10-K

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005.

Commission File Number 1-12804

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 86-0748362
(IRS Employer Identification No.)

7420 S. Kyrene Road, Suite 101
Tempe, Arizona 85283
(Address of Principal Executive Offices)

(480) 894-6311
(Registrant’s Telephone Number)

Securities Registered Under Section 12(g) of the Exchange Act:

Title of Class
Common Stock, $.01 par value
Preferred Share Purchase Rights Name of Each Exchange on Which Registered
Nasdaq National Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value on June 30, 2005 of the voting stock owned by non-affiliates of the registrant was approximately $495.1 million.

As of March 13, 2006, there were outstanding 30,638,650 shares of the issuer’s common stock, par value $.01.

Documents incorporated by reference: Portions of the Proxy Statement for the Registrant’s 2005 Annual Meeting of Stockholders are incorporated herein by reference in Item 5 of Part II and in Part III of this Form 10-K to the extent stated herein. Certain Exhibits are incorporated in Item 15 of this Report by reference to other reports and registration statements of the Registrant which have been filed with the Securities and Exchange Commission. Exhibit Index is at page 67.

MOBILE MINI, INC.
2005 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

		Page
PART I
Item 1	Business		2
Item 1A	Risk Factors		16
Item 1B	Unresolved Staff Comments		19
Item 2	Properties		19
Item 3	Legal Proceedings		19
Item 4	Submission of Matters to a Vote of Security Holders		19
	Executive Officers of the Company		20
PART II
Item 5	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		20
Item 6	Selected Financial Data		21
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
Item 7A	Quantitative and Qualitative Disclosures About Market Risk		38
Item 8	Financial Statements and Supplementary Data		41
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		65
Item 9A	Controls and Procedures		66
Item 9B	Other Information		66
PART III
Item 10	Directors and Executive Officers of the Registrant		66
Item 11	Executive Compensation		66
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		66
Item 13	Certain Relationships and Related Transactions		66
Item 14	Principal Accountant Fees and Services		67
PART IV
Item 15	Exhibits and Financial Statement Schedules		67
EX-3.2
EX-10.3.1
EX-10.3.2
EX-10.3.3
EX-10.3.4
EX-23.1
EX-31.1
EX-31.2
EX-32.1

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PART I

ITEM 1. BUSINESS.

Founded in 1983, we believe we are the nation’s largest provider of portable storage solutions through our lease fleet of over 116,000 portable storage and portable office units at December 31, 2005. We offer a wide range of portable storage products in varying lengths and widths with an assortment of differentiated features such as our proprietary security systems, multiple doors, electrical wiring and shelving. At December 31, 2005, we operated through a network of 51 branches located in 30 states and one Canadian province. Our portable units provide secure, accessible temporary storage for a diversified client base of approximately 80,200 customers, including large and small retailers, construction companies, medical centers, schools, utilities, distributors, the U.S. military, hotels, restaurants, entertainment complexes and households. Our customers use our products for a wide variety of storage applications, including retail and manufacturing inventory, construction materials and equipment, documents and records and household goods. Based on an independent market study, we believe our customers are engaged in a vast majority of the industries identified in the four-digit SIC (Standard Industrial Classification) manual published by the U.S. Bureau of the Census. For the twelve months ended December 31, 2005, we generated revenues of approximately $207.2 million.

Since 1996, we have followed a strategy of focusing on leasing rather than selling our portable storage units. We believe this leasing model is highly attractive because the vast majority of our fleet consists of steel portable storage units which:

• provide predictable, recurring revenues from leases with an average duration of approximately 23 months;

• have average monthly lease rates that recoup our current unit investment within an average of 35 months;

• have long useful lives exceeding 25 years, low maintenance and high residual values; and

• produce incremental leasing operating margins of approximately 54%.

Since 1996, we have increased our total lease fleet from 13,600 units to 116,300 units, for a compound annual growth rate, or CAGR, of 26.9%. As a result of our focus on leasing, we have achieved substantial increases in our revenues and profitability. Our annual leasing revenues have increased from $17.9 million in 1996 to $188.6 million in 2005, representing a CAGR of 29.9%. In addition to our leasing operations, we sell new and used portable storage units and provide delivery, installation and other ancillary products and services.

Our fleet is primarily comprised of refurbished and customized steel portable storage containers, which were built according to the standards developed by the International Organization for Standardization (“ISO”), and other steel containers that we manufacture. We refurbish and customize our purchased ISO containers by adding our proprietary locking and easy-opening door systems. These assets are characterized by low risk of obsolescence, extreme durability, long useful lives and a history of high-value retention. We maintain our steel containers on a regular basis. This maintenance consists primarily of repainting units every two to three years, essentially keeping them in the same condition as when they entered our fleet. Repair and maintenance expense for our fleet has averaged 2.9% of lease revenues over the past three fiscal years and is expensed as incurred. We believe our historical experience with leasing rates and sales prices for these assets demonstrates their high-value retention. We are able to lease our portable storage containers at similar rates, without regard to the age of the container. In addition, we have sold containers and steel offices from our lease fleet at an average of 147% of original cost from 1997 to 2005. Appraisals on our fleet are conducted on a regular basis by an independent appraiser selected by our banks, and the appraiser does not differentiate in value based upon the age of the container or the length of time it has been in our fleet. Our most recent fair market value and orderly liquidation value appraisals were conducted in January 2006. The appraisal of our fair market value, appraised our fleet at a value in excess of net book value. At December 31, 2005, based on these appraisals, the fair market value of our lease fleet was approximately 120.1% of our lease fleet net book value; and the orderly liquidation value appraisal, on which our borrowings under our revolving credit facility are based, appraised our lease fleet at approximately $472.9 million, which equates to 85.9% of the lease fleet net book value.

Industry Overview

The storage industry includes two principal segments, fixed self-storage and portable storage. The fixed self-storage segment consists of permanent structures located away from customer locations used primarily by consumers to temporarily store excess household goods. We do not participate in the fixed self-storage segment.

The portable storage segment, in which our business operates, differs from the fixed self-storage segment in that it brings the storage solution to the customer’s location and addresses the need for secure, temporary storage with immediate access. The advantages of portable storage include convenience, immediate accessibility, better security and lower price. In contrast to fixed self-storage, the

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portable storage segment is primarily used by businesses. This segment of the storage industry is highly fragmented and remains local in nature with only a few national participants. Historically, portable storage solutions included containers, trailers and roll-off units. We believe portable storage containers are achieving increased market share from other options because of an increasing awareness of the advantages portable storage provides and growing availability of portable storage products to meet the needs of a diverse range of customers. Portable storage containers provide ground level access, higher security and improved aesthetics compared with portable storage alternatives such as trailer storage solutions. Although there are no published estimates of the size of the portable storage segment, we believe the size of the segment is expanding due to increasing awareness of the advantages of portable storage.

Our products also serve the mobile office industry. This industry provides mobile offices and other modular structures and is estimated by us to exceed $3.0 billion in revenue annually. We offer combined storage/office and mobile offices in varying lengths and widths, with lease terms averaging approximately 20 months.

We also offer portable record storage units and many of our regular storage units are used for document and record storage. The documents and records storage industry is experiencing significant growth as businesses continue to generate substantial paper records that must be kept for extended periods.

Our goal is to continue to be the leading national provider of portable storage solutions. We believe our competitive strengths and business strategy will enable us to achieve this goal.

Competitive Strengths

Our competitive strengths include the following:

Market Leadership. At December 31, 2005, we maintained a total fleet of both units held for lease and for sale, which was approximately 119,000 units, and we are the largest provider of portable storage solutions in a majority of our markets. We believe we are creating brand awareness and the name “Mobile Mini” is associated with high quality portable storage products, superior customer service and value-added storage solutions. We have achieved significant growth in new and existing markets by capturing market share from competitors and by creating demand among businesses and consumers who were previously unaware of the availability of our products to meet their storage needs.

Superior, Differentiated Products. We offer the industry’s broadest range of portable storage products, with many customized features that differentiate our products from those of our competition. We design and manufacture our own portable storage units in addition to restoring and modifying used ocean-going containers. These capabilities allow us to offer a wide range of products and proprietary features to better meet our customers’ needs, charge premium lease rates and gain market share from our competitors, who offer more limited product selections. Our portable storage units vary in size from five to 48 feet in length and eight to 10 feet in width. The 10-foot wide units we manufacture provide 40% more usable storage space than the standard eight-foot-wide ocean-going containers offered by our competitors. The vast majority of our products have a proprietary locking system and multiple door options. In addition, we offer portable storage units with electrical wiring, shelving and other customized features.

Geographic and Customer Diversification. From our 51 branches, which are located in 30 states and one Canadian province, we served approximately 80,200 customers from a wide range of industries in 2005. Our customers include large and small retailers, construction companies, medical centers, schools, utilities, distributors, the U.S. military, hotels, restaurants, entertainment complexes and households. Our diverse customer base demonstrates the broad applications for our products and our opportunity to create future demand through targeted marketing. In 2005, our largest and our second-largest customers accounted for 3.2% and 0.4% of our leasing revenues, respectively, and our twenty largest customers accounted for approximately 5.5% of our leasing revenues. During 2005, approximately 60.6% of our customers rented a single unit. We believe this diversity also reduces our susceptibility to economic downturns in our markets or in any of the industries in which our customers operate. The fact that our business continued to grow during the economic downturn of 2002 and 2003, although at a slower than historic pace, demonstrates a measure of resilience against recession in our business model.

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Customer Service Focus. We believe the portable storage industry is particularly service intensive and essentially local. Our entire organization is focused on providing high levels of customer service, and our salespeople work out of our branch locations to better understand local market needs. We have trained our sales force to focus on all aspects of customer service from the sales call onward. We differentiate ourselves by providing flexible lease terms, security, convenience, product quality, broad product selection and availability, and competitive lease rates. We conduct on-going training programs for our sales force to assure high levels of customer service and awareness of local market competitive conditions. Our customized management information systems also increase our responsiveness to customer inquiries and enable us to efficiently monitor our sales force’s performance. Due to our orientation towards customer service, 57.9% of our 2005 leasing revenues were derived from repeat customers.

Sales and Marketing Emphasis. We target a diverse customer base and, unlike most of our competitors, we have developed sophisticated sales and marketing programs enabling us to expand market awareness of our products and generate strong internal growth. We have over 300 dedicated commissioned salespeople, and we assist them by providing them with our highly customized contact management system and intensive sales training programs. We monitor our salespersons’ effectiveness through our extensive sales monitoring programs. Yellow pages and direct-mail advertising are integral parts of our sales and marketing approach. In 2005, our total advertising costs were $7.6 million, and we mailed approximately 7.4 million product brochures to existing and prospective customers.

Customized Management Information Systems. We have made substantial investments in our management information systems that enable us to optimize fleet utilization, capture detailed customer data, improve financial performance and support our growth by projecting near-term capital needs. Our management information systems allow us to carefully monitor, on a daily basis, the size, mix, utilization and lease rates of our lease fleet by branch. Our systems also capture relevant customer demographic and usage information, which we use to target new customers within our existing and new markets. Our headquarters and each branch are linked through a scaleable PC-based wide area network that provides real-time transaction processing and detailed reports on a branch-by-branch basis. We have made significant investments to enhance our management information systems during 2004 and 2005, and we intend to continue that investment in 2006.

Business Strategy

Our business strategy consists of the following:

Focus on Core Portable Storage Leasing Business. We focus on growing our core leasing business because it provides predictable, recurring revenue and high margins. We believe that we can generate substantial demand for our portable storage units throughout the United States. Our leasing revenues have grown from $17.9 million in 1996 to $188.6 million in 2005, reflecting a CAGR of 29.9%.

Generate Strong Internal Growth. We focus on increasing the number of portable storage units we lease from our existing branches to both new and repeat customers. Historically, we have been able to generate strong internal growth within our existing markets through sophisticated sales and marketing programs aimed to increase brand recognition, expand market awareness of the uses of portable storage and differentiate our superior products from our competitors. We define internal growth as growth in lease revenues on a year-over-year basis at our branch locations in operation for at least one year, without inclusion of leasing revenue attributed to same-market acquisitions. The internal growth rate has remained positive every quarter, but in 2002 and 2003 had fallen to single digits, from over 20% prior to 2002. In 2004 we achieved an internal growth rate of 16.0%, reflecting an improvement in both economic and market conditions. As the improvement in the economy continued during 2005, our internal growth rate accelerated to an average of 25.3% for the year. In our eight oldest markets, all of which we have operated in for at least ten years, we achieved an internal growth rate of 16.5% in 2005, demonstrating the growth we can continue to achieve in our most mature markets.

Branch Expansion. We believe we have an attractive geographic expansion opportunity, and we have developed a new market entry strategy, which we replicate in each new market. We typically enter a new market by acquiring the lease fleet assets of a small local portable storage business to minimize start-up costs and then overlay our business model onto the new branch. Our business model consists of significantly expanding the fleet inventory with our differentiated products, introducing our sophisticated sales and marketing program supported by increased advertising and direct marketing expenditures, adding experienced Mobile Mini personnel and implementing our customized management information systems. As a result of implementing our business model, our new branches typically achieve very strong organic growth during their first several years.

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We have identified many markets in North America and western Europe where we believe demand for portable storage units is underdeveloped. Typically, these markets are being served by small, local competitors. In 1998, we began entering new markets through our expansion strategy as illustrated in the following table:

New Market Expansion
Year Established	Acquisition		Start up		Total
1998		3		1		4
1999		6		1		7
2000		9		1		10
2001		6		0		6
2002		10		1		11
2003		1		0		1
2004		1		0		1
2005		0		3		3
Total		36		7		43

Our expansion program and other factors can affect our overall utilization rate. During the last five years, our annual utilization levels averaged 80.9%, and ranged from a low of 78.7% in 2003 to a high of 83.1% in 2001. The lower utilization rate in 2003 was primarily a result of (i) the fact that many of our newer branches have had utilization levels lower than our average rates, especially after we have added our proprietary product to the existing product mix, and (ii) the economic slowdown during 2002 and 2003 in the general economy and in particular the slowdown in the construction sector. During 2004 and through 2005, we saw a steady recovery in the overall economy and an improvement in the construction sector, which accounted for approximately 32% to 35% of our leased units in 2004 and 2005, respectively. As the general economy and the non-residential construction industry in our markets continued to recover, we repositioned some of our lease fleet units among our branch locations to meet growing demand. Our utilization levels increased and averaged 82.9% during 2005.

Continue to Enhance Product Offering. We continue to enhance our existing products to meet our customers’ needs and requirements. We have historically been able to introduce new products and features that expand the applications and overall market for our storage products. For example, in 1998 we introduced a 10-foot wide storage unit that has proven to be a popular product with our customers. In 1999, we completed the design of a records storage unit, which provides highly secure, on-site, easily accessible storage. We market this unit as a records storage solution for customers who require easy access close at hand. In 2000, we added wood mobile offices as a complementary product to better serve our customers. In 2001, we redesigned and improved our security locking system, making it easier to use, especially in colder climates. In 2003, we were issued four patents in connection with the new locking system design and other improvements made, and we extended the application on the one patent that is still pending. In 2002, we added a 10-by-30-foot steel combination storage/office unit to complement the various other sizes we have in our fleet. Currently, the 10-foot-wide unit, the record storage unit and the 10-by-30-foot steel combination storage/office unit are exclusively offered by Mobile Mini. We believe our design and manufacturing capabilities increase our ability to service our customers’ needs and demand for our portable storage solutions.

Products

We provide a broad range of portable storage products to meet our customers’ varying needs. Our products are managed and our customers are serviced locally by our employee team at each of our branches, including management, sales personnel and yard facility employees. Some features of our different products are listed below:

• Refurbished and Modified Storage Units. We purchase used ocean-going containers from leasing companies or brokers. These containers are eight feet wide, 8’6” to 9’6” high and 20, 40 or 45 feet long. After acquisition, we refurbish and modify the ocean-going containers. Refurbishment typically involves cleaning, removing rust and dents, repairing floors and sidewalls, painting, adding our signs and installing new doors and our proprietary locking system. Modification typically involves splitting those containers into 5-, 10-, 15-, 20- or 25-foot lengths.

• Manufactured Storage Units. We manufacture portable steel storage units for our lease fleet and for sale. We do this at our manufacturing facility in Maricopa, Arizona. We can manufacture units up to 12 feet wide and 50 feet long and can add

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	doors, windows, locks and other customized features. We now offer a 10-foot-wide unit, which provides 40% more usable storage space than a standard eight-foot-wide unit. Typically, we manufacture “knock-down” units, which we ship to our branches. These units are then assembled by our branches that have assembly capabilities or by third-party assemblers. This method of shipment is less expensive than shipping fully assembled storage units.
•	Steel Combination Mobile Office and Storage/Office Units. We manufacture steel combination storage/office and mobile office units that range from 10 to 40 feet in length. We offer these units in various configurations, including office and storage combination units that provide a 10- or 15-foot office with the remaining area available for storage. We believe our office units provide the advantage of ground accessibility for ease of access and high security in an all-steel design. These units are equipped with electrical wiring, heating and air conditioning, phone jacks, carpet or tile, proprietary doors and windows with security bars.
•	Wood Mobile Office Units. We added wood office units to our product line in 2000. We purchase these units, which range from eight to 24 feet in width and 20 to 60 feet in length, from manufacturers. These units have a wide range of exterior and interior options, including exterior stairs or ramps, awnings and skirting. These units are equipped with electrical wiring, heating and air conditioning, phone jacks, carpet or tile and windows with security bars. Many of these units contain restrooms.
•	Records Storage Units. We market and manufacture proprietary portable records storage units that enable customers to store documents at their location for easy access, or at one of our facilities. Our units are 10.5 feet wide and are available in 12-and 23-foot lengths. The units feature high-security doors and locks, electrical wiring, shelving, folding work tables and air filtration systems. We believe our product is a cost-effective alternative to mass warehouse storage, with a high level of fire and water damage protection.
•	Van Trailers and Other Non-Core Storage Units. Our acquisitions typically entail the purchase of small companies with lease fleets primarily comprised of standard ISO containers. However, many of these companies also have van trailers and other manufactured storage products that are inferior to standard containers. It is our goal to dispose of these sub-standard units from our fleet either as their initial rental period ends or within a few years. We do not refurbish these products. See “Product Lives and Durability — Van Trailers and Other Non-Core Storage Products.”

We purchase used ocean-going containers and refurbish and modify them at our manufacturing facility in Arizona and at our other branch locations. At certain branches, we also contract with third parties to refurbish and modify our units. We believe we are able to purchase used ocean-going containers at competitive prices because of our volume purchasing power. The used ocean-going containers we purchase are typically about eight to 12 years old. We believe our steel portable storage units, steel offices, and wood modular offices have estimated useful lives of 25 years, 25 years, and 20 years, respectively, from the date we build or acquire and refurbish them, with residual values of our
per-unit investment ranging from 50% for our mobile offices to 62.5% for our core steel products. Van trailers, which comprised less than 1.0% of the gross book value of our lease fleet at December 31, 2005, are depreciated over seven years to a 20% residual value. For the past three fiscal years, our cost to repair and maintain our lease fleet units averaged approximately 2.9% of our lease revenues. Repainting the outside of storage units is the most frequent maintenance item.

Product Lives and Durability

Core Portable Storage Products. Most of our fleet is comprised of refurbished and customized ISO containers, manufactured steel containers and record storage units, along with our combined storage/office and mobile office units. These products are built to last a long period of time with proper maintenance.

We generally purchase used ISO containers when they are eight to 12 years old, a time at which their useful life as ocean-going shipping containers is over according to the standards promulgated by the International Organization for Standardization. Because we do not have the same stacking and strength requirements as apply in the ocean-going shipping industry, we have no need for these containers to meet ISO standards. We purchase these containers in large quantities, truck them to our locations, refurbish them by removing any rust, paint them with a rust inhibiting paint, add our locking system and further customizing them, typically by adding our proprietary, easy-opening door system and our proprietary locking system.

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We maintain our steel containers on a regular basis by painting them on average every two to three years, removing rust, and occasionally replacing the wooden floor or a rusted panel. This periodic maintenance keeps the container in essentially the same condition as after we initially refurbished it and is designed to maintain the unit’s value and rental rates comparable to new units.

Pursuant to our revolving credit agreement, we have our containers appraised on a periodic basis. Because of the quality of our containers, the appraiser does not differentiate value based upon the age of the container or the length of time it has been in our fleet. Our manufactured containers and steel offices are not built to ISO standards, but are built in a similar manner so that, like the ISO containers, they will maintain their utility and value as long as they are maintained in accordance with our maintenance program. As with our refurbished and customized ISO containers, our lenders’ appraiser does not differentiate the value of manufactured units based upon the age of the unit. Our most recent fair market value appraisal appraised our fleet at a value in excess of net book value. At December 31, 2005, the net book value of our fleet was approximately $550.5 million.

Approximately 8.5% of our 2005 revenue was derived from sales of portable storage and mobile office units. Because the containers in the lease fleet do not significantly depreciate in value, we have no program in place to sell lease fleet containers as they reach a certain age. Instead, most of our container sales involve either highly customized containers that would be difficult to lease on a recurring basis, or unrefurbished and refurbished containers that we had recently acquired but not yet leased. In addition, due primarily to availability of inventory at various locations at certain times of the year, we sell a certain portion of containers and offices from the lease fleet. Our gross margins increase for containers in the lease fleet for greater lengths of time prior to sale, because although these units have been depreciated based upon a 25 year useful life and 62.5% residual value (1.5% per year), in most cases fair value may not decline by nearly that amount due to the nature of the assets and our stringent maintenance policy.

The following table shows the gross margin on containers and steel offices sold from inventory (which we call our sales fleet) and from our lease fleet from 1997 through 2005 based on the length of time in the lease fleet.

										Sales
							Sales			Revenue as a
	Number						Revenue as a			Percentage of
	of						Percentage of			Net Book
	Units Sold		Sales Revenue		Original Cost (1)		Original Cost			Value
			(In thousands)
Sales fleet (2)		23,528	$	76,690	$	50,203		153	%		153	%
Lease fleet, by period held before sale:
Less than 5 years		7,410	$	30,823	$	20,776		148	%		152	%
5 to 10 years		2,556	$	9,051	$	6,303		144	%		158	%
10 to 15 years		448	$	1,364	$	981		139	%		164	%
15 to 20 years		61	$	201	$	155		130	%		159	%
20+ years		2	$	6	$	5		120	%		182	%

(1)

“Original cost” for purposes of this table includes (i) the price we paid for the unit, plus (ii) the cost of our manufacturing, which includes both the cost of customizing units and refurbishment costs incurred, plus (iii) the freight charges to our branch where the unit is first placed in service. For manufactured units, cost includes our manufacturing cost and the freight charges to the branch location.

(2)

Includes sales of unrefurbished ISO containers.

Because steel storage containers keep their value when properly maintained, we are able to lease containers that have been in our lease fleet for various lengths of time at similar rates, without regard to the age of the container. Our lease rates vary by the size and type of unit leased, length of contractual term, custom features and the geographic location of our branch at which the lease is originated. To a degree, competition, market conditions and other factors can influence our leasing rates.

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The following chart shows, for containers that have been in our lease fleet for various periods of time, the average monthly lease rate that we currently receive for various types of containers. We have added our 10-foot-wide containers and security offices to the fleet only in the last several years and those types of units are not included in this chart. This chart includes the eight major types of containers in the fleet for at least 10 years (we have been in business for over 22 years), and specific details of such type of unit are not provided due to competitive considerations.

		Age of Containers
		(by number of years in our lease fleet)										Total Number/
		0 – 5		6 – 10		11 – 15		16 - 20		Over 21		Average Dollar
Type 1	Number of Units		3,005		3,231		586		16		5		6,843
	Average rent	$	82.56	$	82.29	$	81.16	$	74.82	$	77.46	$	82.29
Type 2	Number of Units		1,231		611		192		16		2		2,052
	Average rent	$	82.87	$	81.57	$	80.17	$	76.34	$	81.25	$	82.18
Type 3	Number of Units		4,193		4,070		2,190		195		1		10,649
	Average rent	$	81.94	$	83.70	$	82.76	$	82.38	$	70.42	$	82.79
Type 4	Number of Units		368		803		133		4		1		1,309
	Average rent	$	120.17	$	117.06	$	102.22	$	105.63	$	108.33	$	116.38
Type 5	Number of Units		311		1,361		87		11		––		1,770
	Average rent	$	113.31	$	120.18	$	118.66	$	130.98	$	––	$	118.97
Type 6	Number of Units		3,723		3,409		428		25		8		7,593
	Average rent	$	116.81	$	127.91	$	126.81	$	129.78	$	127.97	$	122.41
Type 7	Number of Units		14,698		4,326		330		44		7		19,405
	Average rent	$	107.23	$	113.07	$	124.08	$	123.35	$	119.48	$	108.86
Type 8	Number of Units		316		471		76		12		3		878
	Average rent	$	162.29	$	158.81	$	159.16	$	154.28	$	218.47	$	160.24

We believe fluctuations in rental rates based on container age are primarily a function of the location of the branch from which the container was leased rather than age of the container. Some of the units added to our lease fleet during recent years through our acquisitions program have lower lease rates than the rates we typically obtain because the units remain on lease under terms (including lower rental rates) that were in place when we obtained the units in acquisitions.

We periodically review our depreciation policy against various factors, including the following:

• results of our lenders’ independent appraisal of our lease fleet;

• practices of the major competitors in our industry;

• our experience concerning useful life of the units;

• profit margins we are achieving on sales of depreciated units; and

• lease rates we obtain on older units.

Our depreciation policy for our lease fleet uses the straight-line method over the units’ estimated useful life, after the date we put the unit in service, and the units are depreciated down to their estimated residual values.

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Wood Mobile Office Units. We began adding wood mobile office units to the lease fleet in 2000 as a complement to our core portable storage products. These units are manufactured by third parties and are very similar to the units in the lease fleets of other mobile office rental companies. Because of the wood structure of these units, they are more susceptible to wear and tear than steel units. We depreciate these units over 20 years down to a 50% residual value (2.5% per year) which we believe to be consistent with most of our major competitors in this industry. Wood mobile office units lose value over time and we may sell older units from time to time. At the end of 2005, our wood mobile offices were all less than six years old. These units are also more expensive than our storage units, causing an increase in the average carrying value per unit in the lease fleet over the last five years.

Although, the operating margins on mobile offices are high, they are lower than the margins on portable storage. However, these mobile offices are rented using our existing infrastructure and therefore provide incremental returns far in excess of our fixed expenses. This adds to our overall profitability and operating margins.

Van Trailers and Other Non-Core Storage Products. At December 31, 2005, van trailers made up less than 1.0% of the gross book value of our lease fleet. When we acquire businesses in our industry, the acquired businesses often have van trailers and other manufactured storage products that are sub-standard compared to our core steel container storage product. We attempt to purge most of these inferior units from our fleet as they come off rent or within a few years after we acquire them. We do not utilize our resources to refurbish these products and instead resell them.

Van trailers are initially manufactured to be attached to trucks to move merchandise in interstate commerce. The initial cost of these units can be $18,000 or more. They are leased to, or purchased by, cross country truckers and other companies involved in cross country transportation of merchandise. They are made of light weight material in order to make them ideal for transport and have wheels and brakes. They are typically made of aluminum, but have steel base frames to maintain some structural integrity. Because of their light weight, moving parts, the heavy loads they carry and the wear and tear involved in hundreds of thousands of miles of transport, these units depreciate quite rapidly. This business and the cartage business described below are also very economically cyclical.

Once van trailers become too old to use in interstate commerce without frequent maintenance and downtime, they are sold to companies that use them as “cartage trailers.” At this point, they may have a depreciated cost of approximately $5,000. As cartage trailers, they are used to move loads of merchandise much shorter distances and may be used to store goods for some period of time and then to move them from one part of a facility or a city to another part. They continue to depreciate quite rapidly until they reach the point where they are not considered safe or cost effective to move loaded with merchandise.

At this point, near the end of the life cycle of a van trailer, it may be used for storage. Unlike a storage container, however, van trailers are much less secure, can fairly easily be stolen (as they are on wheels) and are unsightly. Most importantly, they are not ground level and, under the Occupational Safety and Health Administration (OSHA) regulations, must be attached to approved stairs or ramps to prevent accidents when they are accessed.

A large part of our leasing effort involves demonstrating to our customers the superiority of our containers to van trailers. Mobile Mini has found that when it markets steel storage containers against storage van trailers, customers recognize the superiority of containers. As a result, we believe that eventually the use of van trailers will primarily be limited to dock height storage and to customers who must frequently move storage units.

The average initial unit value given to the van trailers we have purchased in acquisitions is approximately $1,550 (excluding refrigerated units which are valued higher), and we depreciate these units over seven years down to a 20% residual value. As noted above, we sell these units as soon as practicable. During 2004 and 2005, we disposed of approximately 600 and 500 van trailers, respectively, representing approximately 20% and 21% of our van trailer fleet, respectively.

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Lease Fleet Configuration

Our lease fleet is comprised of over 100 different configurations of units. Throughout the year we add units to our fleet through purchases of used ISO containers and containers obtained through acquisitions, both of which we refurbish and customize. We also purchase new manufactured mobile offices in various configurations and sizes, and manufacture our own custom steel units. Our initial cost basis of an ISO container includes the purchase price from the seller, the cost of refurbishment, which can include removing rust and dents, repairing floors, sidewalls and ceilings, painting, signage, installing new doors, seals and a locking system. Additional modification may involve the splitting of a unit to create several smaller units and adding customized features. The restoring and modification processes do not necessarily occur in the same year the units are purchased or acquired. We procure larger containers, typically 40-foot units, and split them into two 20-foot units or one 25-foot and one 15-foot unit, or other configurations as needed, and then add new doors along with our proprietary locking system and sometimes we add custom features. We also will sell units from our lease fleet to our customers.

The table below outlines those transactions that effectively increased the net asset value of our lease fleet from $454.1 million at December 31, 2004 to $550.5 million at December 31, 2005:

	Dollars			Units
	(In thousands)
Lease fleet at December 31, 2004, net	$	454,106			100,729
Purchases:
Container purchases and containers obtained through acquisitions, including freight		14,761			6,772
Manufactured units:
Steel containers, combination storage/office combo units and steel security offices		42,037			5,178
New wood mobile offices		31,167			1,341
Refurbishment and customization:
Refurbishment or customization of 9,833 units purchased or acquired in the current year		17,319			3,062	(1)
Refurbishment or customization of 2,710 units purchased in a prior year		6,857			1,239	(1)
Refurbishment or customization of 940 units obtained through acquisition in a prior year		1,239			158	(2)
Other		(1,030	)		(142	)
Cost of sales from lease fleet		(5,975	)		(1,971	)
Loss from natural disaster		(709	)		(49	)
Depreciation		(9,308	)
Lease fleet at December 31, 2005, net	$	550,464			116,317

(1)	These units include the net additional units that were the result of splitting steel containers into one or more shorter units, such as splitting a 40-foot container into two 20-foot units, or one 25-foot unit and one 15-foot unit.
(2)	Includes units moved from finished goods to lease fleet.

