arrangers, the Joint Bookrunners, the Syndication Agent and
Co-Documentation Agents shall not, solely by reason of this Agreement
or any other Credit Documents, have any fiduciary relationship in respect of any Lender or any
other Person.




                    12.03 Lack of Reliance on the Administrative Agent and the Collateral Agent. Independently
and without reliance upon the Administrative Agent, each Lender and the holder of each Note, to the
extent it deems appropriate, has made and shall continue to make (a) its own independent
investigation of the financial condition and affairs of US Company and its Subsidiaries in
connection with the making and the continuance of the Loans and the participation in the Letters of
Credit and the taking or not taking of any action in connection herewith and (b) its own appraisal
of the creditworthiness of US Company and its Subsidiaries and, except as expressly provided in
this Agreement, the Administrative Agent shall not have any duty or responsibility, either
initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit
or other information with respect thereto, whether coming into its possession before the making of
the Loans or the issuance of any Letter of Credit or at any time or times thereafter. The
Administrative Agent shall not be responsible to any Lender or the holder of any Note for any
recitals, statements, information, representations or warranties herein or in any document,
certificate or other writing delivered in connection herewith or for the execution, effectiveness,
genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this
Agreement or any other Credit Document or the financial condition of US Company or any of its
Subsidiaries or be required to make any inquiry concerning either the performance or observance of
any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the
financial condition of US Company or any of its Subsidiaries or the existence or possible existence
of any Default or Event of Default.



                    12.04 Certain Rights of the Agents. If the Administrative Agent shall request instructions
from the Required Lenders with respect to any act or action (including failure to act) in
connection with this Agreement or any other Credit Document, the Administrative Agent shall be
entitled to refrain from such act or taking such action unless and until the Administrative Agent
shall have received instructions from the Required Lenders; and the Administrative Agent shall not
incur liability to any Lender by reason of so refraining. Without limiting the foregoing, neither
any Lender nor the holder of any Note shall have any right of action whatsoever against the
Administrative Agent as a result of the Administrative Agent acting or refraining from acting
hereunder or under any other Credit Document in accordance with the instructions of the Required
Lenders.



                    12.05 Reliance. The Administrative Agent shall be entitle d to rely, and shall be fully
protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex,
teletype or telecopier message, cablegram, radiogram, order or other document or telephone message



-143-









 




signed, sent or made by any Person that the Administrative Agent believed to be the proper Person,
and, with respect to all legal matters pertaining to this Agreement and any other Credit Document
and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative
Agent.




                    12.06 Indemnification. To the extent the Administrative Agent (or any affiliate thereof) is
not reimbursed and indemnified by US Company or the Borrowers, the Lenders will reimburse and
indemnify the
Administrative Agent (and any affiliate thereof) in proportion to their respective
“percentage” as used in determining the Required Lenders (determined as if there were no Defaulting
Lenders) for and against any and all liabilities, obligations, losses, damages, penalties, claims,
actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be
imposed on, asserted against or incurred by the Administrative Agent (or any affiliate thereof) in
performing its respective duties hereunder or under any other Credit Document or in any way
relating to or arising out of this Agreement or any other Credit Document; provided that no
Lender shall be liable for any portion of such liabilities, obligations, losses, damages,
penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the
Administrative Agent’s (or such affiliates’ thereof) gross negligence or willful misconduct (as
determined by a court of competent jurisdiction in a final and non-appealable decision).



                    12.07 The Administrative Agent in its Individual Capacities. With respect to their
obligation to make Loans, or issue or participate in Letters of Credit, under this Agreement, the
Administrative Agent shall have the rights and powers specified herein for a “Lender” and
may exercise the same rights and powers as though it were not performing the duties specified
herein; and the term “Lender,” “Required Lenders,” “Supermajority Lenders,”
“holders of Notes” or any similar terms shall, unless the context clearly indicates
otherwise, include the Administrative Agent in its respective individual capacities. The
Administrative Agent and its affiliates may accept deposits from, lend money to, and generally
engage in any kind of banking, investment banking, trust or other business with, or provide debt
financing, equity capital or other services (including financial advisory services) to any Credit
Party or any Affiliate of any Credit Party (or any Person engaged in a similar business with any
Credit Party or any Affiliate thereof) as if they were not performing the duties specified herein,
and may accept fees and other consideration from any Credit Party or any Affiliate of any Credit
Party for services in connection with this Agreement and otherwise without having to account for
the same to the Lenders.



                    12.08 Holders. The Administrative Agent may deem and treat the payee of any Note as the
owner thereof for all purposes hereof unless and until a written notice of the assignment, transfer
or endorsement thereof, as the case may be, shall have been filed with the Administrative Agent.
Any request, authority or consent of any Person who, at the time of making such request or giving
such authority or consent, is the holder of any Note shall be conclusive and binding on any
subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any
Note or Notes issued in exchange therefor.



                    12.09 Resignation by the Administrative Agent. (a) The Administrative Agent may resign
from the performance of all its respective functions and duties hereunder and/or under the other
Credit Documents at any time by giving 30 days prior written notice to the Lenders and, unless a
Default or an Event of Default under Section 11.08 then exists, the US Company. Any such
resignation by an Administrative Agent hereunder shall also constitute its resignation as an
Issuing Lender and the Swingline Lender, in which case the resigning Administrative Agent (x) shall
not be required to issue any further Letters of Credit or make any additional Swingline Loans
hereunder and (y) shall maintain all of its rights as Issuing Lender or Swingline Lender, as the
case may be, with respect to any Letters of Credit issued by it, or Swingline Loans made by it,
prior to the date



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of such resignation. Such resignation shall take effect upon the appointment of a successor Administrative Agent
pursuant to clauses (b) and (c) below or as otherwise provided below.




          (b) Upon any such notice of resignation by the Administrative Agent, the Required Lenders
shall appoint a successor Administrative Agent hereunder and under the other Credit Documents who
shall be a commercial bank or trust company reasonably acceptable to US Company, which acceptance
shall not be unreasonably withheld or delayed (provided that US Company’s approval shall
not be required if an Event of Default then exists).




          (c) If a successor Administrative Agent shall not have been so appointed within such 30 day
period, the Administrative Agent, with the consent of US Company (which consent shall not be
unreasonably withheld or delayed, provided that US Company’s consent shall not be required
if an Event of Default then exists), shall then appoint a successor Administrative Agent who shall
serve as Administrative Agent hereunder and under the other Credit Documents until such time, if
any, as the Required Lenders appoint a successor Administrative Agent as provided above.




          (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c)
above by the 40th day after the date such notice of resignation was given by the Administrative
Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall
thereafter perform all the duties of the Administrative Agent hereunder and/or under any other
Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative
Agent as provided above.




          (e) Upon a resignation of the Administrative Agent pursuant to this Section 12.09, the
Administrative Agent shall remain indemnified to the extent provided in this Agreement and the
other Credit Documents and the provisions of this Section 12 (and the analogous provisions
of the other Credit Documents) shall continue in effect for the benefit of the Administrative Agent
for all of its actions and inactions while serving as the Administrative Agent hereunder and under
the other Credit Documents.




                    12.10 Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to
enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors.
Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to
agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in
accordance with the provisions of this Agreement and the Security Documents, and the exercise by
the Required Lenders of the powers set forth herein or therein, together with such other powers as
are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The
Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any
notice to or further consent from any Lender, from time to time prior to an Event of Default, to
take any action with respect to any Collateral or Security Documents which may be necessary to
perfect and maintain perfected the security interest in and liens upon the Collateral granted
pursuant to the Security Documents. Without prejudice to the foregoing, each of the Administrative
Agent and the Lenders hereby acknowledges, agrees and accepts that the Collateral Agent holds
Collateral which is the subject of the UK Security Agreements as trustee for and on behalf of the
Lenders in accordance with the terms of the declaration of trust set out in the UK Security
Agreements and that the terms of its appointment, and such trust, shall be as set out (or referred
to) in the UK Security Agreements and this Agreement.



          (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to
release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon
termination of the Total Revolving Loan Commitment (and all Letters of Credit) and payment and
satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any
time arising under or in respect of this Agreement or the Credit Documents or the transactions
contemplated hereby or





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thereby, (ii) constituting property being sold or otherwise disposed of (to
Persons other than US Company and its Subsidiaries) upon the sale or other disposition thereof in
compliance with Section 10.03, (iii) if approved, authorized or ratified in writing by the
Required Lenders (or all of the Lenders hereunder, to the extent required by Section
13.12(a)) or (iv) as otherwise may be expressly provided in the relevant Security Documents.
Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to
subordinate any Lien granted to Collateral Agent on Collateral if required by the holder of any
Indebtedness (including Capitalized Lease Obligations) secured by Purchase Money Liens and Leases
permitted hereunder or Liens permitted by Section 10.02(o). Upon request by the
Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s
authority to release particular types or items of Collateral pursuant to this Section
12.10.




          (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other
Person to assure that the Collateral exists or is owned by any Credit Party or is cared for,
protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto
have been properly or sufficiently or lawfully created, perfected, protected or enforced or are
entitled to any particular priority, or to exercise or to continue exercising at all or in any
manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers
granted or available to the Collateral Agent in this Section 12.10, or in any of the
Security Documents, it being understood and agreed that in respect of the Collateral, or any act,
omission or event related thereto, the Collateral Agent may act in any manner it may deem
appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as
one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the
Lenders, except for its gross negligence or willful misconduct (as determined by a court of
competent jurisdiction in a final and non-appealable decision).




          (d) The Administrative Agent shall hold the benefit of the Liens created by the Luxembourg
Security Agreement as agent for the Secured Creditors in accordance with article 2 (4) of the
Luxembourg law of 5 August 2005 on financial collateral arrangements.




                    12.11 Delivery of Information. Neither the Administrative Agent nor the Collateral Agent
shall be required to deliver to any Lender originals or copies of any documents, instruments,
notices, communications or other information received by the Administrative Agent or the Collateral
Agent from any Credit Party, any Subsidiary thereof, the Required Lenders, any Lender or any other
Person under or in connection with this Agreement or any other Credit Document except (a) as
specifically provided in this Agreement or any other Credit Document and (b) as specifically
requested from time to time in writing by any Lender with respect to a specific document,
instrument, notice or other written communication received by and in the possession of the
Administrative Agent or the Collateral Agent, as the case may be, at the time of receipt of such
request and then only in accordance with such specific request.



                    12.12 Withholding. To the extent required by Applicable Law, the Administrative Agent may withhold from any
payment to any Lender or other Person receiving a payment under the Credit Documents an amount
equivalent to any applicable withholding tax. If the Internal Revenue Service or any other
Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax
from amounts paid to or for the account of any Lender or other Person receiving payment under the
Credit Documents because such Lender or other Person failed to notify the Administrative Agent that
withholding on payments was required, including, without limitation, because of a change in
circumstances which rendered an exemption from or reduction of withholding tax ineffective or for
any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid,
directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or
interest and together with all expenses incurred.



