EX-10.1



 Exhibit 10.1 

February 9, 2016 

MCGRATH RENTCORP 

5700 Las Positas Road 
 Livermore, CA 94551 

Attn.: Chief Financial Officer 
  

	 	Re:	Amendment to Note Purchase and Private Shelf Agreement 

 Ladies and Gentlemen: 

Reference is made to that certain Note Purchase and Private Shelf Agreement, dated April 21, 2011 (as amended as of March 17, 2014,
the “Note Purchase Agreement”), by and between McGrath RentCorp (the “Company”) and the Subsidiary Guarantors named on the signature pages hereof, on the one hand, and PGIM, Inc. (formerly known as Prudential
Investment Management, Inc. and referenced to herein as “PIM”) and each of the Persons listed on Annex A hereto (collectively with PIM, the “Purchasers”), on the other hand. Capitalized terms used and not otherwise
defined herein shall have the meanings provided in the Note Purchase Agreement. 
 Pursuant to the request of the Company and the provisions
of Section 17 of the Note Purchase Agreement, the Purchasers hereby agree as follows: 
 1. The first sentence of Section 1B of
the Note Purchase Agreement is amended and restated in its entirety as follows: 
 The Company may authorize the issue and
sale of its additional senior notes (as amended, restated, supplemented or otherwise modified from time to time, the “Shelf Notes”), to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more
than 12 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 10 years, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and
to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2B(5), and to be substantially in the form of
Exhibit A-2. 
 2. The third sentence of section 2B(1) of the Note Purchase Agreement is hereby amended and restated to read in its
entirety as follows: 
 At any time, (i) $250,000,000, minus (ii) the aggregate principal amount of Notes
then outstanding, minus (iii) the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility
Amount” at such time. Notwithstanding anything to the contrary appearing herein, in no event shall any Note be purchased under the Facility by a Prudential Affiliate described in clause (i) of the definition thereof if, upon giving
effect to such purchase and the use of proceeds thereof, the aggregate principal amount of all Notes and any other notes of the Company then outstanding and held by all Prudential Affiliates described in such clause, would exceed $200,000,000. 







 MCGRATH RENTCORP 

February 9, 2016 
  Page
 2
 
  
 3. Clause (i) of
Section 2B(2) of the Note Purchase Agreement is amended by deleting the existing text thereof and substituting therefor “February 9, 2019, and”. 

This letter agreement shall be limited precisely as written and shall not be deemed to be (a) an amendment, consent or waiver of any
other terms or conditions of the Note Purchase Agreement or any other document related to the Note Purchase Agreement or (b) an agreement to any future amendment, consent or waiver. Except as expressly set forth in this letter agreement, the
Note Purchase Agreement and the documents related to the Note Purchase Agreement shall continue in full force and effect. The Company hereby acknowledges and reaffirms all of its obligations and duties under the Note Purchase Agreement and the
Notes. 
 This document may be executed in multiple counterparts, which together shall constitute a single document. 

THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAWS OF
THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 

If you are in agreement with the foregoing, please sign and have each of the Subsidiary Guarantors sign the enclosed counterpart of this
letter agreement in the space indicated and return it to the Purchasers at the above address whereupon, it shall become a binding agreement between the Company and the Purchasers. 

 

			
	Sincerely,
	
	 PGIM, INC.

		
	By:	 	 /s/ Stephen Domeier

	Title:	 	Vice President (Prudential Capital Group)
	
	 THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA

		
	By:	 	 /s/ Stephen Domeier

	Title:	 	Vice President (Prudential Capital Group)
	
	 PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY
COMPANY

		
	By:	 	PGIM, Inc., investment manager
		
	By:	 	 /s/ Stephen Domeier

	Name:	 	Stephen Domeier
	Title:	 	Vice President (Prudential Capital Group)









 MCGRATH RENTCORP 

February 9, 2016 
  Page
 3
 
  

			
	 FARMERS NEW WORLD LIFE INSURANCE
COMPANY

		
	By:	 	 Prudential Private Placement Investors,
 L.P.
(as Investment Advisor)

		
	By:	 	 Prudential Private Placement Investors, Inc.

(as its General Partner)

		
	By:	 	 /s/ Stephen Domeier

	Title:	 	Vice President (Prudential Capital Group)
	
	 ZURICH AMERICAN LIFE INSURANCE
COMPANY

		
	By:	 	 Prudential Private Placement Investors,
 L.P.
(as Investment Advisor)

		
	By:	 	 Prudential Private Placement Investors, Inc.

(as its General Partner)

		
	By:	 	 /s/ Stephen Domeier

	Title:	 	Vice President (Prudential Capital Group)
	
	 MTL INSURANCE COMPANY

		
	By:	 	 Prudential Private Placement Investors,
 L.P.
(as Investment Advisor)

		
	By:	 	 Prudential Private Placement Investors, Inc.

(as its General Partner)

		
	By:	 	 /s/ Stephen Domeier

	Title:	 	Vice President (Prudential Capital Group)









 MCGRATH RENTCORP 

February 9, 2016 
  Page
 4
 
  
 Accepted and agreed to 

as of the date first 
 appearing above: 

 

					
	MCGRATH RENTCORP
		
	By:	 	 /s/ Keith Pratt

		 	Name:	 	Keith Pratt
		 	Title:	 	CFO

 Each of the undersigned acknowledges, consents to, and agrees with the modifications effected by this letter agreement and
further reaffirms all of their obligations under the Multiparty Guaranty and the other Transaction Documents to which it is a party: 
  

					
	ENVIROPLEX, INC.
		
	By:	 	 /s/ Keith Pratt

		 	Name:	 	Keith Pratt
		 	Title:	 	CFO
	
	MOBILE MODULAR MANAGEMENT CORPORATION
		
	By:	 	 /s/ Keith Pratt

		 	Name:	 	Keith Pratt
		 	Title:	 	CFO
	
	ADLER TANK RENTALS, LLC
		
	By:	 	 /s/ Keith Pratt

		 	Name:	 	Keith Pratt
		 	Title:	 	CFO








 MCGRATH RENTCORP 

February 9, 2016 
  Page
 5
 
  
 ANNEX A 

PURCHASERS 
 The Prudential
Insurance Company of America 
 Prudential Retirement Insurance and Annuity Company 

Farmers New World Life Insurance Company 

Zurich American Life Insurance Company 

MTL Insurance Company