The table below outlines the composition of our lease fleet at December 31, 2005:

				Number of
	Lease Fleet			Units
	(In thousands)
Steel storage containers	$	347,494			97,342
Offices		238,069			17,100
Van trailers		3,252			1,875
Other, primarily chassis		494
Accumulated depreciation		(38,845	)
	$	550,464			116,317

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Branch Operations

We locate our branches in markets with attractive demographics and strong growth prospects. Within each market, we have located our branches in areas that allow for easy delivery of portable storage units to our customers. In addition, when cost effective, we seek locations that are visible from high traffic roads in order to advertise our products and our name. Our branches maintain an inventory of portable storage units available for lease, and some of our older branches also provide storage of units under lease at the branch (“on-site storage”). We own our branch locations in Dallas, Texas, Oklahoma City, Oklahoma and a portion of our Phoenix, Arizona location. The rest of our branch locations are leased. The following table shows information about our branches:

Location	Functions	Approximate Size	Year Established
Phoenix, Arizona	Leasing, on-site storage and sales	14 acres		1983
Tucson, Arizona	Leasing, on-site storage and sales	5 acres		1986
Los Angeles, California	Leasing, on-site storage and sales	15 acres		1988
San Diego, California	Leasing, on-site storage and sales	5 acres		1994
Dallas, Texas	Leasing, on-site storage and sales	17 acres		1994
Houston, Texas	Leasing, on-site storage and sales	9 acres		1994
San Antonio, Texas	Leasing, on-site storage and sales	7 acres		1995
Austin, Texas	Leasing, on-site storage and sales	7 acres		1995
Las Vegas, Nevada	Leasing and sales	6 acres		1998
Oklahoma City, Oklahoma	Leasing and sales	6 acres		1998
Albuquerque, New Mexico	Leasing and sales	4 acres		1998
Denver, Colorado	Leasing and sales	6 acres		1998
Tulsa, Oklahoma	Leasing and sales	7 acres		1999
Colorado Springs, Colorado	Leasing and sales	5 acres		1999
New Orleans, Louisiana	Leasing and sales	5 acres		1999
Memphis, Tennessee	Leasing and sales	9 acres		1999
Salt Lake City, Utah	Leasing, on-site storage and sales	3 acres		1999
Chicago, Illinois	Leasing and sales	7 acres		1999
Knoxville, Tennessee	Leasing and sales	5 acres		1999
Seattle, Washington	Leasing and sales	5 acres		2000
El Paso, Texas	Leasing and sales	4 acres		2000
Harlingen, Texas	Leasing and sales	5 acres		2000
Corpus Christi, Texas	Leasing and sales	3 acres		2000
Jacksonville, Florida	Leasing and sales	4 acres		2000
Miami/Ft. Lauderdale, Florida (1)	Leasing and sales	5 acres		2000
Ft. Myers, Florida	Leasing and sales	5 acres		2000
Tampa, Florida	Leasing and sales	8 acres		2000
Orlando, Florida	Leasing and sales	7 acres		2000
Atlanta, Georgia	Leasing and sales	15 acres		2000
Kansas City, Kansas/Missouri	Leasing and sales	5 acres		2001

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Location	Functions	Approximate Size	Year Established
Milwaukee, Wisconsin	Leasing and sales	5 acres		2001
Charlotte, North Carolina	Leasing and sales	4 acres		2001
Nashville, Tennessee	Leasing and sales	6 acres		2001
San Francisco, California	Leasing and sales	7 acres		2001
Raleigh, North Carolina	Leasing and sales	7 acres		2001
Columbus, Ohio	Leasing and sales	7 acres		2002
Little Rock, Arkansas	Leasing and sales	12 acres		2002
St. Louis, Missouri	Leasing and sales	7 acres		2002
Ft. Worth, Texas	Leasing and sales	5 acres		2002
Louisville, Kentucky	Leasing and sales	7 acres		2002
Columbia, South Carolina	Leasing and sales	5 acres		2002
Baltimore, Maryland	Leasing and sales	9 acres		2002
Philadelphia, Pennsylvania	Leasing and sales	4 acres		2002
Richmond, Virginia	Leasing and sales	4 acres		2002
Boston, Massachusetts	Leasing and sales	4 acres		2002
Toronto, Canada	Leasing and sales	4 acres		2002
Portland, Oregon	Leasing and sales	2 acres		2003
Detroit, Michigan	Leasing and sales	6 acres		2004
Minneapolis, Minnesota	Leasing and sales	5 acres		2005
Indianapolis, Indiana	Leasing and sales	6 acres		2005
Pensacola, Florida	Leasing and sales	5 acres		2005

⁽¹⁾ We will be transitioning our branch from this 5-acre facility to an 8-acre facility in mid-2006.

Each branch has a branch manager who has overall supervisory responsibility for all activities of the branch. Branch managers report to one of our twelve regional managers. Our regional managers, in turn, report to one of our three senior vice presidents. Incentive bonuses are a substantial portion of the compensation for these senior vice presidents, branch and regional managers.

Each branch has its own sales force and a transportation department that delivers and picks up portable storage units from customers. Each branch has delivery trucks and forklifts to load, transport and unload units and a storage yard staff responsible for unloading and stacking units. Steel units can be stored by stacking them three high to maximize usable ground area. Our larger branches also have a fleet maintenance department to maintain the branch’s trucks, forklifts and other equipment. Our smaller branches perform preventative maintenance tasks and outsource major repairs.

Sales and Marketing

We have over 300 dedicated sales people at our branches and 17 people in sales management at our headquarters and other locations that conduct sales and marketing on a full-time basis. We believe that by locating most of our sales and marketing staff in our branches, we can better understand the portable storage needs of our customers and provide high levels of customer service. Our sales force handles all of our products and we do not maintain separate sales forces for our various product lines.

Our sales and marketing force provides information about our products to prospective customers by handling inbound calls and by initiating cold calls. We have on-going sales and marketing training programs covering all aspects of leasing and customer service. Our branches communicate with one another and with corporate headquarters through our management information system. This enables the sales and marketing team to share leads and other information and permits the headquarters staff to monitor and review

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sales and leasing productivity on a branch-by-branch basis. Our sales and marketing employees are compensated primarily on a commission basis.

Our nationwide presence allows us to offer our products to larger customers who wish to centralize the procurement of portable storage on a multi-regional or national basis. We are well equipped to meet multi-regional customers’ needs through our National Account Program, which simplifies the procurement, rental and billing process for those customers. Approximately 750 customers currently participate in our National Account Program. We also provide our national account customers with service guarantees which assure them they will receive the same high level of customer service from any of our branch locations. This program has helped us succeed in leveraging customer relationships developed at one branch throughout our branch system.

We advertise our products in the yellow pages and use a targeted direct mail program. In 2005, we mailed approximately 7.4 million product brochures to existing and prospective customers. These brochures describe our products and features and highlight the advantages of portable storage. Our total advertising costs were approximately $7.6 million in 2005, $7.0 million in 2004, and $6.9 million in 2003.

Customers

During 2005, approximately 80,200 customers leased our portable storage, combination storage/office and mobile office units, compared to approximately 75,000 in 2004. Our customer base is diverse and consists of businesses in a broad range of industries. Our largest single leasing customer accounted for 4.0% and 3.2% of our leasing revenues in 2004 and 2005, respectively. Our next largest customer accounted for less than approximately 0.4% of our leasing revenues in both 2004 and 2005. Our twenty largest customers combined accounted for approximately 6.5% of our lease revenues in 2004 and approximately 5.5% of our lease revenues in 2005. Approximately 60.6% of our customers rented a single unit during 2005.

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We target customers who can benefit from our portable storage solutions either for seasonal, temporary or long-term storage needs. Customers use our portable storage units for a wide range of purposes. The following table provides an overview at December 31, 2005, of our customers and how they use our portable storage, combination storage/office and mobile office units:

	Approximate
	Percentage of
Business	Units on Lease			Representative Customers	Typical Application
Consumer service and retail businesses		40.1	%	Department, drug, grocery and strip mall stores, hotels, restaurants, dry cleaners and service stations	Inventory storage, record storage and seasonal needs
Construction		35.1	%	General, electrical, plumbing and mechanical contractors, landscapers and residential homebuilders	Equipment and materials storage and job offices
Consumers		10.3	%	Homeowners	Backyard storage and storage of household goods during relocation or renovation
Industrial and commercial		7.0	%	Distributors, trucking and utility companies, finance and insurance companies and film production companies	Raw materials, equipment, record storage, in-plant office and seasonal needs
Institutions, government agencies and others		7.5	%	Hospitals, medical centers and military, Native American tribal governments and reservations and Federal, state, county and local agencies	Athletic equipment, storage, disaster preparedness, supplier, record storage, security office, supplies, equipment storage, temporary office space and seasonal needs

Manufacturing

We build new steel portable storage units, steel mobile offices and other custom-designed steel structures as well as refurbish used ocean-going containers at our Maricopa, Arizona manufacturing plant. We also refurbish used ocean-going containers at our branch locations. Our manufacturing capabilities allow us to differentiate our products from our competitors and enable us to provide a broader product selection to our customers. Our manufacturing process includes cutting, shaping and welding raw steel, installing customized features and painting the newly constructed units. Typically, we manufacture “knock-down” units, which we ship to our branches. These units are then assembled at our branches that have assembly capabilities or third-party assemblers. We can ship up to twelve “knock-down” 20-foot containers on a single flat-bed trailer. By comparison, only two or three assembled 20-foot ocean-going containers can be shipped on a flat-bed trailer. This reduces our cost of transporting units to our branches and permits us to economically ship our manufactured units to any city in the continental United States or Canada. At December 31, 2005, we had about 195 manufacturing workers at our Maricopa facility, and an additional 322 workers who participate in manufacturing and repair activities in our branch facilities. We believe we can expand the capacity of our Maricopa facility at a relatively low cost, and that numerous third parties have the facilities needed to perform refurbishment and assembly services for us on a contract basis.

We purchase raw materials such as steel, vinyl, wood, glass and paint, which we use in our manufacturing and restoring operations. We typically buy these raw materials on a purchase order basis. We do not have long-term contracts with vendors for the supply of any raw materials.

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Our manufacturing capacity protects us to some extent from shortages of and price increases for used ocean-going containers. Used ocean-going containers vary in availability and price from time to time based on market conditions. Should the price of used ocean-going containers increase substantially, or should they become temporarily unavailable, we can increase our manufacturing volume and reduce the number of used steel containers we buy and refurbish.

Vehicles

At December 31, 2005, we had a fleet of nearly 390 delivery trucks, of which approximately 240 were owned and approximately 150 were leased. We use these trucks to deliver and pick up containers at customer locations. We supplement our delivery fleet by outsourcing delivery services to independent haulers when appropriate.

Management Information Systems

We use a customized management information system in an effort to optimize lease fleet utilization and the effectiveness of our sales and marketing. This system consists of a wide-area network that connects our headquarters and all of our branches. Headquarters and each branch can enter data into the system and access data on a real-time basis. We generate weekly management reports by branch with leasing volume, fleet utilization, lease rates and fleet movement as well as monthly profit and loss statements on a consolidated and branch basis. These reports allow management to monitor each branch’s performance on a daily, weekly and monthly basis. We track each portable storage unit by its serial number. Lease fleet and sales information are entered in the system daily at the branch level and verified through monthly physical inventories by branch or corporate employees. Branch salespeople also use the system to track customer leads and other sales data, including information about current and prospective customers. We have made significant investments to enhance our management information systems during 2004 and 2005, and we intend to continue that investment in 2006.

Lease Terms

Based on the composition of our leases at the end of 2005, our steel portable storage unit leases have an average initial term of approximately 10 months and provide for the lease to continue at the same rental rate on a month-to-month basis until the customer cancels the lease. The average duration of these leases has been 23 months and the average monthly rental rate for units on lease was approximately $100 during 2005. Most of our steel portable storage units rent for approximately $50 to over $270 per month. Our van trailers normally lease for substantially lower amounts than our portable storage units. Our combination storage/office and mobile office units typically have a scheduled initial lease term of approximately 13 months and the average duration of these leases has been 20 months. Our combination storage/office and mobile office units typically rent for $100 to over $1,100 per month. Our leases provide that the customer is responsible for the cost of delivery and pickup at lease inception. Our leases specify that the customer is liable for any damage done to the unit beyond ordinary wear and tear. However, our customers may purchase a damage waiver from us to avoid some of this liability. This provides us with an additional source of recurring revenue. The customer’s possessions stored within the portable storage unit are the responsibility of the customer.

Competition

We face competition from several local and regional companies and usually one or two national companies in all of our current markets. We compete with several large national and international companies in our mobile office product line. Our competitors include lessors of storage units, mobile offices, used van trailers and other structures used for portable storage. We compete with conventional fixed self-storage facilities to a lesser extent. We compete primarily in terms of security, convenience, product quality, broad product selection and availability, lease rates and customer service. In our core portable storage business, we typically compete with Mobile Storage Group and a number of smaller local competitors. In the mobile office business, we typically compete with GE Capital Modular Space, Williams Scotsman and other national, regional and local companies.

Employees

As of December 31, 2005, we employed approximately 1,650 full-time employees in the following major categories:

Management	88
Administrative	230
Sales and marketing	315
Manufacturing	517
Drivers and storage unit handling	500

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Access to Information

Our Internet address is www.mobilemini.com. We make available at this address, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. Reports of our executive officers, directors and any other persons required to file securities ownership reports under Section 16(a) of the Securities Exchange Act of 1934 are also available through our web site. Information contained on our web site is not part of this Report.

ITEM 1A. RISK FACTORS.

Our discussion and analysis in this report, in other reports that we file with the Securities and Exchange Commission, in our press releases and in public statements of our officers and corporate spokespersons contain forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current events. They include words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “believe” and other words of similar meaning in connection with discussion of future operating or financial performance. These include statements relating to future actions, acquisition and growth strategy, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings and financial results.

Forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many factors mentioned in this report, for example, the availability to Mobile Mini of additional equity and debt financing that could be needed to continue to achieve growth rates similar to those of the last several years, will be important in determining future results. No forward-looking statement can be guaranteed, and actual results may vary materially from those anticipated in any forward-looking statement.

Mobile Mini undertakes no obligation to update any forward-looking statement. We provide the following discussion of risks and uncertainties relevant to our business. These are factors that we think could cause our actual results to differ materially from expected and historical results. Mobile Mini could also be adversely affected by other factors besides those listed here.

Subject to the restrictions in our revolving credit facility and the indenture governing our Senior Notes, we and our subsidiaries may incur significant additional indebtedness. Although the terms of the revolving credit facility and the indenture contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and additional indebtedness incurred in compliance with these restrictions could be substantial. If new debt is added to our current debt levels, the related risks that we now face could increase.

A slowdown in the non-residential construction sector of the economy could reduce demand from some of our customers, which could result in lower demand for our products.

At the end of 2004 and 2005, customers in the construction industry, primarily in non-residential construction, accounted for approximately 32% and 35%, respectively, of our leased units. This industry tends to be cyclical and particularly susceptible to slowdowns in the overall economy. In 2002 and 2003 this industry sector suffered a sustained economic slowdown which resulted in much slower growth in demand for leases and sales of our products. If another sustained economic slowdown in this sector were to occur, especially in non-residential construction, it is likely that we would again experience less demand for leases and sales of our products. Also, because most of our cost of leasing is either fixed or semi variable, this would cause our margins to contract and the adverse affect on operating results would be more pronounced. Our internal growth rate slowed to 7.5% in 2002 and 7.4% in 2003 due to a slowdown in the economy, particularly in this sector. During these years, our profitability declined.

Our planned growth strains our management resources, which could disrupt our development of our new branch locations.

Our future performance will depend in large part on our ability to manage our planned growth. Our growth could strain our management, human and other resources. To successfully manage this growth, we must continue to add managers and employees and improve our operating, financial and other internal procedures and controls. We also must effectively motivate, train and manage our employees. If we do not manage our growth effectively, some of our new branches and acquisitions may lose money or fail, and we may have to close unprofitable locations. Closing a branch would likely result in additional expenses that would cause our operating results to suffer.

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We may need additional debt or equity to sustain our growth, but we do not have commitments for such funds.

We finance our growth through a combination of borrowings, cash flow from operations, and equity financing. Our ability to continue growing at the pace we have historically grown will depend in part on our ability to obtain either additional debt or equity financing. The terms on which debt and equity financing is available to us varies from time to time and is influenced by our performance and by external factors, such as the economy generally and developments in the market, that are beyond our control. Also, additional debt financing or the sale of additional equity securities may cause the market price of our common stock to decline. If we are unable to obtain additional debt or equity financing on acceptable terms, we may have to curtail our growth by delaying new branch openings, or, under certain circumstances, lease fleet expansion.

The supply and cost of used ocean-going containers fluctuates, and this can affect our pricing and our ability to grow.

We purchase, refurbish and modify used ocean-going containers in order to expand our lease fleet. Various freight transportation companies, freight forwarders and commercial and retail storage companies also purchase used ocean-going containers. Some of these companies have greater financial resources than we do. As a result, if the number of available containers for sale decreases, these competitors may be able to absorb an increase in the cost of containers, while we could not. If used ocean-going container prices increase substantially, we may not be able to manufacture enough new units to grow our fleet. These price increases also could increase our expenses and reduce our earnings. Conversely, an oversupply of used ocean-going containers may cause container prices to fall. Our competitors may then lower the lease rates on their storage units. As a result, we may need to lower our lease rates to remain competitive. This would cause our revenues and our earnings to decline.

Covenants in our debt instruments restrict or prohibit our ability to engage in or enter into a variety of transactions.

The indenture governing our Senior Notes and, to a lesser extent, our revolving credit facility agreement contain various covenants that may limit our discretion in operating our business. In particular, we are limited in our ability to merge, consolidate or transfer substantially all of our assets, issue preferred stock of subsidiaries and create liens on our assets to secure debt. In addition, if there is default, and we do not maintain certain financial covenants or we do not maintain borrowing availability in excess of certain pre-determined levels, we may be unable to incur additional indebtedness, make restricted payments (including paying cash dividends on our capital stock) and redeem or repurchase our capital stock.

Our revolving credit facility requires us, under certain limited circumstances, to maintain certain financial ratios and limits our ability to make capital expenditures. These covenants and ratios could have an adverse effect on our business by limiting our ability to take advantage of financing, merger and acquisition or other corporate opportunities and to fund our operations. Breach of a covenant in our debt instruments could cause acceleration of a significant portion of our outstanding indebtedness. Any future debt could also contain financial and other covenants more restrictive than those imposed under the indenture governing the Senior Notes, and the revolving credit facility.

A breach of a covenant or other provision in any debt instrument governing our current or future indebtedness could result in a default under that instrument and, due to cross-default and cross-acceleration provisions, could result in a default under our other debt instruments. Upon the occurrence of an event of default under the revolving credit facility or any other debt instrument, the lenders could elect to declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders could proceed against the collateral granted to them, if any, to secure the indebtedness. If the lenders under our current or future indebtedness accelerate the payment of the indebtedness, we cannot assure you that our assets or cash flow would be sufficient to repay in full our outstanding indebtedness, including the Senior Notes.

The amount we can borrow under our revolving credit facility depends in part on the value of the portable storage units in our lease fleet. If the value of our lease fleet declines, we cannot borrow as much. During 2004 and the first three quarters of 2005, the price of used ocean-going containers increased and the availability of these units decreased. If this situation repeats itself we may be unable to add as many units to our fleet as we would like. At the same time, the increase in steel prices and other raw materials has increased our cost to manufacture new containers. If this trend repeated itself, we may not manufacture as many new units as during recent periods, and we may narrow the mix of manufactured products we offer at our branches. Conversely, if steel prices or the value of containers were to rapidly fall, those occurrences might adversely affect the value of our lease fleet. We are required to satisfy several covenants with our lenders that are affected by changes in the value of our lease fleet. We would breach some of these covenants if the value of our lease fleet drops below specified levels. If this happened, we could not borrow the amounts we would need to expand our business, and we could be forced to liquidate a portion of our existing fleet.

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The supply and cost of raw materials we use in manufacturing fluctuates and could increase our operating costs.

We manufacture portable storage units to add to our lease fleet and for sale. In our manufacturing process, we purchase steel, vinyl, wood, glass and other raw materials from various suppliers. We cannot be sure that an adequate supply of these materials will continue to be available on terms acceptable to us. The raw materials we use are subject to price fluctuations that we cannot control. Changes in the cost of raw materials can have a significant effect on our operations and earnings. Rapid increases in raw material prices, as we experienced in 2004, are difficult to pass through to customers, particularly to leasing customers. If we are unable to pass on these higher costs, our profitability could decline. If raw material prices decline significantly, we may have to write down our raw materials inventory values. If this happens, our results of operations and financial condition will decline.

Some zoning laws restrict the use of our storage units and therefore limit our ability to offer our products in all markets.

Most of our customers use our storage units to store their goods on their own properties. Local zoning laws in some of our markets do not allow some of our customers to keep portable storage units on their properties or do not permit portable storage units unless located out of sight from the street. If local zoning laws in one or more of our markets no longer allow our units to be stored on customers’ sites, our business in that market will suffer.

Unionization by some or all of our employees could cause increases in operating costs.

None of our employees are presently covered by collective bargaining agreements. However, from time to time various unions have attempted to organize some of our employees. We cannot predict the outcome of any continuing or future efforts to organize our employees, the terms of any future labor agreements, or the effect, if any, those agreements might have on our operations or financial performance.

We operate with a high amount of debt and we may incur significant additional indebtedness.

Our operations are capital intensive, and we operate with a high amount of debt relative to our size. In June 2003, we issued $150.0 million in aggregate principal amount of 9.5% Senior Notes, due 2013. In February, 2006, we entered into the Second Amended and Restated Loan and Security Agreement, which increased our borrowing capability to $350.0 million, up from $250.0 million, on a revolving loan basis, which means that amounts repaid may be reborrowed. As of March 3, 2006, we had outstanding borrowings of approximately $174.8 million and letters of credit of approximately $3.6 million under the credit facility, leaving approximately $171.6 million available for further borrowing and immediately available. Our substantial indebtedness could have consequences. For example, it could:

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, which could reduce the availability of our cash flow to fund future working capital, capital expenditures, acquisitions and other general corporate purposes;

• make it more difficult for us to satisfy our obligations with respect to our Senior Notes;

• expose us to the risk of increased interest rates, as certain of our borrowings will be at variable rates of interest;

• require us to sell assets to reduce indebtedness or influence our decisions about whether to do so;

• increase our vulnerability to general adverse economic and industry conditions;

• limit our flexibility in planning for, or reacting to, changes in our business and our industry;

• restrict us from making strategic acquisitions or pursuing business opportunities; and

• limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds. Failing to comply with those covenants could result in an event of default which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations.

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We depend on a few key management persons.

We are substantially dependent on the personal efforts and abilities of Steven G. Bunger, our Chairman, President and Chief Executive Officer, and Lawrence Trachtenberg, our Executive Vice President and Chief Financial Officer. The loss of either of these officers or our other key management persons could harm our business and prospects for growth.

The market price of our common stock has been volatile and may continue to be volatile and the value of your investment may decline.

The market price of our common stock has been volatile and may continue to be volatile. This volatility may cause wide fluctuations in the price of our common stock on the Nasdaq National Market. The market price of our common stock is likely to be affected by:

• changes in general conditions in the economy, geopolitical events or the financial markets;

• variations in our quarterly operating results;

• changes in financial estimates by securities analysts;

• other developments affecting us, our industry, customers or competitors;

• the operating and stock price performance of companies that investors deem comparable to us; and

• the number of shares available for resale in the public markets under applicable securities laws.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None

ITEM 2. PROPERTIES.

We own our branch locations in Dallas, Texas, Oklahoma City, Oklahoma and a portion of our Phoenix, Arizona location. We lease all of our other branch locations. All of our major leased properties have remaining lease terms of at least one year, and we believe that satisfactory alternative properties can be found in all of our markets, if we do not renew these existing leased properties.

We own our manufacturing facility in Maricopa, Arizona, approximately 30 miles south of Phoenix. This facility is 14 years old and is on approximately 45 acres. The facility includes nine manufacturing buildings, totaling approximately 171,300 square feet. These buildings house our manufacturing, assembly, restoring, painting and vehicle maintenance operations.

We lease our corporate and administrative offices in Tempe, Arizona. These offices have 25,000 square feet of space. The lease term is through August 2008.

ITEM 3. LEGAL PROCEEDINGS.

We are party from time to time to various claims and lawsuits which arise in the ordinary course of business. Although the specific allegations in the lawsuits differ, most of them involve claims pertaining to goods allegedly damaged while stored in one of our containers. We do not believe that the ultimate resolution of these claims or lawsuits will have a material adverse effect on our business, financial condition, results of operations or cash flows.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of our security holders during the quarter ended December 31, 2005.

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EXECUTIVE OFFICERS OF MOBILE MINI, INC.

Set forth below is information respecting the name, age and position with Mobile Mini of our executive officer who is not a continuing director or a director nominee. Information respecting our executive officers who are continuing directors and director nominees is set forth in Item 10 of this report which incorporates by reference to Mobile Mini’s definitive proxy statement to the 2006 annual meeting of shareholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A.

Deborah K. Keeley has served as our Vice President of Accounting since August 1996 and Corporate Controller from September 1995 to June 2005, and as Senior Vice President and Chief Accounting Officer since January 2006. Prior to joining us, she was Corporate Accounting Manager for Evans Withycombe Residential, an apartment developer, for six years. Ms. Keeley has an Associates degree in Computer Science and received her Bachelors degree in Accounting from Arizona State University in 1989. Age 42.

PART II

ITEM 5. MARKET FOR COMMON EQUITY, AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock trades on The Nasdaq National Market under the symbol “MINI”. The following are the high and low sale prices for the common stock during the periods indicated as reported by The Nasdaq Stock Market after giving effect to a two-to-one stock split. See Notes 1 and 10 to our consolidated financial statements included elsewhere in this report.

	2004				2005
	HIGH		LOW		HIGH		LOW
Quarter ended March 31,	$	10.88	$	8.35	$	20.70	$	15.59
Quarter ended June 30,	$	14.50	$	8.52	$	20.66	$	16.80
Quarter ended September 30,	$	14.50	$	12.17	$	23.29	$	17.24
Quarter ended December 31,	$	17.25	$	12.38	$	25.67	$	19.75

We had approximately 100 holders of record of our common stock on February 24, 2006, and we estimate that we have more than 2,000 beneficial owners of our common stock.

Mobile Mini has not paid cash dividends on its common stock and does not expect to do so in the foreseeable future, as it intends to retain all earnings to provide funds for the operation and expansion of its business.

Sales of Unregistered Securities; Repurchases of Securities

We did not make any sales of unregistered securities during 2005, nor did we repurchase any of our outstanding securities during the three months ended December 31, 2005.

Equity Compensation Plan Information

Information regarding Mobile Mini’s equity compensation plans, including both stockholder approved plans and non-stockholder approved plans, is set forth in the section entitled “Equity Compensation Plan Information” in Mobile Mini’s Notice of Annual Meeting of Shareowners and Proxy Statement, to be filed within 120 days after December 31, 2005, which information is incorporated herein by reference.

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ITEM 6. SELECTED FINANCIAL DATA.

The following table shows our selected consolidated historical financial data for the stated periods. Amounts include the effect of rounding. Certain prior-period amounts in the selected financing data tables have been reclassified to conform to the current financial presentation. You should read this material with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements included elsewhere in this report.

On February 22, 2006, our Board of Directors approved a two-for-one stock split in the form of a 100 percent stock dividend. Per share amounts, share amounts and weighted numbers of shares outstanding have been retroactively revised in the Selected Financial Data tables for all periods presented. See Notes 1 and 10 to our consolidated financial statements.

	Year ended December 31,
	2001			2002			2003			2004			2005
	(In thousands, except per share and operating data)
Consolidated Statements of Income Data:
Revenues:
Leasing	$	99,684		$	116,169		$	128,482		$	149,856		$	188,578
Sales		14,519			16,008			17,248			17,919			17,499
Other		520			920			838			566			1,093
Total revenues		114,723			133,097			146,568			168,341			207,170
Costs and expenses:
Cost of sales		9,546			10,343			11,487			11,352			10,845
Leasing, selling and general expenses		57,277			70,225			80,124			90,696			109,257
Florida litigation expense		¾			1,320			8,502			––			––
Depreciation and amortization		7,347			8,435			10,026			11,427			12,854
Total costs and expenses		74,170			90,323			110,139			113,475			132,956
Income from operations		40,553			42,774			36,429			54,866			74,214
Other income (expense):
Interest income		34			13			2			––			11
Other income		––			––			––			––			3,160
Interest expense		(9,959	)		(11,587	)		(16,299	)		(20,434	)		(23,177	)
Debt restructuring expense (1)		¾			(1,300	)		(10,440	)		––			––
Income before provision for income taxes		30,628			29,900			9,692			34,432			54,208
Provision for income taxes		11,945			11,661			3,780			13,773			20,220
Net income	$	18,683		$	18,239		$	5,912		$	20,659		$	33,988
Earnings per share:
Basic	$	0.69		$	0.64		$	0.21		$	0.71		$	1.14
Diluted	$	0.67		$	0.63		$	0.20		$	0.70		$	1.10
Weighted average number of common and common share equivalents outstanding:
Basic		27,029			28,509			28,625			28,974			29,867
Diluted		27,908			28,884			28,925			29,565			30,875
Other Data:
EBITDA (2)	$	47,934		$	51,222		$	46,457		$	66,293		$	90,239
Net cash provided by operating activities		33,700			41,186			40,690			40,322			69,249
Net cash used in investing activities		(97,468	)		(89,064	)		(55,269	)		(80,508	)		(113,275	)
Net cash provided by financing activities		62,746			49,007			12,730			40,555			43,282
Operating Data:
Number of branches (at year end)		35			46			47			48			51
Number of states and Canadian provinces (at year end)		18			27			28			29			31
Lease fleet units (at year end)		70,179			83,679			89,542			100,727			116,317
Lease fleet covenant utilization (annual average)		83.1	%		79.1	%		78.7	%		80.7	%		82.9	%
Lease revenue growth from prior year		31.0	%		16.5	%		10.6	%		16.6	%		25.8	%
Operating margin		35.3	%		32.1	%		24.9	%		32.6	%		35.8	%
Net income margin		16.3	%		13.7	%		4.0	%		12.3	%		16.4	%

	At December 31,
	2001		2002		2003		2004		2005
	(In thousands)
Consolidated Balance Sheet Data:
Lease fleet, net	$	278,719	$	337,685	$	383,672	$	454,106	$	550,464
Total assets		376,506		460,890		515,080		592,146		704,957
Total debt		162,490		213,222		240,610		277,044		308,585
Stockholders’ equity		161,703		178,669		189,293		216,369		267,975

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Reconciliation of EBITDA to net cash provided by operating activities, the most directly comparable GAAP measure:

	Year Ended December 31,
	2001			2002			2003			2004			2005
	(In thousands)
EBITDA (2)	$	47,934		$	51,222		$	46,457		$	66,293		$	90,239
Interest paid		(9,532	)		(11,258	)		(8,841	)		(19,254	)		(21,727	)
Income and franchise taxes paid		(255	)		(448	)		(298	)		(372	)		(495	)
Provision for loss from natural disasters		––			––			––			––			1,710
Amortization of stock-based compensation		76			76			––			––			19
Gain on sale of lease fleet units		(1,710	)		(2,116	)		(1,601	)		(2,277	)		(3,529	)
Loss on disposal of property, plant and equipment		5			47			44			604			704
Gain on sale of short-term investments		––			––			(59	)		––			––
Deferred income taxes		254			330			240			350			372
Change in certain assets and liabilities, net of effect of business acquired:
Receivables		(3,732	)		(486	)		327			(3,309	)		(5,371	)
Inventories		(1,461	)		2,334			(1,781	)		(2,178	)		(4,823	)
Deposits and prepaid expenses		(719	)		(890	)		(3,132	)		(669	)		(480	)
Other assets and intangibles		(8	)		(174	)		(35	)		37			(19	)
Accounts payable and accrued liabilities		2,848			2,549			9,369			1,097			12,649
Net cash provided by operating activities	$	33,700		$	41,186		$	40,690		$	40,322		$	69,249

Reconciliation of net income to EBITDA:

	Year Ended December 31,
	2001			2002			2003			2004			2005
	(In thousands except percentages)
Net income	$	18,683		$	18,239		$	5,912		$	20,659		$	33,988
Interest expense		9,959			11,587			16,299			20,434			23,177
Income taxes		11,945			11,661			3,780			13,773			20,220
Depreciation and amortization		7,347			8,435			10,026			11,427			12,854
Debt restructuring expense		¾			1,300			10,440			––			––
EBITDA (2)	$	47,934		$	51,222		$	46,457		$	66,293		$	90,239
EBITDA margin (3)		41.8	%		38.5	%		31.7	%		39.4	%		43.6	%

(1)	In 2002, the debt restructuring expense was recorded pursuant to SFAS No. 4, Reporting Gains and Losses from Extinguishment of Debt. As required by SFAS No. 145, losses from debt extinguishment have been reclassified to pre-tax earnings for consistency in selected financial data presentations.
(2)	EBITDA, as further discussed below, is defined as net income before interest expense, income taxes, depreciation and amortization, and debt restructuring expense. We present EBITDA because we believe it provides useful information regarding our ability to meet our future debt payment requirements, capital expenditures and working capital requirements and that it provides an overall evaluation of our financial condition. In addition, EBITDA is a component of certain financial covenants under our revolving credit facility and is used to determine our available borrowing ability and the interest rate in effect at any point in time.
	EBITDA has certain limitations as an analytical tool and should not be used as a substitute for net income, cash flows, or other consolidated income or cash flow data prepared in accordance with generally accepted accounting principles in the United States or as a measure of our profitability or our liquidity. In particular, EBITDA, as defined does not include:

• Interest expense – because we borrow money to partially finance our capital expenditures, primarily related to the expansion of our lease fleet, interest expense is a necessary element of our cost to secure this financing to continue generating additional revenues.

• Income taxes – EBITDA, as defined, does not reflect income taxes or the requirements for any tax payments.