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                    12.13 Delegation of Duties. Each of Administrative Agent and Collateral Agent may perform
any and all of its duties and exercise its rights and powers under this Agreement or under any
other Credit Document by or through any one or more sub-agents appointed by Administrative Agent or
Collateral Agent, as applicable. Administrative Agent, Collateral Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers by or through their respective
Affiliates. The exculpatory, indemnification and other provisions of Section 12.02 and of Section
12.03 shall apply to any the Affiliates of Administrative Agent or Collateral Agent and shall apply
to their respective activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent and Collateral Agent. All of the rights,
benefits, and privileges (including the exculpatory and indemnification provisions) of Section
12.02 and of Section 12.03 shall apply to any such sub-agent and to the Affiliates of any such
sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and
Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to
each sub-agent appointed by Administrative Agent or Collateral Agent, as applicable (i) such
sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights,
benefits and privileges (including exculpatory rights and rights to indemnification) and shall have
all of the rights and benefits of a third party beneficiary, including an independent right of
action to enforce such rights, benefits and privileges (including exculpatory rights and rights to
indemnification) directly, without the consent or joinder of any other Person, against any or all
of Credit Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory
rights and rights to indemnification) shall not be modified or amended without the consent of such
sub-agent, and (iii) such sub-agent shall only have obligations to Administrative Agent or
Collateral Agent, as applicable, and not to any Credit Party, Lender or any other Person and no
Credit Party, Lender or any other Person shall have any rights, directly or indirectly, as a third
party beneficiary or otherwise, against such sub-agent.



                    12.14 Quebec Security. Without limiting the powers of the Collateral Agent hereunder or
under any of the other Credit Documents, each Lender (for its benefit and the benefit of its
Affiliates), each Issuing Lender, the Administrative Agent, the Collateral Agent and each other
Agent (all such Lenders (for their benefit and the benefit of their respective Affiliates), Issuing
Lender, Administrative Agent, Collateral Agent and other Agents are collectively called, for
purposes of this Section 12.14, the “Quebec Secured Parties”) hereby acknowledges
and agrees that DBNY shall, for purposes of holding any security granted by any Borrower or by any
Affiliate or Subsidiary of any Borrower on property pursuant to the laws of the Province of Quebec
to secure obligations of
such Borrower or such Affiliate or Subsidiary under any bond or debenture (the “Quebec
Secured Obligations”), be the holder of an irrevocable power of attorney (fondé de
pouvoir) (within the meaning of the Civil Code of Quebec) for all present and future
Quebec Secured Parties and holders of any bond or debenture. Each of the Quebec Secured Parties,
for itself and for all present and future Affiliates that are or may become Quebec Secured Parties
hereby irrevocably constitutes, to the extent necessary, DBNY as the holder of an irrevocable power
of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of
Quebec) in order to hold security granted by any of the Borrowers or by any of their Affiliates
or Subsidiaries in the Province of Quebec to secure the Quebec Secured Obligations. Furthermore,
each of the Quebec Secured Parties hereby appoints DBNY to act in the capacity of the holder and
depositary of such bond or debenture on its own behalf as Collateral Agent and for and on behalf
and for the benefit of all present and future Quebec Secured Parties. Each assignee (for itself
and for all present and future Affiliates) of a Quebec Secured Party shall be deemed to have
confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable
power of attorney (fondé de pouvoir) by execution of the relevant Assignment and Assumption
Agreement or other relevant documentation relating to such assignment. Notwithstanding the
provisions of Section 32 of the An Act respecting the special powers of legal persons
(Quebec), DBNY may acquire and be the holder of any bond or debenture. The Borrowers hereby
acknowledge that such bond or debenture constitutes a title of indebtedness, as such term is used
in Article 2692 of the Civil Code of Quebec.



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          SECTION 13. Miscellaneous.




                    13.01 Payment of Expenses, etc. The Credit Parties hereby jointly and severally agree to:
(a) whether or not the transactions herein contemplated are consummated, pay all reasonable
out-of-pocket costs and expenses (including Expenses) of the Administrative Agent (including,
without limitation, the reasonable fees and disbursements of Latham & Watkins LLP and the
Administrative Agent’s other counsel and consultants and the fees and expenses in connection with
the appraisals and collateral examinations required pursuant to Section 9.02) in connection
with the preparation, execution, delivery and administration of this Agreement and the other Credit
Documents and the documents and instruments referred to herein and therein and any amendment,
waiver or consent relating hereto or thereto, of the Administrative Agent and its Affiliates in
connection with its or their syndication efforts with respect to this Agreement and of the
Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders
and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and
the documents and instruments referred to herein and therein or in connection with any refinancing
or restructuring of the credit arrangements provided under this Agreement in the nature of a
“work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without
limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative
Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and
Lenders); (b) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the
Lenders harmless from and against any and all present and future stamp, excise and other similar
documentary taxes (collectively, the “Other Taxes”) with respect to the foregoing matters
and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless
from and against any and all liabilities with respect to or resulting from any delay or omission
(other than to the extent attributable to the Administrative Agent, such Issuing Lender or such
Lender) to pay such Other Taxes; and (c) indemnify the Administrative Agent,
each Issuing Lender and each Lender, and each of their respective officers, directors,
employees, representatives, agents, affiliates, trustees and investment advisors from and hold each
of them harmless against any and all liabilities, obligations (including removal or remedial
actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and
disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred
by, imposed on or assessed against any of them as a result of, or arising out of, or in any way
related to, or by reason of, (i) any investigation, litigation or other proceeding (whether or not
the Administrative Agent, any Issuing Lender or any Lender is a party thereto and whether or not
such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party)
related to the entering into and/or performance of this Agreement or any other Credit Document or
the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the
Transactions or any other transactions contemplated herein or in any other Credit Document or the
exercise of any of their rights or remedies provided herein or in the other Credit Documents, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater
or on the surface or subsurface of any Real Property at any time owned, leased or operated by US
Company or any of its Subsidiaries, the generation, storage, transportation, handling or disposal
of Hazardous Materials by US Company or any of its Subsidiaries at any location, whether or not
owned, leased or operated by US Company or any of its Subsidiaries, the non-compliance by US
Company or any of its Subsidiaries with any Environmental Law (including applicable permits
thereunder) applicable to any Real Property, or any Environmental Claim asserted against US
Company, any of its Subsidiaries or any Real Property at any time owned, leased or operated by US
Company or any of its Subsidiaries, including, in each case, without limitation, the reasonable
fees and disbursements of counsel and other consultants incurred in connection with any such
investigation, litigation or other proceeding (but excluding any losses, liabilities, claims,
damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct
of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and
non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless
the Administrative Agent, any Issuing Lender or any Lender set forth in the preceding



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sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties jointly
and severally shall make the maximum contribution to the payment and satisfaction of each of the
indemnified liabilities which is permissible under Applicable Law. In addition, the Credit Parties
jointly and severally agree to reimburse the Administrative Agent for all reasonable third party
administrative, audit and monitory expenses incurred in connection with the Borrowing Base and
determinations thereunder. For the avoidance of doubt, except with respect to Other Taxes, this
Section 13.01 shall not apply to Taxes which shall be governed by Section 5.04 or
Section 5.05, as applicable.




                    13.02 Right of Setoff. (a) In addition to any rights now or hereafter granted under
Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence
and during the continuance of an Event of Default, the Administrative Agent, the Collateral Agent,
each Issuing Lender and each Lender is hereby authorized at any time or from time to time, without
presentment, demand, protest or other notice of any kind to any Credit Party or to any other
Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any
and all deposits (general or special) and any other Indebtedness at any time held or owing by the
Administrative Agent, the Collateral Agent, such Issuing Lender or such Lender (including, without
limitation, by branches and agencies of the Administrative Agent, the Collateral Agent, such
Issuing Lender or such Lender wherever located) to or for the credit or the account of US Company
or any of its Subsidiaries against and on account of the Obligations and liabilities of the Credit
Parties to the Administrative Agent, the Collateral Agent, such Issuing Lender or such
Lender under this Agreement or under any of the other Credit Documents, including, without
limitation, all interests in Obligations purchased by such Lender pursuant to Section
13.04(b), and all other claims of any nature or description arising out of or connected with
this Agreement or any other Credit Document, irrespective of whether or not the Administrative
Agent, the Collateral Agent, such Issuing Lender or such Lender shall have made any demand
hereunder and although said Obligations, liabilities or claims, or any of them, shall be contingent
or unmatured; provided that notwithstanding anything to the contrary contained in this
Section 13.02(a), the Administrative Agent and each Lender hereby waive all rights of setoff,
whether granted hereunder, pursuant to any Applicable Law or otherwise, with respect to any LKE
Proceeds.



          (b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY TIME THAT THE LOANS OR ANY OTHER
OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER SHALL EXERCISE A
RIGHT OF SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY
PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT IS TAKEN WITH THE
CONSENT OF THE REQUIRED LENDERS OR APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SETOFF
OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS
580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE
CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY OR
ENFORCEABILITY OF THE LIENS GRANTED TO THE SECURITY AGENT PURSUANT TO THE SECURITY DOCUMENTS OR THE
ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY
LENDER OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE REQUIRED LENDERS OR THE
ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. THIS SUBSECTION (b) SHALL BE SOLELY FOR THE BENEFIT
OF EACH OF THE LENDERS AND THE ADMINISTRATIVE AGENT HEREUNDER.




                    13.03 Notices. Except as otherwise expressly provided herein, all notices and other
communications provided for hereunder shall be in writing (including telegraphic,



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telecopier or cable communication) and mailed, telegraphed, telecopied, cabled or delivered: (a) if to any
Credit Party, at the following address:



Mobile Mini, Inc.

7420 South Kyrene Road, Suite 101

Tempe, Arizona 85283

Attention: Chief Financial Officer

Phone: (480) 894-6311

Fax: (480) 894-6433



With a copy to:



Squire, Sanders & Dempsey L.L.P.

40 North Central Avenue, Suite 2700

Phoenix, AZ 85004

Attention: Joseph P. Richardson

Phone: (602) 528-4801

Fax: (602) 253-8129



(b) if to any Lender, at its address specified on Schedule 13.03; and (c) if to the
Administrative Agent, at the Notice Office; or, as to any Credit Party or the Administrative Agent,
at such other address as shall be designated by such party in a written notice to the other parties
hereto and, as to each Lender, at such other address as shall be designated by such Lender in a
written notice to US Company and the Administrative Agent; provided that any notice to the
Administrative Agent of the filing by a Credit Party of a document with the SEC pursuant to
Section 9.01(g) or (h) may be given by email. All such notices and communications
shall, when mailed, telegraphed, telecopied, or cabled or sent by overnight courier, be effective
when deposited in the mails, delivered to the telegraph company, cable company or overnight
courier, as the case may be, or sent by telecopier, except that notices and communications to the
Administrative Agent, US Company and UK Company shall not be effective until received by the
Administrative Agent, US Company or UK Company, as the case may be.




