EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage
This Employment Agreement (this “Agreement”) is entered into as of August 19, 2004 by and between William Armstead (the “Executive”) and Mobile Storage Group, Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENT Dated as of August 1, 2006 by and among Mobile Services Group, Inc. and Mobile Storage Group, Inc. as Issuers, The Guarantors Named Herein and Lehman Brothers Inc. Goldman, Sachs & Co. and Wachovia Capital Markets, LLC as...Registration Rights Agreement • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage • New York
This Registration Rights Agreement (this “Agreement”) is dated as of August 1, 2006 by and among Mobile Services Group, Inc., a Delaware corporation (the “Company”), Mobile Storage Group, Inc., a Delaware corporation (“MSG” and together with the Company, the “Issuers”), the subsidiaries listed on Schedule A attached hereto (the “Guarantors”) and Lehman Brothers Inc., Goldman, Sachs & Co. and Wachovia Capital Markets, LLC (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 9¾% Senior Notes due 2014 (the “Notes”) pursuant to the Purchase Agreement (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), is made and entered into this 10th day of May, 2006 (the “Effective Date”), by and among Mobile Storage Group, Inc., a Delaware corporation, Mobile Services Group, Inc., a Delaware corporation (each a “Company” and collectively, the “Companies”), and Douglas A Waugaman (“Indemnitee”).
CREDIT AGREEMENT Dated as of August 1, 2006 Among THE FINANCIAL INSTITUTIONS NAMED HEREIN as the Lenders and THE CIT GROUP/BUSINESS CREDIT, INC. as the Administrative Agent and MOBILE STORAGE GROUP, INC. and MOBILE SERVICES GROUP, INC. as US Borrowers...Credit Agreement • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage • New York
This CREDIT AGREEMENT, dated as of August 1, 2006, (this “Agreement” or the “US Credit Agreement”) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “US Lender” and collectively as the “US Lenders”), THE CIT GROUP/BUSINESS CREDIT, INC. with an office at 505 Fifth Avenue, New York, New York 10017, as administrative agent for the US Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”), MOBILE STORAGE GROUP, INC., a Delaware corporation, (“MSG”) and MOBILE SERVICES GROUP, INC., a Delaware corporation (“Mobile Services” and together with MSG, the “US Borrowers”), MSG WC INTERMEDIARY CO., a Delaware Corporation (“Intermediary”) and MSG WC HOLDINGS CORP., a Delaware corporation (the “Parent Guarantor”). Capitalized terms used in this Agreement and not otherwise defined her
CONTRACTUAL RIGHTS AGREEMENTContractual Rights Agreement • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage • New York
This Contractual Rights Agreement (this “Agreement”) is entered into by and between Foxkirk, LLC, a Delaware limited liability company (“Foxkirk”), and WCAS Capital Partners IV, L.P, (“WCAS”) as of this 1st day of August, 2006.
BOARD RETENTION AND CONSULTING AGREEMENTBoard Retention and Consulting Agreement • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage • California
THIS BOARD RETENTION AND CONSULTING AGREEMENT (this “Agreement”) is entered into as of this 31st day of January, 2007 (the “Effective Date”) by and among Mobile Storage Group, Inc., a Delaware corporation (the “Company”) with an office at 7590 North Glenoaks Boulevard, Suite 101, Burbank, CA 91504, MSG WC Holdings Corp., a Delaware corporation (“Parent”) with an office at 7590 North Glenoaks Boulevard, Suite 101, Burbank, CA 91504 and Ronald F. Valenta, an individual residing at 5200 Jessen Drive, La Canada, CA 91011 (“Consultant”).