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• Depreciation and amortization – because we are a leasing company, our business is very capital intensive and we hold acquired assets for a period of time before they generate revenues, cash flow and earnings; therefore, depreciation and amortization expense is a necessary element of our business.

• Debt restructuring expense — as defined in our revolving credit facility, debt restructuring expenses are not deducted in our various calculations made under the credit agreement and are treated no differently than interest expense. As discussed above, interest expense is a necessary element of our cost to finance a portion of the capital expenditures needed for the growth of our business.

When evaluating EBITDA as a performance measure, and excluding the above-noted charges, all of which have material limitations, investors should consider, among other factors, the following:

• increasing or decreasing trends in EBITDA;

• how EBITDA compares to levels of debt and interest expense; and

• whether EBITDA historically has remained at positive levels.

Because EBITDA, as defined, excludes some but not all items that affect our cash flow from operating activities, EBITDA may not be comparable to a similarly titled performance measure presented by other companies.

⁽³⁾ EBITDA margin is calculated as EBITDA divided by total revenues expressed as a percentage.

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Selected Consolidated Quarterly Financial Data (unaudited):

The following table sets forth certain unaudited selected consolidated financial information for each of the four quarters in fiscal 2004 and 2005. Certain amounts include the effect of rounding. You should read this material with the financial statements included elsewhere in this report. Mobile Mini believes these comparisons of consolidated quarterly selected financial data are not necessarily indicative of future performance.

	2004
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	(In thousands, except per share data)
Revenues:
Leasing	$	32,147		$	35,744		$	38,915		$	43,050
Sales		4,198			5,275			4,450			3,996
Other		179			94			158			135
Total revenues		36,524			41,113			43,523			47,181
Costs and expenses:
Cost of sales		2,715			3,440			2,690			2,507
Leasing, selling and general expenses		20,841			22,275			23,058			24,522
Depreciation and amortization		2,717			2,792			2,895			3,023
Total costs and expenses		26,273			28,507			28,643			30,052
Income from operations		10,251			12,606			14,880			17,129
Other income (expense):
Interest expense		(4,992	)		(4,970	)		(5,152	)		(5,320	)
Income before provision for income taxes		5,259			7,636			9,728			11,809
Provision for income taxes		2,104			3,054			3,891			4,724
Net income	$	3,155		$	4,582		$	5,837		$	7,085
Earnings per share:
Basic	$	0.11		$	0.16		$	0.20		$	0.24
Diluted	$	0.11		$	0.16		$	0.20		$	0.24

	2005
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	(In thousands, except per share data)
Revenues:
Leasing	$	41,392		$	45,276		$	48,745		$	53,165
Sales		3,982			4,883			4,122			4,512
Other		368			242			279			204
Total revenues		45,742			50,401			53,146			57,881
Costs and expenses:
Cost of sales		2,527			3,032			2,539			2,747
Leasing, selling and general expenses		24,182			25,988			29,012			30,075
Depreciation and amortization		3,048			3,139			3,252			3,415
Total costs and expenses		29,757			32,159			34,803			36,237
Income from operations		15,985			18,242			18,343			21,644
Other income (expense):
Interest income		1			8			2			––
Other income		––			3,160			––			––
Interest expense		(5,520	)		(5,630	)		(5,849	)		(6,178	)
Income before provision for income taxes		10,466			15,780			12,496			15,466
Provision for income taxes		4,082			5,634			4,873			5,631
Net income	$	6,384		$	10,146		$	7,623		$	9,835
Earnings per share:
Basic	$	0.22		$	0.34		$	0.25		$	0.32
Diluted	$	0.21		$	0.33		$	0.25		$	0.31

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion of our financial condition and results of operations should be read together with the consolidated financial statements and the accompanying notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in those forward-looking statements as a result of certain factors, including, but not limited to, those described under Item 1A,”Risk Factors.”

Overview

General

In 1996, we initiated a strategy of focusing on leasing rather than selling our portable storage units. As a result of this change, leasing revenues as a percentage of our total revenues increased steadily from 42.1% in 1996 to 91.0% in 2005. The number of portable storage and combination storage/office and mobile office units in our lease fleet increased from 13,600 at the end of 1996 to 116,300 at the end of 2005, representing a compounded annual growth rate, or CAGR, of 26.9%.

We derive most of our revenues from the leasing of portable storage containers and portable offices. The average contracted lease term at lease inception is approximately 10 months for portable storage units and approximately 13 months for portable offices. After the expiration of the contracted lease term, units continue on lease on a month-to-month basis. In 2005, the over-all lease term averaged 23 months for portable storage units and 20 months for portable offices. As a result of these long average lease terms, our leasing business tends to provide us with a recurring revenue stream and minimizes fluctuations in revenues. However, there is no assurance that we will maintain such lengthy overall lease terms.

In addition to our leasing business, we also sell portable storage containers and occasionally we sell portable office units. Since 1996, when we changed our focus to leasing, our sales revenues as a percentage of total revenues have decreased from 55.7% in 1996 to 8.5% in 2005.

Over the last eight years, Mobile Mini has grown both through internally generated growth and acquisitions which we use to gain a presence in new markets. Typically, we enter a new market through the acquisition of the business of a smaller local competitor and then apply our business model, which is usually much more customer service and marketing focused than the business we are buying or its competitors in the market. If we cannot find a desirable acquisition opportunity in a market we wish to enter, we establish a new location from the ground up. As a result, a new branch location will typically have fairly low operating margins during its early years, but as our marketing efforts help us penetrate the new market and we increase the number of units on rent at the new branch, we take advantage of operating efficiencies to improve operating margins at the branch and typically reach company average levels after several years. When we enter a new market, we incur certain costs in developing an infrastructure. For example, advertising and marketing costs will be incurred and certain minimum staffing levels and certain minimum levels of delivery equipment will be put in place regardless of the new market’s revenue base. Once we have achieved revenues during any period that are sufficient to cover our fixed expenses, we generate high margins on incremental lease revenues. Therefore, each additional unit rented in excess of the break even level, contributes significantly to profitability. Conversely, additional fixed expenses that we incur require us to achieve additional revenue as compared to the prior period to cover the additional expense. Over the past three years, we have not entered into as many new markets as we had in the preceding years, resulting in less downward pressure on our operating margins.

Among the external factors we examine to determine the direction of our business is the level of non-residential construction activity, especially in areas of the country where we have a significant presence. Customers in the construction industry represented approximately 35% of our units on rent at December 31, 2005, and because of the degree of operating leverage we have, increases or declines in non-residential construction activity can have a significant effect on our operating margins and net income. In 2002 and 2003, we saw weakness in the level of leasing revenues from the non-residential construction sector of our customer base. The lower than historical growth rate in revenues combined with increases in fixed costs depressed our growth in adjusted EBITDA (as defined below) in those years. In 2004 and 2005, the level of non-residential construction activity in the U.S. leveled off and rose after two years of steep declines. As a result of the improvement in the non-residential construction sector and the general improvements in the economy, our adjusted EBITDA increased in both 2004 and 2005.

In managing our business, we focus on our internal growth rate in leasing revenue, which we define as growth in lease revenues on a year over year basis at our branch locations in operation for at least one year, without inclusion of leasing revenue attributed to same-market acquisitions. This internal growth rate has remained positive every quarter, but in 2002 and 2003 had fallen to single digits, from over 20% prior to 2002, due to the slowdown in the economy, especially as the slowdown affected the non-residential

25

construction sector in certain areas where we have large branch operations, including Texas and Colorado. We achieved an internal growth rate in 2005 of 25.3%, reflecting a vast improvement in both economic and market conditions. Mobile Mini’s goal is to maintain a high internal growth rate so that revenue growth will exceed inflationary growth in expenses and we can continue to take advantage of the operating leverage inherent in our business model.

We are a capital-intensive business, so in addition to focusing on earnings per share, we focus on adjusted EBITDA to measure our results. We calculate this number by first calculating EBITDA, which we define as net income before interest expense, debt restructuring costs, provision for income taxes, depreciation and amortization. This measure eliminates the effect of financing transactions that we enter into on an irregular basis based on capital needs and market opportunities, and this measure provides us with a means to track internally generated cash from which we can fund our interest expense and our lease fleet growth. In comparing EBITDA from year to year, we typically further adjust EBITDA to ignore the effect of what we consider non-recurring events not related to our core business operations to arrive at what we define as adjusted EBITDA. The non-recurring events reflected in the adjusted EBITDA are the effect in 2002 and in 2003 of our Florida litigation expense, which was concluded in 2003, and, in 2005, the losses incurred related to Hurricane Katrina and the proceeds received from a third party related to a settlement agreement in connection with the Florida litigation. Because EBITDA is a non-GAAP financial measure, as defined by the SEC, we include in this Report reconciliations of EBITDA to the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States. These reconciliations are included in Item 6, “Selected Financial Data.”

In managing our business, we routinely compare our adjusted EBITDA margins from year to year and based upon age of branch. We define this margin as adjusted EBITDA divided by our total revenues, expressed as a percentage. We use this comparison, for example, to study internally the effect that increased costs have on our margins. As capital is invested in our established branch locations, we achieve higher adjusted EBITDA margins on that capital than we achieve on capital invested to establish a new branch, because our fixed costs are already in place in connection with the established branches. The fixed costs are those associated with yard and delivery equipment, as well as advertising, sales, marketing and office expenses. With a new market or branch, we must first fund and absorb the startup costs for setting up the new branch facility, hiring and developing the management and sales team and developing our marketing and advertising programs. A new branch will have low adjusted EBITDA margins in its early years until the number of units on rent increases. Because of our high operating margins on incremental lease revenue, which we realize on a branch by branch basis when the branch achieves leasing revenues sufficient to cover the branch’s fixed costs, leasing revenues in excess of the break-even amount produce large increases in profitability. Conversely, absent significant growth in leasing revenues, the adjusted EBITDA margin at a branch will remain relatively flat on a period by period comparative basis.

Accounting and Operating Overview

Our leasing revenues include all rent and ancillary revenues we receive for our portable storage, combination storage/office and mobile office units. Our sales revenues include sales of these units to customers. Our other revenues consist principally of charges for the delivery of the units we sell. Our principal operating expenses are (1) cost of sales; (2) leasing, selling and general expenses; and (3) depreciation and amortization, primarily depreciation of the portable storage units in our lease fleet. Cost of sales is the cost of the units that we sold during the reported period and includes both our cost to buy, transport, refurbish and modify used ocean-going containers and our cost to manufacture portable storage units and other structures. Leasing, selling and general expenses include among other expenses, advertising and other marketing expenses, commissions and corporate expenses for both our leasing and sales activities. Annual repair and maintenance expenses on our leased units over the last three years have averaged approximately 2.9% of lease revenues and are included in leasing, selling and general expenses. We expense our normal repair and maintenance costs as incurred (including the cost of periodically repainting units).

Our principal asset is our lease fleet, which has historically maintained value close to its original cost. The steel units in our lease fleet (other than van trailers) are depreciated on the straight-line method using an estimated useful life of 25 years, after the date the unit is placed in service, with an estimated residual value of 62.5%. The depreciation policy is supported by our historical lease fleet data which shows that we have been able to obtain comparable rental rates and sales prices irrespective of the age of our container lease fleet. Our wood mobile office units are depreciated over 20 years to 50% of original cost. Van trailers, which constitute a small part of our fleet, are depreciated over 7 years to a 20% residual value. Van trailers, which are only added to the fleet as a result of acquisitions of portable storage businesses, are of much lower quality than storage containers and consequently depreciate more rapidly. See “Item 1. Business — Product Lives and Durability.”

Our expansion program and other factors can affect our overall utilization rate. During the last five years, our annual utilization levels averaged 80.9%, and ranged from a low of 78.7% in 2003 to a high of 83.1% in 2001. The lower utilization rate in 2003 was primarily a result of (i) the fact that many of our acquisitions have had utilization levels lower than our average rates, especially after we have added our proprietary product to the existing product mix, and (ii) the economic slowdown during 2002 and 2003 in the general

26

economy and in particular the slowdown in the construction sector. During 2004 and through 2005, we saw a steady recovery in the overall economy and an improvement in the construction sector, which accounted for approximately 32% to 35% of our leased units in 2004 and 2005, respectively. As the general economy and the non-residential construction industry in our markets continued to recover, we repositioned some of our lease fleet units among our branch locations to meet growing demand. Our utilization levels increased throughout the year and averaged 82.9% during 2005. Since 1996, we have increased our total lease fleet from 13,600 units to 116,300 units, representing a CAGR of 26.9%. Our utilization is somewhat seasonal with the low realized in the first quarter and the high realized in the fourth quarter.

Results of Operations

The following table shows the percentage of total revenues represented by the key items that make up our statements of income; certain amounts may not add due to rounding:

	Year Ended December 31,
	2001			2002			2003			2004			2005
Revenues:
Leasing		86.9	%		87.3	%		87.7	%		89.0	%		91.0	%
Sales		12.7			12.0			11.8			10.7			8.5
Other		0.4			0.7			0.5			0.3			0.5
Total revenues		100.0			100.0			100.0			100.0			100.0
Costs and expenses:
Cost of sales		8.3			7.8			7.8			6.7			5.2
Leasing, selling and general expenses		49.9			52.8			54.7			53.9			52.8
Florida litigation expense		¾			1.0			5.8			––			––
Depreciation and amortization		6.4			6.3			6.8			6.8			6.2
Total costs and expenses		64.6			67.9			75.1			67.4			64.2
Income from operations		35.4			32.1			24.9			32.6			35.8
Other income (expense):
Other income		—			—			—			—			1.6
Interest expense		(8.7	)		(8.7	)		(11.1	)		(12.1	)		(11.2	)
Debt restructuring expense		¾			(1.0	)		(7.2	)		––			––
Income before provision for income taxes		26.7			22.4			6.6			20.5			26.2
Provision for income taxes		10.4			8.7			2.6			8.2			9.8
Net income		16.3	%		13.7	%		4.0	%		12.3	%		16.4	%

Twelve Months Ended December 31, 2005 Compared to Twelve Months Ended December 31, 2004

Total revenues in 2005 increased $38.8 million, or 23.1%, to $207.2 million from $168.3 million in 2004. Leasing of portable storage units and portable offices accounted for approximately 91.0% of total revenues during 2005. Leasing revenues in 2005 increased $38.7 million, or 25.8%, to $188.6 million from $149.9 million in 2004. This increase resulted primarily from a 7.4% increase in the average rental yield per unit and a 17.2% increase in the average number of units on lease. In 2005, our internal growth rate increased to approximately 25.3% as compared to approximately 16.0% in 2004. We define internal growth as the growth in lease revenues on a year-over-year basis at our branch locations in operation for at least one year, without inclusion of leasing revenue attributed to same-market acquisitions. During 2004, we saw a steady improvement in our internal growth rate from the previous year’s level. The internal growth rate peaked during the first quarter of 2005, but remained strong throughout the year. The internal growth rate during the four quarters of 2005 was 28.4%, 26.1%, 25.0% and 22.6%, respectively. We opened three new branches as start ups in 2005: Minneapolis, Minnesota, Indianapolis, Indiana, and Pensacola, Florida. We also completed one acquisition in 2005, and we consolidated the acquired business operations into our existing Columbus, Ohio branch. Sales of portable storage units have accounted for 8.5% and 10.7% in 2005 and 2004, respectively, of our total revenues. Other revenues, primarily related to our sales business and principally arising from transportation charges for the delivery of units sold and the sale of ancillary products represented 0.5% and 0.3% of total revenues in 2005 and 2004, respectively. Our revenues from the sale of portable storage units decreased $0.4 million, or 2.3%, to $17.5 million in 2005 from $17.9 million in 2004. Our leasing business continues to be our primary focus and has become an increasing part of our revenue mix over the past several years. As a percentage of total revenues, leasing revenues represented 91.0% in 2005 compared to 89.0% in 2004.

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Cost of sales is the cost to us of units we sold during the period. Cost of sales as a percentage of sales revenues decreased to 62.0% in 2005 from 63.4% in 2004. Our gross margin increased slightly in 2005 as compared to 2004, but it was at high levels during both periods.

Leasing, selling and general expenses increased $18.6 million, or 20.5%, to $109.3 million in 2005 from $90.7 million in 2004. Leasing, selling and general expenses, as a percentage of total revenues, were 52.8% and 53.9% in 2005 and 2004, respectively. Included in this 2005 expense is approximately $1.7 million of losses relating to physical damage of assets as a result of Hurricane Katrina. This amount represents our estimate of damages we sustained based on our current assessment, primarily at our New Orleans, Louisiana, branch and to units on lease at customer locations. This estimate is net of certain limited insurance reimbursements that we have already received under our insurance policies. Excluding the Hurricane Katrina-related expense, our leasing, selling and general expenses would have increased by $16.9 million, or 18.6%. As some of the new markets we entered in the past few years continue to mature, and as their revenues increase to cover our fixed expenses, those markets begin to contribute to our high margins on incremental lease revenues. Each additional unit on lease in excess of the break-even level contributes significantly to profitability. These economies of scale were offset to some extent by increases in certain expense levels. Payroll and related expenses increased by $4.2 million and included the increase in commissions we pay our sales personnel related to the increase in revenues of $38.8 million and general increases for 1,650 employees to support the growth of our leasing activities. Freight trucking expense increased by $2.8 million as we used more third-party vendors for the transportation of our units, particularly our modular office units (which are more expensive to transport), and due to the repositioning of some of our lease fleet units from city to city. We repositioned units to meet our customers’ demand by more efficiently using our existing resources, which also resulted in higher overall utilization rates. Repairs on our lease fleet increased by $2.5 million due to our increased maintenance efforts which were related to the increase in our overall utilization rates. Fuel expenses increased by $1.2 million due to fuel price increases and the increase in the number of deliveries and pick ups due to our larger fleet size and customer base. Repairs and maintenance of equipment increased by $0.9 million principally as a result of our preventative maintenance programs and general repairs associated with servicing a larger lease fleet. Insurance expense increased by $1.5 million for our policies related to our business and employees.

EBITDA increased $23.9 million, or 36.1%, to $90.2 million in 2005 from $66.3 million in 2004. EBITDA in 2005 includes the Hurricane Katrina-related expense of $1.7 million and the net proceeds of $3.2 million from a third-party settlement. Adjusted EBITDA, which excludes both the Hurricane Katrina expense and the proceeds from the settlement agreement, increased by $22.5 million, or 33.9%, to $88.8 million.

Depreciation and amortization expenses increased $1.4 million, or 12.5%, to $12.9 million in 2005 from $11.4 million in 2004. The higher depreciation was directly related to a larger fleet in 2005, which enabled us to achieve higher lease revenues. It includes the depreciation expenses associated with the refurbishment of portable storage units added to the lease fleet during 2005 and the inclusion in the lease fleet of additional wood modular offices which have a higher depreciation rate than our steel units. By increasing our overall utilization rate, we were able to grow revenues faster than we increased the size of our lease fleet. Since December 31, 2004, our lease fleet cost basis for depreciation increased by $105.0 million. See “Critical Accounting Policies and Estimates” within this Item 7.

Other income represents net proceeds of a settlement agreement pursuant to which a third party reimbursed us for a portion of losses sustained in two lawsuits that arose in connection with the acquisition in April 2000 of a portable storage business in Florida.

Interest expense increased $2.7 million, or 13.4%, to $23.2 million in 2005 from $20.4 million in 2004. Our monthly weighted average debt outstanding during 2005, compared to 2004, increased by 11.7%, primarily due to increased borrowings under our credit facility to fund part of the growth of our lease fleet during the year. The remainder of the growth of our lease fleet was funded by operating cash flow. The monthly weighted average interest rate on our debt was 7.6% for 2005 compared to 7.5% for 2004, excluding amortization of debt issuance costs. Taking into account the amortization of debt issuance costs, the monthly weighted average interest rate was 7.9% in 2005 and 7.8% in 2004. Our weighted average interest rate is slightly higher in 2005 primarily due to higher LIBOR rates in effect during 2005, partially offset by lower spreads from LIBOR on our line of credit due to improved leverage ratio. In addition, our weighted average interest rate is reduced as a larger percentage of our borrowing comes from our lower rate revolving line of credit. Interest costs include our Senior Notes that bear interest at 9.5% per annum, which is higher than the average borrowing rate under our revolving credit facility. The issuance of the Senior Notes provided the Company with additional liquidity in 2003. See “Liquidity and Capital Resources” within this Item 7.

Provision for income taxes was an effective tax rate of 37.3% for 2005 and 40.0% for 2004. While our blended federal and state tax rate approximates 38.5% in 2005, our effective rate was higher in 2004 due to higher expected state income taxes relating to possible losses of a portion of our state loss carryforwards. During 2005, our effective tax rate was lower due to a favorable change in our estimate of state tax losses and a partial reversal of the previous allowance established.

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At December 31, 2005, we had a federal net operating loss carryforward of approximately $52.2 million, which expires if unused from 2011 to 2024. In addition, we had net operating loss carryforwards in the various states in which we operate. We believe, based on internal projections, that we will generate sufficient taxable income needed to realize the corresponding federal and state deferred tax assets to the extent they are recorded as deferred tax assets in our balance sheet.

Net income in 2005 was $34.0 million, as compared to $20.7 million in 2004. In 2005, net income included an after-tax charge of approximately $1.0 million related to Hurricane Katrina expense and after-tax income of approximately $1.9 million related to the above-mentioned settlement agreement.

Twelve Months Ended December 31, 2004 Compared to Twelve Months Ended December 31, 2003

Total revenues in 2004 increased $21.8 million, or 14.9%, to $168.3 million from $146.6 million in 2003. Leasing of portable storage units and portable offices accounted for approximately 89.0% of total revenues during 2004. Leasing revenues in 2004 increased $21.4 million, or 16.6%, to $149.9 million from $128.5 million in 2003. This increase resulted primarily from a 4.1% increase in the average rental yield per unit and a 12.1% increase in the average number of units on lease. In 2004, our internal growth rate increased to approximately 16.0% as compared to approximately 7.4% in 2003. We define internal growth as the growth in lease revenues in markets opened for at least one year, excluding any growth arising as a result of additional acquisitions in those markets. The level of our internal growth rate in 2003 was principally due to general U.S. domestic economic weakness, particularly associated with the non-residential construction sector and particularly in several of our more established markets. Internal growth at many of our newer locations was strong during 2003. During 2004, we saw a steady improvement in our internal growth rate from the previous year’s level. The internal growth rate during the four quarters of 2004 was 7.8%, 14.9%, 17.7% and 22.2%, respectively. We completed only one small acquisition in Detroit, Michigan in 2004. Sales of portable storage units have accounted for 10.7% and 11.8% in 2004 and 2003, respectively, of our total revenues, and we generated less than 1.0% of our total revenues from other miscellaneous revenues, primarily related to our sales business and principally arising from transportation charges for the delivery of units sold and the sale of ancillary products. Our revenues from the sale of portable storage units increased $0.7 million, or 3.9%, to $17.9 million in 2004 from $17.2 million in 2003. This increase in sales revenue was due to an increase in both the price of steel and used steel containers, which we were able to pass on to customers who purchased our units, resulting in a higher price per unit sold. This price increase was almost completely offset by a lower volume of units sold, as the higher sales prices made it more attractive for customers to lease rather than buy containers.

Cost of sales is the cost to us of units we sold during the period. Cost of sales as a percentage of sales revenues decreased to 63.4% in 2004 from 66.6% in 2003. The higher profit margins in 2004 primarily related to our economies of scale associated with our higher number of units produced in 2004 resulting in lower manufacturing costs, partially offset by the increase in steel prices.

Leasing, selling and general expenses increased $10.6 million, or 13.2%, to $90.7 million in 2004 from $80.1 million in 2003. Leasing, selling and general expenses, as a percentage of total revenues, were 53.9% and 54.7% in 2004 and 2003, respectively. These expenses as a percentage of total revenue declined due to the operating leverage in the Company’s business model. As units on rent are added to existing branches, the growth in revenues far exceeds the growth in leasing, selling and general expenses related to the incremental lease revenue. These economies of scale were offset to some extent by increases in certain expense levels. Freight trucking expense increased by $2.1 million as we used more third-party vendors for the transportation of our units, particularly our modular office units (which are more expensive to transport), and due to the repositioning of some of our lease fleet units from city to city. We repositioned units to meet our customers’ demand by more efficiently using our existing resources, which also resulted in higher overall utilization rates. Repairs on our lease fleet increased by $1.7 million due to our increased maintenance efforts which were related to the increase in our overall utilization rates. Fuel expenses increased by $0.8 million due to fuel price increases and the increase in the number of deliveries and pick ups due to our larger fleet size and customer base. Repairs and maintenance of equipment increased by $0.7 million principally as a result of our preventative maintenance programs and general repairs associated with servicing a larger lease fleet. Real estate rent expense increased by $0.6 million for the lease properties obtained in our two acquisitions in 2003 and 2004, new properties and lease renewals at certain of our branch locations and the general inflationary index clauses in our lease agreements.

Florida litigation expense in 2003 relates to litigation and related costs incurred in connection with litigation which was concluded in 2003.

EBITDA in 2004 was $66.3 million. In 2003, EBITDA was $46.5 million, which included the effect of $8.5 million of Florida litigation expense. EBITDA increased in 2004 by 42.7%; adjusted EBITDA increased in 2004 by approximately 20.6%.

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Depreciation and amortization expenses increased $1.4 million, or 14.0%, to $11.4 million in 2004 from $10.0 million in 2003. The higher depreciation was directly related to a larger fleet in 2004, which enabled us to achieve higher lease revenues, includes the depreciation expenses associated with the refurbishment of portable storage units added to the lease fleet during 2004 and the inclusion in the lease fleet of additional wood modular offices which have a higher depreciation rate than our steel units. By increasing our overall utilization rate, we were able to grow revenues faster than we increased the size of our lease fleet. Since December 31, 2003, our lease fleet cost basis for depreciation increased by $77.7 million. See “Critical Accounting Policies and Estimates” within this Item 7.

Interest expense increased $4.1 million, or 25.4%, to $20.4 million in 2004 from $16.3 million in 2003. Our average debt outstanding during 2004, compared to 2003, increased by 14.8%, primarily due to increased borrowings under our credit facility to fund the growth of our lease fleet during the year. The increase in interest expense includes the higher interest cost associated with our Senior Notes, which effectively increased the weighted average interest rate on our debt to 7.5% for 2004 from 6.8% for 2003, excluding amortization of debt issuance costs. Taking into account the amortization of debt issuance costs, the weighted average interest rate was 7.8% in 2004 and 7.1% in 2003. Our weighted average interest rate is higher in 2004 due to the full year effect of the higher interest rate on the Senior Notes, which were issued at the end of June 2003. Our Senior Notes bear interest at 9.5% per annum, which is higher than the average borrowing rate under our revolving credit facility. On an annualized basis, the additional interest cost incurred under the Senior Notes versus the senior secured credit facility, which was our sole source of borrowing prior to our issuance of the Senior Notes, was approximately $6 million based on floating rates and swap rates in effect at the time the transaction was concluded. However, the issuance of the Senior Notes in 2003 provided the Company a great deal of additional liquidity. See “Liquidity and Capital Resources” within this Item 7.

Debt restructuring expense in 2003 was $10.4 million and includes the termination expenses (approximately $8.7 million) related to unwinding certain interest rate swap agreements relating to debt repaid with the proceeds from our sale during June 2003 of $150.0 million of Senior Notes and the write off of certain capitalized debt issuance costs (approximately $1.7 million) associated with our revolving credit agreement before it was amended and restated in June 2003.

Provision for income taxes was an annual effective tax rate of 40.0% for 2004 and 39.0% for 2003. The increase in our effective tax rate was primarily due to higher expected state income taxes relating to possible losses of a portion of our state loss carryforwards. At December 31, 2004, we had a federal net operating loss carryforward of approximately $61.3 million, which expires if unused from 2009 to 2024. In addition, we had net operating loss carryforward in the various states in which we operate.

Net income in 2004 was $20.7 million, as compared to $5.9 million in 2003. In 2003, net income included after-tax charges of $5.2 million related to Florida litigation expense and after-tax charges of $6.4 million related to debt restructuring expense.

Liquidity and Capital Resources

Liquidity Summary

Over the past several years, we have financed an increasing portion of our capital needs, most of which are discretionary and are used principally to acquire additional units for the lease fleet, through working capital and funds generated from operations. Leasing is a capital intensive business that requires us to acquire assets before they generate revenues, cash flow and earnings. The assets which we lease have very long useful lives and require relatively little recurrent maintenance expenditures. Most of the capital we deploy into our leasing business has been used to expand our operations geographically, to increase the number of units available for lease at our leasing locations, and to add to the mix of products we offer. During recent years our operations have generated annual cash flow that exceeds our pre-tax earnings, particularly due to the deferral of income taxes caused by accelerated depreciation that is used for tax accounting.

During the past two years, the portion of our capital expenditures not funded by operating cash flow has been funded primarily through borrowings under our revolving credit facility. Our operating cash flow is, in general, weakest during the first quarter of each fiscal year, when customers who leased containers for holiday storage return the units. At December 31, 2005, we had unused borrowing availability of approximately $88.5 million under our then existing $250.0 million revolving credit facility. Our net borrowings outstanding under our revolving credit facility increased by $32.0 million, from $125.9 million at December 31, 2004, to $157.9 million at December 31, 2005. The additional borrowings were used in conjunction with cash provided by operating activities to fund the $105.0 million increase in our lease fleet during the year ended December 31, 2005.

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At the end of December 31, 2005, we had a $250.0 million senior secured revolving line of credit with a group of lenders that was scheduled to mature in February 2008. On February 17, 2006, we modified the credit agreement by entering into a Second Amended and Restated Loan and Security Agreement with lenders that provides a five-year $350.0 million senior secured revolving credit facility, which is scheduled to mature in February 2011. We may also, at our option and without lenders’ consent, increase available borrowings under the credit facility by an additional $75.0 million during the term of the agreement.

Operating Activities. Our operations provided net cash flow of $69.2 million in 2005 compared to $40.3 million in 2004 and $40.7 million in 2003. The $28.9 million increase in 2005 over 2004 in cash provided by operating activities was due primarily to our increased net income and the deferral of the income taxes related to that income. In addition, operating cashflow was enhanced by increases in accounts payable and accrued liabilities, partially offset by increases in accounts receivables and in inventory (primarily raw materials and supplies and units held for sale or refurbishment). Cash generated by operations in 2004 was negatively impacted by the payment of $8.0 million Florida litigation judgment. Cash provided by operating activities is enhanced by the rapid tax depreciation rate of our assets and our federal and state net operating loss carryforwards, which minimizes our tax payments at this time. At December 31, 2005, we had a federal net operating loss carryforward of approximately $52.2 million and a deferred tax liability of $75.3 million.

Investing Activities. Net cash used in investing activities was $113.3 million in 2005, $80.5 million in 2004 and $55.3 million in 2003. In 2005, $7.0 million of cash was paid for acquisition of a business, compared to $1.3 million in 2004 period and $1.7 million in 2003. Capital expenditures for our lease fleet, net of proceeds from sale of lease fleet units, were $100.0 million for 2005, $74.7 million for 2004 and $49.7 million in 2003. Capital expenditures increased during 2005 due to an increase in demand which required us to purchase and refurbish more containers and offices than in 2004 and due to an increase in the cost of used shipping containers and modular offices, as well as the price of raw materials, especially steel. During the past several years we have increased the customization of our fleet, enabling us to differentiate our product from our competitors’ product, and we have complimented our lease fleet by adding wood mobile offices. Capital expenditures for property, plant and equipment, net of proceeds from sale of property, plant and equipment, were $6.4 million in 2005, $4.7 million in 2004 and $4.5 million in 2003. The amount of cash that we use during any period in investing activities is almost entirely within management’s discretion. Mobile Mini has no contracts or other arrangements pursuant to which we are required to purchase a fixed or minimum amount of goods or services in connection with any portion of our business. Maintenance capital expenditures is the cost to replace old forklifts, trucks and trailers that we use to move and deliver our products to our customers, and for enhancements to our computer information systems. Our maintenance capital expenditures were approximately $1.9 million, $2.5 million and $3.0 million in 2005, 2004 and 2003, respectively.