                    13.04 Benefit of Agreement; Assignments; Participations. (a) This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; provided, however, that neither US Company nor any
other Credit Party may assign or transfer any of its rights, obligations or interest hereunder
without the prior written consent of the Lenders and, provided further, that,
although any Lender may transfer, assign or grant participations in its rights hereunder, such
Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or
any portion of its Revolving Loan Commitment hereunder except as provided in Sections 2.13
and 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not
constitute a “Lender” hereunder and, provided further, that no Lender shall
transfer or grant any participation under which the participant shall have rights to approve any
amendment to or waiver of this Agreement or any other Credit Document except to the extent such
amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of
Credit (unless such Letter of Credit is not extended beyond the Final Maturity Date) in which such
participant is participating, or reduce the rate or extend the time of payment of interest or Fees
thereon (except in connection with a waiver of applicability of any post-default increase in
interest rates) or reduce the principal amount thereof (it being understood that any amendment or
modification to the financial definitions in this Agreement or to Section 13.07(a) shall
not constitute a reduction in the rate of interest or Fees payable hereunder), or increase the
amount of the participant’s participation over the amount thereof then in effect (it being
understood that a waiver of any Default or Event of Default or of a mandatory reduction in the
Total Revolving Loan Commitment shall not constitute a change in the terms



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of such participation,
and that an increase in any Revolving Loan Commitment (or the available portion thereof) or Loan
shall be permitted without the consent of any participant if the participant’s participation is not
increased as a result thereof), (ii) consent to the assignment or transfer by US Company or any
Credit Party of any of its rights and obligations under this Agreement or (iii) release all or
substantially all of the Collateral under all of the Security Documents (except as expressly
provided in the Credit Documents) supporting the Loans or Letters of Credit hereunder in which such
participant is participating. In the case of any such participation, the participant shall not
have any rights under this Agreement or any of the other Credit Documents (the participant’s rights
against such Lender in respect of such participation to be those set forth in the agreement
executed by such Lender in favor of the participant relating thereto) and all amounts payable by
the Credit Parties hereunder shall be determined as if such Lender had not sold such participation.
Notwithstanding the foregoing, a participant that holds a US Obligation shall be entitled to the
benefits, and bound by
the obligations, of Section 5.04 as though it were a Lender; provided,
however, that such participant shall not be entitled to receive any greater payment under
Section 5.04 than the applicable Lender would have been entitled to receive with respect to
the participation transferred to such participant.




          (b) Notwithstanding the foregoing, any Lender (or any Lender together with one or more other
Lenders) may (x) assign all or a portion of its Revolving Loan Commitment and related outstanding
Obligations (or, if the Revolving Loan Commitment has terminated, outstanding Obligations)
hereunder to (i) (A) its parent company and/or any affiliate of such Lender which is at least 50%
owned by such Lender or its parent company or (B) to one or more other Lenders or any affiliate of
any such other Lender which is at least 50% owned by such other Lender or its parent company
(provided that any fund that invests in loans and is managed or advised by the same
investment advisor of another fund which is a Lender (or by an Affiliate of such investment
advisor) shall be treated as an affiliate of such other Lender for the purposes of this sub-clause
(x)(i)(B)), or (ii) in the case of any Lender that is a fund that invests in loans, any other fund
that invests in loans and is managed or advised by the same investment advisor of any Lender or by
an Affiliate of such investment advisor or (y) assign all, or if less than all, a portion equal to
at least $5,000,000 or the Equivalent Amount thereof in the aggregate for the assigning Lender or
assigning Lenders, of such Revolving Loan Commitments and related outstanding Obligations (or, if
the Revolving Loan Commitments have terminated, outstanding Obligations) hereunder to one or more
Eligible Transferees (treating any fund that invests in loans and any other fund that invests in
loans and is managed or advised by the same investment advisor of such fund or by an Affiliate of
such investment advisor as a single Eligible Transferee), each of which assignees shall become a
party to this Agreement as a Lender by execution of an Assignment and Assumption Agreement,
provided that (v) at such time, Schedule 1.01(a) shall be deemed modified to
reflect the Revolving Loan Commitments and/or outstanding Revolving Loans, as the case may be, of
such new Lender and of the existing Lenders, (w) upon the surrender of the relevant Notes by the
assigning Lender (or, upon such assigning Lender’s indemnifying the Borrowers for any lost Note
pursuant to a customary indemnification agreement) new Notes will be issued, at the Borrowers’
joint and several expense, to such new Lender and to the assigning Lender upon the request of such
new Lender or assigning Lender, such new Notes to be in conformity with the requirements of
Section 2.05 (with appropriate modifications) to the extent needed to reflect the revised
Revolving Loan Commitments and/or outstanding Revolving Loans, as the case may be, (x) the consent
of the Administrative Agent and, so long as no Event of Default then exists and the Syndication
Date shall have occurred, the US Company, shall be required in connection with any such assignment
pursuant to clause (y) above (such consents, in any case, not to be unreasonably withheld, delayed
or conditioned), (y) the Administrative Agent shall receive at the time of each such assignment,
from the assigning or assignee Lender, the payment of a non-refundable assignment fee of $3,500 and
(z) no such transfer or assignment will be effective until recorded by the Administrative Agent on
the Register pursuant to Section 13.15. To the extent of any assignment pursuant to this
Section 13.04(b), the assigning Lender shall be relieved of its obligations hereunder with
respect to its assigned Revolving Loan Commitment and outstanding Revolving Loans. At the time of




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each assignment of a US Obligation pursuant to this Section 13.04(b) to a Person which is
not already a Lender hereunder which is a Non-U.S. Lender, the respective assignee Lender shall, to
the extent legally entitled to do so, provide to the US Company the appropriate Internal Revenue
Service Forms (and, if applicable, a Section 5.04(b)(ii) Certificate) described in Section 5.04(b).
To the extent that an assignment of all or any portion of a Lender’s Revolving Loan Commitment and
related outstanding Obligations pursuant to Section 2.13 or this Section 13.04(b)
would, at the time of such assignment, result in increased costs under Section 2.10,
3.06, 5.04 or 5.05 from those being charged by the respective assigning
Lender prior to such assignment, then the Borrowers shall not be obligated to pay such
increased costs (although the Borrowers, in accordance with and pursuant to the other
provisions of this Agreement, shall be obligated to pay any other increased costs of the type
described above resulting from changes after the date of the respective assignment).




          (c) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans and
Notes hereunder to a Federal Reserve Bank in support of borrowings made by such Lender from such
Federal Reserve Bank and, with prior notification to the Administrative Agent (but without the
consent of the Administrative Agent or US Company), any Lender which is a fund may pledge all or
any portion of its Loans and Notes to its trustee or to a collateral agent providing credit or
credit support to such Lender in support of its obligations to such trustee, such collateral agent
or a holder of such obligations, as the case may be. No pledge pursuant to this clause (c) shall
release the transferor Lender from any of its obligations hereunder.




          (d) Any Lender which assigns all of its Revolving Loan Commitment and/or Loans hereunder in
accordance with Section 13.04(b) shall cease to constitute a “Lender” hereunder, except
with respect to indemnification provisions under this Agreement (including, without limitation,
Sections 2.10, 2.11, 3.06, 5.04, 5.05, 12.06,
13.01 and 13.06), which shall survive as to such assigning Lender.




          (e) In case of assignment, transfer or novation by the assigning Lender to the assignee of all
or any part of its rights and obligations under any of the Revolving Loan Commitment, the assigning
Lender and the assignee shall agree that, for the purposes of Article 1278 of the Luxembourg Civil
Code (to the extent applicable), the Securities created under the Luxembourg Security Agreement,
securing the rights assigned, transferred or novated thereby, will be preserved for the benefit of
the assignee.




                    13.05 No Waiver; Remedies Cumulative. No failure or delay on the part of the Administrative
Agent, the Collateral Agent, any Issuing Lender or any Lender in exercising any right, power or
privilege hereunder or under any other Credit Document and no course of dealing between US Company
or any other Credit Party and the Administrative Agent, the Collateral Agent, any Issuing Lender or
any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder or under any other Credit Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege hereunder or
thereunder. The rights, powers and remedies herein or in any other Credit Document expressly
provided are cumulative and not exclusive of any rights, powers or remedies which the
Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender would otherwise have.
No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other
or further notice or demand in similar or other circumstances or constitute a waiver of the rights
of the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender to any other or
further action in any circumstances without notice or demand.



                    13.06 Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the
Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of
any Borrower in respect of any Obligations hereunder, the Administrative Agent shall distribute



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such payment to the Lenders entitled thereto (other than any Lender that has consented in writing
to waive its pro rata share of
any such payment) pro rata based upon their respective shares, if any, of the
Obligations with respect to which such payment was received.




          (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by
voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s
lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents,
or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans,
Unpaid US Drawings, Unpaid UK Drawings, Commitment Commission or Letter of Credit Fees, of a sum
which with respect to the related sum or sums received by other Lenders is in a greater proportion
than the total of such Obligation then owed and due to such Lender bears to the total of such
Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such
Lender receiving such excess payment shall purchase for cash without recourse or warranty from the
other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such
amount as shall result in a proportional participation by all the Lenders in such amount;
provided that if all or any portion of such excess amount is thereafter recovered from such
Lenders, such purchase shall be rescinded and the purchase price restored to the extent of such
recovery, but without interest.




          (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding
Sections 13.06(a) and (b) shall be subject to the express provisions of this
Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as
opposed to Defaulting Lenders.




                    13.07 Calculations; Computations. (a) The financial statements to be furnished to the
Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied
throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed
in writing by US Company to the Lenders); provided that, (i) except as otherwise
specifically provided herein, all computations shall utilize GAAP and policies in conformity with
those used to prepare the audited financial statements of US Company referred to in Section
8.10(a) for the fiscal year ended December 31, 2007 and (ii) to the extent expressly provided
herein, certain calculations shall be made on a pro forma basis.



          (b) All computations of interest, Commitment Commission and other Fees hereunder shall be made
on the basis of a year of 360 days for the actual number of days (including the first day but
excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last
day shall be included) occurring in the period for which such interest, Commitment Commission or
Fees are payable; provided, however, all computations of interest on Base Rate
Loans determined by reference to the Prime Lending Rate shall be made on the basis of a year of
365/366 days (as applicable) for the actual number of days occurring in the period for which such
interest is payable.