ANNEX TO AMENDMENT AND RESTATEMENT AGREEMENT AMENDED AND RESTATED UK CREDIT AGREEMENT Dated as of 30 December, 2005 Among THE FINANCIAL INSTITUTIONS NAMED HEREIN as the UK Lenders and BANK OF AMERICA, N.A. as the Administrative Agent and BANK OF...Credit Agreement • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage
This AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT, dated as of 30 December, 2005, (this “Agreement” or the “UK Credit Agreement”) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “UK Lender” and collectively as the “UK Lenders”), BANK OF AMERICA, N.A. with an office at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, as administrative agent for the UK Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A., with an office at 5 Canada Square, London El4 5AQ, as fronting lender for the UK Revolver Participants (as defined below) (in such capacity, together with its permitted successors and assigns in such capacity, the “UK Fronting Lender”), as agent for the UK Lenders (in such capacity, together with its permitted successors and
EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage
This Employment Agreement (this “Agreement”) is entered into as of October 4, 2005 by and between Allan A. Villegas (“Executive”) and Mobile Storage Group, Inc., a Delaware corporation (“Company”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage • New York
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made as of August 1, 2006, by and among Mobile Services Group, Inc., a Delaware corporation (“MSG”), MSG WC Holdings Corp., a Delaware corporation (“Holdings”, and together with MSG, the “Company”), and WCAS Management Corporation, a Delaware corporation (“WCAS”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage
This Employment Agreement (this “Agreement”) is entered into as of July 17, 2007 by and among Ron Halchishak (“Executive”), Mobile Storage Group, Inc., a Delaware corporation (“Company”), and Mobile Services Group, Inc., a Delaware corporation (“Mobile Services”).
INDENTURE MOBILE SERVICES GROUP, INC. and MOBILE STORAGE GROUP, INC. as Issuers and the SUBSIDIARY GUARANTORS named herein Dated as of August 1, 2006 WELLS FARGO BANK, N.A., as Trustee 9 3/4% SENIOR NOTES DUE 2014Indenture • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage • New York
INDENTURE dated as of August 1, 2006 among Mobile Services Group, Inc., a Delaware corporation (the “Company”), Mobile Storage Group, Inc., a Delaware corporation (“MSG” and, together with the Company, the “Issuers”), and Wells Fargo Bank, N.A., as trustee (the “Trustee”).
OFFICE LEASE AGREEMENT BETWEEN EOP-700 NORTH BRAND, L.L.C., a Delaware limited liability company (“LANDLORD”) AND MOBILE STORAGE GROUP, INC., a Delaware corporation (“TENANT”)Office Lease Agreement • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage
THIS OFFICE LEASE AGREEMENT (this “Lease”) is made and entered into as of May 2nd, 2007, by and between EOP-700 NORTH BRAND, L.L.C., a Delaware limited liability company (“Landlord”) and MOBILE STORAGE GROUP, INC., a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of this Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions), Exhibit F-1 (Letter of Credit), Exhibit G (Parking Agreement), and Exhibit H (Asbestos and Hazardous Substance Notification).
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MOBILE STORAGE GROUP (TEXAS), L.P. A TEXAS LIMITED PARTNERSHIPLimited Partnership Agreement • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage • Texas
THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) is made and entered into as of December __, 2003 (the “Effective Date”), by and among Mobile Storage Group, Inc., a California corporation (“MSGI”), and as the general partner (the “General Partner”), and MSG Investments, Inc., a California corporation (“MSG Investments”), as the limited partner (the “Limited Partner”). MSGI and MSG Investments are sometimes herein referred to individually as a “Partner” and collectively as the “Partners.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage
This Employment Agreement (this “Agreement”) is entered into as of November 7, 2006 by and among Jerry E. Vaughn (“Executive”), Mobile Storage Group, Inc., a Delaware corporation (“Company”), and MSG WC Holdings Corp. (“Holdings”), a Delaware corporation.