Financing Activities. Net cash provided by financing activities was $43.3 million in 2005, $40.6 million in 2004, and $12.7 million in 2003. During 2005, we primarily relied on cash provided by operations as well as our credit facility to provide the additional cash needed to fund the growth of our lease fleet. Additionally, we received $11.7 million, $4.4 million and $0.1 million from the exercises of employee stock options and the related tax benefits in 2005, 2004 and 2003, respectively. In 2005, we received approximately $3.2 million in net proceeds from a settlement agreement and in 2004, we funded the Florida litigation judgment of approximately $8.0 million. In 2003, Mobile Mini completed an offering of $150.0 million of 9.5% Senior Notes due 2013. The net proceeds of the Senior Notes offering were used in part to unwind certain interest rate swap agreements (approximately $8.7 million) that had been entered into to hedge floating rate indebtedness outstanding under the revolving credit facility prior to the transaction, and the remainder of the net proceeds was used to repay borrowings outstanding under the revolving credit facility. As of December 31, 2005, we had $157.9 million of borrowings outstanding under our credit facility, and approximately $88.5 million of additional borrowings were available to us under the facility. As of March 3, 2006, our borrowings outstanding under our credit facility were approximately $174.8 million. This increase is primarily due to the semi-annual interest payment of $7.1 million under the Senior Notes in January 2006 and obligations that were due during the first quarter of 2006 as well as the amendment to our credit facility which increased our available borrowing capacity.

The interest rate under our revolving credit facility is based on our ratio of funded debt to earnings before interest expense, taxes, depreciation and amortization, debt restructuring expenses. The interest rate, as calculated at December 31, 2005 under the $250.0 million credit facility was, at our election, either the LIBOR (London Interbank Offered Rate) rate plus 1.75% or the prime rate, subject to certain conditions.

On February 17, 2006, we amended our $250.0 million revolving credit facility through a modification of the credit facility which, among other things, increased the amount of the facility to $350.0 million. The initial borrowing rate under the modified credit facility is LIBOR plus 1.50% per annum or the prime rate less 0.25% per annum, whichever we elect.

Loans under the modified $350.0 million revolving credit facility bear interest at a rate based, at our option and subject to our leverage ratio, on either (1) the prime rate plus a spread ranging from -0.25% (negative) to 0.25%, or (2) LIBOR, plus a spread ranging from

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1.25% to 2.00%. Interest on outstanding borrowings is payable monthly or, with respect to LIBOR borrowings, either quarterly or on the last day of the applicable interest period (whichever is more frequent). In addition to paying interest on any outstanding principal amount, we pay an unused revolving credit facility fee to the senior lenders equal to a range of 0.25% to 0.375% per annum on the unused daily balance of the revolving credit commitment, payable monthly in arrears, based upon the actual number of days elapsed in a 360 day year. For each letter of credit we issue, we pay (i) a per annum fee equal to the margin over the LIBOR rate from time to time in effect, (ii) a fronting fee on the aggregate outstanding stated amounts of such letters of credit, plus (iii) customary administrative charges.

All of our obligations under the revolving credit facility are guaranteed jointly and severally by each of our subsidiaries. The revolving credit facility and the related guarantees are secured by substantially all of our assets and all assets of each guarantor, including but not limited to (i) a first-priority pledge of all of the outstanding capital stock or other ownership interest owned by us and each guarantor and (ii) first-priority security interests in all of our tangible and intangible assets and the tangible and intangible assets of each guarantor (in each case, other than certain equipment assets subject to capitalized lease obligations). As of December 31, 2005, we had no capital lease obligations.

Our $350.0 million credit agreement imposes some material covenants that restrict us in the conduct of our business, as long as we are not in default under the agreement and we maintain borrowing availability in excess of certain pre-determined levels (generally between $35.0 million and $75.0 million). If our borrowing availability is below a specified level, the credit facility triggers covenants restricting (or in some cases, further restricting) our ability to, among other things: (i) declare cash dividends, or redeem or repurchase our capital stock in excess of $10.0 million; (ii) prepay, redeem or purchase other debt; (iii) incur liens; (iv) make loans and investments; (v) incur additional indebtedness; (vi) amend or otherwise alter debt and other material agreements; (vii) make capital expenditures; (viii) engage in mergers, acquisitions and asset sales; (ix) transact with affiliates; and (x) alter the business we conduct. We also must comply with specified financial covenants and affirmative covenants. Should we fall below specified borrowing availability levels, then these financial covenants would set maximum permitted values for our leverage ratio, fixed charge coverage ratio and our minimum required utilization rates. On February 17, 2006, the effective date of our $350.0 million credit facility, we had approximately $172.5 million of additional borrowing availability. Our compliance with financial covenants is measured as of the last day of each fiscal quarter. Under the terms of the revolving credit facility agreement in place at year end, we were in compliance with all the covenants at December 31, 2005.

Events of default under the $350.0 million revolving credit facility include, but are not limited to, (i) our failure to timely pay principal or interest under the facility when due, (ii) our material breach of any representations or warranty, (iii) covenant defaults, (iv) events of bankruptcy, (v) cross default under certain other debt instruments, (vi) certain unsatisfied final judgments over a stated threshold amount, and (vii) a change of control.

Prior to June 2003, we entered into interest rate swap agreements under which we effectively fixed the interest rate payable on $135.0 million of borrowings under our credit facility so that the rate is based upon a spread from fixed rates, rather than a spread from the LIBOR rate. In June 2003, in conjunction with our sale of our Senior Notes and the amendment of our credit facility, we terminated $110.0 million of these swap agreements. Accounting for these swap agreements is covered by Statement of Financial Accounting Standard (SFAS) No. 133, and pursuant to SFAS No. 133, the swap termination resulted in a charge to net income of approximately $5.3 million, net of an income tax benefit of approximately $3.4 million at June 30, 2003. At December 31, 2004 and 2003, we had one interest rate swap agreement for $25.0 million of debt. In January 2005, we entered into another interest rate swap agreement for an additional $25.0 million of debt. At December 31, 2005, a majority of our outstanding indebtedness bears interest at fixed rates (or the rate is effectively fixed due to a swap agreement), and approximately $107.9 million of borrowings under our credit facility are variable rate.

Mobile Mini believes that it has sufficient borrowings available under the $350.0 million credit facility to provide for its foreseeable capital needs over the next 12 to 36 months, with the duration dependent in large part upon the balance between the internal growth rates achieved during 2006 and subsequent periods and the expenses of entry into additional markets during the period, which will be the main determinant of how quickly the company uses its additional borrowing capacity under the revolving credit facility.

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Contractual Obligations and Commitments

Our contractual obligations primarily consist of our outstanding balance under our secured revolving credit facility and $150.0 million of unsecured Senior Notes, together with other notes payable obligations both secured and unsecured. We also have operating lease commitments for: 1) real estate properties for the majority of our branches with remaining lease terms on our major leased properties ranging from one to ten years; 2) delivery, transportation and yard equipment, typically under a five-year lease with purchase options at the end of the lease term at a stated or fair market value price; and 3) other equipment, primarily office machines.

In connection with the issuance of our insurance policies, we have provided our various insurance carriers approximately $3.6 million in letters of credit and an agreement under which we are contingently responsible for $2.3 million to provide credit support for our payment of the deductibles and/or loss limitation reimbursements under the insurance policies.

We currently do not have any obligations under purchase agreements or commitments. Historically, we enter into capitalized lease obligations from time to time to purchase delivery, transportation and yard equipment, but currently have no commitments recorded as a capital lease.

The table below provides a summary of our contractual commitments as of December 31, 2005. The operating lease amounts include the extended terms on real estate lease option renewals on those properties we currently anticipate to exercise in 2006.

			Payments due by period
			Less than						More than
	Total		1 year		1-3 years		3-5 years		5 years
					(In thousands)
Revolving credit facility	$	157,926	$	—	$	157,926	$	—	$	—
Scheduled interest payment obligations under our revolving credit facility (1)		20,771		9,609		11,162		—		—
Senior Notes		150,000		—		—		—		150,000
Scheduled interest payment obligations under our Senior Notes (2)		114,000		14,250		28,500		28,500		42,750
Other long-term debt		659		659		—		—		—
Scheduled interest payment obligations under our long-term debt (2)		12		12		—		—		—
Operating Leases		27,850		6,355		9,904		5,435		6,156
Total contractual obligations	$	471,218	$	30,885	$	207,492	$	33,935	$	198,906

(1)	Scheduled interest rate obligations under our revolving credit facility were calculated using our weighted average rate of 6.1% at December 31, 2005. Our revolving credit facility is subject to a variable rate of interest. The weighted average interest rate is inclusive of our fixed rates swap agreements.
(2)	Scheduled interest rate obligations under our Senior Notes and other long-term debt were calculated using stated rates.

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Off-Balance Sheet Transactions

Mobile Mini does not maintain any off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on Mobile Mini’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Seasonality

Demand from some of our customers is somewhat seasonal. Demand for leases of our portable storage units by large retailers is stronger from September through December because these retailers need to store more inventory for the holiday season. Our retail customers usually return these leased units to us early in the following year. This causes lower utilization rates for our lease fleet and a marginal decrease in cash flow during the first quarter of the year.

Critical Accounting Policies, Estimates and Judgments

Our significant accounting policies are disclosed in Note 1 to our consolidated financial statements. The following discussion addresses our most critical accounting policies, some of which require significant judgment.

Mobile Mini’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the reporting period. These estimates and assumptions are based upon our evaluation of historical results and anticipated future events, and these estimates may change as additional information becomes available. The Securities and Exchange Commission defines critical accounting policies as those that are, in management’s view, most important to our financial condition and results of operations and those that require significant judgments and estimates. Management believes that our most critical accounting policies relate to:

Revenue Recognition. Lease and leasing ancillary revenues and related expenses generated under portable storage units and office units are recognized monthly on a straight-line basis. Revenues and expenses from portable storage unit delivery and hauling are recognized when these services are billed, in accordance with SAB No. 104. We recognize revenues from sales of containers and mobile office units upon delivery when the risk of loss passes and collectibility is reasonably assured. The Company sells its products pursuant to sales contracts stating the fixed sales price with its customers.

Allowance for Doubtful Accounts. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We establish and maintain reserves against estimated losses based upon historical loss experience and evaluation of past due accounts agings. Management reviews the level of the allowances for doubtful accounts on a regular basis and adjusts the level of the allowances as needed. If we were to increase the factors used for our reserve estimates by 25%, it would have the following approximate effect on our net income and diluted earnings per share at December 31, as follows:

	Years ended December 31,
	2004		2005
	(In thousands except per share data)
As reported:
Net income	$	20,659	$	33,988
Diluted earnings per share	$	0.70	$	1.10
As adjusted for hypothetical change in reserve estimates:
Net income	$	20,341	$	33,569
Diluted earnings per share	$	0.69	$	1.09

If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

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Impairment of Goodwill . We assess the impairment of goodwill and other identifiable intangibles on an annual basis or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Some factors we consider important which could trigger an impairment review include the following:

• Significant under-performance relative to historical, expected or projected future operating results;

• Significant changes in the manner of our use of the acquired assets or the strategy for our overall business;

• Our market capitalization relative to net book value, and

• Significant negative industry or general economic trends.

We operate in one reportable segment, which is comprised of one reporting unit and pursuant to SFAS No. 142, all of our goodwill has been assigned to the enterprise as a whole. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, on January 1, 2002, we ceased amortizing goodwill arising from acquisitions completed prior to July 1, 2001. We tested goodwill for impairment using the two-step process prescribed in SFAS No. 142. The first step is a screen for potential impairment, while the second step measures the amount of the impairment, if any. We performed the annual required impairment tests for goodwill at December 31, 2003, December 31, 2004 and December 31, 2005, and determined that the carrying amount of goodwill was not impaired as of those dates. We will continue to perform this test in the future as required by SFAS No. 142.

Impairment Long-Lived Assets. We review property, plant and equipment and intangibles with finite lives (those assets resulting from acquisitions) for impairment when events or circumstances indicate these assets might be impaired. We test impairment using historical cash flows and other relevant facts and circumstances as the primary basis for its estimates of future cash flows. This process requires the use of estimates and assumptions, which are subject to a high degree of judgment. If these assumptions change in the future, whether due to new information or other factors, we may be required to record impairment charges for these assets.

Depreciation Policy. Our depreciation policy for our lease fleet uses the straight-line method over our units’ estimated useful life, after the date that we put the unit in service. Our steel units are depreciated over 25 years with an estimated residual value of 62.5%. Wood offices units are depreciated over 20 years with an estimated residual value of 50%. Van trailers, which are a small part of our fleet, are depreciated over 7 years to a 20% residual value. Van trailers are only added to the fleet as a result of acquisitions of portable storage businesses.

In 2004, our depreciation policy on our steel units was modified to increase the useful life to 25 years (from 20 years), and to decrease the residual value to 62.5% (from 70%), which effectively resulted in continued depreciation on steel units for five additional years at the same annual rate (1.5%). This change was made to reflect that some of our steel units have now been in our lease fleet longer than 20 years and these units continue to be effective income producing assets that do not show signs of reaching the end of their useful life. The depreciation policy is supported by our historical lease fleet data that shows we have been able to retain comparable rental rates and sales prices irrespective of the age of the unit in our container lease fleet.

35

We periodically review our depreciation policy against various factors, including the results of our lenders’ independent appraisal of our lease fleet, practices of the larger competitors in our industry, profit margins we are achieving on sales of depreciated units and lease rates we obtain on older units. If we were to change our depreciation policy on our steel units from 62.5% residual value and a 25-year life to a lower or higher residual and a shorter or longer useful life, such change could have a positive, negative or neutral effect on our earnings, with the actual effect being determined by the change. For example, a change in our estimates used in our residual values and useful life on our steel units would have the following approximate effect on our net income and diluted earnings per share as reflected in the table below.

				Useful
	Residual			Life In
	Value			Years		2004		2005
						(In thousands except per share data)
As Reported:		62.5	%		25
Net income						$	20,659	$	33,988
Diluted earnings per share						$	0.70	$	1.10
As adjusted for change in estimates:		70	%		20
Net income						$	20,659	$	33,991
Diluted earnings per share						$	0.70	$	1.10
As adjusted for change in estimates:		50	%		20
Net income						$	18,492	$	31,352
Diluted earnings per share						$	0.63	$	1.02
As adjusted for change in estimates:		40	%		40
Net income						$	20,659	$	33,988
Diluted earnings per share						$	0.70	$	1.10
As adjusted for change in estimates:		30	%		25
Net income						$	17,842	$	30,555
Diluted earnings per share						$	0.60	$	0.99
As adjusted for change in estimates:		25	%		25
Net income						$	17,409	$	30,027
Diluted earnings per share						$	0.59	$	0.97

Insurance Reserves. Our worker’s compensation, auto and general liability insurance is purchased under large deductible programs. Our current per incident deductibles are: worker’s compensation $250,000, auto $100,000 and general liability $100,000. We provide for the estimated expense relating to the deductible portion of the individual claims. However, we generally do not know the full amount of our exposure to a deductible in connection with any particular claim during the fiscal period in which the claim is incurred and for which we must make an accrual for the deductible expense. We make these accruals based on a combination of the claims development experience of our staff and our insurance companies, and, at year end, the accrual is reviewed and adjusted, in part, based on an independent actuarial review of historical loss data and using certain actuarial assumptions followed in the insurance industry. A high degree of judgment is required in developing these estimates of amounts to be accrued, as well as in connection with the underlying assumptions. In addition, our assumptions will change as our loss experience is developed. All of these factors have the potential for significantly impacting the amounts we have previously reserved in respect of anticipated deductible expenses, and we may be required in the future to increase or decrease amounts previously accrued.

Contingencies. We are a party to various claims and litigation in the normal course of business. Management’s current estimated range of liability related to various claims and pending litigation is based on claims for which our management can determine that it is probable (as that term is defined in SFAS No. 5) that a liability has been incurred and the amount of loss can be reasonably estimated. Because of the uncertainties related to both the probability of incurred and possible range of loss on pending claims and litigation, management must use considerable judgment in making reasonable determination of the liability that could result from an unfavorable outcome. As additional information becomes available, we will assess the potential liability related to our pending litigation and revise our estimates. Such revisions in our estimates of the potential liability could materially impact our results of operation. We do not anticipate the resolution of such matters known at this time will have a material adverse effect on our business or consolidated financial position.

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Deferred Taxes. In preparing our Consolidated Financial Statements, we recognize income taxes in each of the jurisdictions in which we operate. For each jurisdiction, we estimate the actual amount of taxes currently payable or receivable as well as deferred tax assets and liabilities attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance is provided for those deferred tax assets for which it is more likely than not that the related benefits will not be realized. In determining the amount of the valuation allowance, we consider estimated future taxable income as well as feasible tax planning strategies in each jurisdiction. If we determine that we will not realize all or a portion of our deferred tax assets, we will increase our valuation allowance with a charge to income tax expense. Conversely, if we determine that we will ultimately be able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced with a credit to income tax expense.

At December 31, 2005, we have a minimal valuation allowance and have $27.1 million of deferred tax assets included within the net deferred tax liability on our balance sheet. The majority of deferred tax asset relates to federal net operating loss carryforwards that have future expiration dates. Management currently believes that adequate future taxable income will be generated through future operations and/or through available tax planning strategies to recover these assets. However, given that these loss carryforwards that give rise to the deferred tax asset expire over 20 years beginning in 2011, there could be changes in management’s judgment in future periods with respect to the recoverability of these assets. As of December 31, 2005, management believes that it is more likely than not that the unreserved portion of these deferred tax assets will be recovered.

Recent Accounting Pronouncements

SFAS No. 123 (Revised 2004) (SFAS No. 123(R)), Share-Based Payment, was issued in December 2004. SFAS No. 123(R) is a revision of SFAS No. 123 and supersedes APB Opinion No. 25, and its related implementation guidance, which allowed companies to use the intrinsic method of valuing share-based payment transactions. SFAS No. 123(R) focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payments transactions. SFAS No. 123(R) requires the measurement and recording of the cost of employee services received in exchange for awards of equity instruments, including grants of employee stock options, to be based on the fair value of the award on the date of the grant. Pro forma disclosure is no longer an alternative. The cost will be recognized over the period during which an employee is required to provide service in exchange for the award. As required, we adopted this statement effective as of January 1, 2006. Due to the complexities and estimates required under the new standard, the Company is still evaluating the expected impact in terms of both additional expense and the related per-share impact.

SFAS No. 123(R) allows for either modified prospective recognition of compensation expense or modified retrospective recognition. Under the modified prospective method, compensation cost is recognized beginning with the effective date of SFAS No. 123(R) based on the requirements of (a) SFAS No. 123(R) for all share-based payments granted after the effective date and (b) SFAS No. 123 for all awards granted to employees prior to the effective date of SFAS No. 123(R) that remain unvested on the effective date. The modified retrospective method includes the requirements of the modified prospective method described above, but also permits entities to restate, based on the amounts previously recognized under SFAS No. 123 for purposes of pro forma disclosures, either (a) all prior periods presented or (b) prior interim periods of the year of adoption. The Company plans to apply this standard using the modified-prospective method.

As permitted by SFAS No. 123, we currently account for share-based payments to employees using the intrinsic value method, and, as such, generally recognize no compensation cost for employee stock options. Accordingly, the adoption of SFAS No. 123(R)’s fair value method will have an effect on our results of operations, although it will have no impact on our overall financial condition. Actual share-based compensation expense in fiscal 2006 will depend on a number of factors, including the amount of the new awards granted in 2006, the fair value of those awards at the date of the grant, the fair value of the Company’s stock and estimates of expected forfeitures for all awards that are unvested at the date of adoption. SFAS No. 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flow and increase net financing cash flow in periods after adoption to the extent actual current tax benefits are realized from option exercises.

SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4, was issued in November 2004. SFAS No. 151 clarifies that abnormal amounts of idle facility expense, freight, handling costs and spoilage should be expensed as incurred and not included in overhead. Further, SFAS No. 151 requires the allocation of fixed production overheads to inventory costs be based on the normal

37

capacity of the production facilities. The provisions of SFAS No. 151 are effective for fiscal years beginning after June 15, 2005. We do not expect the adoption of SFAS No. 151 to have a material effect on our results of operations or financial condition.

SFAS No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20, Accounting Changes, and Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, was issued in May 2005. SFAS No. 154 changes the requirements for the accounting and reporting of a change in accounting principle. Previously, most voluntary changes in accounting principles were recognized by way of a cumulative effect adjustment within net income during the period of the change. SFAS No. 154 requires retrospective application to prior periods’ financial statements, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS No. 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005. However, the Statement does not change the transition provisions of any existing accounting pronouncements. We do not expect the adoption of SFAS No. 154 to have a material effect on our results of operations or financial condition.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Interest Rate Swap Agreement. We seek to reduce earnings and cash flow volatility associated with changes in interest rates through a financial arrangement intended to provide a hedge against a portion of the risks associated with such volatility. We continue to have exposure to such risks to the extent they are not hedged.

Interest rate swap agreements are the only instruments we use to manage interest rate fluctuations affecting our variable rate debt. At December 31, 2005, we had two interest rate swap agreements under which we pay a fixed rate and receive a variable interest rate on $50.0 million of debt. In 2005, in accordance with SFAS No. 133, comprehensive income included $0.7 million, net of income tax expense of $0.4 million, related to the fair value of our interest rate swap agreements. We enter into derivative financial arrangements only to the extent that the arrangement meets the objectives described, and we do not engage in such transactions for speculative purposes.

The following table sets forth the scheduled maturities and the total fair value of our debt portfolio:

													Total at			Total Fair Value
	At December 31,												December 31,			at December 31,
	2006		2007		2008		2009		2010		Thereafter		2005			2005
	(In thousands, except percentages)
Debt:
Fixed rate	$	659	$	—	$	—	$	—	$	—	$	150,000	$	150,659		$	165,472
Average interest rate														9.44	%
Floating rate(1)	$	—	$	—	$	157,926	$	—	$	—	$	—	$	157,926		$	157,926
Average interest rate														6.08	%
Operating leases:	$	6,355	$	5,407	$	4,497	$	3,479	$	1,956	$	6,156	$	27,850

⁽¹⁾ Included in our floating rate line of credit facility are $50.0 million of fixed-rate swap agreements with a weighted average interest rate of 3.70% that mature in 2008.

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On February 17, 2006, we amended our credit facility which among other things, increased our borrowing capacity, reduced our interest rate and extended the terms of the agreement. The table below represents, on a pro forma basis, the scheduled maturities and the total fair value of our debt portfolio after giving effect to the terms of the amended agreement under the credit facility:

													Total at			Total Fair Value
	Pro forma at December 31,												December 31,			at December 31,
	2006		2007		2008		2009		2010		Thereafter		2005			2005
	(In thousands, except percentages)
Debt:
Fixed rate	$	659	$	—	$	—	$	—	$	—	$	150,000	$	150,659		$	165,472
Average interest rate														9.44	%
Floating rate(1)	$	—	$	—	$	—	$	—	$	—	$	157,926	$	157,926		$	157,926
Average interest rate														5.83	%
Operating leases:	$	6,355	$	5,407	$	4,497	$	3,479	$	1,956	$	6,156	$	27,850

⁽¹⁾ Included in our floating rate line of credit facility are $50.0 million of fixed-rate swap agreements with a weighted average interest rate of 3.70% that mature in 2008.

Impact of Foreign Currency Rate Changes. We currently have branch operations in Toronto, Canada, and we invoice those customers primarily in the local currency, the Canadian Dollar, under the terms of our lease agreements with those customers. We are exposed to foreign exchange rate fluctuations as the financial results of our Canadian branch operation are translated into U.S. dollars. The impact of foreign currency rate changes has historically been insignificant.

Caution Respecting Forward-Looking Statements

Our disclosure and analysis in this report contains forward-looking information about our Company’s financial results and estimates and our business prospects that involve substantial risks and uncertainties. From time to time, we also may provide oral or written forward-looking statements in other materials we release to the public. Forward-looking statements are expressions of our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historic or current facts. They include words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Among the factors that could cause actual results to differ materially are the following:

• our ability to manage our planned growth, both internally and at new branches

• competitive developments affecting our industry, including pricing pressures in newer markets

• economic slowdown that affects any significant portion of our customer base, including economic slowdown in areas of limited geographic scope if markets in which we have significant operations are impacted by such slowdown

• the timing and number of new branches that we open or acquire

• changes in the supply and price of used ocean-going containers

• changes in the supply and cost of the raw materials we use in manufacturing storage units

• legal defense costs, insurance expenses, settlement costs and the risk of an adverse decision or settlement related legal proceedings

• our ability to protect our patents and other intellectual property

• interest rate fluctuations

• governmental laws and regulations affecting domestic and foreign operations, including tax obligations

• changes in generally accepted accounting principles

• any changes in business, political and economic conditions due to the threat of future terrorist activity in the U.S. and other parts of the world, and related U.S. military action overseas

• increases in costs and expenses, including costs of raw materials

We cannot guarantee any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown

39

risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements.

We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our Form 10-Q, 8-K and 10-K reports to the Securities and Exchange Commission. Our Form 10-K lists and discusses (in “Item 1. Business”) various important factors that could cause actual results to differ materially from expected and historic results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. Readers can find them in Item 1 of this report under the heading “Cautionary Factors That May Affect Future Operating Results.” You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties. You may obtain a copy of our Form 10-K by requesting it from the Company’s Investor Relations Department at (480) 894-6311 or by mail to Mobile Mini, Inc., 7420 S. Kyrene Rd., Suite 101, Tempe, Arizona 85283. Our filings with the SEC, including the Form 10-K, may be accessed through Mobile Mini’s web site at www.mobilemini.com and at the SEC’s web site at http://www.sec.gov. Material on our web site is not incorporated in this report, except by express incorporation by reference herein.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

Management’s Report on Internal Control Over Financial Reporting	42
Reports of Independent Registered Public Accounting Firm	43
Consolidated Balance Sheets – December 31, 2004 and 2005	45
Consolidated Statements of Income – For the Years Ended December 31, 2003, 2004 and 2005	46
Consolidated Statements of Stockholders’ Equity – For the Years Ended December 31, 2003, 2004 and 2005	47
Consolidated Statements of Cash Flows – For the Years Ended December 31, 2003, 2004 and 2005	48
Notes to Consolidated Financial Statements	49

41

Management’s Report on Internal Control Over Financial Reporting

To the Shareholders of Mobile Mini, Inc.,

The management of Mobile Mini, Inc., is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, our controls and procedures may not prevent or detect misstatements. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the controls system are met. Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Under the supervision and with the participation of management, we assessed the effectiveness of our internal control over financial reporting based on the criteria in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the criteria in Internal Control – Integrated Framework, we concluded that our internal control over financial reporting was effective as of December 31, 2005.

Management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2005 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

/s/ Steven G. Bunger  

Steven G. Bunger 

Chief Executive Officer
Mobile Mini, Inc. 

/s/ Lawrence Trachtenberg  

Lawrence Trachtenberg 

Executive Vice President and
Chief Financial Officer
Mobile Mini, Inc. 

42

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Mobile Mini, Inc.

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Mobile Mini, Inc. maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Mobile Mini, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that Mobile Mini, Inc. maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Mobile Mini, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December 31, 2005 and 2004, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2005 of Mobile Mini, Inc., and our report dated March 14, 2006 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP  

Phoenix, Arizona
March 14, 2006

43

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Mobile Mini, Inc.

We have audited the accompanying consolidated balance sheets of Mobile Mini, Inc. as of December 31, 2005 and 2004, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2005. Our audit also included the financial statement schedule listed in Item 15(a)(2). These consolidated financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Mobile Mini, Inc. at December 31, 2005 and 2004, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Mobile Mini, Inc.’s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control¯Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 14, 2006 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Phoenix, Arizona
March 14, 2006

44

MOBILE MINI, INC.

CONSOLIDATED BALANCE SHEETS
(In thousands except per share data)

	December 31,
	2004		2005
ASSETS
Cash	$	759	$	207
Receivables, net of allowance for doubtful accounts of $2,701 and $3,234, respectively		19,218		24,538
Inventories		17,323		23,490
Lease fleet, net		454,106		550,464
Property, plant and equipment, net		34,320		36,048
Deposits and prepaid expenses		7,165		7,669
Other assets and intangibles, net		6,126		6,230
Goodwill		53,129		56,311
Total assets	$	592,146	$	704,957
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable	$	8,900	$	17,481
Accrued liabilities		30,038		35,576
Line of credit		125,900		157,926
Notes payable		1,144		659
Senior Notes		150,000		150,000
Deferred income taxes		59,795		75,340
Total liabilities		375,777		436,982
Commitments and contingencies
Stockholders’ equity:
Common stock; $0.01 par value, 95,000 shares authorized, 29,366 and 30,618 issued and outstanding at December 31, 2004 and December 31, 2005, respectively		294		306
Additional paid-in capital		122,787		141,855
Deferred stock-based compensation		––		(2,258	)
Retained earnings		92,954		126,942
Accumulated other comprehensive income		334		1,130
Total stockholders’ equity		216,369		267,975
Total liabilities and stockholders’ equity	$	592,146	$	704,957

See accompanying notes.

45

MOBILE MINI, INC.

CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share data)

	For the years ended December 31,
	2003			2004			2005
Revenues:
Leasing	$	128,482		$	149,856		$	188,578
Sales		17,248			17,919			17,499
Other		838			566			1,093
Total revenues		146,568			168,341			207,170
Costs and expenses:
Cost of sales		11,487			11,352			10,845
Leasing, selling and general expenses		80,124			90,696			109,257
Florida litigation expense		8,502			––			––
Depreciation and amortization		10,026			11,427			12,854
Total costs and expenses		110,139			113,475			132,956
Income from operations		36,429			54,866			74,214
Other income (expense):
Interest income		2			––			11
Other income		––			––			3,160
Interest expense		(16,299	)		(20,434	)		(23,177	)
Debt restructuring expense		(10,440	)		––			––
Income before provision for income taxes		9,692			34,432			54,208
Provision for income taxes		3,780			13,773			20,220
Net income	$	5,912		$	20,659		$	33,988
Earnings per share:
Basic	$	0.21		$	0.71		$	1.14
Diluted	$	0.20		$	0.70		$	1.10
Weighted average number of common and common share equivalents outstanding:
Basic		28,625			28,974			29,867
Diluted		28,925			29,565			30,875

See accompanying notes.

46

MOBILE MINI, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the years ended December 31, 2003, 2004 and 2005

(In thousands)

Accumulated

Shares of

Additional

Deferred Stock-

Other

Common

Common

Paid-in

Based

Retained

Comprehensive

Stockholders’

Stock

Stock

Capital

Compensation

Earnings

Income (Loss)

Equity

Balance, December 31, 2002

28,585

$

286

$

115,974

$

¾

$

66,383

$

(3,974

)

$

178,669

Net income

¾

¾

¾

¾

5,912

¾

5,912

Unrealized gain on short-term investments, (net of income tax benefit of $22)

¾

¾

¾

¾

¾

(34

)

(34

)

Market value change in derivatives, (net of income tax expense of $24)

¾

¾

¾

¾

¾

37

37

Realized loss on termination of derivatives, (net of income tax expense of $2,352)

¾

¾

¾

¾

¾

3,679

3,679

Foreign currency translation, (net of income tax expense of $121)

¾

¾

¾

¾

¾

190

190

Comprehensive income

¾

¾

¾

¾

¾

¾

9,784

Exercise of stock options, (including income tax benefit of $159)

120

1

839

¾

¾

¾

840

Balance, December 31, 2003

28,705

287

116,813

¾

72,295

(102

)

189,293

Net income

¾

¾

¾

¾

20,659

20,659

Market value change in derivatives, (net of income tax expense of $173)

¾

¾

¾

¾

¾

260

260

Foreign currency translation, (net of income tax expense of $117)

¾

¾

¾

¾

¾

176

176

Comprehensive income

¾

¾

¾

¾

¾

¾

21,095

Exercise of stock options, (including income tax benefit of $1,575)

661

7

5,974

¾

¾

¾

5,981

Balance, December 31, 2004

29,366

294

122,787

¾

92,954

334

216,369

Net income

¾

¾

¾

¾

33,988

¾

33,988

Market value change in derivatives, (net of income tax expense of $434)

¾

¾

¾

¾

¾

679

679

Foreign currency translation, (net of income tax expense of $75)

¾

¾

¾

¾

¾

117

117

Comprehensive income

¾

¾

¾

¾

¾

¾

34,784

Exercise of stock options, (including income tax benefit of $5,061)

1,155

11

16,792

¾

¾

¾

16,803

Restricted stock grant

97

1

2,276

(2,277

)

¾

¾

¾

Amortization of restricted stock

¾

¾

¾

19

¾

¾

19

Balance, December 31, 2005

30,618

$

306

$

141,855

$

(2,258

)

$

126,942

$

1,130

$

267,975

See accompanying notes.