          (c) For purposes of the Interest Act (Canada), (i) whenever any interest or fee under this
Agreement or any Note is calculated using a rate based on a year of 360 days, the rate determined
pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable
rate based on a year of 360 days, (y) multiplied by the actual number of days in the calendar year
in which the period for which such interest or fee is payable (or compounded) ends, and (z) divided
by 360, (ii) the principle of deemed reinvestment of interest does not apply to any interest or fee
calculation under this Agreement and any Note, and (iii) the rates of interest
stipulated in this Agreement and any Note are intended to be nominal rates and not effective
rates or yields.



                    13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. (a) THIS
AGREEMENT AND THE OTHER



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CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
AND THEREUNDER SHALL, EXCEPT AS OTHERWISE PROVIDED IN ANY MORTGAGE, BE CONSTRUED IN ACCORDANCE WITH
AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES). ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY
EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, EACH BORROWER HEREBY
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF THE AFORESAID COURTS. EACH BORROWER HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM
THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER SUCH CREDIT PARTY, AND AGREES NOT TO PLEAD OR
CLAIM, IN ANY LEGAL ACTION PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER SUCH
BORROWER. EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH BORROWER AT ITS ADDRESS SET FORTH OPPOSITE
ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH BORROWER
HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES
AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER
CREDIT DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN
SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, ANY ISSUING LENDER ANY
LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH BORROWER IN ANY OTHER JURISDICTION.




          (b) EACH BORROWER IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE
AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY
SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.




          (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.




                    13.09 Counterparts. This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when so executed and delivered
shall be an original, but all of which shall together constitute one and the same instrument. A
set of counterparts executed by all the parties hereto shall be lodged with US Company, the
Borrowers and the Administrative Agent. Delivery of an executed counterpart hereof by facsimile or
other electronic transmission shall be as effective as delivery of an original executed counterpart
hereof.




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               13.10 Effectiveness. This Agreement shall become effective on the date (the
“Effective Date”) on which US Company, the Borrowers, the Administrative Agent and each of
the Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and
shall have delivered the same to the Administrative Agent at the Notice Office or, in the case of
the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing),
written or telex notice (actually received) at such office that the same has been signed and mailed
to it. The Administrative Agent will give US Company, US Company, the other Borrowers and each
Lender prompt written notice of the occurrence of the Effective Date.



               13.11 Headings Descriptive. The headings of the several sections and subsections of this Agreement are inserted for
convenience only and shall not in any way affect the meaning or construction of any provision of
this Agreement.



               13.12 Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit
Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless
such change, waiver, discharge or termination is in writing signed by the respective Credit Parties
party hereto or thereto and the Required Lenders although additional parties may be added to (and
annexes may be modified to reflect such additions) and, other than as further set forth below,
Subsidiaries of the US Company may be deleted from, the Guaranty and the Security Documents in
accordance with the provisions hereof and thereof without the consent of the other Credit Parties
party thereto or the Required Lenders, provided that no such change, waiver, discharge or
termination shall, without the consent of each Lender (other than a Defaulting Lender) (with
Obligations being directly affected in the case of following clause (i)), (i) extend the final
scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit
beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or
Fees thereon (except in connection with the waiver of applicability of any post-default increase in
interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any
amendment or modification to the financial definitions in this Agreement or to Section
13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of
this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly
provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive
any provision of this Section 13.12(a) (except for technical amendments with respect to
additional extensions of credit pursuant to this Agreement which afford the protections to such
additional extensions of credit of the type provided to the Revolving Loan Commitments and the
Loans on the Effective Date), (iv) reduce the “majority” voting threshold specified in the
definition of Required Lenders (it being understood that, with the consent of the Required Lenders,
additional extensions of credit pursuant to this Agreement may be included in the determination of
the Required Lenders on substantially the same basis as the extensions of Revolving Loan
Commitments are included on the Effective Date), (v) consent to the assignment or transfer by US
Company or any Borrower of any of their rights and obligations under this Agreement, (vi) amend,
change or modify this Agreement in any manner that would change the effect of Section
5.03(d), (vii) amend, change or modify the provisions of Section 2.17 or
5.02(a)(i), (ii), (iii) or (iv); provided further, that no such
change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitment of any
Lender over the amount thereof then in effect without the consent of such Lender (it being
understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of
Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an
increase of the Revolving Loan Commitment of any Lender, and that an increase in the available
portion of the Revolving Loan Commitment of any Lender shall not constitute an increase of the
Revolving Loan Commitment of such Lender), (2) without the consent of each Issuing Lender, amend,
modify or waive any provision of Section 2 or alter its rights or obligations with respect
to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender’s
rights or obligations with respect to Swingline Loans, (4) without the consent of the
Administrative Agent, amend, modify or waive any provision of Section 12 or any other
provision of this Agreement or any other Credit Document as same



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relates to the rights or
obligations of the Administrative Agent, (5) without the consent of the Collateral Agent, amend,
modify or waive any provision relating to the rights or obligations of the Collateral Agent, or (6)
without the consent of the Supermajority Lenders, (w) releases any Guarantor with assets in the US
Borrowing Base or UK Borrowing Base from any obligations arising under the Guarantees, (x) amend
the definition of Supermajority Lenders (it being understood that, with the consent of the Required
Lenders, additional extensions of credit pursuant to this Agreement may be included in the
determination of the Supermajority Lenders on substantially the same basis as the extensions of
Loans and Revolving Loan Commitments are included on the Effective Date),
(y) amend the definition of Aggregate Borrowing Base, US Borrowing Base or UK Borrowing Base
(or, in each case, any defined terms as used therein) as such definitions are set forth herein on
the Effective Date (or as same may be amended from time to time pursuant to this clause (y)) in any
manner which would have the effect of increasing availability thereunder as determined in good
faith by the Administrative Agent (it being understood that the establishment, modification or
elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible
Accounts, Eligible Container Fleet Inventory, Eligible Cabin Fleet Inventory, Eligible Container
Inventory Held For Sale, Eligible Goods Inventory, Eligible Machinery and Equipment, Eligible Raw
Materials Inventory, Eligible Real Property, Eligible Trailer Fleet Inventory and Eligible
Work-In-Process Container Inventory, in each case by the Administrative Agent or the Collateral
Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates) or
(z) increase the percentage of the US Borrowing Base for which Agent Advances may be made pursuant
to Section 2.01(h).




          (b) If, in connection with any proposed change, waiver, discharge or termination of or to any
of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the
first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the
consent of one or more of such other Lenders whose consent is required is not obtained, then the
Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is
required are treated as described in either clause (A) or (B) below, to either (A) replace each
such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section
2.13 so long as at the time of such replacement, each such Replacement Lender consents to the
proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s
Revolving Loan Commitment and/or repay all outstanding Revolving Loans of such Lender and/or cash
collateralize its applicable RL Percentage of the Letter of Credit of Outstandings in accordance
with Sections 4.02(b) and/or 5.01(b), provided that, unless the Revolving
Loan Commitments which are terminated and Revolving Loans which are repaid pursuant to preceding
clause (B) are immediately replaced in full at such time through the addition of new Lenders or the
increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders
(who in each case must specifically consent thereto), then in the case of any action pursuant to
preceding clause (B), the Required Lenders (determined after giving effect to the proposed action)
shall specifically consent thereto, provided further, that the Borrowers shall not
have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Revolving
Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any
required consent by such Lender) pursuant to the second proviso to Section 13.12(a).




               13.13 Survival. All indemnities set forth herein including, without limitation, in
Sections 2.10, 2.11, 3.06, 5.04, 5.05, 12.06 and
13.01 shall survive the execution, delivery and termination of this Agreement and the Notes
and the making and repayment of the Obligations.



               13.14 Domicile of Loans. Each Lender may transfer and carry its Loans at, to or for
the account of any office, Subsidiary or Affiliate of such Lender. Notwithstanding anything to the
contrary contained herein, to the extent that a transfer of Loans pursuant to this Section
13.14 would, at the time of such transfer, result in increased costs under Section
2.10, 2.11, 3.06, 5.04 or 5.05 from those being charged by the
respective Lender prior to such transfer, then the Borrowers shall not be



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obligated to pay such
increased costs (although the Borrowers shall be jointly and severally obligated to pay any other
increased costs of the type described above resulting from changes after the date of the respective
transfer).




               13.15 Register. The Borrowers hereby designate the Administrative Agent to serve as its agent, solely for
purposes of this Section 13.15, to maintain a register (the “Register”) on which it
will record the Revolving Loan Commitments from time to time of each of the Lenders, the Loans made
by each of the Lenders and each repayment in respect of the principal or interest amount of the
Loans of each Lender. Failure to make any such recordation, or any error in such recordation,
shall not affect the Borrowers’ obligations in respect of such Loans. With respect to any Lender,
the transfer of the Revolving Loan Commitment of such Lender and the rights to the principal of,
and interest on, any Loan made pursuant to such Revolving Loan Commitment shall not be effective
until such transfer is recorded on the Register maintained by the Administrative Agent with respect
to ownership of such Revolving Loan Commitment and Loans and prior to such recordation all amounts
owing to the transferor with respect to such Revolving Loan Commitment and Loans shall remain owing
to the transferor. The registration of assignment or transfer of all or part of any Revolving Loan
Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the
acceptance by the Administrative Agent of a properly executed and delivered Assignment and
Assumption Agreement pursuant to Section 13.04(b). Coincident with the delivery of such an
Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of
assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the
assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and
thereupon one or more new Notes in the same aggregate principal amount shall be issued to the
assigning or transferor Lender and/or the new Lender at the request of any such Lender. The
Borrowers jointly and severally agree to indemnify the Administrative Agent from and against any
and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on,
asserted against or incurred by the Administrative Agent in performing its duties under this
Section 13.15. Upon the request of any Lender, the Administrative Agent shall provide such
Lender with the Revolving Loan Commitment and outstanding Loan amount of such Lender as such
information has been recorded in the Register.



