Exhibit 4.2





Exhibit 4.2




SECOND SUPPLEMENTAL INDENTURE




This SECOND SUPPLEMENTAL INDENTURE, dated as of November 22, 2010 (the “Second
Supplemental Indenture”), is by and among Mobile Mini, Inc., a Delaware corporation (the
“Company”), and Mobile Storage Group, Inc., a Delaware corporation and a wholly-owned
subsidiary of the Company (“MSG”, and, together with Company, the “Issuers”),
Mobile Mini, LLC (DE), Mobile Mini, LLC (CA), Mobile Mini I, Inc., A Royal Wolf Portable Storage,
Inc., Temporary Mobile Storage, Inc., Mobile Mini Dealer, Inc. (formerly known as Delivery Design
Systems, Inc.), MSG Investments, Inc., Mobile Storage Group (Texas), LP and A Better Mobile Storage
Company (collectively, the “Guarantors”) and Wells Fargo Bank, N.A., as Trustee (the
“Trustee”).



RECITALS




WHEREAS, the Issuers, the Trustee and the Guarantors are parties to an Indenture, dated as of
August 1, 2006, as amended by a Supplemental Indenture, dated as of June 27, 2008 (the Indenture as
so amended, the “Indenture”), providing for the issuance of a series of notes entitled 9
3/4% Senior Notes due 2014 (the “Notes”);



WHEREAS, the Issuers propose to amend the Indenture and the Notes as contemplated by this
Second Supplemental Indenture (such amendments, collectively, the “Amendments”);



WHEREAS, pursuant to Section 9.2 of the Indenture, the Issuers and the Trustee may amend or
supplement the Indenture and the Notes as contemplated by this Second Supplemental Indenture with
the consent of the Holders of at least a majority in aggregate principal amount of the outstanding
Notes;



WHEREAS, the Issuers have obtained the consent of the Holders of at least a majority in
aggregate principal amount of the outstanding Notes, pursuant to the Offer to Purchase and Consent
Solicitation Statement, dated November 8, 2010 (as amended, supplemented or otherwise modified from
time to time, the “Consent Solicitation Statement”), to the Amendments upon the terms and
subject to the conditions set forth therein;



WHEREAS, all acts and things prescribed by the Indenture, by law and by the certificate of
incorporation and the bylaws (or comparable constituent documents) of the parties hereto necessary
to make this Second Supplemental Indenture a valid instrument legally binding on each of the
parties hereto, in accordance with its terms, have been duly done and performed;



WHEREAS, pursuant to Section 9.6, the Trustee is authorized to execute and deliver this Second
Supplemental Indenture.



 


 









 





NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, in order to effect the Amendments, the
parties hereby agree as follows:



ARTICLE I




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




1.1 Definitions. Except as otherwise expressly provided herein or unless the context
otherwise requires, capitalized terms used but not defined in this Second Supplemental Indenture
shall have the meanings assigned to them in the Indenture.



1.2 Effect of Headings. The Article and Section headings in this Second Supplemental
Indenture are for convenience only and shall not affect the construction of the Indenture or this
Second Supplemental Indenture.



1.3 Successors and Assigns. All covenants and agreements in this Second Supplemental
Indenture by the Issuers shall bind its successors and assigns, whether so expressed or not.



1.4 Separability Clause. In case any provision in this Second Supplemental Indenture shall be
held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.



1.5 Trust Indenture Act Controls. If any provision of this Second Supplemental Indenture
limits, qualifies or conflicts with another provision of this Second Supplemental Indenture or the
Indenture that is required to be included by the Trust Indenture Act of 1939, as amended (the
“Act”), as in force at the date this Second Supplemental Indenture is executed, the
provision required by the Act shall control.



1.6 Benefits of Second Supplemental Indenture. Nothing in this Second Supplemental Indenture,
express or implied, shall give to any person, other than the parties to this Second Supplemental
Indenture and their successors hereunder and the Holders of the Notes, any benefit of any legal or
equitable right, remedy or claim under this Second Supplemental Indenture.



1.7 Governing Law. This Second Supplemental Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York.




1.8 Reference to and Effect on the Indenture.




(a) On and after the Operative Date (as defined in Section 2.1 below), each reference
in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a
reference to the Indenture as supplemented by this Second Supplemental Indenture, unless the
context otherwise requires.




(b) Except as specifically amended by this Second Supplemental Indenture on the
Operative Date, the Indenture and the Notes are hereby ratified and confirmed and all of the
terms, conditions and provisions thereof shall remain in full force and effect. This Second
Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder
of the Notes heretofore and hereafter authenticated and delivered under the Indenture shall
be bound hereby.



ARTICLE II



AMENDMENTS OF THE INDENTURE AND NOTES




2.1 Amendment to Indenture and Notes. Following the execution and delivery by the parties
hereto of this Second Supplemental Indenture, the terms hereof shall become operative on the
initial date (the “Operative Date”) of acceptance for purchase by the Company of the Notes
validly tendered in the tender offer contemplated by the Consent Solicitation Statement. Effective
as of the Operative Date, the Second Supplemental Indenture hereby amends the Indenture and Notes
as provided for herein. If the Operative Date does not occur on or prior to the Initial Payment
Date (as defined in the Consent Solicitation Statement), then the terms of this Second Supplemental
Indenture shall be null and void and the Indenture and Notes shall continue in full force and
effect without any modification or amendment hereby.