47

MOBILE MINI, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	For the years ended December 31,
	2003			2004			2005
Cash Flows From Operating Activities:
Net income	$	5,912		$	20,659		$	33,988
Adjustments to reconcile net income to net cash provided by operating activities:
Debt restructuring expense		10,440			—			—
Provision for doubtful accounts		2,360			2,251			3,036
Provision for loss from natural disasters		—			—			1,710
Amortization of deferred financing costs		591			775			829
Amortization of stock-based compensation		—			—			19
Depreciation and amortization		10,026			11,427			12,854
Gain on sale of lease fleet units		(1,601	)		(2,277	)		(3,529	)
Loss on disposal of property, plant and equipment		44			604			704
Gain on sale of short-term investments		(59	)		—			—
Deferred income taxes		3,726			13,750			20,097
Changes in certain assets and liabilities, net of effect of businesses acquired:
Receivables		(2,033	)		(5,560	)		(8,407	)
Inventories		(1,781	)		(2,178	)		(4,823	)
Deposits and prepaid expenses		(3,132	)		(669	)		(480	)
Other assets and intangibles		(35	)		37			(19	)
Accounts payable		(1,587	)		1,721			8,581
Accrued liabilities		17,819			(218	)		4,689
Net cash provided by operating activities		40,690			40,322			69,249
Cash Flows From Investing Activities:
Cash paid for businesses acquired		(1,673	)		(1,282	)		(7,021	)
Additions to lease fleet, excluding acquisitions		(55,132	)		(81,227	)		(109,540	)
Proceeds from sale of lease fleet units		5,472			6,555			9,505
Additions to property, plant and equipment		(4,484	)		(4,723	)		(6,433	)
Proceeds from sale of property, plant and equipment		1			7			57
Net proceeds on sale of short-term investment		123			—			—
Change in other assets		424			162			157
Net cash used in investing activities		(55,269	)		(80,508	)		(113,275	)
Cash Flows From Financing Activities:
Net (repayments) borrowings under lines of credit		(130,866	)		36,900			32,026
Proceeds from issuance of notes payable		768			839			934
Proceeds from issuance of Senior Notes		150,000			—			—
Deferred financing costs		(6,571	)		(285	)		—
Principal payments on notes payable		(1,201	)		(1,305	)		(1,420	)
Principal payments on capital lease obligations		(80	)		—			—
Issuance of common stock		680			4,406			11,742
Net cash provided by financing activities		12,730			40,555			43,282
Effect of exchange rate changes on cash		311			293			192
Net (decrease) increase in cash		(1,538	)		662			(552	)
Cash at beginning of year		1,635			97			759
Cash at end of year	$	97		$	759		$	207
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest	$	8,841		$	19,254		$	21,727
Cash paid during the year for income and franchise taxes	$	298		$	372		$	495
Interest rate swap changes in value credited to equity	$	(3,716	)	$	(260	)	$	(679	)

See accompanying notes.

48

MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Mobile Mini, its Operations and Summary of Significant Accounting Policies:

Organization and Special Considerations

Mobile Mini, Inc., a Delaware corporation, is a leading provider of portable storage solutions. In these notes, the terms “Mobile Mini”, “Company”, “we”, “us”, or “our”, means Mobile Mini, Inc. At December 31, 2005, we have a fleet of portable storage and office units, and operate throughout the United States and in one Canadian province. Our portable storage products offer secure, temporary storage with immediate access. We have a diversified customer base, including large and small retailers, construction companies, medical centers, schools, utilities, distributors, the United States military, hotels, restaurants, entertainment complexes and households. Customers use our products for a wide variety of applications, including the storage of retail and manufacturing inventory, construction materials and equipment, documents and records and other goods.

We have experienced rapid growth during the last several years. This growth is primarily related to our internal growth at existing branch locations, as well as some growth through acquisitions and start ups of new branches.

Our ability to obtain used containers for our lease fleet is subject in large part to the availability of these containers in the market. This is in part subject to international trade issues and the demand for containers in the ocean cargo shipping business. When international shipping increases, the availability of used ocean-going containers for sale often decreases, and the price of available containers increases. Conversely, an oversupply of used ocean-going containers may cause container prices to fall. Our competitors may then lower the lease rates on their storage units. As a result, we may need to lower our lease rates to remain competitive. This would cause our revenues and our earnings to decline. In addition, under our revolving credit facility, we are required to comply with certain covenants and restrictions, as more fully discussed in Note 3. If we fail to comply with these covenants and restrictions, the lender has the right to refuse to lend additional funds and may require early payment of amounts owed. If this happens, it would materially impact our growth and ability to fund ongoing operations. Furthermore, because a substantial portion of the amount borrowed under the credit facility bears interest at a variable rate, a significant increase in interest rates could have an adverse affect on our consolidated results of operations and financial condition.

Two-for-One Stock Split

Per share amounts, share amounts and weighted numbers of shares outstanding have been retroactively revised for all periods presented to give effect for a two-for-one stock split in the form of a 100 percent stock dividend approved by our Board of Directors on February 22, 2006. See Note 10.

Principles of Consolidation

The consolidated financial statements include the accounts of Mobile Mini, Inc. and its wholly owned subsidiaries. The Company does not have any subsidiaries in which it does not own 100% of the outstanding stock. All significant intercompany balances and transactions have been eliminated.

Reclassifications

Certain prior period amounts in the accompanying consolidated financial statements have been reclassified to conform to the current financial presentation.

Revenue Recognition

Lease and leasing ancillary revenues and related expenses generated under portable storage units and office units are recognized monthly on a straight-line basis. Revenues and expenses from portable storage unit delivery and hauling are recognized when these services are billed, in accordance with SAB No. 104, Revenue Recognition. We recognize revenues from sales of containers and mobile office units upon delivery when the risk of loss passes and collectibility is reasonably assured. The Company sells its products pursuant to sales contracts stating the fixed sales price with its customers.

49

Cost of Sales

Cost of sales in our consolidated statements of income includes only the costs for units we sell. Similar costs associated with the portable storage units that we lease are capitalized on our balance sheet under “Lease fleet”.

Advertising Costs

All non direct-response advertising costs are expensed as incurred. Direct-response advertising costs, principally yellow page advertising, are capitalized when paid and amortized over the period in which the benefit is derived. At December 31, 2004 and 2005, prepaid advertising costs were approximately $2.5 million and $2.7 million, respectively. The amortization period of the prepaid balance never exceeds 12 months. Our direct-response advertising costs are monitored by each branch through call logs and advertising source codes in a contact management information system. Advertising expense was $6.9 million, $7.0 million and $7.6 million in 2003, 2004 and 2005, respectively.

Cash

Our revolving credit agreement includes restrictions on excess cash. There was no restricted cash at December 31, 2004 and 2005.

Receivables and Allowance for Doubtful Accounts

Receivables primarily consist of amounts due from customers from the lease or sale of containers throughout the United States and Canada. Mobile Mini records an estimated provision for bad debts through a charge to operations in amounts of our estimated losses expected to be incurred in the collection of these accounts. We review the provision for adequacy monthly. The estimated losses are based on historical collection experience, and evaluation of past-due account agings. Specific accounts are written off against the allowance when management determines the account is uncollectible. We require a security deposit on most leased office units to cover the cost of damages or unpaid balances, if any.

Concentration of Credit Risk

Financial instruments which potentially expose Mobile Mini to concentrations of credit risk, as defined by SFAS No. 105, Disclosure of Information about Financial Instruments with Off-Balance-Sheet Risk and Financial Instruments with Concentrations of Credit Risk, consist primarily of receivables. Concentration of credit risk with respect to receivables is limited due to the large number of customers spread over a large geographic area in many industry segments. Receivables related to our sales operations are generally secured by the product sold to the customer. Receivables related to our leasing operations are primarily small month-to-month amounts. We have the right to repossess leased portable storage units, including any customer goods contained in the unit, following non-payment of rent.

50

Inventories

Inventories are valued at the lower of cost (principally on a standard cost basis which approximates the first-in, first-out (FIFO) method) or market. Market is the lower of replacement cost or net realizable value. Inventories primarily consist of raw materials, supplies, work-in-process and finished goods, all related to the manufacturing, refurbishment and maintenance, primarily for our lease fleet and our units held for sale. Raw materials principally consist of raw steel, wood, glass, paint, vinyl and other assembly components used in manufacturing and refurbishing processes. Work-in-process primarily represents units being built at our manufacturing facility that are either pre-sold or being built to add to our lease fleet upon completion. Finished portable storage units primarily represents ISO containers held in inventory until the containers are either sold as is, refurbished and sold, or units in the process of being refurbished to be compliant with our lease fleet standards before transferring the units to our lease fleet. There is no certainty when we purchase the containers whether they will ultimately be sold, refurbished and sold, or refurbished and moved into our lease fleet. Units that are determined to go into our lease fleet undergo an extensive refurbishment process that includes installing our proprietary locking system, signage, painting and sometimes our proprietary security doors. In 2005, we increased our purchases of used ISO containers due to the uncertainty of the availability and supply of these containers. Inventories at December 31, consist of the following:

	2004		2005
	(In thousands)
Raw materials and supplies	$	13,774	$	16,054
Work-in-process		805		1,819
Finished portable storage units		2,744		5,617
	$	17,323	$	23,490

Property, Plant and Equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided using the straight-line method over the assets’ estimated useful lives. Residual values are determined when the property is constructed or acquired and range up to 25%, depending on the nature of the asset. In the opinion of management, estimated residual values do not cause carrying values to exceed net realizable value. Normal repairs and maintenance to property, plant and equipment are expensed as incurred. When property or equipment is retired or sold, the net book value of the asset, reduced by any proceeds, is charged to gain or loss on the retirement of fixed assets.

In 2005, we wrote off certain assets, which for the most part were fully depreciated, that were in the process of being replaced or were no longer required or used in our leasing operations. We also wrote off vehicles and equipment for losses sustained due to Hurricane Katrina.

Property, plant and equipment at December 31, consist of the following:

	Estimated
	Useful Life In
	Years	2004			2005
		(In thousands)
Land		$	772		$	772
Vehicles and machinery	5 to 20		39,666			38,867
Buildings and improvements (1)	30		9,763			8,905
Office fixtures and equipment	5		9,259			7,296
			59,460			55,840
Less accumulated depreciation			(25,140	)		(19,792	)
		$	34,320		$	36,048

⁽¹⁾ Improvements made to leased properties are depreciated over the remaining term of the respective lease.

51

Other Assets and Intangibles

Other assets and intangibles primarily represent deferred financing costs and intangible assets from acquisitions of approximately $8.1 million at December 31, 2004 and 2005, excluding accumulated amortization of $2.0 million and $3.0 million at December 31, 2004 and 2005, respectively. Deferred financing costs are amortized over the term of the agreement, and intangible assets are amortized on a straight-line basis, typically over a five-year period. At December 31, 2005, other assets and intangibles also included $1.1 million with respect to the fair value of the Company’s interest rate swap agreements.

Income Taxes

The Company utilizes the liability method of accounting for income taxes as set forth in SFAS No. 109, Accounting for Income Taxes. Under the liability method, deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Income tax expense includes both taxes payable for the period and the change during the period in deferred tax assets and liabilities.

Earnings Per Share

Basic earnings per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share is determined assuming the potential dilution of the exercise or conversion of options and warrants into common stock.

The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31:

	2003		2004		2005
	(In thousands except earnings per share)
BASIC:
Common shares outstanding, beginning of year		28,585		28,705		29,366
Effect of weighting shares:
Weighted common shares issued		40		269		501
Weighted average number of common shares outstanding		28,625		28,974		29,867
Net income	$	5,912	$	20,659	$	33,988
Earnings per share	$	0.21	$	0.71	$	1.14
DILUTED:
Common shares outstanding, beginning of year		28,585		28,705		29,366
Effect of weighting shares:
Weighted common shares issued		40		269		501
Employee stock options and warrants assumed converted		300		591		1,008
Weighted average number of common and common equivalent shares outstanding		28,925		29,565		30,875
Net income	$	5,912	$	20,659	$	33,988
Earnings per share	$	0.20	$	0.70	$	1.10

Employee stock options to purchase 2.7 million, 1.6 million and 0.5 million shares were issued or outstanding during 2003, 2004 and 2005, respectively, but were not included in the computation of diluted earnings per share because the exercise price exceeded the average market price for that year and the effect would have been anti-dilutive. The anti-dilutive options could potentially dilute future earnings per share. During 2005, 96,668 nonvested share awards were not included in the computation of diluted earnings per share because the effect would have been antidilutive. The nonvested stock could potentially dilute future earnings per share.

52

Long-Lived Assets

     The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be fully recoverable. If this review indicates the carrying value of these assets will not be recoverable, as measured based on estimated undiscounted cash flows over their remaining life, the carrying amount would be adjusted to fair value. The cash flow estimates contain management’s best estimates, using appropriate and customary assumptions and projections at the time. We have not recognized any impairment losses during the three year period ended December 31, 2005.

Goodwill

Purchase prices of acquired businesses have been allocated to the assets and liabilities acquired based on the estimated fair values on the respective acquisition dates. Based on these values, the excess purchase prices over the fair value of the net assets acquired were allocated to goodwill. To date all of the acquisitions of businesses have been transacted as asset purchases which results in all of the goodwill of the Company to be deductible for income tax purposes over 15 years even though goodwill is not amortized for financial reporting purposes.

The Company evaluates goodwill periodically to determine whether events or circumstances have occurred that would indicate goodwill might be impaired. At December 31, 2005, we had gross goodwill of $58.3 million and accumulated amortization of $2.0 million. For the years ended December 31, 2003, 2004 and 2005, the Company did not recognize amortization expense related to goodwill.

The Company operates in one reportable segment, which consists of a single reporting unit pursuant to SFAS No. 142, Goodwill and Other Intangible Assets. Since we have only one reporting unit, all of the goodwill is associated with the enterprise as a whole. We performed the annual required impairment tests for goodwill as of December 31, 2004 and 2005 and determined that goodwill was not impaired either year and it was not necessary to record any impairment losses related to goodwill.

Fair Value of Financial Instruments

We determine the estimated fair value of financial instruments using available market information and valuation methodologies. Considerable judgment is required in estimating fair values. Accordingly, the estimates may not be indicative of the amounts we could realize in a current market exchange.

The carrying amounts of cash, receivables, accounts payable and accrued liabilities approximate fair values based on the liquidity of these financial instruments or based on their short-term nature. The carrying amounts of our borrowings under our credit facility and notes payable approximate fair value. The fair values of our notes payable and credit facility are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements. Based on the borrowing rates currently available to us for bank loans with similar terms and average maturities, the fair value of fixed rate notes payable at December 31, 2004 and 2005 approximated the book values. The fair value of our $150.0 million 9.5% Senior Notes at December 31, 2004 and 2005 is approximately $174.8 million and $164.8 million, respectively. The determination for fair value is based on the latest sale prices at the end of each fiscal year obtained from a third-party institution.

Deferred Financing Costs

Included in other assets and intangibles are deferred financing costs, of approximately $5.7 million and $4.9 million, net of accumulated amortization of $1.2 million and $2.0 million at December 31, 2004 and 2005, respectively. The deferred financing costs, approximately $10.4 million, associated with our credit facility prior to amending the agreement in June 2003, were written off to expense in 2003. Costs to obtaining long-term financing, including our amended credit facility, are being amortized over the term of the related debt, using the straight-line method. Amortizing the deferred financing costs using the straight-line method approximates such costs using the effective interest method.

Derivatives

In the normal course of business, our operations are exposed to fluctuations in interest rates. We address a portion of these risks through a controlled program of risks management that includes the use of derivative financial instruments. The objective of controlling these risks is to limit the impact of fluctuations in interest rates on earnings.

53

Our primary interest rate risk exposure results from changes in short-term U.S. dollar interest rates. In an effort to manage interest rate exposures, we may enter into interest rate swaps, which convert our floating rate debt to a fixed-rate and which we designate as cash flow hedges. Interest expense on the borrowings under these agreements is accrued using the fixed rates identified in the swap agreements.

We had interest rate swap agreements of $25.0 million and $50.0 million at December 31, 2004 and 2005, respectively. The fixed interest rate on the two swap agreements are at 3.66% and 3.73%. Both swap agreements mature in 2008.

Derivative transactions during 2004 and 2005 resulted in comprehensive income at December 31, 2004, of $0.3 million, net of income tax expense of $0.2 million and at December 31, 2005, comprehensive income of $0.7 million, net of income tax expense of $0.4 million for 2005. Derivative transactions are included in either other assets and intangibles or other liabilities in our consolidated balance sheet, dependent on the value of the derivative.

In connection with our debt restructuring transaction on June 26, 2003, we terminated $110.0 million of the $135.0 million interest rate swap agreements then in effect. The termination fees for unwinding these agreements of approximately $8.7 million are included in debt restructuring expense in the accompanying consolidated financial statements. In January 2005, we entered into another interest rate swap agreement under which we effectively fixed the interest rate payable on an additional $25.0 million of borrowings under our credit facility so that the rate is based upon a spread from a fixed rate, rather than a spread from the LIBOR rate.

Stock-Based Compensation

We grant stock options for a fixed number of shares to employees and directors with an exercise price equal to the fair market value of the shares at the date of grant. In 2005, the Company also awarded nonvested shares of the Company’s stock. We account for such stock option grants and nonvested share awards using the intrinsic-value method of accounting in accordance with Accounting Principles Board, Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25), and related interpretations and the disclosure requirements of SFAS No. 123, Accounting Compensation and SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure. Under APB No. 25, we generally recognize no compensation expense with respect to stock option grants.

If we had accounted for stock options consistent with SFAS No. 123, these amounts would be amortized on a straight-line basis as compensation expense over the average holding period of the options and our net income and earnings per share would have been reported as follows for the years ended December 31:

	2003		2004		2005
	(In thousands except earnings per share)
Net income as reported	$	5,912	$	20,659	$	33,988
Compensation expense, net of income tax effects		2,404		2,238		2,798
Pro forma net income	$	3,508	$	18,421	$	31,190
Basic EPS:
As reported	$	0.21	$	0.71	$	1.14
Pro forma	$	0.12	$	0.64	$	1.04
Diluted EPS:
As reported	$	0.20	$	0.70	$	1.10
Pro forma	$	0.12	$	0.62	$	1.01

Pro forma results disclosed are based on the provisions of SFAS No. 123 using the Black-Scholes option valuation model and are not likely to be representative of the effects on pro forma net income for future years. In addition, the Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because our stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in our opinion, the estimating models do not necessarily

54

provide a reliable single measure of the fair value of our stock options. See Note 8 for further discussion of the Company’s stock-based employee compensation.

Foreign Currency Translation and Transactions

For our Canadian operations, the local currency is the functional currency. All assets and liabilities are translated into United States dollars at period-end exchange rates and all income statement amounts are translated at the average exchange rate for each month within the year. Adjustments resulting from this translation are recorded in accumulated other comprehensive income.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and the notes to those statements. Actual results could differ from those estimates. The most significant estimates included within the financial statements are the allowance for doubtful accounts, the estimated useful lives and residual values on the lease fleet and property, plant and equipment and goodwill and other asset impairments.

Impact of Recently Issued Accounting Standards

SFAS No. 123 (Revised 2004) (SFAS No. 123(R)), Share-Based Payment, was issued in December 2004. SFAS No. 123(R) is a revision of SFAS No. 123 and supersedes APB Opinion No. 25, and its related implementation guidance, which allowed companies to use the intrinsic method of valuing share-based payment transactions. SFAS No. 123(R) focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payments transactions. SFAS No. 123(R) requires the measurement and recording of the cost of employee services received in exchange for awards of equity instruments, including grants of employee stock options, to be based on the fair value of the award on the date of the grant. Pro forma disclosure is no longer an alternative. The cost will be recognized over the period during which an employee is required to provide service in exchange for the award. As required, we adopted this statement effective as of January 1, 2006. Due to the complexities and estimates required under the new standard, the Company is still evaluating the expected impact in terms of both additional expense and the related per-share impact.

SFAS No. 123(R) allows for either modified prospective recognition of compensation expense or modified retrospective recognition. Under the modified prospective method, compensation cost is recognized beginning with the effective date of SFAS No. 123(R) based on the requirements of (a) SFAS No. 123(R) for all share-based payments granted after the effective date and (b) SFAS No. 123 for all awards granted to employees prior to the effective date of SFAS No. 123(R) that remain unvested on the effective date. The modified retrospective method includes the requirements of the modified prospective method described above, but also permits entities to restate, based on the amounts previously recognized under SFAS No. 123 for purposes of pro forma disclosures, either (a) all prior periods presented or (b) prior interim periods of the year of adoption. The Company plans to apply this standard using the modified-prospective method.

As permitted by SFAS No. 123, we currently account for share-based payments to employees using the intrinsic value method, and, as such, generally recognize no compensation cost for employee stock options. Accordingly, the adoption of SFAS No. 123(R)’s fair value method will have an effect on our results of operations, although it will have no impact on our overall financial condition. Actual share-based compensation expense in fiscal 2006 will depend on a number of factors, including the amount of the new awards granted in 2006, the fair value of those awards at the date of the grant, the fair value of the Company’s stock and estimates of expected forfeitures for all awards that are unvested at the date of adoption. SFAS No. 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flow and increase net financing cash flow in periods after adoption to the extent actual current tax benefits are realized from option exercises.

SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4, was issued in November 2004. SFAS No. 151 clarifies that abnormal amounts of idle facility expense, freight, handling costs and spoilage should be expensed as incurred and not included in overhead. Further, SFAS No. 151 requires the allocation of fixed production overheads to inventory costs be based on the normal capacity of the production facilities. The provisions of SFAS No. 151 are effective for fiscal years beginning after June 15, 2005. We do not expect the adoption of SFAS No. 151 to have a material effect on our results of operations or financial condition.

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SFAS No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20, Accounting Changes, and Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, was issued in May 2005. SFAS No. 154 changes the requirements for the accounting and reporting of a change in accounting principle. Previously, most voluntary changes in accounting principles were recognized by way of a cumulative effect adjustment within net income during the period of the change. SFAS No. 154 requires retrospective application to prior periods’ financial statements, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS No. 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005. However, the Statement does not change the transition provisions of any existing accounting pronouncements. We do not expect the adoption of SFAS No. 154 to have a material effect on our results of operations or financial condition.

(2) Lease Fleet:

Mobile Mini has a lease fleet primarily consisting of refurbished, modified and manufactured portable storage and office units that are leased to customers under short-term operating lease agreements with varying terms. Depreciation is provided using the straight-line method over our units’ estimated useful life, after the date we put the unit in service, and are depreciated down to their estimated residual values. Effective January 1, 2004, some of our steel units were in our fleet longer than 20 years and we modified our depreciation policy on our steel units to an estimated useful life of 25 years with an estimated residual value of 62.5% which effectively resulted in continual depreciation on these containers at the same annual rate as our previous depreciation policy of 20 year life and 70% residual value. Wood mobile office units are depreciated over 20 years down to a 50% residual value. Van trailers, which are a small part of our fleet, are depreciated over 7 years to a 20% residual value. Van trailers are only added to the fleet in connection with acquisitions of portable storage businesses. In the opinion of management, estimated residual values do not cause carrying values to exceed net realizable value. We continue to evaluate these depreciation policies as more information becomes available from other comparable sources and our own historical experience. At December 31, 2004 and 2005, all of our lease fleet units were pledged as collateral under the credit facility (see Note 3). Normal repairs and maintenance to the portable storage and mobile office units are expensed as incurred.

Lease fleet at December 31, consists of the following:

	2004			2005
	(In thousands)
Steel storage containers	$	295,848		$	347,494
Offices		184,027			238,069
Van trailers		3,825			3,252
Other, primarily chassis		636			494
Accumulated depreciation		(30,230	)		(38,845	)
	$	454,106		$	550,464

(3) Line Of Credit:

On February 11, 2002, we entered into a Loan and Security Agreement with a group of lenders, led by Fleet Capital Corporation, which was last amended in August 2004. The Amended Loan and Security Agreement provided us with a $250.0 million revolving credit facility and was scheduled to expire in February 2008. We had outstanding borrowings under our credit agreement of approximately $125.9 million and $157.9 million at December 31, 2004 and 2005, respectively. The weighted average interest rate under the line of credit, including the effect of applicable interest rate swaps, was approximately 4.8% in 2004 and 5.7% in 2005, and the average monthly balance outstanding during 2004 and 2005 was approximately $113.9 million and $145.2 million, respectively. Based on the outstanding balances at December 31, 2005, our weighted average LIBOR rate was 4.23% and the prime rate was 7.25%. We had approximately $88.5 million of availability at December 31, 2005.

On February 17, 2006, we again modified our revolving credit facility by increasing the facility by $100.0 million to $350.0 million and executed a Second Amended and Restated Loan and Security Agreement with our lenders. This agreement replaced the Amended Loan and Security Agreement. Borrowings of up to $350.0 million are available under this facility, based on the value of our lease fleet, property, plant, equipment, and levels of inventories and receivables. We can increase borrowing availability under this credit facility by an additional $75.0 million without the consent of our lenders, as long as we are in compliance with the terms of the

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agreement. The amended credit facility covered approximately $173.9 million of outstanding obligations as of the date of the amendment. The amended credit facility is now scheduled to expire in February 2011. At February 17, 2006, we had approximately $172.5 million of available borrowings under the credit facility.

Our $350.0 million credit agreement imposes some material covenants that restrict us in the conduct of our business, as long as we are not in default under the agreement and we maintain borrowing availability in excess of certain pre-determined levels (generally between $35.0 million and $75.0 million). If our borrowing availability is below a specified level, the credit facility triggers covenants restricting (or in some cases, further restricting) our ability to, among other things: (i) declare cash dividends, or redeem or repurchase our capital stock in excess of $10.0 million; (ii) prepay, redeem or purchase other debt; (iii) incur liens; (iv) make loans and investments; (v) incur additional indebtedness; (vi) amend or otherwise alter debt and other material agreements; (vii) make capital expenditures; (viii) engage in mergers, acquisitions and asset sales; (ix) transact with affiliates; and (x) alter the business we conduct. We also must comply with specified financial covenants and affirmative covenants. Should we fall below specified borrowing availability levels, then these financial covenants would set maximum permitted values for our leverage ratio (as defined), fixed charge coverage ratio and our minimum required utilization rates.

Borrowings under this credit facility are secured by a lien on substantially all of our present and future assets. The lease fleet is appraised at least once annually by a third-party appraisal firm and up to 90% of the lesser of cost or appraised orderly liquidation value, as defined, may be included in the borrowing base to determine how much we may borrow under this facility. The interest rate spread under the facility is based on a quarterly calculation of our ratio of funded debt to earnings before interest expense, taxes, depreciation and amortization and certain excluded expenses during the prior 12 months. Prior to this recent modification, the borrowing rate under the credit facility was at LIBOR plus 1.75% per annum or the prime rate, whichever we elected. Effective with the amended agreement, our initial borrowing rate is LIBOR plus 1.50% per annum or the prime rate less 0.25% per annum. Borrowings are, at our option, at either a spread from the prime or LIBOR rates, as defined.

(4) Notes Payable:

Notes payable at December 31, consist of the following:

	2004		2005
	(In thousands)
Notes payable, interest at 6.29%, monthly installments of principal and interest, maturing March 2006, secured by equipment	$	636	$	92
Note payable to financial institution, interest at 5.38%, payable in fixed monthly installments, matured in June 2005, unsecured		508		—
Notes payable to financial institution, interest at 6.50% and 6.99%, payable in fixed monthly installments, both maturing June 2006, unsecured		—		567
	$	1,144	$	659

All payments of notes payable are scheduled to mature in 2006.

(5) Equity and Debt Issuances:

In June 2003, we completed the sale of $150.0 million in aggregate principal amount of 9.5% Senior Notes due July 2013. This transaction allowed us to replace floating rate debt with long term fixed rate debt and through changes in our credit agreement allowed us to substantially increase our borrowing availability. The net proceeds from the sale of the Senior Notes were used to pay down borrowings under our revolving credit facility and to pay transaction costs and expenses. The Senior Notes bear interest at the rate of 9.5% per annum, which is payable semi annually in January and July each year.

The Senior Notes mature on July 1, 2013, and we can redeem some or all of the Notes on or after July 1, 2008, at their principal amount at specified redemption prices that range from 104.75% in 2008 to 100.00% in 2012 and thereafter, plus accrued and unpaid interest to the date of the redemption. In addition, on or prior to July 1, 2006, with proceeds that we may raise in one or more equity offerings, we can choose to redeem up to 35% of the outstanding Notes at a redemption price of 109.50% of the principal amount, plus accrued and unpaid interest thereon.

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The scheduled maturity for debt obligations under our line of credit, notes payable and Senior Notes for balances outstanding at December 31, 2005 (in thousands) are as follows:

2006	$	659
2007		—
2008		157,926
2009		—
2010		—
Thereafter		150,000
	$	308,585

(6) Income Taxes

The provision for income taxes for the years ended December 31, consisted of the following:

	2003		2004		2005
	(In thousands)
Current	$	54	$	23	$	123
Deferred		3,726		13,750		20,097
Total	$	3,780	$	13,773	$	20,220

The components of the net deferred tax liability at December 31, are approximately as follows:

	2004			2005
	(In thousands)
Deferred tax assets (liabilities):
Net operating loss carryforward	$	22,089		$	19,839
Accelerated tax depreciation		(84,086	)		(96,394	)
Accelerated tax amortization		(4,332	)		(5,710	)
Other		7,530			7,266
Valuation allowance		(996	)		(341	)
Net deferred tax liability	$	(59,795	)	$	(75,340	)

A reconciliation of the federal statutory rate to Mobile Mini’s effective tax rate for the years ended December 31, is as follows:

	2003			2004			2005
Statutory federal rate		35	%		35	%		35	%
State taxes, net of federal benefit		4			3			3
Change in valuation allowance		—			2			(1	)
		39	%		40	%		37	%

At December 31, 2005, we had a federal net operating loss carryforward of approximately $52.2 million which expires if unused from 2011 to 2024. At December 31, 2005, we had net operating loss carryforwards in the various states in which we operate. Deferred tax benefits are recorded for federal and state net operating loss carryforwards and other deferred tax assets only to the extent management estimates they are more than likely than not recoverable. Management evaluates the ability to realize its deferred tax assets on a quarterly basis and adjusts the amount of its valuation allowance if necessary. As a result, Mobile Mini recorded a valuation allowance of $1.0 million in 2004 and a reduction in the valuation allowance of $0.7 million in 2005 with respect to its assessment of state income tax loss carryforwards recoverability. Accelerated tax amortization primarily relates to amortization of goodwill.

As a result of stock ownership changes during the years presented, it is possible that Mobile Mini has undergone a change in ownership for federal income tax purposes, which can limit the amount of net operating loss currently available as a deduction. Management has

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determined that even if such an ownership change has occurred, it would not impair the realization of the deferred tax asset resulting from the federal net operating loss carryover.

(7) Transactions with Related Parties:

When we were a private company prior to 1994, we leased some of our properties from entities controlled by our founder, Richard E. Bunger, and his family members. These related party leases remain in effect. We lease a portion of the property comprising our Phoenix location and the property comprising our Tucson location from entities owned by Steven G. Bunger and his siblings. Steven G. Bunger is our President and Chief Executive Officer and has served as our Chairman of the Board since February 2001. Annual lease payments under these leases totaled approximately $83,000, $84,000 and $91,000 in 2003, 2004 and 2005, respectively. In 2003, the term of each of these leases was extended for five years, under the same terms and conditions, and expires on December 31, 2008. Mobile Mini leases its Rialto, California facility from Mobile Mini Systems, Inc., a corporation wholly owned by Barbara M. Bunger, the mother of Steven G. Bunger. Annual lease payments in 2003, 2004 and 2005 under this lease were approximately $252,000, $261,000 and $267,000, respectively. The Rialto lease expires on April 1, 2016. Management believes that the rental rates reflect the fair market rental value of these properties.

Mobile Mini previously obtained the services of SkilQuest, Inc., a company engaged in sales and management support programs. SkilQuest, Inc. is owned by Carolyn A. Clawson, a former member of our board of directors and sister to Steven G. Bunger. Mobile Mini made aggregate payments of approximately $334,000, $188,000, and $20,000 to SkilQuest, Inc. in 2003, 2004 and 2005, respectively, which Mobile Mini believes represented the fair market value for the services performed.

In February 2001, Mobile Mini and its former Chairman of the Board, Richard E. Bunger, entered into an employment agreement pursuant to which Mr. Bunger provides services to Mobile Mini during the term of the agreement, which ended on June 30, 2005. Under the agreement, Mobile Mini paid Mr. Bunger $112,000 during 2003, $12,000 during 2004 and $6,000 in 2005. Until February 2004, Mobile Mini also provided office space and an administrative assistant to Mr. Bunger. The agreement also provides that Mr. Bunger is bound by an agreement pertaining to confidentiality of Mobile Mini’s confidential information, and a non-competition agreement.