               13.16 Confidentiality. (a) Subject to the provisions of clause (b) of this
Section 13.16, each Lender agrees that it will use its reasonable efforts not to disclose
without the prior consent of the US Company (other than to its employees, auditors, advisors or
counsel or to another Lender if such Lender or such Lender’s holding or parent company in its sole
discretion determines that any such party should have access to such information, provided
such Persons shall be subject to the provisions of this Section 13.16 to the same extent as
such Lender) any information with respect to US Company or any of its Subsidiaries which is now or
in the future furnished pursuant to this Agreement or any other Credit Document, provided
that any Lender may disclose any such information (i) as has become generally available to the
public other than by virtue of a breach of this Section 13.16(a) by the respective Lender,
(ii) as may be required or appropriate in any report, statement or testimony submitted to any
municipal, state or Federal regulatory body having or claiming to have jurisdiction over such
Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or similar
organizations (whether in the United States or elsewhere) or their successors, (iii) as may be
required or appropriate in respect to any summons or subpoena or in connection with any litigation,
(iv) in order to comply with any law, order, regulation or ruling applicable to such Lender, (v) to
the Administrative Agent or the Collateral Agent, (vi) to any direct or indirect contractual
counterparty in any swap, hedge or similar agreement (or to any such contractual counterparty’s
professional advisor), so long as such contractual counterparty (or such professional advisor)
agrees to be bound by the provisions of this Section 13.16 and (vii) to any prospective or
actual transferee, pledgee or participant in connection with any contemplated transfer, pledge or
participation of any of the Notes or Revolving Loan Commitments



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or any interest therein by such
Lender, provided that such prospective transferee, pledgee or participant agrees to be
bound by the confidentiality provisions contained in this Section 13.16.




          (b) US Company and the Borrowers hereby acknowledge and agree that each Lender may share with
any of its affiliates, and such affiliates may share with such Lender, any information related to
US Company or any of its Subsidiaries (including, without limitation, any non-public customer
information regarding the creditworthiness of US Company and its Subsidiaries), provided
such Persons shall be subject to the provisions of this Section 13.16 to the same extent as
such Lender.




               13.17 Patriot Act. Each Lender subject to the USA PATRIOT ACT (Title 111 of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Patriot Act”) hereby notifies US Company
and the Borrowers that pursuant to the requirements of the Patriot Act, they are required to
obtain, verify and record information that identifies US Company, the Borrowers and the other
Credit Parties and other information that will allow such Lender to identify US Company, the
Borrowers and the other Credit Parties in accordance with the Patriot Act.



               13.18 Release of Borrowers. In the event that all of the Equity Interests of one or
more Borrowers (other than the US Company) is sold or otherwise disposed of or liquidated in
compliance with the requirements of Section 10.03 (or such sale, other disposition or
liquidation has been approved in writing by the Required Lenders (or all Lenders if required by
Section 13.12)) and the proceeds of such sale, disposition or liquidation are applied in
accordance with the provisions of Section 5.02(c), to the extent applicable, such Borrower
shall, upon consummation of such sale or other disposition (except to the extent that such sale or
disposition is to US Company or any of its Wholly-Owned Subsidiaries), be released from this
Agreement and each remaining Borrower agrees that, with no action on its part required, the
remaining Borrowers shall remain jointly and severally liable for all Obligations.



          SECTION 14. Nature of Borrower Obligations.




               14.01 Nature of Borrower Obligations. Notwithstanding anything to the contrary
contained elsewhere in this Agreement, it is understood and agreed by the various parties to this
Agreement that all Obligations to repay principal of, interest on, and all other amounts with
respect to, all Loans, Letters of Credit and all other Obligations pursuant to this Agreement and
each other Credit Document (including, without limitation, all fees, indemnities, taxes and other
Obligations in connection therewith or in connection with the related Revolving Loan Commitments)
shall constitute the joint and several obligations of each of the Borrowers. In addition to the
direct (and joint and several) obligations of the Borrowers with respect to Obligations as
described above, all such Obligations shall be guaranteed pursuant to, and in accordance with the
terms of, the Guaranties.



               14.02 Independent Obligation. The obligations of each Borrower with respect to the
Obligations are independent of the obligations of each other Borrower or any Guarantor under the
Guaranty of such Obligations, and a separate action or actions may be brought and prosecuted
against each Borrower, whether or not any other Borrower or any Guarantor is joined in any such
action or actions. Each Borrower waives, to the fullest extent permitted by law, the benefit of
any statute of limitations affecting its liability hereunder or the enforcement thereof. Any
payment by any Borrower or other circumstance which operates to toll any
statute of limitations as to any Borrower shall, to the fullest extent permitted by law,
operate to toll the statute of limitations as to each Borrower.



               14.03 Authorization. Each of the Borrowers authorizes the Administrative Agent, the
Issuing Lenders and the Lenders without notice or demand (except as shall be



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required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder, from
time to time to:





     (a) exercise or refrain from exercising any rights against any other Borrower or any
Guarantor or others or otherwise act or refrain from acting;




     (b) release or substitute any other Borrower, endorsers, Guarantors or other obligors;




     (c) settle or compromise any of the Obligations of any other Borrower or any other
Credit Party, any security therefor or any liability (including any of those hereunder)
incurred directly or indirectly in respect thereof or hereof, and may subordinate the
payment of all or any part thereof to the payment of any liability (whether due or not) of
any Borrower to its creditors other than the Lenders;




     (d) apply any sums paid by any other Borrower or any other Person, howsoever realized
to any liability or liabilities of such other Borrower or other Person regardless of what
liability or liabilities of such other Borrower or other Person remain unpaid; and/or




     (e) consent to or waive any breach of, or act, omission or default under, this
Agreement or any of the instruments or agreements referred to herein, or otherwise, by any
other Borrower or any other Person.



               14.04 Reliance. It is not necessary for the Administrative Agent, the Collateral
Agent, any Issuing Lender or any Lender to inquire into the capacity or powers of US Company, any
Borrower or any of its Subsidiaries or the officers, directors, members, partners or agents acting
or purporting to act on its behalf, and any Obligations made or created in reliance upon the
professed exercise of such powers shall constitute the joint and several obligations of the
Borrowers hereunder.



               14.05 Contribution; Subrogation. No Borrower shall have any rights of contribution or
subrogation with respect to any other Borrower as a result of payments made by it hereunder, in
each case unless and until the Total Revolving Loan Commitment and all Letters of Credit have been
terminated and all Obligations have been paid in full in cash.



               14.06 Waiver. Each Borrower waives any right to require the Administrative Agent, the
Collateral Agent, the Issuing Lenders or the Lenders to (i) proceed against any other Borrower, any
Guarantor or any other party, (ii) proceed against or exhaust any security held from any Borrower,
any Guarantor or any other party or (iii) pursue any other remedy in the Administrative Agent’s,
the Collateral Agent’s, any Issuing Lender’s or Lenders’ power whatsoever. Each Borrower waives
any defense based on or arising out of suretyship or any impairment of security held from any
Borrower, any Guarantor or any other party or on
or arising out of any defense of any other Borrower, any Guarantor or any other party other
than payment in full in cash of the Obligations, including, without limitation, any defense based
on or arising out of the disability of any other Borrower, any Guarantor or any other party, or the
unenforceability of the Obligations or any part thereof from any cause, or the cessation from any
cause of the liability of any other Borrower, in each case other than as a result of the payment in
full in cash of the Obligations.



          SECTION 15. Guarantee.




               15.01 The Guarantees. (a) The US Guarantors hereby jointly and severally guarantee,
as a primary obligor and not as a surety to each Secured Creditor and their respective



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successors and assigns, the prompt payment in full when due (whether at stated maturity, by required
prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest
(including any interest, fees, costs or charges that would accrue but for the provisions of the
Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of
the United States Code) on the US Revolving Loans made by the Lenders to, and the corresponding
Notes held by each Lender of, the US Borrowers, and all other US Obligations from time to time
owing to the Secured Creditors by any US Credit Party (such obligations being herein collectively
called the “US Guaranteed Obligations”). The US Guarantors hereby jointly and severally
agree that if any US Borrower or any US Guarantor shall fail to pay in full when due (whether at
stated maturity, by acceleration or otherwise) any of the US Guaranteed Obligations, the US
Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in
the case of any extension of time of payment or renewal of any of the US Guaranteed Obligations,
the same will be promptly paid in full when due (whether at extended maturity, by acceleration or
otherwise) in accordance with the terms of such extension or renewal.




          (b) The UK Guarantors hereby jointly and severally guarantee, as a primary obligor and not as
a surety to each Secured Creditor and their respective successors and assigns, the prompt payment
in full when due (whether at stated maturity, by required prepayment, declaration, demand, by
acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or
charges that would accrue but for the provisions of the Title 11 of the United States Code after
any bankruptcy or insolvency petition under Title 11 of the United States Code) on the UK Revolving
Loans made by the Lenders to, and the corresponding Notes held by each Lender of, each UK Borrower,
and all other UK Obligations from time to time owing to the Secured Creditors by any UK Credit
Party (such obligations being herein collectively called the “UK Guaranteed Obligations”).
The UK Guarantors hereby jointly and severally agree that if any UK Borrower or other UK Guarantor
shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any
of the UK Guaranteed Obligations, the UK Guarantors will promptly pay the same in cash, without any
demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of
any of the UK Guaranteed Obligations, the same will be promptly paid in full when due (whether at
extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or
renewal.




               15.02 Obligations Unconditional. (a) The obligations of the US Guarantors under
Section 15.01(a) shall constitute a guaranty of payment (and not of collection) and to the
fullest extent permitted by Applicable Law, are absolute, irrevocable and unconditional, joint and
several, irrespective of the value, genuineness, validity, regularity or enforceability of the US
Guaranteed Obligations under this Agreement, the corresponding Notes, if any, or any other
agreement or instrument referred to herein or therein, or any substitution, release or
exchange of any other guarantee of or security for any of the US Guaranteed Obligations, and,
irrespective of any other circumstance whatsoever that might otherwise constitute a legal or
equitable discharge or defense of a surety or US Guarantor (except for payment in full). Without
limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of
the following shall not alter or impair the liability of the US Guarantors hereunder which shall
remain absolute, irrevocable and unconditional under any and all circumstances as described above:




     (i) at any time or from time to time, without notice to the US Guarantors, the time for
any performance of or compliance with any of the US Guaranteed Obligations shall be
extended, or such performance or compliance shall be waived;




     (ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes,
if any, or any other agreement or instrument referred to herein or therein shall be done or
omitted;



-160-









 






     (iii) the maturity of any of the US Guaranteed Obligations shall be accelerated, or any
of the US Guaranteed Obligations shall be amended in any respect, or any right under the
Credit Documents or any other agreement or instrument referred to herein or therein shall be
amended or waived in any respect or any other guarantee of any of the US Guaranteed
Obligations or any security therefor shall be released or exchanged in whole or in part or
otherwise dealt with;




     (iv) any Lien or security interest granted to, or in favor of, any US Issuing Lender or
any Lender or Collateral Agent as security for any of the US Guaranteed Obligations shall
fail to be perfected; or




     (v) the release of any other US Guarantor pursuant to Section 15.09(a).