UK CREDIT AGREEMENT Dated as of August 1, 2006 Among THE FINANCIAL INSTITUTIONS NAMED HEREIN as the Lenders and THE CIT GROUP/BUSINESS CREDIT, INC. as the Administrative Agent, UK Agent and UK Fronting Lender and MOBILE STORAGE GROUP, INC. AND MOBILE...Credit Agreement • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage • London
This UK CREDIT AGREEMENT, dated as of August 1, 2006, (this “Agreement” or the “UK Credit Agreement”) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “UK Lender” and collectively as the “UK Lenders”), THE CIT GROUP/BUSINESS CREDIT, INC. with an office at 505 Fifth Avenue, New York, New York 10017, as administrative agent for the UK Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”), MOBILE STORAGE GROUP, INC., a Delaware corporation, (“MSG”) and MOBILE SERVICES GROUP, INC., a Delaware corporation (“Mobile Services” and together with MSG, the “US Borrowers”), MSG WC INTERMEDIARY CO., a Delaware Corporation (“Intermediary”), MSG WC HOLDINGS CORP., a Delaware corporation (the “Parent Guarantor”), THE CIT GROUP/BUSINESS CREDIT, INC., with an office at [____], as fron
EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage • California
THIS EMPLOYMENT AGREEMENT (the “Employment Agreement”) is entered into as of this 12th day of February, 2006 (the “Effective Date”) by and between Mobile Storage Group, Inc., a Delaware corporation (the “Company”), and Gilbert Gomez (“Executive”). In consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:
CONSULTING AGREEMENTConsulting Agreement • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage • California
THIS CONSULTING AGREEMENT (this “Agreement”) is entered into as of this 1st day of May, 2003 by and between Mobile Storage Group, Inc., a California corporation, with an address of 7590 North Glenoaks Boulevard, Burbank, California 91504 (the “Company”), and Ronald F. Valenta, residing at 5200 Jessen Drive, La Canada, California 91011 (“Consultant”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG MSG WC HOLDINGS CORP., MSG WC ACQUISITION CORP., MOBILE SERVICES GROUP, INC. AND TARGET STOCKHOLDER REPRESENTATIVE May 24, 2006Agreement and Plan of Merger • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 24, 2006 (this “Agreement”), by and among MSG WC Holdings Corp., a Delaware corporation (the “Parent”) and MSG WC Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Merger Sub”), on the one hand, and Mobile Services Group, Inc., a Delaware corporation (the “Target”), and the Target Stockholder Representative (as defined below), on the other hand.
MSG WC HOLDINGS CORP. STOCKHOLDERS AGREEMENTStockholders Agreement • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of August 1, 2006 by and among (i) MSG WC Holdings Corp., a Delaware corporation (the “Company”), (ii) Welsh, Carson, Anderson & Stowe X, L.P., a Delaware limited partnership (“WCAS X”), (iii) WCAS Capital Partners IV, L.P., a Delaware limited partnership (“CP IV”), (iv) WCAS Management Corporation, a Delaware corporation (“WCAS Management Corporation”), (v) de Nicola Holdings, L.P. (together with WCAS X, CP IV and WCAS Management Corporation, the “WCAS Investors”), (vi) the Persons set forth on Schedule Aattached hereto as Co-Investors (the “Co-Investors”), (vii) the Persons set forth on Schedule A attached hereto as Management Stockholders (the “Management Stockholders” and together with the WCAS Investors and the Co-Investors, the “Initial Stockholders”), and (viii) each holder of Acquired Securities after the date hereof (individually, an “Additional Stockholder” and collectively the “Additional Stockholders”, together with
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage • Delaware
This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is dated as of June 7, 2006 (the “Amendment Date”), by and among MSG WC Holdings Corp., a Delaware corporation (the “Parent”), and MSG WC Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Merger Sub”), on the one hand, and Mobile Services Group, Inc., a Delaware corporation (the “Target”), and Windward Capital Management, LLC as the Target Stockholder Representative, on the other hand.
BOARD RETENTION AND CONSULTING AGREEMENTBoard Retention and Consulting Agreement • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage • New York
THIS BOARD RETENTION AND CONSULTING AGREEMENT (the “Agreement”) is made as of August 28, 2006, by and among Mobile Storage Group, Inc., a Delaware corporation (the “Company”) with an office at 7590 North Glenoaks Boulevard, Burbank, CA 91504, MSG WC Holdings Corp., a Delaware corporation (“Parent”) with an office at c/o Welsh, Carson, Anderson & Stowe, 320 Park Avenue, Suite 2500, New York, NY 10022 and Jim Martell, an individual residing at 314 Ringling Pointe Drive, Sarasota, FL 34234 (the “Consultant”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage
This Employment Agreement (this “Agreement”) is entered into as of August 1, 2006 by and among Douglas A. Waugaman (“Executive”), Mobile Storage Group, Inc., a Delaware corporation (“Company”) and MSG WC Holdings Corp. (“Holdings”), a Delaware corporation.
NOTE PURCHASE AGREEMENT BY AND AMONG MSG WC HOLDINGS CORP. AND TEE PURCHASERS NAMED HEREIN Dated as of August 1, 2006Note Purchase Agreement • September 18th, 2007 • Mobile Storage Group Inc • Public warehousing & storage • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of August 1, 2006 by and between MSG WC Holdings Corp., a Delaware corporation (the “Company”), and the purchasers listed on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