It is Mobile Mini’s intention not to enter into any additional related party transactions other than extension of lease agreements.

(8) Benefit Plans:

Stock Option Plans

In August 1994, our board of directors adopted the Mobile Mini, Inc. 1994 Stock Option Plan, which was amended in 1998 and expired (with respect to granting additional options) in 2003. At December 31, 2005, there were outstanding options to acquire 169,200 shares under the 1994 Plan. In August 1999, our board of directors approved the Mobile Mini, Inc. 1999 Stock Option Plan, under which 2.4 million shares of common stock were originally reserved for issuance upon the exercise of options which may be granted under this plan. The 1999 Plan was amended in 2003, to increase shares of common stock authorized for issuance from 2.4 million to 4.4 million shares (adjusted for stock splits). Both plans and amendments were approved by the stockholders at annual meetings. Awards granted under the 1999 Plan may be incentive stock options (ISOs), which are intended to meet the requirements of Section 422 of the Internal Revenue Code, nonstatuatory stock options or shares of restricted stock awards. ISOs may be granted to our officers and other employees. Nonstatutory stock options may be granted to directors and employees, and to non-employee service providers and share awards may be made to officers and other employees. The purpose of the Plan is to attract and retain the best available personnel for positions of substantial responsibility and to provide incentives to, and to encourage ownership of stock by, our management and other employees. The board of directors believes that stock options and other stock-based awards are important to attract and to encourage the continued employment and service of officers and other employees by facilitating their having an equity interest in Mobile Mini.

The option exercise price for all options granted under the Plan may not be less than 100% of the fair market value of the common stock on the date of grant of the option (or 110% in the case of an incentive stock option granted to an optionee beneficially owning more than 10% of the outstanding common stock). The maximum option term is ten years (or five years in the case of an incentive stock option granted to an optionee beneficially owning more than 10% of the outstanding common stock).

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Payment for shares purchased under the Plan is made in cash. Options may, if permitted by the particular option agreement, be exercised by directing that certificates for the shares purchased be delivered to a licensed broker as agent for the optionee, provided that the broker tenders to Mobile Mini cash or cash equivalents equal to the option exercise price.

The Plan is administered by the compensation committee of our board of directors. The committee is comprised of independent directors. They determine whether options will be granted, whether options will be ISOs, nonstatutory options or restricted stock, which officers, employees and service providers will be granted options, the vesting schedule for options and the number of options to be granted. Each option granted must expire no more than 10 years from the date it is granted and historically has vested over a 4.5 year period. Each non-employee director serving on our board of directors receives an automatic grant of options for 7,500 shares on August 1 of each year as part of the compensation we provide to such directors.

The board of directors may amend the 1999 Plan at any time, except that approval by our stockholders may be required for an amendment that increases the aggregate number of shares which may be issued pursuant to the plan, changes the class of persons eligible to receive ISO’s, modifies the period within which options may be granted, modifies the period within which options may be exercised or the terms upon which options may be exercised, or increases the material benefits accruing to the participants under the plan. The board of directors may terminate or suspend the 1999 Plan at any time. Unless previously terminated, the 1999 Plan will expire in August 2009. Any option granted under a plan will continue until the option expiration date, notwithstanding earlier termination of the plan under which the option was granted.

In February 2005, the Compensation Committee of our board of directors approved the accelerated vesting of a portion of the Company’s stock options granted on December 13, 2001, at an exercise price of $16.46 per share. All of the stock options that were scheduled to vest on June 13, 2006, which covered approximately 166,200 shares, were accelerated and vested as of February 23, 2005. At the time of the Committee’s action, the exercise price under the options was less than the market value of the common stock. The acceleration of the vesting allowed awards to vest that would otherwise have been forfeited or become unexercisable and established a new measurement date. At the accelerated vesting date, no compensation expense was recorded in accordance with FIN 44 to APB 25, as the difference in the intrinsic value on the date of the original grant and the date of the modifications was minimal, and the majority of the employees included in the accelerated vesting are expected to continue employment through the original vesting date.

In December 2005, the Company awarded 96,668 nonvested shares of the Company’s common stock under the 1999 Plan. These nonvested shares had a weighted average fair value of $23.56 per share based upon the traded price of our common stock at the date of the award. These nonvested shares vest in equal annual installments on each of the first five annual anniversaries of the award date, unless the person to whom the award was made is not then employed by us (or one of our subsidiaries). If employment terminates, the nonvested shares are forfeited by the former employee. Compensation expense for the nonvested share awards recorded in 2005 was approximately $19,000. As of December 31, 2005, there was approximately $2.3 million of unrecognized compensation cost related to these nonvested awards. The cost is expected to be recognized over a weighted-average period of 5 years.

Pro forma information as disclosed in Note 1 has been determined as if we had accounted for the employee stock-based compensation plans under the fair value method of SFAS No. 123. The fair value for the options was estimated at the date of grant issuing a Black-Scholes option pricing model with the following weighted average assumptions used for grants under the option plans in the years ended December 31:

	2003			2004			2005
Risk free interest rates range		3.29 to 3.37	%		3.47 to 3.53	%	3.85% to 4.45%
Expected holding period	5.0 years			5.4 years			5.2 years
Dividend rate		0.0	%		0.0	%		0.0	%
Expected volatility		35.6	%		37.6	%		34.2	%

Under these assumptions, the weighted average fair value of the stock options granted was $4.13, $5.60 and $9.26 for 2003, 2004 and 2005, respectively.

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The following table summarizes the activities under our stock option plans for the years ended December 31 (number of shares in thousands):

	2003					2004					2005
				Weighted					Weighted					Weighted
				Average					Average					Average
	Number of			Exercise		Number of			Exercise		Number of			Exercise
	Shares			Price		Shares			Price		Shares			Price
Options outstanding, beginning of year		3,385		$	9.94		3,777		$	9.99		3,732		$	11.38
Granted		701			9.85		758			14.07		524			23.97
Canceled/ Expired		(189	)		11.20		(143	)		10.92		(137	)		13.01
Exercised		(120	)		5.70		(660	)		6.67		(1,155	)		10.17
Options outstanding, end of year		3,777		$	9.99		3,732		$	11.38		2,964		$	14.00
Options exercisable, end of year		1,891		$	9.00		1,868		$	10.50		1,457		$	12.33
Options and awards available for grant, end of year		1,477					862					361

					Options Outstanding						Options Exercisable
							Weighted
							Average		Weighted				Weighted
							Remaining		Average				Average
Range of					Options		Contractual		Exercise		Options		Exercise
Exercise Prices					Outstanding		Life		Price		Exercisable		Price
$	2.405	–	$	3.062		8		1.65	$	2.48		8	$	2.48
	3.063	–		7.325		311		6.52		7.13		125		6.84
	7.326	–		9.925		884		6.00		9.38		555		9.08
	9.926	–		12.055		83		4.22		10.68		83		10.68
	12.056	–		14.494		592		8.82		14.09		83		13.98
	14.495	–		18.185		591		6.00		16.43		581		16.42
	18.186	–		24.645		495		9.89		24.24		22		20.55
						2,964						1,457

401(k) Plan

In 1995, we established a contributory retirement plan, the 401(k) Plan, covering eligible employees with at least one year of service. The 401(k) Plan is designed to provide tax-deferred retirement benefits to employees in accordance with the provisions of Section 401(k) of the Internal Revenue Code.

The 401(k) Plan provides that each participant may annually contribute a fixed amount or a percentage of his or her salary, not to exceed the statutory limit. Mobile Mini may make a qualified non-elective contribution in an amount it determines. Under the terms of the 401(k) Plan, Mobile Mini may also make discretionary profit sharing contributions. Profit sharing contributions are allocated among participants based on their annual compensation. Each participant has the right to direct the investment of their funds among certain named plans. Mobile Mini contributes 10% of employees’ contributions up to a maximum of $500 per employee. We made matching contributions of $76,000, $88,000 and $91,000 in 2003, 2004 and 2005, respectively. Additionally, we incurred approximately $25,000, $18,000 and $6,000 in 2003, 2004 and 2005, respectively, for administrative costs on this program.

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(9) Commitments and Contingencies:

Leases

As discussed more fully in Note 7, Mobile Mini is obligated under noncancellable operating leases with related parties. We also lease our corporate offices and other properties and operating equipment from third parties under noncancellable operating leases. Rent expense under these agreements was approximately $5.2 million, $5.8 million and $6.8 million for the years ended December 31, 2003, 2004 and 2005, respectively. Total future commitments under all noncancellable agreements for the years ended December 31, are approximately as follows (in thousands):

2006	$	6,355
2007		5,407
2008		4,497
2009		3,479
2010		1,956
Thereafter		6,156
	$	27,850

The above table, for future lease commitments, includes renewal options on certain real estate lease options we currently anticipate to exercise in 2006.

Insurance

We maintain insurance coverage for our operations and employees with appropriate aggregate, per occurrence and deductible limits as we reasonably determine is necessary or prudent with current operations and historical experience. The majority of these coverages have large deductible programs which allow for potential improved cash flow benefits based on our loss control efforts. Our employee group health insurance program is a minimum premium plan. The insurance provider is responsible for funding all claims in excess of the calculated monthly maximum liability. This calculation is based on a variety of factors including the number of employees enrolled in the plan. This plan allows for some cash flow benefits while guarantying a maximum premium liability. Actual results may vary from estimates, even favorably, based on our actual experience at the end of the plan policy periods based on the carrier’s loss predictions and our historical claims data.

Our worker’s compensation, auto and general liability insurance is purchased under large deductible programs. Our current per incident deductibles are: worker’s compensation $250,000, auto $100,000 and general liability $100,000. We expense the deductible portion of the individual claims. However, we generally do not know the full amount of our exposure to a deductible in connection with any particular claim during the fiscal period in which the claim is incurred and for which we must make an accrual for the deductible expense. We make these accruals based on a combination of the claims development experience of our staff and our insurance companies, and, at year end, the accrual is reviewed and adjusted, in part, based on an independent actuarial review of historical loss data and using certain actuarial assumptions followed in the insurance industry. A high degree of judgment is required in developing these estimates of amounts to be accrued, as well as in connection with the underlying assumptions. In addition, our assumptions will change as our loss experience is developed. All of these factors have the potential for significantly impacting the amounts we have previously reserved in respect of anticipated deductible expenses, and we may be required in the future to increase or decrease amounts previously accrued. Under our various insurance programs, we have collective reserves recorded in accrued liabilities of $4.3 million and $6.0 million at December 31, 2004 and 2005, respectively.

As of December 31, 2005, in connection with the issuance of our insurance policies, we have provided our various insurance carriers approximately $3.6 million in letters of credit and an agreement under which we are contingently responsible for $2.3 million to provide credit support for our payment of the deductibles and/or loss limitation reimbursements under the insurance policies.

Florida Litigation

In April 2000, we acquired the portable storage business that was operated in Florida by A-1 Trailer Rental and several affiliated entities (collectively, “A-1 Trailer Rental”). Two lawsuits were filed against us in the State of Florida arising out of that acquisition and resulted in a verdict of $7.2 million. Although we disagreed with this verdict, we decided not to pursue any further legal appeals in defending this decision. The judgment and interest (totaling approximately $8.0 million) was paid in 2004 and was recorded, including other costs, as “Florida litigation expense” in our Consolidated Statements of Income for the year ended December 31, 2003.

In April 2005, Mobile Mini entered into a settlement agreement pursuant to which a third party partially reimbursed us for losses we sustained in connection with two lawsuits that arose in connection with the Florida acquisition in April 2000. The net proceeds are included in our Consolidated Statements of Income as “Other income” for the year ended December 31, 2005.

General Litigation

Mobile Mini is a party to routine claims incidental to its business. Most of these routine claims involve alleged damage to customers’ property while stored in units leased from us and damage alleged to have occurred during delivery and pick-up of containers. We carry insurance to protect us against loss from these types of claims, subject to deductibles under the policy. We do not believe that any of these incidental claims, individually or in the aggregate, is likely to have a material adverse effect on our business or results of operations.

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(10) Stockholders’ Equity:

On February 22, 2006, the Board of Directors approved a two-for-one stock split in the form of a 100 percent stock dividend payable on March 10, 2006, to shareholders of record as of the close of business on March 6, 2006. Per share amounts, share amounts and the weighted average numbers of shares outstanding have been retroactively revised for all periods presented.

(11) Acquisitions:

Mobile Mini enters new markets in one of two ways, either by a new branch start up or through acquiring a business consisting of the portable storage assets and related leases of other companies. An acquisition provides us with cash flow which enables us to immediately cover the overhead cost at the new branch. On occasion, we also purchase portable storage businesses in areas where we have existing smaller branches either as part of multi-market acquisitions or in order to increase our operating margins at those branches.

Mobile Mini acquired for cash, the portable storage assets and assumed certain liabilities of one business in each of the past three years. The accompanying consolidated financial statements include the operations of the acquired assets or businesses from the date of acquisition. The acquisition was accounted for as a purchase in accordance with SFAS No. 141, Business Combinations, and accordingly, the purchased assets and the assumed liabilities were recorded at their estimated fair values at the date of acquisition.

The aggregate purchase price of the assets and operations acquired consists of the following for the years ended December 31:

	2004		2005
	(In thousands)
Cash	$	1,240	$	6,879
Retirement of debt		18		—
Other acquisition costs		24		142
Total	$	1,282	$	7,021

The fair value of the assets purchased has been allocated as follows for the years ended December 31:

	2004			2005
	(In thousands)
Tangible assets	$	492		$	3,707
Intangible assets		25			25
Goodwill		785			3,339
Assumed liabilities		(20	)		(50	)
Total	$	1,282		$	7,021

The purchase prices for acquisitions have been allocated to the assets acquired and liabilities assumed based upon estimated fair values as of the acquisition dates and are subject to adjustment when additional information concerning asset and liability valuations are finalized. We do not believe any adjustments to the allocation will have any material effect on our results of operations or financial position.

Included in other assets and intangibles are non-compete agreements that are amortized over 5 years using the straight-line method with no residual value. Amortization expense for non-compete agreements was approximately $235,000, $194,000 and $147,000 in 2003, 2004 and 2005, respectively. Based on the carrying value at December 31, 2005, and assuming no subsequent impairment of the underlying assets, the annual amortization expense is expected to be $106,000 in 2006, $43,000 in 2007, $14,000 in 2008, $8,000 in 2009, and $4,000 in 2010.

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(12) Hurricane Katrina:

In the third quarter of 2005, as a result of assessing our damages resulting from Hurricane Katrina, we recorded an expense of approximately $1.7 million, of which $0.7 million is in accrued liabilities at December 31, 2005, related to expected expenditures not yet made. This charge is included in “Leasing, selling and general expenses” in our consolidated statements of income. We have received a limited reimbursement from our insurance company for certain trucks that were destroyed in the storm. Although we have filed a claim with our insurance companies for other damage to our former New Orleans facility and rental units and equipment located there, the insurance companies have informed us that they do not intend to cover damage caused by flooding rather than by the hurricane. Although we intend to pursue our insurance claims, there is uncertainty as to the timing and extent of any further insurance recovery. We subsequently relocated our New Orleans leasing and yard facilities to a new location.

(13) Other Comprehensive Income:

The components of accumulated other comprehensive income, net of tax, were as follows at December 31:

	2004			2005
	(In thousands)
Accumulated net unrealized holding gain on derivatives	$	(33	)	$	646
Foreign currency translation adjustment		367			484
Accumulated other comprehensive income	$	334		$	1,130

(14) Segment Reporting:

Our management approach includes evaluating each segment on which operating decisions are made based on performance, results and profitability. Currently, our branch operation is the only segment that concentrates on our core business of leasing and management analyzes results of operations at the entity level, consisting of a single reporting unit and segment. Each branch has similar economic characteristics covering all products leased or sold, including the same customer base, sales personnel, advertising, yard facilities, general and administrative costs and the branch management. Management’s allocation of resources, performance evaluations and operating decisions are not dependent on the mix of a branch’s products. We do not attempt to allocate shared revenue nor general, selling and leasing expenses to the different configurations of portable storage and office products for lease and sale. The branch operations includes the leasing and sales of portable storage units, portable offices and combination units configured for both storage and office space. We lease to businesses and consumers in the general geographic area relative to each branch. The operation includes Mobile Mini’s manufacturing facilities, which are responsible for the purchase, manufacturing and refurbishment of products for leasing, sales or equipment additions to our delivery system.

In managing our business, we focus on earnings per share and on our internal growth rate in leasing revenue, which we define as growth in lease revenues on a year over year basis at our branch locations in operation for at least one year, without inclusion of same market acquisitions.

Discrete financial data on each of our products is not available and it would be impractical to collect and maintain financial data in such a manner; therefore, based on the provisions of SFAS No. 131, reportable segment information is the same as contained in our consolidated financial statements.

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(15) Selected Consolidated Quarterly Financial Data (unaudited):

The following table sets forth certain unaudited selected consolidated financial information for each of the four quarters in the years ended December 31, 2004 and 2005. In management’s opinion, this unaudited consolidated quarterly selected information has been prepared on the same basis as the audited consolidated financial statements and includes all necessary adjustments, consisting only of normal recurring adjustments, that management considers necessary for a fair presentation when read in conjunction with the Consolidated Financial Statements and notes. The Company believes these comparisons of consolidated quarterly selected financial data are not necessarily indicative of future performance.

Quarterly earnings per share may not total to the fiscal year earnings per share due to the weighted average number of shares outstanding at the end of each period reported and rounding.

	First Quarter		Second Quarter			Third Quarter			Fourth Quarter
	(In thousands except earnings per share)
2004
Leasing revenues	$	32,147	$	35,744		$	38,915		$	43,050
Total revenues		36,524		41,113			43,523			47,181
Gross profit margin on sales		1,483		1,835			1,760			1,489
Income from operations		10,251		12,606			14,880			17,129
Net income		3,155		4,582			5,837			7,085
Earnings per share:
Basic	$	0.11	$	0.16		$	0.20		$	0.24
Diluted	$	0.11	$	0.16		$	0.20		$	0.24
2005
Leasing revenues	$	41,392	$	45,276		$	48,745		$	53,165
Total revenues		45,742		50,401			53,146			57,881
Gross profit margin on sales		1,455		1,851			1,583			1,765
Income from operations		15,985		18,242			18,343	(3)		21,644
Net income		6,384		10,146	(1)(2)		7,623	(3)		9,835
Earnings per share:
Basic	$	0.22	$	0.34	(1)(2)	$	0.25	(3)	$	0.32
Diluted	$	0.21	$	0.33	(1)(2)	$	0.25	(3)	$	0.31

(1)	Includes net proceeds of a settlement agreement of $3.2 million ($1.9 million after tax), or $0.06 per diluted share.
(2)	Includes a $520,000 income tax benefit for valuation reserve decrease, or $0.02 per diluted share.
(3)	Includes Hurricane Katrina-related expense of $1.7 million ($1.0 million after tax), or $0.03 per diluted share.

(16) Subsequent Events:

On February 17, 2006, we modified our revolving credit facility and entered into a $350.0 million Second Amended and Restated Loan and Security Agreement with our lenders. The Second Amended credit facility covered approximately $173.9 million of outstanding obligations under the previous amendment. The new credit facility is scheduled to expire in February 2011.

On March 13, 2006, we entered into a Share Purchase Agreement with Triton CSA International B.V., to acquire three companies of the Royal Wolf Group for approximately $52.5 million. The entities include: (i) A Royal Wolf Portable Storage, Inc., operating in the United States; (ii) Royalwolf Trading (UK) Limited, operating in the United Kingdom; and (iii) Royal Wolf Containers B.V., operating in the Netherlands. The acquisition of these businesses collectively did not meet the materiality threshold established by the Securities and Exchange Commission that would otherwise require reporting separate financial information for these companies should the acquisition ultimately be consummated.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There were no disagreements with accountants on accounting and financial disclosure matters during the periods reported herein.

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ITEM 9A. CONTROLS AND PROCEDURES.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures, subject to the limitations as noted below, were effective during the period and as of the end of the period covered by this annual report.

Because of inherent limitations, our disclosure controls and procedures may not prevent or detect misstatements. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the controls system are met. Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting that occurred during the year ended December 31, 2005, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Sarbanes-Oxley Act of 2002 (the Act) imposed many requirements regarding corporate governance and financial reporting. One requirement under section 404 of the Act is for management to report on the Company’s internal control over financial reporting and for our independent registered public accountants to attest to this report. Management’s Report on Internal Control Over Financial Reporting and our Independent Registered Public Accounting Firm’s report with respect to management’s assessment of the effectiveness of internal control over financial reporting are included in Item 8, “Financial Statements and Supplementary Data”.

ITEM 9B. OTHER INFORMATION.

None

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information set forth in our 2006 Proxy Statement under the heading “Election of Directors” is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

The information set forth in our 2006 Proxy Statement under the heading “Executive Compensation” is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information set forth in our 2006 Proxy Statement under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information set forth in our 2006 Proxy Statement under the caption “Related Party Transactions” is incorporated herein by reference.

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information set forth in our 2006 Proxy Statement under the caption “Fees Billed by Ernst & Young” is incorporated herein by reference.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Financial Statements:

(1)	The financial statements required to be included in this Report are included in Item 8 of this Report.
(2)	The following financial statement schedule for the years ended December 31, 2003, 2004 and 2005 is filed with our annual report on Form 10-K for fiscal year ended December 31, 2005:
	Schedule II – Valuation and Qualifying Accounts
	All other schedules have been omitted because they are not applicable or not required.

(b) Exhibits:

Exhibit
Number	Description	Page
3.1	Amended and Restated Certificate of Incorporation of Mobile Mini, Inc. (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 1997).
3.1.1	Certificate of Amendment, dated July 20, 2000, to the Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2000).
3.1.2	Certificate of Designation, Preferences and Rights of Series C Junior Participating Preferred Stock of Mobile Mini, Inc., dated December 17, 1999 (Incorporated by reference to the Registrant’s Report on Form 8-K dated December 13, 1999).
3.2	Amended and Restated By-laws of Mobile Mini, Inc., as amended and restated on February 22, 2006 (Filed herewith).
4.1	Form of Common Stock Certificate. (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 2003).
4.2	Rights Agreement, dated as of December 9, 1999, between Mobile Mini, Inc. and Norwest Bank Minnesota, NA, as Rights Agent. (Incorporated by reference to the Registrant’s Report on Form 8-K dated December 13, 1999).
4.3	Indenture, dated as of June 26, 2003, among Mobile Mini, Inc., the Guarantors named therein, and Wells Fargo Bank Minnesota, N.A., as Trustee. (Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-4 filed on July 25, 2003 (No. 333-107373).)
10.1	Mobile Mini, Inc. Amended and Restated 1994 Stock Option Plan. (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 1997).
10.2	Mobile Mini, Inc. Amended and Restated 1999 Stock Option Plan (as amended through March 25, 2003). (Incorporated by reference to Appendix B of the Registrant’s Definitive Proxy Statement for its 2003 annual meeting of shareholders, filed with the Commission on April 11, 2003 under cover of Schedule 14A).
10.2.1	Form of Stock Option Grant Agreement (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 2004).

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Exhibit
Number	Description	Page
10.3.1	Second Amended and Restated Loan and Security Agreement, dated as of February 17, 2006, among Mobile Mini, Inc., each of the financial institutions a signatory thereto, together with assigns, as Lenders, and Deutsche Bank AG, New York Branch, as Agent (Filed herewith).
10.3.2	Amended and Restated Subsidiary Security Agreement, dated February 17, 2006, by each subsidiary of Mobile Mini, Inc. and Deutsche Bank AG, New York Branch, as Agent (Filed herewith).
10.3.3	Amended and Restated Pledge Agreement, dated February 17, 2006 by Mobile Mini, Inc., each of its subsidiaries and Deutsche Bank AG, New York Branch, as Agent (Filed herewith).
10.3.4	Amended and Restated Guaranty, dated February 17, 2006, by each subsidiary of Mobile Mini, Inc. to Deutsche Bank AG, New York Branch, as Agent (Filed herewith).
10.4	Lease Agreement by and between Steven G. Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E. Bunger and Mobile Mini Storage Systems dated January 1, 1994. (Incorporated by reference to the Registrant’s Registration Statement on Form SB-2 (No. 33-71528-LA), as amended).
10.5	Lease Agreement by and between Steven G. Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E. Bunger and Mobile Mini Storage Systems dated January 1, 1994. (Incorporated by reference to the Registrant’s Registration Statement on Form SB-2 (No. 33-71528-LA), as amended).
10.6	Lease Agreement by and between Steven G. Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E. Bunger and Mobile Mini Storage Systems dated January 1, 1994. (Incorporated by reference to the Registrant’s Registration Statement on Form SB-2 (No. 33-71528-LA), as amended).
10.7	Lease Agreement by and between Mobile Mini Systems, Inc. and Mobile Mini Storage Systems dated January 1, 1994. (Incorporated by reference to the Registrant’s Registration Statement on Form SB-2 (No. 33-71528-LA), as amended).
10.8	Amendment to Lease Agreement by and between Steven G. Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E. Bunger and Mobile Mini Storage Systems dated August 15, 1994. (Incorporated by reference to the Registrant’s Report on Form 10-QSB for the quarter ended September 30, 1994).
10.9	Amendment to Lease Agreement by and between Steven G. Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E. Bunger and Mobile Mini Storage Systems dated August 15, 1994. (Incorporated by reference to the Registrant’s Report on Form 10-QSB for the quarter ended September 30, 1994).
10.10	Amendment to Lease Agreement by and between Steven G. Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E. Bunger and Mobile Mini Storage Systems dated August 15, 1994. (Incorporated by reference to the Registrant’s Report on Form 10-QSB for the quarter ended September 30, 1994).
10.11	Amendment to Lease Agreement by and between Mobile Mini Systems, Inc., a California corporation, and the Registrant dated December 30, 1994. (Incorporated by reference to the Registrant’s Report on Form 10-KSB for the fiscal year ended December 31, 1994).
10.12	Lease Agreement by and between Richard E. and Barbara M. Bunger and the Registrant dated November 1, 1995. (Incorporated by reference to the Registrant’s Report on Form 10-KSB for the fiscal year ended December 31, 1995).
10.13	Amendment to Lease Agreement by and between Richard E. and Barbara M. Bunger and the Registrant dated November 1, 1995. (Incorporated by reference to the Registrant’s Report on Form 10-KSB for the fiscal year ended December 31, 1995).

68

Exhibit
Number	Description	Page
10.14	Amendment No. 2 to Lease Agreement between Mobile Mini Systems, Inc. and the Registrant. (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 1997).
10.15	Employment Agreement dated September 22, 1999 between Mobile Mini, Inc. and Steven G. Bunger. (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 2003).
10.16	Employment Agreement dated September 22, 1999 between Mobile Mini, Inc. and Lawrence Trachtenberg. (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 2003).
10.17	Second Amendment to Lease, made and entered into effective as of December 31, 2003, by and between CAZ Enterprises, L.L.C. (successor in interest to Steven G. Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J. Blackwell and Susan E. Bunger), as Landlord, and Mobile Mini, Inc., as successor in interest to Mobile Mini Storage Systems, as Tenant [relates to premises identified as 3848 South 36th Street, Phoenix, Arizona]. (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 2003).
10.18	Second Amendment to Lease, made and entered into effective as of December 31, 2003, by and between CAZ Enterprises, L.L.C. (successor in interest to Steven G. Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J. Blackwell and Susan E. Bunger), as Landlord, and Mobile Mini, Inc., as successor in interest to Mobile Mini Storage Systems, as Tenant [relates to premises identified as 3434 East Wood Street, Phoenix, Arizona]. (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 2003).
10.19	Second Amendment to Lease, made and entered into effective as of December 31, 2003, by and between Three and Two Enterprises, L.L.C. (successor in interest to Steven G. Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J. Blackwell and Susan E. Bunger), as Landlord, and Mobile Mini, Inc., as successor in interest to Mobile Mini Storage Systems, as Tenant [relates to premises identified as 1485 West Glenn, Tucson, Arizona]. (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 2003).
10.20	Form of Indemnification Agreement between the Registrant and its Directors and Executive Offices. (Incorporated by reference to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2004).
21	Subsidiaries of Mobile Mini, Inc. (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 2004).
23.1	Consent of Independent Registered Public Accounting Firm. (Filed herewith).
31.1	Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K. (Filed herewith).
31.2	Certification of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-K. (Filed herewith).
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Item 601(b)(32) of Regulation S-K. (Filed herewith).

69

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		MOBILE MINI, INC.
Date: March 15, 2006	By:	/s/ Steven G. Bunger
		Steven G. Bunger, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: March 15, 2006	By:	/s/ Steven G. Bunger
		Steven G. Bunger, President, Chief Executive Officer and
		Director (Principal Executive Officer)
Date: March 15, 2006	By:	/s/ Lawrence Trachtenberg
		Lawrence Trachtenberg, Executive Vice President, Chief
		Financial Officer and Director (Principal Financial Officer)
Date: March 15, 2006	By:	/s/ Deborah K. Keeley
		Deborah K. Keeley, Senior Vice President and Chief
		Accounting Officer (Principal Accounting Officer)
Date: March 15, 2006	By:	/s/ Jeffrey S. Goble
		Jeffrey S. Goble, Director
Date: March 15, 2006	By:	/s/ Ronald J. Marusiak
		Ronald J. Marusiak, Director
Date: March 15, 2006	By:	/s/ Stephen A McConnell
		Stephen A McConnell, Director
Date: March 15, 2006	By:	/s/ Michael L. Watts
		Michael L. Watts, Director

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SCHEDULE II

MOBILE MINI, INC.

VALUATION AND QUALIFYING ACCOUNTS
(In thousands)

	For the years ended December 31,
	2003			2004			2005
Allowance for doubtful accounts:
Balance at beginning of year	$	2,131		$	2,102		$	2,701
Provision charged to expense		2,360			2,251			3,036
Provision for Hurricane Katrina		—			—			50
Write-offs		(2,389	)		(1,652	)		(2,553	)
Balance at end of year	$	2,102		$	2,701		$	3,234

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EXHIBIT INDEX

Exhibit
Number	Description	Page
3.1	Amended and Restated Certificate of Incorporation of Mobile Mini, Inc. (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 1997).
3.1.1	Certificate of Amendment, dated July 20, 2000, to the Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2000).
3.1.2	Certificate of Designation, Preferences and Rights of Series C Junior Participating Preferred Stock of Mobile Mini, Inc., dated December 17, 1999 (Incorporated by reference to the Registrant’s Report on Form 8-K dated December 13, 1999).
3.2	Amended and Restated By-laws of Mobile Mini, Inc., as amended and restated on February 22, 2006 (Filed herewith).
4.1	Form of Common Stock Certificate. (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 2003).
4.2	Rights Agreement, dated as of December 9, 1999, between Mobile Mini, Inc. and Norwest Bank Minnesota, NA, as Rights Agent. (Incorporated by reference to the Registrant’s Report on Form 8-K dated December 13, 1999).
4.3	Indenture, dated as of June 26, 2003, among Mobile Mini, Inc., the Guarantors named therein, and Wells Fargo Bank Minnesota, N.A., as Trustee. (Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-4 filed on July 25, 2003 (No. 333-107373).)
10.1	Mobile Mini, Inc. Amended and Restated 1994 Stock Option Plan. (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 1997).
10.2	Mobile Mini, Inc. Amended and Restated 1999 Stock Option Plan (as amended through March 25, 2003). (Incorporated by reference to Appendix B of the Registrant’s Definitive Proxy Statement for its 2003 annual meeting of shareholders, filed with the Commission on April 11, 2003 under cover of Schedule 14A).
10.2.1	Form of Stock Option Grant Agreement (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 2004).
10.3.1	Second Amended and Restated Loan and Security Agreement, dated as of February 17, 2006, among Mobile Mini, Inc., each of the financial institutions a signatory thereto, together with assigns, as Lenders, and Deutsche Bank AG, New York Branch, as Agent (Filed herewith).
10.3.2	Amended and Restated Subsidiary Security Agreement, dated February 17, 2006, by each subsidiary of Mobile Mini, Inc. and Deutsche Bank AG, New York Branch, as Agent (Filed herewith).
10.3.3	Amended and Restated Pledge Agreement, dated February 17, 2006 by Mobile Mini, Inc., each of its subsidiaries and Deutsche Bank AG, New York Branch, as Agent (Filed herewith).
10.3.4	Amended and Restated Guaranty, dated February 17, 2006, by each subsidiary of Mobile Mini, Inc. to Deutsche Bank AG, New York Branch, as Agent (Filed herewith).
10.4	Lease Agreement by and between Steven G. Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E. Bunger and Mobile Mini Storage Systems dated January 1, 1994. (Incorporated by reference to the Registrant’s Registration Statement on Form SB-2 (No. 33-71528-LA), as amended).
10.5	Lease Agreement by and between Steven G. Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E. Bunger and Mobile Mini Storage Systems dated January 1, 1994. (Incorporated by reference to the Registrant’s Registration Statement on Form SB-2 (No. 33-71528-LA), as amended).