          The US Guarantors hereby expressly waive diligence, presentment, demand of payment, protest
and all notices whatsoever, and any requirement that any Secured Creditor exhaust any right, power
or remedy or proceed against any US Borrower under this Agreement or the Notes, if any, or any
other agreement or instrument referred to herein or therein, or against any other person under any
other guarantee of, or security for, any of the US Guaranteed Obligations. The US Guarantors waive
any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of
the US Guaranteed Obligations and notice of or proof of reliance by any Secured Creditor upon this
US Guarantee or acceptance of this Guarantee, and the US Guaranteed Obligations, and any of them,
shall conclusively be deemed to have been created, contracted or incurred in reliance upon this
Guarantee, and all dealings between US Borrowers and the Secured Creditors shall likewise be
conclusively presumed to have been had or consummated in reliance upon this Guarantee. This
Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of
payment (and not of collection) without regard to any right of offset with respect to the US
Guaranteed Obligations at any time or from time to time held by Secured Creditors, and the
obligations and liabilities of the US Guarantors hereunder shall not be conditioned or contingent
upon the pursuit by the Secured Creditors or any other person at any time of any right or remedy
against the US Borrowers or against any other person which may be or become liable in respect of
all or any part of the US Guaranteed Obligations or against any collateral security or guarantee
therefor or right of offset with respect thereto. This Guarantee shall remain in full force and
effect and be binding in accordance with and to the extent of its terms upon the US Guarantors and
the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their
respective successors and assigns, notwithstanding that from time to time during the term of this
Agreement there may be no US Guaranteed Obligations outstanding.




          (b) The obligations of the UK Guarantors under Section 15.01(b) shall constitute a
guaranty of payment (and not of collection) and to the fullest extent permitted by Applicable Law,
are absolute, irrevocable and unconditional, joint and several, irrespective of the value,
genuineness, validity, regularity or enforceability of the UK Guaranteed Obligations under this
Agreement, the corresponding Notes, if any, or any other agreement or instrument referred to herein
or therein, or any substitution, release or exchange of any other guarantee of or security for any
of the UK Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a surety or UK Guarantor (except
for payment in full). Without limiting the generality of the foregoing, it is agreed that the
occurrence of any one or more of the following shall not alter or impair the liability of the UK
Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all
circumstances as described above:





     (i) at any time or from time to time, without notice to the UK Guarantors, the time for
any performance of or compliance with any of the UK Guaranteed Obligations shall be
extended, or such performance or compliance shall be waived;



-161-









 






     (ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes,
if any, or any other agreement or instrument referred to herein or therein shall be done or
omitted;




     (iii) the maturity of any of the UK Guaranteed Obligations shall be accelerated, or any
of the UK Guaranteed Obligations shall be amended in any respect, or any right under the
Credit Documents or any other agreement or instrument referred to herein or therein shall be
amended or waived in any respect or any other guarantee of any of the UK Guaranteed
Obligations or any security therefor shall be released or exchanged in whole or in part or
otherwise dealt with;




     (iv) any Lien or security interest granted to, or in favor of, any UK Issuing Lender or
any Lender or Collateral Agent as security for any of the UK Guaranteed Obligations shall
fail to be perfected; or




     (v) the release of any other UK Guarantor pursuant to Section 15.09(b).



          (c) The UK Guarantors hereby expressly waive diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that any Secured Creditor exhaust any
right, power or remedy or proceed against the UK Borrowers under this Agreement or the Notes, if
any, or any other agreement or instrument referred to herein or therein, or against any other
person under any other guarantee of, or security for, any of the UK Guaranteed Obligations. The UK
Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or
accrual of any of the UK Guaranteed Obligations and notice of or proof of reliance by any Secured
Creditor upon this Guarantee or acceptance of this Guarantee, and the UK Guaranteed Obligations,
and any of them, shall conclusively be deemed to have been created, contracted or incurred in
reliance upon this Guarantee, and all dealings between any UK Borrower and the Secured Creditors
shall likewise be conclusively presumed to have been had or consummated in reliance upon this
Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and
unconditional guarantee of payment (and not of collection) without regard to any right of offset
with respect to the UK Guaranteed Obligations at any time or from time to time held by Secured
Creditors, and the obligations and liabilities of the UK Guarantors hereunder shall not be
conditioned or contingent upon the pursuit by the Secured Creditors or any other person at any time
of any right or remedy against any UK Borrower or against any other person which may be or become
liable in respect of all or any part of the UK Guaranteed Obligations or against any collateral
security or guarantee therefor or right of offset with respect thereto. This Guarantee shall
remain in full force and effect and be binding in accordance with and to the extent of its terms upon the UK
Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders,
and their respective successors and assigns, notwithstanding that from time to time during the term
of this Agreement there may be no UK Guaranteed Obligations outstanding.




               15.03 Reinstatement. (a) The obligations of the US Guarantors under this Section 15
shall be automatically reinstated if and to the extent that for any reason any payment by or on
behalf of US Borrower or any US Guarantor in respect of the US Guaranteed Obligations is rescinded
or must be otherwise restored by any holder of any of the US Guaranteed Obligations, whether as a
result of any proceedings in bankruptcy or reorganization or otherwise.



          (b) The obligations of the UK Guarantors under this Section 15 shall be automatically
reinstated if and to the extent that for any reason any payment by or on behalf of any of the UK
Borrower or any UK Guarantor in respect of the UK Guaranteed Obligations is rescinded or must be
otherwise restored by any holder of any of the UK Guaranteed Obligations, whether as a result of
any proceedings in bankruptcy or reorganization or otherwise.





-162-









 








               15.04 Subrogation; Subordination. (a) Each US Guarantor hereby agrees that until the
indefeasible payment and satisfaction in full in cash of all US Guaranteed Obligations and the
expiration and termination of the Revolving Loan Commitments of the Lenders under this Agreement it
shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by
reason of any performance by it of its guarantee in Section 15.01(a), whether by
subrogation or otherwise, against US Borrower or any other US Guarantor of any of the US Guaranteed
Obligations or any security for any of the US Guaranteed Obligations. Any Indebtedness of any US
Credit Party permitted pursuant to Section 10.05(e) shall be subordinated to such US Credit
Party’s US Obligations in the manner set forth in the intercompany note evidencing such
Indebtedness (in a form reasonably acceptable to the Administrative Agent).



          (b) Each UK Guarantor hereby agrees that until the indefeasible payment and satisfaction in
full in cash of all UK Guaranteed Obligations and the expiration and termination of the Revolving
Loan Commitments of the Lenders to make UK Revolving Loans under this Agreement it shall waive any
claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any
performance by it of its guarantee in Section 15.01(b), whether by subrogation or
otherwise, against any of the UK Borrowers or any other UK Guarantor of any of the UK Guaranteed
Obligations or any security for any of the UK Guaranteed Obligations. Any Indebtedness of any UK
Credit Party permitted pursuant to Section 10.05(e) shall be subordinated to such UK Credit
Party’s UK Obligations in the manner set forth in the intercompany note evidencing such
Indebtedness (in a form reasonably acceptable to the Administrative Agent).




               15.05 Remedies. (a) The US Guarantors jointly and severally agree that, as between
the US Guarantors and the Lenders, the obligations of a US Borrower under this Agreement and the
corresponding Notes, if any, may be declared to be forthwith due and payable as provided in
Section 11 (and shall be deemed to have become automatically due and payable in the
circumstances provided in Section 11) for purposes of Section 15.01(a),
notwithstanding any stay, injunction or other prohibition preventing such declaration (or such
obligations from becoming automatically due and payable) as against any US Borrower and that, in
the event of such declaration (or such obligations being deemed to have become automatically due
and payable), such obligations (whether or not due and payable by US Borrower) shall forthwith
become due and payable by the US Guarantors for purposes of Section 15.01(a).



          (b) The UK Guarantors jointly and severally agree that, as between the UK Guarantors and the
Lenders, the obligations of the UK Borrowers under this Agreement and the corresponding Notes, if
any, may be declared to be forthwith due and payable as provided in Section 11 (and shall
be deemed to have become automatically due and payable in the circumstances provided in Section
11) for purposes of Section 15.01(b), notwithstanding any stay, injunction or other
prohibition preventing such declaration (or such obligations from becoming automatically due and
payable) as against any UK Borrower and that, in the event of such declaration (or such obligations
being deemed to have become automatically due and payable), such obligations (whether or not due
and payable by a UK Borrower) shall forthwith become due and payable by the UK Guarantors for
purposes of Section 15.01(b).




               15.06 Instrument for Payment of Money. (a) Each US Guarantor hereby acknowledges
that the guarantee in this Section 15 constitutes an instrument for the payment of money, and
consents and agrees that any Lender or Administrative Agent, at its sole option, in the event of a
dispute by such US Guarantor in the payment of any moneys due hereunder, shall have the right to
bring a motion-action under New York CPLR Section 3213.



-163-









 





          (b) Each UK Guarantor hereby acknowledges that the guarantee in this Section 15 constitutes an
instrument for the payment of money, and consents and agrees that any Lender or Administrative
Agent, at its sole option, in the event of a dispute by such UK Guarantor in the payment of any
moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section
3213.




               15.07 Continuing Guarantee. (a) The guarantee in this Section 15.01(a) is a
continuing guarantee of payment (and not of collection), and shall apply to all US Guaranteed
Obligations whenever arising.



          (b) The guarantee in this Section 15.01(b) is a continuing guarantee of payment (and
not of collection), and shall apply to all UK Guaranteed Obligations whenever arising.




               15.08 General Limitation on Guarantee Obligations. (a) In any action or proceeding
involving any state corporate limited partnership or limited liability company law, or any
applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting
the rights of creditors generally, if the obligations of any US Guarantor under Section
15.01(a) would otherwise be held or determined to be void, voidable, invalid or unenforceable,
or subordinated to the claims of any other creditors, on account of the amount of its liability
under Section 15.01(a), then, notwithstanding any other provision to the contrary, the
amount of such liability shall, without any further action by such US Guarantor, any US Credit
Party or any other person, be automatically limited and reduced to the highest amount (after giving
effect to the right of contribution established in Section 15.10(a)) that is valid and
enforceable and not subordinated to the claims of other creditors as determined in such action or
proceeding.



          (b) In any action or proceeding involving any state corporate limited partnership or limited
liability company law, or any applicable state, federal or foreign bankruptcy, insolvency,
reorganization or other law affecting the rights of creditors generally, if the obligations of any
UK Guarantor under Section 15.01(b) would otherwise be held or determined to be void,
voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on
account of the amount of its liability under Section 15.01(b), then, notwithstanding any
other provision to the contrary, the amount of such liability shall, without any further action by
such UK Guarantor, any UK Credit Party or any other person, be automatically limited and reduced to
the highest amount (after giving effect to the right of contribution established in Section
15.10(b)) that is valid and enforceable and not subordinated to the claims of other creditors
as determined in such action or proceeding.




     (c) The guarantee provided under Section 15.01(b) by any UK Guarantor organized under
the laws of the Netherlands shall be limited to the extent required so that such guarantee does not
constitute a breach of the financial assistance prohibitions contained in Section 2:98c or 2:207c
of the Dutch Civil Code. For the avoidance of any doubt it is expressly acknowledged that such UK
Guarantors will continue to provide a guarantee to the extent doing so does not constitute a
violation of aforementioned Dutch financial assistance prohibitions.