 


 









 





2.2 Deletion of Certain Provisions.




(a) Amendments.




(i) As of the Operative Date, the following sections of the Indenture are hereby
deleted in their entirety and, in the case of each such section, replaced with the phrase
“[Intentionally Omitted]”, and any and all references to such sections and any and all
obligations thereunder are hereby deleted throughout the Indenture, and such sections and
references shall be of no further force or effect.




	 	•	 	Section 4.2 Maintenance of Office or Agency






	 	•	 	Section 4.3 Reports






	 	•	 	Section 4.4 Compliance Certificate






	 	•	 	Section 4.5 Taxes






	 	•	 	Section 4.6 Stay, Extension or Usury Laws






	 	•	 	Section 4.7 Restricted Payments






	 	•	 	Section 4.8 Dividend and Other Payment Restrictions Affecting
Restricted Subsidiaries






	 	•	 	Section 4.9 Incurrence of Indebtedness






	 	•	 	Section 4.10 Asset Sales






	 	•	 	Section 4.11 Transactions with Affiliates






	 	•	 	Section 4.12 Liens






	 	•	 	Section 4.13 Business Activities






	 	•	 	Section 4.14 Corporate Existence






	 	•	 	Section 4.15 Offer to Repurchase Upon Change of Control






	 	•	 	Section 4.16 Future Subsidiary Guarantees






	 	•	 	Section 4.17 Designation of Restricted and Unrestricted Subsidiaries






	 	•	 	Section 5.1 Merger, Consolidation, or Sale of Assets






	 	•	 	Section 5.2 Successor Corporation Substituted






(ii) As of the Operative Date, each of clauses (c), (d), (e), (f) and (i) of Section
6.1 and each of clauses (b), (c), (d), (e), (f), (g) and (h) of Section 8.4 are hereby
deleted in their entirety and, in the case of each such section, replaced with the phrase
“[Intentionally Omitted]” and the Company shall be released from any and all of its
obligations thereunder.



2.3 Other Amendments to the Indenture. All definitions in the Indenture which are used
exclusively in the sections and clauses deleted pursuant to Section 2.2 of this Second Supplemental
Indenture or whose sole use or uses in the Indenture were eliminated in the revisions set forth in
Sections 2.2 of this Second Supplemental Indenture are hereby deleted. All cross-references in the
Indenture to sections and clauses deleted by Section 2.2 of this Supplemental Indenture shall also
be deleted in their entirety.


 


 









 





ARTICLE III



AMENDMENT TO THE NOTES




The Notes include certain of the foregoing provisions from the Indenture to be deleted or
amended pursuant to Sections 2.2 and 2.3 hereof. Upon the Operative Date, such provisions from the
Notes shall be deemed deleted or amended as applicable.



***




This Second Supplemental Indenture may be executed in several counterparts, all of which
together shall constitute one agreement binding on all parties hereto, notwithstanding that all the
parties have not signed the same counterpart.




 


 









 







SIGNATURES




IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly
executed all as of the date first written above.



	 	 	 	 	 
	 	ISSUERS:



MOBILE MINI, INC.

 	 
	 	By:  	/s/
Mark E. Funk	 
	 	 	Name:  	Mark E. Funk 	 
	 	 	Title:  	Executive Vice President and


Chief Financial Officer 	 
	 
	 	MOBILE STORAGE GROUP, INC.

 	 
	 	By:  	/s/
Mark E. Funk	 
	 	 	Name:  	Mark E. Funk 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 
	 
	 	GUARANTORS:



A BETTER MOBILE STORAGE COMPANY

 	 
	 	By:  	/s/
Mark E. Funk	 
	 	 	Name:  	Mark E. Funk 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 
	 
	 	MOBILE STORAGE GROUP (TEXAS), LP

 	 
	 	By:  	/s/
Mark E. Funk	 
	 	 	Name:  	Mark E. Funk 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 
	 
	 	MOBILE MINI, LLC (CA)

 	 
	 	By:  	/s/
Mark E. Funk	 
	 	 	Name:  	Mark E. Funk 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 
	 
	 	MOBILE MINI, LLC (DE)

 	 
	 	By:  	/s/
Mark E. Funk	 
	 	 	Name:  	Mark E. Funk 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 
	 



 


 









 





	 	 	 	 	 
	 	MOBILE MINI I, INC.

 	 
	 	By:  	/s/
Mark E. Funk	 
	 	 	Name:  	Mark E. Funk 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 
	 
	 	A ROYAL WOLF PORTABLE STORAGE, INC.

 	 
	 	By:  	/s/
Mark E. Funk	 
	 	 	Name:  	Mark E. Funk 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 
	 
	 	TEMPORARY MOBILE STORAGE, INC.

 	 
	 	By:  	/s/
Mark E. Funk	 
	 	 	Name:  	Mark E. Funk 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 
	 
	 	MOBILE MINI DEALER, INC.

 	 
	 	By:  	/s/
Mark E. Funk	 
	 	 	Name:  	Mark E. Funk 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 
	 
	 	MSG INVESTMENTS, INC.

 	 
	 	By:  	/s/
Mark E. Funk	 
	 	 	Name:  	Mark E. Funk 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 
	 
	 	TRUSTEE:



WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/
Lynn M. Steiner	 
	 	 	Name:  	Lynn M. Steiner 	 
	 	 	Title:  	Vice President