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Exhibit
Number	Description	Page
10.6	Lease Agreement by and between Steven G. Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E. Bunger and Mobile Mini Storage Systems dated January 1, 1994. (Incorporated by reference to the Registrant’s Registration Statement on Form SB-2 (No. 33-71528-LA), as amended).
10.7	Lease Agreement by and between Mobile Mini Systems, Inc. and Mobile Mini Storage Systems dated January 1, 1994. (Incorporated by reference to the Registrant’s Registration Statement on Form SB-2 (No. 33-71528-LA), as amended).
10.8	Amendment to Lease Agreement by and between Steven G. Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E. Bunger and Mobile Mini Storage Systems dated August 15, 1994. (Incorporated by reference to the Registrant’s Report on Form 10-QSB for the quarter ended September 30, 1994).
10.9	Amendment to Lease Agreement by and between Steven G. Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E. Bunger and Mobile Mini Storage Systems dated August 15, 1994. (Incorporated by reference to the Registrant’s Report on Form 10-QSB for the quarter ended September 30, 1994).
10.10	Amendment to Lease Agreement by and between Steven G. Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E. Bunger and Mobile Mini Storage Systems dated August 15, 1994. (Incorporated by reference to the Registrant’s Report on Form 10-QSB for the quarter ended September 30, 1994).
10.11	Amendment to Lease Agreement by and between Mobile Mini Systems, Inc., a California corporation, and the Registrant dated December 30, 1994. (Incorporated by reference to the Registrant’s Report on Form 10-KSB for the fiscal year ended December 31, 1994).
10.12	Lease Agreement by and between Richard E. and Barbara M. Bunger and the Registrant dated November 1, 1995. (Incorporated by reference to the Registrant’s Report on Form 10-KSB for the fiscal year ended December 31, 1995).
10.13	Amendment to Lease Agreement by and between Richard E. and Barbara M. Bunger and the Registrant dated November 1, 1995. (Incorporated by reference to the Registrant’s Report on Form 10-KSB for the fiscal year ended December 31, 1995).
10.14	Amendment No. 2 to Lease Agreement between Mobile Mini Systems, Inc. and the Registrant. (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 1997).
10.15	Employment Agreement dated September 22, 1999 between Mobile Mini, Inc. and Steven G. Bunger. (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 2003).
10.16	Employment Agreement dated September 22, 1999 between Mobile Mini, Inc. and Lawrence Trachtenberg. (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 2003).
10.17	Second Amendment to Lease, made and entered into effective as of December 31, 2003, by and between CAZ Enterprises, L.L.C. (successor in interest to Steven G. Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J. Blackwell and Susan E. Bunger), as Landlord, and Mobile Mini, Inc., as successor in interest to Mobile Mini Storage Systems, as Tenant [relates to premises identified as 3848 South 36th Street, Phoenix, Arizona]. (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 2003).

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Exhibit
Number	Description	Page
10.18	Second Amendment to Lease, made and entered into effective as of December 31, 2003, by and between CAZ Enterprises, L.L.C. (successor in interest to Steven G. Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J. Blackwell and Susan E. Bunger), as Landlord, and Mobile Mini, Inc., as successor in interest to Mobile Mini Storage Systems, as Tenant [relates to premises identified as 3434 East Wood Street, Phoenix, Arizona]. (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 2003).
10.19	Second Amendment to Lease, made and entered into effective as of December 31, 2003, by and between Three and Two Enterprises, L.L.C. (successor in interest to Steven G. Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J. Blackwell and Susan E. Bunger), as Landlord, and Mobile Mini, Inc., as successor in interest to Mobile Mini Storage Systems, as Tenant [relates to premises identified as 1485 West Glenn, Tucson, Arizona]. (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 2003).
10.20	Form of Indemnification Agreement between the Registrant and its Directors and Executive Offices. (Incorporated by reference to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2004).
21	Subsidiaries of Mobile Mini, Inc. (Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 2004).
23.1	Consent of Independent Registered Public Accounting Firm. (Filed herewith).
31.1	Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K. (Filed herewith).
31.2	Certification of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-K. (Filed herewith).
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Item 601(b)(32) of Regulation S-K. (Filed herewith).

74

EX-3.2

                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                                MOBILE MINI, INC.
                             A DELAWARE CORPORATION

                        [As amended and restated through
                               February 22, 2006]


                                        1



                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
1.  OFFICES..............................................................     1
    1.1.  Principal Office...............................................     1
    1.2.  Other Offices..................................................     1

2.  CERTIFICATE OF INCORPORATION.........................................     1
    2.1.  References Thereto.............................................     1
    2.2.  Seniority Thereof..............................................     1

3.  SEAL.................................................................     1
    3.1.  Form Thereof...................................................     1
    3.2.  Use............................................................     1
    3.3.  Authorization..................................................     2

4.  MEETINGS OF STOCKHOLDERS.............................................     2
    4.1.  Annual Meetings................................................     2
    4.2.  Special Meetings...............................................     2
    4.3.  Action of Stockholders Without a Meeting.......................     2
    4.4.  Notice of Meetings.............................................     2
    4.5.  Adjourned Meetings.............................................     3
    4.6.  Quorum.........................................................     3
    4.7.  Notice of Stockholder Business at Annual Meetings..............     3
    4.8.  Requisite Vote.................................................     4
    4.9.  Manner of Voting...............................................     4
    4.10. Record Date for Stockholders...................................     7
    4.11. Voting Records.................................................     7
    4.12. Election Inspectors............................................     8
    4.13. Organization and Conduct of Meetings...........................     8
    4.14. Informalities and Irregularities...............................     9

5.  BOARD OF DIRECTORS...................................................     9
    5.1.  Powers.........................................................     9
    5.2.  Membership.....................................................    10
    5.3.  Nominations of Directors.......................................    10
    5.4.  Vacancies......................................................    11
    5.5.  Removal of Directors...........................................    11
    5.6.  Meetings.......................................................    11
    5.7.  Action by Directors Without a Meeting..........................    12
    5.8.  Notice of Meetings.............................................    12
    5.9.  Adjourned Meetings.............................................    12
    5.10. Quorum.........................................................    13
    5.11. Voting Requirements............................................    13
    5.12. Presumption of Assent..........................................    13
    5.13. Compensation...................................................    13



                                        i



                                                                         
    5.14. Director Conflicts of Interest.................................    13

6.  EXECUTIVE AND OTHER COMMITTEES.......................................    14
    6.1.  Creation.......................................................    14
    6.2.  Powers.........................................................    14
    6.3.  Tenure and Removal.............................................    14
    6.4.  Vacancies......................................................    14
    6.5.  Organization...................................................    14
    6.6.  Quorum and Voting..............................................    15
    6.7.  Minutes........................................................    15

7.  OFFICERS.............................................................    15
    7.1.  Officers; Appointment..........................................    15
    7.2.  Removal of Officers............................................    15
    7.3.  Salaries.......................................................    15
    7.4.  Vacancies......................................................    15
    7.5.  Delegation.....................................................    16
    7.6.  Chairman of the Board..........................................    16
    7.7.  President and Vice President...................................    16
    7.8.  Secretary and Assistant Secretary..............................    16
    7.9.  Treasurer and Assistant Treasurer..............................    17
    7.10. Controller.....................................................    17

8.  RESIGNATIONS.........................................................    17
    8.1.  Resignations...................................................    17

9.  BOOKS AND RECORDS....................................................    18
    9.1.  Books and Records..............................................    18
    9.2.  Inspection.....................................................    18

10. STOCK CERTIFICATES...................................................    18
    10.1. Form Thereof...................................................    18
    10.2. Signatures and Seal Thereon....................................    18
    10.3. Ownership......................................................    18
    10.4. Transfers......................................................    19
    10.5. Lost Certificates..............................................    19

11. REPEAL, ALTERATION OR AMENDMENT......................................    19
    11.1. Repeal, Alteration or Amendment................................    19

12. MISCELLANEOUS........................................................    19
    12.1. Indemnification................................................    19
    12.2. Dividends......................................................    19
    12.3. Representation of Shares of Other Corporations.................    20
    12.4. Construction and Definitions...................................    20
    12.5. Fiscal Year....................................................    20
    12.6. Conduct of Meetings............................................    20




                                       ii



                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                                MOBILE MINI, INC.
                             A DELAWARE CORPORATION

            (as amended through, and effective on, February 22, 2006)

                                   1. OFFICES

     1.1. PRINCIPAL OFFICE. The principal office for the transaction of the
business of the Corporation shall be fixed by the Board of Directors, either
within or without the State of Delaware, by formal resolution. The Board of
Directors shall have full power and authority from time to time to change the
location of the principal office of the Corporation.

     1.2. OTHER OFFICES. The Corporation may also have offices at such other
places, both within or without the State of Delaware, as the Board of Directors
may from time to time determine or the business of the Corporation may require.

                         2. CERTIFICATE OF INCORPORATION

     2.1. REFERENCES THERETO. Any reference herein made to the Certificate of
Incorporation refers to the Corporation's Certificate of Incorporation and all
amendments thereto as at any given time on file with the Secretary of State of
the State of Delaware.

     2.2. SENIORITY THEREOF. The Delaware General Corporation Law will in all
respects be considered superior to the Certificate of Incorporation with any
inconsistency resolved in favor of the Delaware General Corporation Law. The
Delaware General Corporation Law and the Certificate of Incorporation will in
all respects be considered senior and superior to these Bylaws, with any
inconsistency to be resolved in favor of the Delaware General Corporation Law
and the Certificate of Incorporation, and with these Bylaws to be deemed
automatically amended from time to time to eliminate any such inconsistency
which may then exist.

                                     3. SEAL

     3.1. FORM THEREOF. The seal of the Corporation will have inscribed thereon
the name of the Corporation and the state and year of its incorporation.

     3.2. USE. Except to the extent otherwise required by law or these Bylaws,
the seal of the Corporation shall not be required to be affixed to any document
or instrument



of the Corporation in order for such document or instrument to be valid and
binding upon the Corporation.

     3.3. AUTHORIZATION. In the absence of the Secretary or Assistant Secretary,
any officer authorized by the Board of Directors to do so may affix the seal of
the Corporation to any instrument requiring a seal.

                           4. MEETINGS OF STOCKHOLDERS

     4.1. ANNUAL MEETINGS.

          (a) The annual meeting of stockholders will be held on such day and at
such time and place as the Board of Directors shall determine.

          (b) The Chairman of the Board or, in his absence, the President or
such other officer as the Board of Directors shall specify shall preside at the
annual meeting of stockholders.

          (c) At each annual meeting, the stockholders shall elect directors for
the class of directors whose term is then ending and transact such other
business as may be properly brought before them.

     4.2. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose
or purposes, unless otherwise prescribed by statute, may be called by the
Chairman of the Board and shall be called by the Secretary at the written
request, or by resolution adopted by the affirmative vote, of a majority of the
Board of Directors. Such request shall state the purpose or purposes of the
proposed meeting. The business which may be conducted at any such special
meeting will be confined to the purpose or purposes stated in the notice thereof
and to such additional matters as the chairman of such meeting may rule to be
germane to such purpose or purposes.

     4.3. ACTION OF STOCKHOLDERS WITHOUT A MEETING. Stockholders shall not have
the power to act by means of a written consent.

     4.4. NOTICE OF MEETINGS.

          (a) Written notice stating the day, time and place (which may be
within or without the State of Delaware) of any meeting of stockholders and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called shall be delivered not less than ten (10) nor more than sixty (60) days
before the day of the meeting.

          (b) The Secretary of the Corporation at the direction of the person or
persons calling the meeting shall deliver or give such notice by mail or by any
other means permitted by the Delaware General Corporation Law (including,
without limitation, personal delivery and delivery by means of electronic
communication, such as telefacsimile and email) to each stockholder of record
entitled to vote at such meeting.


                                        2



          (c) If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, addressed to the
stockholder at his address as it appears on the stock transfer books of the
Corporation. If delivered or given by any other permitted means, such notice
shall be deemed delivered when dispatched by any generally accepted means of
electronic communication, addressed to the stockholder at an address of or for
that stockholder that is appropriate in view of the means of communication used.
Personal delivery of any such notice to any officer of a corporation or
association or to any member of a partnership shall constitute delivery of such
notice to such corporation, association or partnership.

          (d) Whenever any notice is required to be given to any stockholder, a
waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be equivalent to
the giving of such notice. Attendance of a person at a meeting shall constitute
a waiver of notice of such meeting unless that person is attending the meeting
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.

     4.5. ADJOURNED MEETINGS. When a meeting is adjourned to another time or
place, unless the Bylaws otherwise require, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken. At the adjourned meeting, the Corporation may
transact any business that might have been transacted at the original meeting.
If the adjournment is for more than thirty (30) days or, if after the
adjournment, a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

     4.6. QUORUM. A majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of stockholders. All
shares represented and entitled to vote on any single subject matter that may be
brought before the meeting shall be counted for the purposes of determining a
quorum. Only those shares entitled to vote on a particular subject matter shall
be counted for the purposes of voting on that subject matter. Business may be
conducted once a quorum is present and may continue until adjournment of the
meeting notwithstanding the withdrawal or temporary absence of sufficient shares
to reduce the number present to less than a quorum.

     4.7. NOTICE OF STOCKHOLDER BUSINESS AT ANNUAL MEETINGS. At any annual
meeting of stockholders, only such business shall be conducted as shall have
been properly brought before the meeting. In addition to any other requirements
imposed by or pursuant to law, the Certificate of Incorporation or these Bylaws,
each item of business to be properly brought before an annual meeting must (a)
be specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board or the persons calling the meeting pursuant to the
Certificate of Incorporation; (b) be otherwise properly brought before the
meeting by or at the direction of the Board; or (c) be otherwise properly
brought before the meeting by a stockholder. For business to be properly brought
before an annual meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation. To be
timely, a


                                        3



shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 90 days nor more
than 120 days prior to the annual meeting; provided, however, that in the event
less than 100 days' notice or prior public disclosure of the date of the annual
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. For purposes of these Bylaws "public
disclosure" shall mean disclosure in a press release reported by the Dow Jones,
Associated Press, Reuters or comparable national news service, or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"). A stockholder's notice to the Secretary shall set
forth as to each matter he or she purposes to bring before the annual meeting
(a) a brief description of the business desired to be brought before the meeting
and the reasons for conducting such business a the annual meeting, (b) the name
and address, as they appear on the Corporation's books, of the stockholder(s)
proposing such business, (c) the class and number of shares of the Corporation
which are beneficially owned by the proposing stockholder(s), and (d) any
material interest of the proposing stockholder(s) in such business. The chairman
of the annual meeting shall, if the facts warrant, determine and declare to the
annual meeting that business was not properly brought before the annual meeting
in accordance with the provisions of this Section; and if he or she should so
determine, shall so declare to the meeting and any such business not properly
brought before the annual meeting shall not be transacted. The chairman of the
meeting shall have absolute authority to decide questions of compliance with the
foregoing procedures, and his or her ruling thereon shall be final and
conclusive. The provisions of this Section shall also govern what constitutes
timely notice for purposes of Rule 14a-4(c) under the 1934 Act.

     4.8. REQUISITE VOTE. When a quorum is present or represented at any
meeting, the vote of the holders of a majority of the shares entitled to vote
which are present in person or represented by proxy shall decide any questions
brought before such meeting, unless the question is one upon which, by express
provision of law, the Certificate of Incorporation or by these Bylaws, a
different vote is required, in which case such express provisions shall govern
and control the decision of such question.

     4.9. MANNER OF VOTING. Except as otherwise provided by the Certificate of
Incorporation or by the Delaware General Corporation Law, each share of stock
represented at any meeting of the stockholders shall be entitled to one vote.
Except as otherwise herein provided, the recordholder of each share of stock, as
determined by the name appearing on the Corporation's books, shall be the person
empowered to cast the vote. Voting will be by ballot on any question as to which
a ballot vote is demanded, prior to the time the voting begins, by any person
entitled to vote on such question; otherwise, a voice vote will suffice. No
ballot or change of vote will be accepted after the polls have been declared
closed following the end of the announced time for voting. The following
additional provisions shall apply to the voting of shares:

          (a) Treasury Stock. Shares of its own stock belonging to this
Corporation or to another corporation, if a majority of the shares entitled to
vote in the


                                        4



elections of directors of such other corporation is held by this Corporation,
shall neither be entitled to vote nor counted for quorum purposes. Nothing in
this subparagraph shall be construed as limiting the right of this Corporation
to vote its own stock held by it in a fiduciary capacity.

          (b) Proxies.

               (1)  A stockholder may vote either in person or by proxy executed
                    in writing by the stockholder or by his duly authorized
                    attorney-in-fact. In the event any instrument granting a
                    proxy shall designate two or more persons to act as proxy,
                    any of such persons present at the meeting shall have and
                    may exercise all the powers conferred by such instrument
                    upon all the persons so designated unless such instrument
                    shall otherwise provide.

               (2)  No proxy shall be valid after eleven (11) months from the
                    date of its execution unless otherwise provided in the
                    proxy.

               (3)  A duly executed proxy shall be irrevocable if it states that
                    it is irrevocable and if, and only as long as, it is coupled
                    with an interest sufficient at law to support an irrevocable
                    power. A proxy may be made irrevocable regardless of whether
                    the interest with which it is coupled is an interest in the
                    share itself or an interest in the Corporation or other
                    entity generally.

               (4)  A proxy is not revoked by the death or incapacity of the
                    maker unless, before the vote is counted or quorum is
                    determined, written notice of the death or incapacity is
                    given to the Secretary of the Corporation. A proxy may be
                    revoked by an instrument expressly revoking it, a duly
                    executed proxy bearing a later date, or the attendance of
                    the person executing the proxy at the meeting and his voting
                    of his shares personally.

          (c) Corporate Stockholders.

               (1)  Shares standing in the name of another corporation, a
                    limited liability company, a partnership or other entity,
                    domestic or foreign, may be voted by such officer, partner,
                    member, agent or proxy as the bylaws or other similar
                    instrument of such other corporation or other entity may
                    prescribe or, in the absence of such provision, as the board
                    of directors or other body of such other corporation or
                    other entity may determine.


                                        5



               (2)  The Secretary of the Corporation and the election inspectors
                    may accept the apparent authority of any officer or other
                    signatory purporting to have authority, and the Secretary of
                    the Corporation or the election inspectors shall have the
                    authority (but not the duty) to require that such documents
                    be filed with the Secretary of the Corporation in order to
                    verify the authority and power of any such officer, partner,
                    member, agent or proxy to vote the shares of the Corporation
                    held by any such other corporation or other entity.

          (d) Shares Held by Fiduciary.

               (1)  Shares held by an administrator, executor, guardian,
                    conservator or personal representative may be voted by him,
                    either in person or by proxy, without a transfer of such
                    shares into his name.

               (2)  Shares standing in the name of a trustee, other than a
                    trustee in bankruptcy, may be voted by him, either in person
                    or by proxy, but no such trustee shall be entitled to vote
                    shares held by him without a transfer of such shares into
                    his name.

               (3)  Shares standing in the name of a receiver, trustee in
                    bankruptcy or assignee for the benefit of creditors may be
                    voted by such representative, either in person or by proxy,
                    without the transfer thereof into his name if authority to
                    do so is contained in an appropriate order of the court by
                    which such receiver or trustee was appointed.

               (4)  The Secretary of the Corporation or the election inspectors
                    shall have the authority (but not the duty) to require that
                    such documents be filed with the Secretary of the
                    Corporation in order to verify the authority and power of
                    any such representative or other fiduciary to vote the
                    shares of the Corporation registered in the name of such
                    other person.

          (e) Pledged Shares. A stockholder whose shares are pledged shall be
entitled to vote such shares until the shares have been transferred into the
name of the pledgee or unless the pledgee is specifically empowered by such
stockholder to vote the stockholder's shares.

          (f) Joint Owners. If shares stand in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety or tenants by community property or otherwise, or if two
or more persons


                                        6



have the same fiduciary relationship respecting the same shares, unless the
Corporation is given written notice to the contrary and is furnished with a copy
of the instrument or order appointing them or creating the relationship wherein
it is so provided, their acts with respect to voting shall have the following
effect:

               (1)  If only one votes, his acts bind.

               (2)  If more than one votes, the act of the majority so voting
                    binds all.

               (3)  If more than one votes, but the vote is evenly split on any
                    particular matter, each faction may vote the shares in
                    question proportionally.

     4.10. RECORD DATE FOR STOCKHOLDERS.

          (a) In order to determine the stockholders entitled to notice of or to
vote at any meeting of stockholders, or entitled to give their consent to
corporate action in writing without a meeting, the Board of Directors may fix,
in advance, a record date that shall not exceed sixty (60) days nor be less than
ten (10) days preceding the day of such meeting or other action. In order to
determine the stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders entitled to exercise
any rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date that shall not be more than sixty (60) days prior to such action.

          (b) The stockholders entitled to notice of or to vote at a meeting of
stockholders will be determined as of the applicable record date if one has been
fixed; otherwise, if no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at five o'clock in the evening Eastern time on the fifth day before the day
on which notice is given and, if no other record date is fixed, the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting shall be the time of the day on which the first
written consent is provided.

     4.11. VOTING RECORDS. The Secretary of the Corporation shall obtain from
the transfer agent of the Corporation a complete record of the stockholders
entitled to vote at any meeting of stockholders or any adjournment thereof,
arranged in alphabetical order and with the address of and the number of shares
held by each. Such record shall be produced at least ten (10) days prior to the
meeting, shall be kept open at the time and place of the meeting or such other
place as specified in the notice of the meeting, and shall be subject to the
inspection of any stockholder during such ten (10) day period and during the
whole time of the meeting for the purposes thereof.


                                        7



     4.12. ELECTION INSPECTORS.

          (a) The Board of Directors, in advance of any meeting of stockholders,
may appoint an election inspector or inspectors to act at such meeting (and any
adjournment thereof). If an election inspector or inspectors are not so
appointed, the chairman of the meeting shall make such appointment. If any
person appointed as an inspector fails to appear or to act, the chairman of the
meeting may appoint a substitute.

          (b) If appointed, the election inspector or inspectors (acting through
a majority of them if there be more than one) will determine the number of
shares outstanding, the authenticity, validity and effect of proxies and the
number of shares represented at the meeting in person and by proxy; they will
receive and count votes, ballots and consents and announce the results thereof;
they will hear and determine all challenges and questions pertaining to proxies
and voting; and, in general, they will perform such acts as may be proper to
conduct elections and voting with complete fairness to all stockholders.

          (c) An election inspector need not be a stockholder of the
Corporation.

     4.13. ORGANIZATION AND CONDUCT OF MEETINGS.

          (a) Each meeting of stockholders will be called to order and
thereafter chaired by the Chairman of the Board if there is one; or if there is
no Chairman of the Board or if the Chairman of the Board is absent or so
requests, then by the President.

          (b) The Secretary of the Corporation will act as secretary of each
meeting of stockholders; in his absence the chairman of the meeting may appoint
any person (whether a stockholder or not) to act as secretary.

          (c) After calling a meeting to order, the chairman thereof may require
the registration of all stockholders intending to vote in person and the filing
of all proxies with the election inspector or inspectors, if one or more have
been appointed (or, if not, with the secretary of the meeting). After the
announced time for such filing of proxies has ended, no further proxies or
changes, substitutions or revocations of proxies will be accepted. If directors
are to be elected, a tabulation of the proxies so filed will, if any person
entitled to vote in such election so requests, be announced at the meeting (or
adjournment thereof).

          (d) Absent a showing of bad faith on his part, the chairman of the
meeting will, among other things, have absolute authority to fix the period of
time allowed for the registration of stockholders and the filing of proxies,
determine the order of business to be conducted at such meeting, and in the
absence of any regulations established by the Board of Directors pursuant to
Section 12.6 of these Bylaws, establish reasonable rules for expediting the
business of the meeting (including any informal, or question and answer portions
thereof).


                                        8



     4.14. INFORMALITIES AND IRREGULARITIES. All informalities or irregularities
in any call or notice of a meeting or in the areas of credentials, proxies,
quorums, voting and similar matters will be deemed waived if no objection is
made at the meeting.

                              5. BOARD OF DIRECTORS

     5.1. POWERS. To the broadest extent permitted by applicable law, all
corporate power shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be managed by, the Board of
Directors. In addition to any other powers granted by the Delaware General
Corporation Law, the Certificate of Incorporation and the Bylaws, it is hereby
expressly declared that the directors shall have the following powers:

          (a) To select and remove all the officers, agents and employees of the
Corporation, to prescribe such powers and duties for them as may not be
inconsistent with law, the Certificate of Incorporation or the Bylaws, and to
fix their compensation.

          (b) To conduct, manage and control the affairs and business of the
Corporation and to make such rules and regulations therefor not inconsistent
with law, the Certificate of Incorporation or the Bylaws as they may deem best.

          (c) To designate any place, within or without the State of Delaware,
for the holding of any meeting or meetings of stockholders, to adopt, make and
use a corporate seal, to prescribe the form of certificate of stock, and to
alter the forms of such seal and such certificates to ensure that they, at all
times, comply with the applicable law.

          (d) To authorize the issuance of shares of stock of the Corporation
from time to time upon such terms as may be lawful and in consideration of money
paid, labor done or services actually rendered, debts or securities canceled, or
tangible or intangible property actually received, or in the case of shares
issued, as a dividend against amounts transferred from surplus to stated
capital.

          (e) To create and issue (whether or not in connection with the issue
and sale of any stock or other securities of the Corporation) warrants, rights
or options entitling the holders thereof to purchase from the Corporation any
shares of any class or classes or any other securities of the Corporation for
such consideration and to such persons, firms or corporations as the Board of
Directors, in its sole discretion, may determine, setting aside from the
authorized but unissued stock of the Corporation the requisite number of shares
for issuance upon the exercise of such warrants, rights or options. Such
warrants, rights or options shall be evidenced by such instrument or instruments
as shall be approved by the Board of Directors. The terms upon which, the time
or times (which may be limited or unlimited in duration) at or within which, and
the price or prices at which any such shares or other securities may be
purchased from the Corporation upon the exercise of any such warrant, right or
option shall be such as shall be fixed and stated in a resolution or resolutions
of the Board of Directors providing for the creation and issue of such warrants,
rights or options.


                                        9



          (f) To borrow money and incur indebtedness for the purposes of the
Corporation and to cause to be executed and delivered therefor in the corporate
name promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations and other evidences of debt and securities therefor.

          (g) To authorize a person or persons to sign and endorse all checks,
drafts or other forms for payment of money, notes or other evidences of
indebtedness issued in the name of or payable to the Corporation.

     5.2. MEMBERSHIP.

          (a) The business and affairs of the Corporation shall be managed by
its Board of Directors, consisting of not less than three nor more than
thirteen. The Board of Directors will have the power to increase or decrease its
size within such limits; provided, however, that no decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director.

          (b) Subject to and at such time as provided in the Certificate of
Incorporation, the number of Board of Directors shall be divided into three (3)
classes, as nearly equal in number as may be, to serve staggered three-year
terms on the Board of Directors. In the case of any increase in the number of
directors of the Corporation, the additional directors shall be so classified
that all classes of directors shall be increased equally as nearly as may be,
and the additional directors shall be elected as provided herein by the
directors or by the stockholders at an annual meeting. In case of any decrease
in the number of directors of the Corporation, all classes of directors shall be
decreased equally as nearly as may be.

          (c) Election of directors shall be conducted as provided in the
Certificate of Incorporation, in these Bylaws or by applicable law. At each
annual meeting, the shareholders shall elect directors to hold office until the
next annual meeting of shareholders or until the end of the term for which a
director was elected in accordance with the classification of directors pursuant
to the Certificate of Incorporation. Each director shall hold office until his
successor is elected and qualified or until his earlier resignation or removal.
The directors need not be stockholders or residents of the state of
incorporation.

     5.3. NOMINATIONS OF DIRECTORS.

          (a) Nominations for election to the Board of Directors of the
Corporation at a meeting of stockholders may be made by the Board of Directors,
or on behalf of the Board of Directors by a nominating committee appointed by
the Board of Directors, or by any stockholder of the Corporation entitled to
vote for the election of directors at such meeting.

          (b) Such nominations, other than those made by or on behalf of the
Board of Directors, shall be made by notice in writing delivered or mailed by
the United States mail, postage prepaid, to the Secretary of the Corporation and
received by him not less than sixty (60) days prior to any annual meeting of
stockholders or such other period


                                       10



as may be specified in the proxy statement for the most recently concluded
meeting of the stockholders.

          (c) Such notice shall set forth as to each proposed nominee who is not
an incumbent director (i) the name, business address, telephone number and, if
known, residence address of each such nominee, (ii) the principal occupation or
employment of each such nominee, (iii) the number of shares of stock of the
Corporation that are beneficially owned by each such nominee and by the
nominating stockholder, and (iv) any other information concerning each such
nominee that must be disclosed with respect to nominees in proxy solicitations
pursuant to the rules, regulations and forms then promulgated under Section
14(a) of the Securities Exchange Act of 1934.

     5.4. VACANCIES.

          (a) Any vacancy occurring in the Board of Directors may be filled by
the affirmative vote of a majority of the remaining directors, though not less
than a quorum, or by a sole remaining director. Any director so chosen shall
hold office until the next election of directors, or the next election of
directors of the class of directors to which that director was elected if the
Corporation shall then have a classified Board of Directors, when his successor
is elected and qualified. Any newly created directorship shall be deemed a
vacancy.

          (b) When one or more directors shall resign from the Board of
Directors, effective at a future time, a majority of the directors then in
office, including those who have so resigned, shall have the power to fill such
vacancy or vacancies. Such vote thereon shall take effect when such resignation
or resignations become effective, and each director so chosen shall hold office
as herein provided in the filling of other vacancies.

          (c) If at any time, by reason of death or resignation or other cause,
the Corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee, guardian or personal
representative of a stockholder, or other fiduciary entrusted with like
responsibility for the person or estate of a stockholder, may call a special
meeting of stockholders.

     5.5. REMOVAL OF DIRECTORS. At a meeting of the stockholders called
expressly for that purpose, directors may be removed, with or without cause, by
a vote of the holders of a majority of the shares then entitled to vote at an
election of directors.

     5.6. MEETINGS.

          (a) Annual Meetings. An annual meeting of the directors shall be held
after the adjournment of each annual meeting of stockholders at the place at
which such meeting of stockholders was held or on such other day and at such
other time and place as the Board of Directors shall determine.


                                       11



          (b) Regular Meetings. Regular meetings other than annual meetings may
be held without notice at regular intervals at such places, within or without
the State of Delaware, and at such times as the Board of Directors may from time
to time provide.

          (c) Special Meetings. Special meetings of the Board of Directors may
be held whenever and wherever (within the continental United States) called for
by the Chairman of the Board, the President or the number of directors required
to constitute a quorum.

          (d) Manner of Participating. Members of the Board of Directors or any
committee thereof may participate in any meeting, regular or special, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other. The participation
in a meeting so held shall constitute presence in person at such meeting.

     5.7. ACTION BY DIRECTORS WITHOUT A MEETING. Any action required to be taken
at a meeting of the Board of Directors, or any action that may be taken at a
meeting of the Board of Directors or the Executive Committee or other committee
thereof, may be taken without a meeting if all directors or committee members
consent thereto in writing. Such consent shall have the same effect as a
unanimous vote.

     5.8. NOTICE OF MEETINGS.

          (a) Regular Meetings. No notice need be given of regular meetings of
the Board of Directors.

          (b) Special Meetings. Written notice of the day, time and place (but
not necessarily the purpose or all of the purposes) of any special meeting shall
be delivered or given to each director verbally or in writing either personally,
by telephone, by telefacsimile, by mail or by any other reliable means of
communication. Notice to any director of such special meeting will be deemed
delivered sufficiently in advance when, if mailed, the same is deposited in the
United States mail, postage prepaid, at least five (5) days before the meeting
day or, if by any other permitted means, the same is delivered to the director
at least forty-eight (48) hours prior to the convening of the meeting.