     (d) The obligations of any UK Guarantor incorporated in England and Wales under this
Section 15 shall not extend beyond a point where they would cause the infringement of any
of sections 151 to 158 (inclusive) of the United Kingdom Companies Act 1985 (as amended or
otherwise re-enacted from time to time).



     (e) Notwithstanding any provision to the contrary contained in this agreement or in any Credit
Document, the liability of the Luxembourg Subsidiary under this section 15 shall be limited at any
time to a maximum aggregate amount equal to 90 per cent. of the greater of the Luxembourg
Subsidiary’s



-164-









 




own funds (“capitaux propres”) as mentioned in its most recently approved financial
statements, or existing as at the date of this agreement.




               15.09 Release of Guarantors. (a) If, in compliance with the terms and provisions of
the Credit Documents, all or substantially all of the Equity Interests or property of any US
Guarantor are sold or otherwise transferred (a “US Transferred Guarantor”) to a person or
persons, none of which is a US Borrower or a Domestic Subsidiary of US Company, such US Transferred
Guarantor shall, upon the consummation of such sale or transfer, be automatically released from its
obligations under this Agreement and its obligations to pledge and grant any Collateral owned by it
pursuant to any Security Document or Pledge Agreement and, in the case of a sale of all or
substantially all of the Equity Interests of the US Transferred Guarantor, the pledge of such
Equity Interests to the Collateral Agent pursuant to the Security Agreements or Pledge Agreements
shall be automatically released, and the Collateral Agent shall take such actions as are necessary
to effect each release described in this Section 15.09 in accordance with the relevant
provisions of the Security Documents or Pledge Agreement, so long as US Company shall have provided
the Administrative Agent such certifications or documents as Administrative Agent shall reasonably
request in order to demonstrate compliance with this Agreement.



          (b) If, in compliance with the terms and provisions of the Credit Documents, all or
substantially all of the Equity Interests or property of any UK Guarantor are sold or otherwise
transferred (a “UK Transferred Guarantor”) to a person or persons, none of which is a UK
Borrower or a UK Credit Party, such UK Transferred Guarantor shall, upon the consummation of such
sale or transfer, be automatically released from its obligations under this Agreement and its
obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and,
in the case of a sale of all or substantially all of the Equity Interests of the UK Transferred
Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Security
Agreements or Pledge Agreement shall be automatically released, and the Collateral Agent shall take
such actions as are necessary to effect each release described in this Section 15.09 in accordance with the relevant provisions of
the Security Documents or Pledge Agreement, so long as the applicable Borrower shall have provided
the Administrative Agent such certifications or documents as the Administrative Agent shall
reasonably request in order to demonstrate compliance with this Agreement.




               15.10 Right of Contribution. (a) Each US Guarantor hereby agrees that to the extent
that a US Guarantor shall have paid more than its proportionate share of any payment made
hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any
other US Guarantor hereunder which has not paid its proportionate share of such payment. Each US
Guarantor’s right of contribution shall be subject to the terms and conditions of Section 15.04(a).
The provisions of this Section 15.10(a) shall in no respect limit the obligations and liabilities
of any US Guarantor to the Secured Creditors, and each US Guarantor shall remain liable to the
Secured Creditors for the full amount guaranteed by such US Guarantor hereunder.



          (b) Each UK Guarantor hereby agrees that to the extent that a UK Guarantor shall have paid
more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled
to seek and receive contribution from and against any other UK Guarantor hereunder which has not
paid its proportionate share of such payment. Each UK Guarantor’s right of contribution shall be
subject to the terms and conditions of Section 15.04(b). The provisions of this
Section 15.10(b) shall in no respect limit the obligations and liabilities of any UK
Guarantor to the Secured Creditors, and each UK Guarantor shall remain liable to the Secured
Creditors for the full amount guaranteed by such UK Guarantor hereunder.




-165-









 




Execution Copy


          IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute
and deliver this Agreement as of the date first above written.




	 	 	 	 	 	 	 
	Address:	 	US BORROWERS	 	 
	 
	 	 	 	 	 	 
	 	 	MOBILE MINI, INC.	 	 
	Attention: Chief Financial Officer

	 	 	 	 	 	 
	Phone: (480) 894-6311

	 	By:
	 	/s/ Lawrence Trachtenberg	 	 
	Fax: (480) 894-6433

	 	 	 	 

Name: Lawrence Trachtenberg
	 	 
	 

	 	 	 	Title: Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	UK BORROWERS	 	 
	 
	 	 	 	 	 	 
	Attention: Chief Financial Officer

	 	RAVENSTOCK MSG LIMITED
	 	 
	Phone: (480) 894-6311

	 	 	 	 	 	 
	Fax: (480) 894-6433

	 	By:
	 	/s/ Allan A. Villegas	 	 
	 

	 	 	 	 

Name: Allan A. Villegas
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	Attention: Chief Financial Officer	 	MOBILE MINI UK LIMITED	 	 
	Phone: (480) 894-6311

	 	 	 	 	 	 
	Fax: (480) 894-6433

	 	By:
	 	/s/ Lawrence Trachtenberg	 	 
	 

	 	 	 	 

Name: Lawrence Trachtenberg
	 	 
	 

	 	 	 	Title: Director	 	 






ABL Credit Agreement









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	US GUARANTORS	 	 
	 
	 	 	 	 	 	 
	 	 	MSG WC HOLDINGS CORP.	 	 
	 
	 	 	 	 	 	 
	Attention: Chief Financial Officer
	 	By:	 	/s/ Allan A. Villegas	 	 
	Phone: (480) 894-6311

	 	 
	 	 

Name: Allan A. Villegas	 	 
	Fax: (480) 894-6433

	 	 	 	Title: Chief Financial Officer
	 	 
	 
	 	 	 	 	 	 
	 	 	MSG WC INTERMEDIARY CO.	 	 
	Attention: Chief Financial Officer

	 	 	 	 	 	 
	Phone: (480) 894-6311
	 	 	 	 	 	 
	Fax: (480) 894-6433

	 	By:
	 	/s/ Allan A. Villegas	 	 
	 

	 	 	 	 

Name: Allan A. Villegas
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	MOBILE SERVICES GROUP, INC.	 	 
	Attention: Chief Financial Officer
	 	 	 	 	 	 
	Phone: (480) 894-6311

	 	 	 	 	 	 
	Fax: (480) 894-6433

	 	By:
	 	/s/ Allan A. Villegas	 	 
	 

	 	 	 	 

Name: Allan A. Villegas
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	CACTUS MERGER SUB, INC.	 	 
	Attention: Chief Financial Officer
	 	 	 	 	 	 
	Phone: (480) 894-6311

	 	 	 	 	 	 
	Fax: (480) 894-6433

	 	By:
	 	/s/ Lawrence Trachtenberg	 	 
	 

	 	 	 	 

Name: Lawrence Trachtenberg
	 	 
	 

	 	 	 	Title: Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	MOBILE STORAGE GROUP, INC.	 	 
	Attention: Chief Financial Officer

	 	 	 	 	 	 
	Phone: (480) 894-6311
	 	 	 	 	 	 
	Fax: (480) 894-6433

	 	By:
	 	/s/ Allan A. Villegas	 	 
	 

	 	 	 	 

Name: Allan A. Villegas
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	MSG INVESTMENTS, INC.	 	 
	Attention: Chief Financial Officer

	 	 	 	 	 	 
	Phone: (480) 894-6311
	 	 	 	 	 	 
	Fax: (480) 894-6433

	 	By:
	 	/s/ Allan A. Villegas	 	 
	 

	 	 	 	 

Name: Allan A. Villegas
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	A BETTER MOBILE STORAGE COMPANY	 	 
	Attention: Chief Financial Officer

	 	 	 	 	 	 
	Phone: (480) 894-6311
	 	 	 	 	 	 
	Fax: (480) 894-6433
	 	By:	 	/s/ Allan A. Villegas	 	 
	 

	 	
	 	 

Name: Allan A. Villegas	 	 
	 

	 	 	 	Title: Chief Financial Officer
	 	 
	 
	 	 	 	 	 	 





[ABL Credit Agreement]









 






	 	 	 	 	 	 	 
	 	 	MOBILE STORAGE GROUP (TEXAS), L.P.	 	 
	Attention: Chief Financial Officer

	 	 	 	 	 	 
	Phone: (480) 894-6311
	 	 	 	 	 	 
	Fax: (480) 894-6433

	 	By:
	 	MOBILE STORAGE GROUP, INC.,
its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Allan A. Villegas	 	 
	 

	 	 	 	 

Name: Allan A. Villegas
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 






	 	 	 	 	 	 	 
	 	 	MOBILE MINI I, INC.	 	 
	Attention: Chief Financial Officer

	 	 	 	 	 	 
	Phone: (480) 894-6311
	 	 	 	 	 	 
	Fax: (480) 894-6433

	 	By:
	 	/s/ Lawrence Trachtenberg	 	 
	 

	 	 	 	 

Name: Lawrence Trachtenberg
	 	 
	 

	 	 	 	Title: Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	DELIVERY DESIGN SYSTEMS, INC.	 	 
	Attention: Chief Financial Officer

	 	 	 	 	 	 
	Phone: (480) 894-6311
	 	 	 	 	 	 
	Fax: (480) 894-6433

	 	By:
	 	/s/ Lawrence Trachtenberg	 	 
	 

	 	 	 	 

Name: Lawrence Trachtenberg
	 	 
	 

	 	 	 	Title: Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	MOBILE MINI, LLC	 	 
	Attention: Chief Financial Officer

	 	 	 	 	 	 
	Phone: (480) 894-6311
	 	By: MOBILE MINI, INC., its Sole Member	 	 
	Fax: (480) 894-6433
	 	 	 	 
	 	 	 	 	 
	 

	 	By:
	 	/s/ Lawrence Trachtenberg	 	 
	 

	 	 	 	 

Name: Lawrence Trachtenberg
	 	 
	 

	 	 	 	Title: Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	MOBILE MINI, LLC	 	 
	Attention: Chief Financial Officer

	 	 	 	 	 	 
	Phone: (480) 894-6311
	 	By: MOBILE MINI, INC., its Sole Member	 	 
	Fax: (480) 894-6433
	 	 	 	 
	 
	 

	 	By:
	 	/s/ Lawrence Trachtenberg	 	 
	 

	 	 	 	 

Name: Lawrence Trachtenberg
	 	 
	 

	 	 	 	Title: Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	MOBILE MINI OF OHIO, LLC	 	 
	Attention: Chief Financial Officer

	 	 	 	 	 	 
	Phone: (480) 894-6311
	 	By: MOBILE MINI, INC., its Sole Member	 	 
	Fax: (480) 894-6433
	 	 	 	 
	 
	 

	 	By:
	 	/s/ Lawrence Trachtenberg	 	 
	 

	 	 	 	 

Name: Lawrence Trachtenberg
	 	 
	 

	 	 	 	Title: Executive Vice President	 	 
	 
	 	 	 	 	 	 





[ABL Credit Agreement]









 






	 	 	 	 	 	 	 
	 	 	A ROYAL WOLF PORTABLE STORAGE, INC.	 	 
	Attention: Chief Financial Officer

	 	 	 	 	 	 
	Phone: (480) 894-6311
	 	 	 	 	 	 
	Fax: (480) 894-6433

	 	By:
	 	/s/ Lawrence Trachtenberg	 	 
	 

	 	 	 	 

Name: Lawrence Trachtenberg
	 	 
	 

	 	 	 	Title: Secretary	 	 
	 
	 	 	 	 	 	 
	Attention: Chief Financial Officer	 	TEMPORARY MOBILE STORAGE, INC.
 	 	 
	Phone: (480) 894-6311
	 	 	 	 	 	 
	Fax: (480) 894-6433

	 	By:
	 	/s/ Lawrence Trachtenberg	 	 
	 

	 	 	 	 

Name: Lawrence Trachtenberg
	 	 
	 

	 	 	 	Title: Secretary	 	 







[ABL Credit Agreement]











 





	 	 	 	 	 	 	 
	 	 	UK GUARANTORS	 	 
	 
	 	 	 	 	 	 
	Attention: Chief Financial Officer	 	MOBILE STORAGE (UK) LIMITED	 	 
	Phone: (480) 894-6311
	 	 	 	 	 	 
	Fax: (480) 894-6433

	 	By:
	 	/s/ Allan A. Villegas	 	 
	 

	 	 	 	 

Name: Allan A. Villegas
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	Attention: Chief Financial Officer	 	RAVENSTOCK (TAM) HIRE LIMITED	 	 
	Phone: (480) 894-6311
	 	 	 	 	 	 
	Fax: (480) 894-6433
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Allan A. Villegas	 	 
	 

	 	 	 	 

Name: Allan A. Villegas
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	Attention: Chief Financial Officer	 	MOBILE STORAGE UK FINANCE, LP	 	 
	Phone: (480) 894-6311
	 	 	 	 	 	 
	Fax: (480) 894-6433

	 	 	 	By: MOBILE STORAGE GROUP, INC., its	 	 
	 

	 	 	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Allan A. Villegas	 	 
	 

	 	 	 	 

Name: Allan A. Villegas
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	Attention: Chief Financial Officer	 	LIKO LUXEMBOURG INTERNATIONAL	 	 
	Phone: (480) 894-6311	 	S.A.R.L.	 	 
	Fax: (480) 894-6433
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Douglas A. Waugaman	 	 
	 

	 	 	 	 

Name: Douglas A. Waugaman
	 	 
	 

	 	 	 	Title: Category B Manager	 	 
	 
	 	 	 	 	 	 
	Attention: Chief Financial Officer	 	MOBILE MINI UK HOLDINGS LIMITED	 	 
	Phone: (480) 894-6311
	 	 	 	 	 	 
	Fax: (480) 894-6433
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lawrence Trachtenberg	 	 
	 

	 	 	 	 

Name: Lawrence Trachtenberg
	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	Attention: Chief Financial Officer	 	BOX LEASE LIMITED	 	 
	Phone: (480) 894-6311
	 	 	 	 	 	 
	Fax: (480) 894-6433
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lawrence Trachtenberg	 	 
	 

	 	 	 	 

Name: Lawrence Trachtenberg
	 	 
	 

	 	 	 	Title: Director	 	 






[ABL Credit Agreement]




 









 








	 	 	 	 	 	 	 
	Attention: Chief Financial Officer	 	MOBILE MINI HOLDING B.V.	 	 
	Phone: (480) 894-6311
	 	 	 	 	 	 
	Fax: (480) 894-6433
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lawrence Trachtenberg	 	 
	 

	 	 	 	 

Name: Lawrence Trachtenberg
	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	Attention: Chief Financial Officer	 	MOBILE MINI B.V.	 	 
	Phone: (480) 894-6311
	 	 	 	 	 	 
	Fax: (480) 894-6433
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lawrence Trachtenberg	 	 
	 

	 	 	 	 

Name: Lawrence Trachtenberg
	 	 
	 

	 	 	 	Title: Managing Director	 	 






[ABL Credit Agreement]




 









 








[ABL Credit Agreement]







 









 








	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH 

Individually and as Administrative 

Agent

 	 
	 	By:  	/s/ Marguerite Sutton
 	 
	 	 	Name:  	Marguerite Sutton 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                        /s/ Carin Keegan
 	 
	 	 	Name:  	Carin Keegan 	 
	 	 	Title:  	Director 	 
	 



[ABL Credit Agreement]





 









 








	 	 	 	 	 
	 	ROYAL BANK OF CANADA

as Lender

 	 
	 	By:  	/s/ Dustin Craven
 	 
	 	 	Name:  	Dustin Craven 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	ALLIED IRISH BANKS, PLC

as Lender

 	 
	 	By:  	/s/ Martin Chin
 	 
	 	 	Name:  	Martin Chin 	 
	 	 	Title:  	SVP	 
	 
	 	 	 
	 	By:  	/s/ Mia Bolin
 	 
	 	 	Name:  	Mia Bolin 	 
	 	 	Title:  	AVP 	 
	 
	 	HSBC BUSINESS CREDIT (USA) INC.

as Lender

 	 
	 	By:  	/s/ Edward Chonko
 	 
	 	 	Name:  	Edward Chonko 	 
	 	 	Title:  	Vice President 	 
	 
	 	SUMITOMO MITSUI BANKING CORPORATION

as Lender

 	 
	 	By:  	/s/ Leo E. Pagarigan
 	 
	 	 	Name:  	Leo E. Pagarigan 	 
	 	 	Title:  	General Manager 	 
	 
	 	BANK OF AMERICA, N.A.

as Lender

 	 
	 	By:  	/s/ Jason Riley
 	 
	 	 	Name:  	Jason Riley 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	FIFTH THIRD BANK

as Lender

 	 
	 	By:  	/s/ John T. Penny
 	 
	 	 	Name:  	John T. Penny 	 
	 	 	Title:  	Vice President 	 
	 



[ABL Credit Agreement]




 









 








	 	 	 	 	 
	 	BURDALE CAPITAL FINANCE, INC.

as Lender

 	 
	 	By:  	/s/ Antimo Barbieri
 	 
	 	 	Name:  	Antimo Barbieri 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	/s/ Philip R. Webb
 	 
	 	 	Name:  	Philip R. Webb 	 
	 	 	Title:  	Director 	 
	 
	 	JPMORGAN CHASE BANK, N.A.

as Lender

 	 
	 	By:  	/s/ Timothy J. Whitefoot
 	 
	 	 	Name:  	Timothy J. Whitefoot 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE BANK OF NOVA SCOTIA

as Lender

 	 
	 	By:  	/s/ Diane Emanuel
 	 
	 	 	Name:  	Diane Emanuel 	 
	 	 	Title:  	Director 	 
	 
	 	NORTHERN TRUST BANK

as Lender

 	 
	 	By:  	/s/ Morgan A. Lyons
 	 
	 	 	Name:  	Morgan A. Lyons 	 
	 	 	Title:  	Vice President 	 
	 
	 	RBS BUSINESS CAPITAL, A DIVISION OF RBS ASSET FINANCE, INC.

as Lender

 	 
	 	By:  	/s/ James H. Herzog, Jr.
 	 
	 	 	Name:  	James H. Herzog, Jr. 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	WELLS FARGO FOOTHILL, LLC

as Lender

 	 
	 	By:  	/s/ Rohan Damani
 	 
	 	 	Name:  	Rohan Damani 	 
	 	 	Title:  	Vice President 	 
	 



[ABL Credit Agreement]




 









 








	 	 	 	 	 
	 	SIEMENS FINANCIAL SERVICES, INC.

as Lender

 	 
	 	By:  	/s/ John Finore
 	 
	 	 	Name:  	John Finore 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	/s/ David Kantes
 	 
	 	 	Name:  	David Kantes 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	ING CAPITAL LLC

as Lender

 	 
	 	By:  	/s/ William C. Beddingfield
 	 
	 	 	Name:  	William C. Beddingfield 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CAPITAL ONE LEVERAGE FINANCE CORP.

as Lender

 	 
	 	By:  	/s/ Thomas F. Furst
 	 
	 	 	Name:  	Thomas F. Furst 	 
	 	 	Title:  	Vice President 	 
	 
	 	ISRAEL DISCOUNT BANK OF NEW YORK

as Lender

 	 
	 	By:  	/s/ Edward R. Behnen
 	 
	 	 	Name:  	Edward R. Behnen 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	 	 
	 	By:  	/s/ Jeffrey Ackerman
 	 
	 	 	Name:  	Jeffrey Ackerman 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	KBC BANK N.V.

as Lender

 	 
	 	By:  	/s/
Edward Eijlers
 	 
	 	 	Name:  	 Edward Eijlers	 
	 	 	Title:  	 Vice President	 
	 
	 	 	 
	 	By:  	/s/ Sandra T. Johnson
 	 
	 	 	Name:  	Sandra T. Johnson 	 
	 	 	Title:  	Managing Director 	 
	 



[ABL Credit Agreement]




 









 








	 	 	 	 	 
	 	UPS CAPITAL CORPORATION

as Lender

 	 
	 	By:  	/s/ John P. Holloway
 	 
	 	 	Name:  	John P. Holloway 	 
	 	 	Title:  	Director of Portfolio Management 	 
	 
	 	BANK OF ARIZONA, N.A.

as Lender

 	 
	 	By:  	/s/ Christine A. Nowaczyk
 	 
	 	 	Name:  	Christine A. Nowaczyk 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	PNC BANK, NATIONAL ASSOCIATION

as Lender

 	 
	 	By:  	/s/ Lawrence Weinstein
 	 
	 	 	Name:  	Lawrence Weinstein 	 
	 	 	Title:  	Vice President 	 
	 
	 	BANK LEUMI USA

as Lender

 	 
	 	By:  	/s/ Jacques Delvoye
 	 
	 	 	Name:  	Jacques Delvoye 	 
	 	 	Title:  	FVP 	 
	 
	 	BANK OF THE WEST

as Lender

 	 
	 	By:  	/s/ Cecile Segovia
 	 
	 	 	Name:  	Cecile Segovia 	 
	 	 	Title:  	Vice President 	 
	 



[ABL Credit Agreement]