          (c) Waiver of Call or Notice. Any director may waive call or notice of
any meeting (and any adjournment thereof) at any time before, during which or
after it is held. Attendance of a director at any meeting will automatically
evidence his waiver of call and notice of such meeting (and any adjournment
thereof) unless he is attending the meeting for the express purpose of objecting
to the transaction of business thereat because it has not been properly called
or noticed. No call or notice of a meeting of the Board of Directors will be
necessary if each of them waives the same in writing or by attendance as
aforesaid.

     5.9. ADJOURNED MEETINGS. Any meeting, once properly called and noticed (or
as to which call and notice have been waived) and at which a quorum is formed,
may be adjourned to another time and place by a majority of those in attendance.
Notice of the


                                       12



time and place of holding an adjourned meeting need not be given to absent
directors if the time and place be fixed at the meeting adjourned.

     5.10. QUORUM. A majority of the number of directors then serving shall
constitute a quorum for the transaction of business at any meeting or adjourned
meeting of the Board of Directors; provided, however, that in no event shall
fewer than two directors constitute a quorum unless only one director is then
serving.

     5.11. VOTING REQUIREMENTS. The act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors.

     5.12. PRESUMPTION OF ASSENT. A director of the Corporation who is present
at a meeting of the Board of Directors or of any committee thereof at which
action is taken on any corporate matter will be presumed to have assented to the
action taken unless his dissent is entered in the minutes of the meeting, or he
files his written dissent to such action with the person acting as secretary of
the meeting before the adjournment thereof, or he forwards such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of such meeting. A right to dissent shall not be available to a
director who voted in favor of the action.

     5.13. COMPENSATION. By resolution of the Board of Directors, the directors
may be paid their expenses, if any, of attendance at each meeting of the Board
of Directors or of any committee thereof, a fixed sum for attendance at each
such meeting or a stated salary as a director or committee member, or any
combination of the foregoing. Directors may participate in stock option or other
benefit plans of the Corporation in accordance with the terms and provisions
thereof. No such payment or participation will preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.

     5.14. DIRECTOR CONFLICTS OF INTEREST. No contract or other transaction
between the Corporation and one or more of its directors or any other business
entity in which one or more of its directors is also a director or officer or is
financially interested shall be either void or voidable because of such
relationship or interest or because such director or directors are present at a
meeting of the Board of Directors or committee thereof which authorizes,
approves or ratifies such contract or transaction or vote for such
authorization, approval or ratification if:

          (a) Approval by Disinterested Directors. The fact of the relationship
or interest is disclosed or known to the Board of Directors or committee
thereof, and the number of disinterested directors or committee members
authorizing, approving or ratifying such contract or transaction is sufficient
for such authorization, approval or ratification to be granted; or

          (b) Approval by Stockholders. The fact of the relationship or interest
is disclosed to the stockholders entitled to vote, and they authorize, approve
or ratify such contract or transaction; or


                                       13



          (c) Fair and Reasonable. In light of circumstances known to those
entitled to vote thereon at that time, the contract or transaction is fair and
reasonable to the Corporation at the time the contract or transaction is
authorized, approved or ratified.

                        6. EXECUTIVE AND OTHER COMMITTEES

     6.1. CREATION. The Board of Directors may designate, by resolution adopted
by an absolute majority of the full Board of Directors, two or more of its
members as an Executive Committee, and may designate from among its members one
or more other committees. The designation of the Executive Committee or any
other committee and the delegation thereto of authority shall not operate to
relieve the Board of Directors or any member thereof of any responsibility
imposed by law.

     6.2. POWERS. The Executive Committee, when the Board of Directors is not in
session, shall have and may exercise all of the authority of the Board of
Directors in the management of the business affairs of the Corporation, subject
to the limitations as may be included in the resolution of the Board of
Directors and the limitations set forth below. Neither the Executive Committee
nor any other committee shall have the authority of the Board of Directors in
reference to the following matters:

          (a) The submission to the stockholders of any action that requires
stockholders' authorization or approval.

          (b) The filling of vacancies on the Board of Directors or on any
committee of the Board of Directors.

          (c) The amendment or repeal of the Bylaws or the adoption of new
Bylaws.

          (d) The fixing of compensation of directors for serving on the Board
of Directors or on any committee thereof.

     6.3. TENURE AND REMOVAL. The members of any committee shall hold office
until the next annual meeting of the Board of Directors and until their
successors are appointed by a new resolution of the Board of Directors. The
Board of Directors, with or without cause, may dissolve any committee or remove
any member thereof at any time.

     6.4. VACANCIES. Any vacancies occurring by reason of death, resignation,
removal, disqualification or otherwise may be filled only by the full Board of
Directors.

     6.5. ORGANIZATION. The members of the Executive Committee or other
committee shall elect a chairman of the committee, who shall appoint a secretary
of the same, and the committee shall otherwise fix its own rules or procedures
that shall not be inconsistent with these Bylaws. The Executive Committee or
other committee shall meet where and as provided by its rules.


                                       14



     6.6. QUORUM AND VOTING. A majority of the members of the Executive
Committee or other committee shall constitute a quorum for the transaction of
business at any meeting thereof; provided, however, that the affirmative vote of
a majority of the members of the Executive Committee or other committee in all
cases shall be necessary for the adoption of any resolution.

     6.7. MINUTES. The Executive Committee and other committees shall keep
regular minutes of their proceedings and the transactions of their meetings and
report the same to the Board of Directors at the next meeting thereof. Such
minutes shall be open to the inspection of any director upon application at the
office of the Corporation during business hours.

                                   7. OFFICERS

     7.1. OFFICERS; APPOINTMENT.

          (a) The officers of the Corporation shall include a President, a
Secretary and a Treasurer, each of whom shall be elected by the Board of
Directors. The Board of Directors may also appoint a Chairman of the Board, one
or more Vice Presidents, one or more Assistant Secretaries and Assistant
Treasurers and such other officers as it may from time to time deem appropriate
or necessary. The Board of Directors further may appoint or delegate to any
standing Audit Committee of the Board of Directors the power to appoint a
Controller.

          (b) The same person may hold any number of offices, except that the
offices of President and Secretary shall not be held by the same person, and the
offices of Controller and Treasurer or Assistant Treasurer shall not be held by
the same person.

          (c) All officers and agents shall have such authority and perform such
duties in the management of the Corporation as may be provided in these Bylaws
or as may be determined by resolution of the Board of Directors not inconsistent
with these Bylaws.

     7.2. REMOVAL OF OFFICERS. The Board of Directors may remove any officer or
agent of the Corporation whenever, in its judgment, the best interest of the
Corporation will be served thereby. Such removal shall be without prejudice to
the contract rights, if any, of the person so removed; the election or
appointment of an officer or agent shall not of itself create any such contract
rights.

     7.3. SALARIES. The salaries of the officers shall be fixed from time to
time by the Board of Directors or by any committee thereof to which such
authority may be delegated by the full Board of Directors. No officer shall be
prevented from receiving a salary by reason of the fact that he is also a
director of the Corporation.

     7.4. VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise may be filled by the Board of Directors
at any time.


                                       15



     7.5. DELEGATION. The Board of Directors may, by resolution duly recorded in
the minutes of the Board of Directors, delegate to the Chief Executive Officer
of the Corporation the authority to fix the salaries and other compensation of
any or all officers of the Corporation, except himself.

     7.6. CHAIRMAN OF THE BOARD. The Board of Directors may elect a Chairman of
the Board to serve as a general executive officer of the Corporation and, if
specifically designated as such by the Board of Directors, as the Chief
Executive Officer and principal executive officer of the Corporation. If
elected, the Chairman will preside at all meetings of the Board of Directors and
be vested with such other powers and duties as the Board of Directors may from
time to time delegate to him.

     7.7. PRESIDENT AND VICE PRESIDENT.

          (a) The President will be the chief operating officer of the
Corporation and will supervise the business and affairs of the Corporation and
the performance by all of its other officers of their respective duties, subject
to the control of the Board of Directors and of its Chairman, if the Chairman
has been specifically designated as the Chief Executive Officer of the
Corporation (failing which the President will be such Chief Executive Officer
and principal executive officer).

          (b) One or more Vice Presidents may be elected by the Board of
Directors, each of whom, in the order designated by the Board of Directors, will
be vested with all of the powers and charged with all of the duties (including
those herein specifically set forth) of the President in the event of his
absence or disability. Each Vice President will perform such other duties as may
from time to time be delegated or assigned to him by the Chief Executive
Officer, the President or the Board of Directors.

          (c) Except as may otherwise be specially provided by resolution of the
Board of Directors, the President or any Vice President will be a proper officer
to sign on behalf of the Corporation any deed, bill of sale, assignment, option,
mortgage, pledge, note, bond, evidence of indebtedness, application, consent (to
service of process or otherwise), agreement, indenture or other instrument of
any significant importance to the Corporation.

     7.8. SECRETARY AND ASSISTANT SECRETARY.

          (a) The Secretary will keep the minutes of meetings of the Board of
Directors, see that all notices are duly given in accordance with the provisions
of these Bylaws or as required by law, be custodian of the records of the
Corporation and of its seal, and in general, perform all duties incident to his
office. Except as may otherwise be specifically provided in a resolution of the
Board of Directors, the Secretary will be a proper officer to impress the
Corporation's seal on any instrument signed by the President or any Vice
President and to attest to the same.

          (b) There may be one or more Assistant Secretaries, and such persons
shall perform such functions as from time to time may be assigned to them by the
Board


                                       16



of Directors, the Chairman of the Board, the Chief Executive Officer, the
President, any Vice President or the Secretary.

     7.9. TREASURER AND ASSISTANT TREASURER.

          (a) The Treasurer will be the principal financial officer of the
Corporation and, if specifically designated by the Board of Directors, will also
be the Chief Financial Officer of the Corporation. The Treasurer shall have
custody of the Corporate funds and securities and will cause all money and other
valuable effects to be deposited in the name and to the credit of the
Corporation in such depositories, subject to withdrawal in such manner, as may
be designated by the Board of Directors. The Treasurer shall disburse the funds
of the Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the President and to the
directors (at the regular meetings of the Board of Directors or whenever they
may require) an account of all his transactions as Treasurer.

          (b) There may be one or more Assistant Treasurers. Such persons shall
perform such functions as from time to time may be assigned to them by the Board
of Directors, the Chairman of the Board, the Chief Executive Officer, the
President, any Vice President or the Treasurer. No Assistant Treasurer shall
have the power or authority to collect, account for or pay over any tax imposed
by any federal, state or city government.

          (c) No Treasurer or Assistant Treasurer shall also serve as Controller
of the Corporation. If no Controller is elected by the Board of Directors or any
standing Audit Committee thereof, the Treasurer shall also serve as principal
accounting officer of the Corporation.

     7.10. CONTROLLER. The Controller, if elected by the Board of Directors or
any standing Audit Committee thereof, will be the principal accounting officer
of the Corporation and shall have charge of the Corporation's books of account,
records and auditing, and generally do and perform all such other duties as
pertain to such office and as may be required by the Board of Directors or the
President and the Chief Executive Officer, if he be other than the President.
The Controller shall not serve as Treasurer or Assistant Treasurer.

                                 8. RESIGNATIONS

     8.1. RESIGNATIONS. Any director, committee member or officer may resign
from his office at any time by written notice delivered or addressed to the
Corporation at its principal place of business. Any such resignation will be
effective upon its receipt by the Corporation unless some later time is therein
fixed, and then from that time. The acceptance of a resignation will not be
required to make it effective.


                                       17



                              9. BOOKS AND RECORDS

     9.1. BOOKS AND RECORDS. The Corporation shall keep correct and complete
books, records of account and minutes of the proceedings of its stockholders,
Board of Directors and any committees thereof. Additionally, the Corporation
shall keep at its statutory agent's office, or at its principal place of
business, or at the office of its transfer agent or registrar, a record of its
stockholders, giving the name and addresses of all stockholders and the number
and class of the shares held by each. Any books, records and minutes may be in
written form or in any other form capable of being converted into written form
within a reasonable time.

     9.2. INSPECTION. Any person who is a holder of record of shares of stock of
the Corporation or of a voting trust beneficial interest therefor, upon written
demand delivered to the Secretary of the Corporation or to the statutory agent
for receipt of service of process, stating the purpose thereof, shall have the
right to examine, in person or by agent or attorney, at any reasonable time or
times, for any proper purpose, its relevant books and records of accounts,
minutes and record of stockholders and to make copies of or extracts therefrom.

                             10. STOCK CERTIFICATES

     10.1. FORM THEREOF. Each certificate representing stock of the Corporation
will be in such form as may from time to time be approved by the Board of
Directors, will be numbered and will exhibit on the face thereof the
recordholder's name, the number of shares represented thereby and such other
matters as are required by law to be stated thereon.

     10.2. SIGNATURES AND SEAL THEREON. All certificates issued for shares of
the Corporation's capital stock (whether new, re-issued or transferred) will
bear the signatures of the President or any Vice President and of the Secretary
or Assistant Secretary, and may bear the impression of the Corporation's
corporate seal. The signatures of such officers of the Corporation and the
impression of its corporate seal may be in facsimile form on any certificates
which are manually countersigned by or on behalf of an independent transfer
agent or registrar duly appointed by the Corporation for the shares of stock
evidenced thereby. If a supply of unissued certificates bearing the facsimile
signature of a person remains when that person ceases to hold the Corporate
office indicated on such certificates, they may still be countersigned,
registered, issued and delivered by the Corporation's transfer agent or
registrar thereafter, the same as though such person had continued to hold the
office indicated on such certificate.

     10.3. OWNERSHIP. The Corporation will be entitled to treat the registered
owner of any share as the absolute owner thereof and, accordingly, will not be
bound to recognize any beneficial, equitable or other claim to or interest in
such share on the part of any other person, whether or not he has notice
thereof, except as may expressly be provided by statute.


                                       18



     10.4. TRANSFERS. Transfers of stock will be made on the books of the
Corporation only at the direction of the person or persons named in the
certificate thereof, or at the direction of his or their duly authorized
attorney in fact or duly appointed personal representative, and upon the
surrender of such certificate, properly endorsed to the Secretary or the duly
authorized transfer agent or agents of the Corporation.

     10.5. LOST CERTIFICATES. In the event of the loss, theft or destruction of
any certificate representing capital stock of this Corporation or of any
predecessor corporation, the Corporation may issue (or, in the case of any such
stock as to which a transfer agent or registrar has been appointed, may direct
such transfer agent or registrar to countersign, register and issue) a
certificate in lieu of that alleged to be lost, stolen or destroyed. Said
certificate may be issued upon such terms and conditions, including reasonable
indemnification of the Corporation, as the Board of Directors shall reasonably
require, and the Corporation may cause the same to be delivered to the owner of
the stock represented thereby, provided that the owner shall have submitted such
evidence showing the circumstances of the loss, theft or destruction and his
ownership of the certificate as the Corporation considers satisfactory, together
with any other facts that the Corporation considers pertinent.

                       11. REPEAL, ALTERATION OR AMENDMENT

     11.1. REPEAL, ALTERATION OR AMENDMENT. These Bylaws may be repealed,
altered or amended, or substituted bylaws may be adopted at any time, only by
resolution duly adopted by a majority of the full Board of Directors, subject to
repeal or change by action of the stockholders.

                                12. MISCELLANEOUS

     12.1. INDEMNIFICATION. To the broadest extent permitted by Delaware law,
the Corporation shall indemnify and pay the expenses of any person who is or was
made, or threatened to be made, a party to an action or proceeding (whether
civil, criminal, administrative or investigative) by reason of the fact that he
is or was a director, officer, employee, trustee or agent of or for the
Corporation or is or was serving at the request or with the prior approval of
the Corporation as a director, officer, employee, trustee or agent of another
corporation, trust or enterprise against any liability asserted against him and
incurred by him in any capacity or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him against such liability
under the provisions of these Bylaws.

     12.2. DIVIDENDS. Any dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, may be declared
by the Board of Directors at any regular or special meeting pursuant to law.
Dividends may be paid in cash, in property or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation and the Delaware
General Corporation Law. Before payment of any dividend, there may be set aside,
out of any funds of the Corporation available for dividends, such sum or sums as
the Board of Directors from time to time, in their


                                       19



absolute discretion, think proper as a reserve or reserves to meet
contingencies, for equalizing dividends, for repairing or maintaining any
property of the Corporation, or for such other purposes as the Board of
Directors shall think conducive to the interest of the Corporation. The Board of
Directors may modify or abolish any such reserve in the manner in which it was
created.

     12.3. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The President or any
Vice President of this Corporation is authorized to vote, represent and exercise
on behalf of this Corporation all rights incident to any and all shares of any
other corporation or corporations standing in the name of this Corporation. The
authority herein granted to said officers to vote or represent on behalf of this
Corporation any and all shares held by this Corporation in any other corporation
or corporations may be exercised either by such officers in person or by any
other person authorized so to do by proxy or power of attorney duly executed by
said officers, provided that the Board of Directors may from time to time confer
the foregoing authority upon any other person or persons.

     12.4. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise requires,
the general provisions, rules of constructing and definitions contained in the
Delaware General Corporation Law shall govern the construction of these Bylaws.
Without limiting the generality of the foregoing, the masculine gender includes
the feminine and neuter; the singular number includes the plural and the plural
number includes the singular; and the term "person" includes a corporation as
well as a natural person.

     12.5. FISCAL YEAR. The fiscal year of the Corporation shall be designated
and determined by resolution of the Board of Directors from time to time.

     12.6. CONDUCT OF MEETINGS. The Board of Directors may promulgate rules and
regulations and establish the rules of procedure applicable at all meetings of
stockholders and the Board of Directors, or any committee thereof, and the
provisions thereof are incorporated herein by reference. Absent a specific rule
or regulation, the chairman of any meeting shall determine the order of business
and shall have authority, in his discretion, to regulate the conduct of such
meetings.

                                  CERTIFICATION

     The undersigned, the Secretary of Mobile Mini, Inc., a Delaware
corporation, hereby certifies that the foregoing Amended and Restated Bylaws of
the Corporation were duly adopted by the Board of Directors on February 22,
2006.


                                        ----------------------------------------
                                        Lawrence Trachtenberg, Secretary


                                       20

EX-10.3.1

                                                                  EXHIBIT 10.3.1

                                                                  EXECUTION COPY

                                   ----------

                                MOBILE MINI, INC.

                                   ----------

             SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

                            Dated: February 17, 2006

                                 US$350,000,000

                                   ----------

                        DEUTSCHE BANK AG, NEW YORK BRANCH
                Individually and as Agent for any Lender which is
                            or becomes a Party hereto

                                   ----------

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

                    as Joint Lead Arrangers and Book Managers

                            JPMORGAN CHASE BANK, N.A.
                                       and
                               NATIONAL CITY BANK

                           as Co-Documentation Agents

                              BANK OF AMERICA, N.A.
                              as Syndication Agent



                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
SECTION 1. CREDIT FACILITY...............................................     1
   1.1     Revolving Credit Facility.....................................     2
   1.2     Letters of Credit; LC Guaranties..............................     4
   1.3     Financial Assistance..........................................     5

SECTION 2. INTEREST, FEES AND CHARGES....................................     5

   2.1     Interest......................................................     5
   2.2     Computation of Interest and Fees..............................     6
   2.3     Fee Letter....................................................     6
   2.4     Letter of Credit and LC Guaranty Fees.........................     6
   2.5     Unused Line Fee...............................................     7
   2.6     Audit Fees....................................................     7
   2.7     Reimbursement of Expenses.....................................     7
   2.8     Bank Charges..................................................     8
   2.9     Collateral Protection Expenses................................     8
   2.10    Payment of Charges............................................     8

SECTION 3. LOAN ADMINISTRATION...........................................     8

   3.1     Manner of Borrowing Revolving Credit Loans; Swing Line Loan...     8
   3.2     Payments......................................................    13
   3.3     Mandatory and Optional Prepayments............................    14
   3.4     Application of Payments and Collections.......................    16
   3.5     All Loans to Constitute One Obligation........................    17
   3.6     Loan Account..................................................    17
   3.7     Statements of Account.........................................    17
   3.8     Sharing of Payments, Etc......................................    17
   3.9     Increased Costs...............................................    17
   3.10    Taxes.........................................................    18
   3.11    Affected Lenders..............................................    21
   3.12    Basis for Determining Interest Rate Inadequate or Unfair......    22
   3.13    UK Revolving Credit Loans; Intra-Lender Issues................    22
   3.14    Judgment Currency.............................................    26
   3.15    UK VAT........................................................    26
   3.16    Term And Termination..........................................    26

SECTION 4. SECURITY INTERESTS............................................    28

   4.1     Security Interest in Collateral...............................    28
   4.2     Other Collateral..............................................    29
   4.3     Lien Perfection; Further Assurances...........................    30
   4.4     Lien on Realty................................................    31






                                                                            Page
                                                                            ----
                                                                         

   4.5     UK Security Documents.........................................    31

SECTION 5. COLLATERAL ADMINISTRATION.....................................    31

   5.1     General.......................................................    31
   5.2     Administration of Accounts....................................    32
   5.3     Records and Reports of Inventory, Machinery and Equipment.....    33
   5.4     Administration of Equipment...................................    34
   5.5     Appraisals....................................................    34
   5.6     Field Examinations............................................    34

SECTION 6. REPRESENTATIONS AND WARRANTIES................................    35

   6.1     General Representations and Warranties........................    35
   6.2     Continuous Nature of Representations and Warranties...........    41
   6.3     Survival of Representations and Warranties....................    41

SECTION 7. COVENANTS AND CONTINUING AGREEMENTS...........................    42

   7.1     Affirmative Covenants.........................................    42
   7.2     Negative Covenants............................................    46
   7.3     Specific Financial Covenants..................................    56

SECTION 8. CONDITIONS PRECEDENT..........................................    56

   8.1     Conditions Precedent to Effectiveness of this Agreement.......    56
   8.2     Conditions Precedent to Revolving Credit Loans................    58

SECTION 9. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT.............    58

   9.1     Events of Default.............................................    58
   9.2     Acceleration of the Obligations...............................    61
   9.3     Other Remedies................................................    61
   9.4     Set Off and Sharing of Payments...............................    63
   9.5     Remedies Cumulative; No Waiver................................    63

SECTION 10. THE AGENT....................................................    64

   10.1    Authorization and Action......................................    64
   10.2    Agent's Reliance, Etc.........................................    64
   10.3    DB AG and Affiliates..........................................    65
   10.4    Lender Credit Decision........................................    65
   10.5    Indemnification...............................................    65
   10.6    Rights and Remedies to be Exercised by Agent Only.............    66
   10.7    Agency Provisions Relating to Collateral......................    66
   10.8    Agent's Right to Purchase Commitments.........................    67
   10.9    Right of Sale, Assignment, Participations.....................    67
   10.10   Amendments....................................................    68



                                      -ii-





                                                                            Page
                                                                            ----
                                                                         
   10.11   Resignation of Agent; Appointment of Successor................    69
   10.12   Co-Agents.....................................................    70

SECTION 11. MISCELLANEOUS................................................    70

   11.1    Power of Attorney.............................................    70
   11.2    Indemnity.....................................................    71
   11.3    Sale of Interest..............................................    71
   11.4    Severability..................................................    71
   11.5    Successors and Assigns........................................    71
   11.6    Cumulative Effect; Conflict of Terms..........................    71
   11.7    Execution in Counterparts; Effectiveness......................    72
   11.8    Notices.......................................................    72
   11.9    Consent.......................................................    73
   11.10   Credit Inquiries..............................................    73
   11.11   Time of Essence...............................................    73
   11.12   Entire Agreement..............................................    73
   11.13   Interpretation................................................    73
   11.14   Confidentiality...............................................    73
   11.15   GOVERNING LAW; CONSENT TO FORUM...............................    73
   11.16   WAIVERS BY BORROWER...........................................    74
   11.17   Increases In Total Revolving Loan Commitments.................    75
   11.18   Existing Loan Agreement And Loan Documents....................    76



                                      -iii-



             SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

          THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as
of February 17, 2006, by and among DEUTSCHE BANK AG, NEW YORK BRANCH ("DB AG"),
individually as a Lender and as Agent ("Agent") for itself and any other
financial institution which is or becomes a party hereto (each such financial
institution, including DB AG, is referred to hereinafter individually as a
"Lender" and collectively as the "Lenders"), the LENDERS and MOBILE MINI, INC.,
a Delaware corporation with its chief executive office and principal place of
business at 7420 South Kyrene Road, Suite 101, Tempe, Arizona 85283
("Borrower"), JPMORGAN CHASE BANK, N.A. and NATIONAL CITY BANK, as
Co-Documentation Agents, and BANK OF AMERICA, N.A., as Syndication Agent.
Capitalized terms used in this Agreement have the meanings assigned to them in
Appendix A, General Definitions. Accounting terms not otherwise specifically
defined herein shall be construed in accordance with GAAP consistently applied.

          WHEREAS, Borrower, FLEET CAPITAL CORPORATION ("Fleet"), as agent and
as a lender, certain other lenders including Agent (together with Fleet, the
"Prior Lenders"), Bank of America, N.A. and Washington Mutual Bank, as
Co-Documentation Agents, and Bank One, N.A. and JPMorgan Chase Bank, N.A., as
Co-Syndication Agents, are parties to that certain Amended and Restated Loan and
Security Agreement, dated as of February 11, 2002, and Amended and Restated as
of June 26, 2003, and as further amended by that certain First Amendment to
Amended and Restated Loan and Security Agreement, dated as of January 14, 2004,
that certain Second Amendment to Amended and Restated Loan and Security
Agreement, dated as of March 16, 2004 and that certain Third Amendment to
Amended and Restated Loan and Security Agreement dated as of August__, 2004
(collectively, the "Existing Loan Agreement");

          WHEREAS, Borrower, the Prior Lenders, the Lenders and Agent wish to
amend the Existing Loan Agreement and restate it in its entirety;

          WHEREAS, effective as of the Restatement Date, all Obligations of
Borrower under and as defined in the Existing Loan Agreement shall be deemed to
be Obligations under this Agreement and all provisions of this Agreement not
theretofore in effect shall become effective;

          NOW, THEREFORE, in consideration of the above recitals and the mutual
agreements set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

                           SECTION 1. CREDIT FACILITY

          Subject to the terms and conditions of, and in reliance upon the
representations and warranties made in, this Agreement and the other Loan
Documents, Lenders agree to make a Total Credit Facility of up to US$350,000,000
available upon Borrower's request therefor, as follows:


                                       -1-


     1.1 Revolving Credit Facility.

          1.1.1 Revolving Credit Loans. Each Lender agrees, on and after the
Restatement Date, severally and not jointly, for so long as no Default or Event
of Default exists and if the conditions set forth in Section 8.1 and Section 8.2
are satisfied, to make US Revolving Credit Loans to Borrower from time to time
during the period from the date hereof to but not including the last day of the
Term, as requested by Borrower in the manner set forth in Subsection 3.1.1
hereof, up to a maximum principal amount at any time outstanding equal to the
lesser of (i) such Lender's Revolving Loan Commitment minus such Lender's
Revolving Loan Percentage of the Revolving Loan Exposure and (ii) the product of
such Lender's Revolving Loan Percentage and an amount equal to the US Borrowing
Base at such time minus the Revolving Loan Exposure; provided, however, that no
Lender shall be required to make any Pounds Sterling Denominated Revolving
Credit Loan to the extent that the aggregate outstanding amount of Pounds
Sterling Denominated Revolving Credit Loans of all Lenders at such time exceeds
US$50,000,000 (on an as-converted to US Dollars basis at currently prevailing
exchange rates as determined by the Agent). Agent shall have the right, after
consultation with Borrower, to establish reserves in such amounts, and with
respect to such matters, as Agent shall reasonably deem necessary or appropriate
in its reasonable credit judgment exercised in good faith, against the amount of
Revolving Credit Loans which Borrower may otherwise request under this
Subsection 1.1.1 or UK Borrower may otherwise request under Subsection 1.1.3
with respect to (i) price adjustments, damages, unearned discounts, returned
products or other matters for which credit memoranda are issued in the ordinary
course of business of Borrower and its Subsidiaries; (ii) shrinkage, spoilage
and obsolescence of Inventory; (iii) other sums chargeable against Borrower's
Loan Account as Revolving Credit Loans under any section of this Agreement; (iv)
liabilities and clean up costs under Environmental Laws; (v) claims which have
priority over the Liens granted to Agent, and (vi) such other specific events,
conditions or contingencies as to which Agent, in its reasonable credit judgment
exercised in good faith, determines reserves should be established from time to
time hereunder. Notwithstanding the foregoing, Agent shall not establish any
reserves in respect of any matters relating to any items of Collateral that have
been specifically taken into account in determining eligibility of any category
of assets or the amount or value thereof for determining the US Borrowing Base
or the UK Borrowing Base. The Revolving Credit Loans shall be further evidenced
by, and repayable in accordance with the terms of, the Revolving Notes and shall
be secured by all of the Collateral.

          1.1.2 Protective Advances.

               (a) Subject to the limitations set forth below (and
     notwithstanding anything to the contrary in Section 8.2 and notwithstanding
     that such Loan may cause the aggregate Revolving Loan Exposure to exceed
     the Aggregate Borrowing Base), Agent is authorized by Borrower and the
     Lenders, from time to time in Agent's sole discretion (but shall have
     absolutely no obligation to), to make Loans to Borrower or UK Borrower, on
     behalf of all Lenders at any time that any condition precedent set forth in
     Section 8.2 has not been satisfied or waived, which Agent, in its good
     faith judgment, deems necessary or desirable (x) to preserve or protect the
     Collateral, or any portion thereof, (y) to enhance the likelihood of, or
     maximize the amount of, repayment of the Loans and other Obligations, or
     (z) to pay any other amount chargeable to or required to be paid by
     Borrower or UK Borrower pursuant to the terms of this Agreement, including
     payments


                                      -2-



     of reimbursable expenses (including costs, fees, and expenses as described
     in Subsection 2.7) and other sums payable under the Loan Documents (each
     such Loan, a "Protective Advance"). Any Protective Advance may be made in a
     principal amount that would cause the aggregate Revolving Loan Exposure to
     exceed the Aggregate Borrowing Base, provided that (i) no Protective
     Advance may be made to the extent that, after giving effect to such
     Protective Advance (together with the outstanding principal amount of any
     outstanding Protective Advances), the aggregate principal amount of
     Protective Advances outstanding hereunder would exceed the lesser of (A)
     five percent (5%) of the Aggregate Borrowing Base as determined on the date
     of such proposed Protective Advance and (B) US$17,500,000; (ii) the
     aggregate amount of outstanding Protective Advances plus the aggregate
     Revolving Loan Exposure shall not exceed the aggregate total Revolving Loan
     Commitments; and (iii) the aggregate amount of outstanding Protective
     Advances to UK Borrower plus the aggregate UK Revolving Loan Exposure shall
     not exceed the UK Sublimit. No Protective Advance may remain outstanding
     for more than forty-five (45) days without the consent of the Majority
     Lenders. Protective Advances may be made even if the conditions precedent
     set forth in Section 8 have not been satisfied or waived. Each Protective
     Advance shall be secured by the Liens in favor of Agent in and to the
     Collateral and shall constitute Obligations hereunder. Agent's
     authorization to make Protective Advances may be revoked at any time by the
     Majority Lenders. Any such revocation must be in writing and shall become
     effective prospectively upon Agent's receipt thereof. The making of a
     Protective Advance on any one occasion shall not obligate Agent to make any
     Protective Advance on any other occasion. At any time that the conditions
     precedent set forth in Section 8 have been satisfied or waived, Agent may
     request the Revolving Lenders to make a US Revolving Credit Loan to repay a
     Protective Advance to Borrower or a UK Revolving Credit Loan to repay a
     Protective Advance to UK Borrower. At any other time, Agent may require the
     Lenders to fund their risk participations described in Section 1.1.2(b).

               (b) Upon the making of a Protective Advance by Agent (whether
     before or after the occurrence of a Default), each Lender shall be deemed,
     without further action by any party hereto, unconditionally and irrevocably
     to have purchased from Agent without recourse or warranty, an undivided
     interest and participation in such Protective Advance in proportion to its
     Revolving Loan Percentage. From and after the date, if any, on which any
     Lender is required to fund its participation in any Protective Advance
     purchased hereunder, Agent shall promptly distribute to such Lender, such
     Lender's Revolving Loan Percentage of all payments of principal and
     interest and all proceeds of Collateral received by Agent in respect of
     such Protective Advance.

          1.1.3 UK Subfacility. Each Lender agrees, on and after the Restatement
Date, severally and not jointly, for so long as no Default or Event of Default
exists and if the conditions set forth in Section 8 are satisfied, to make UK
Revolving Credit Loans to UK Borrower from time to time during the period from
the date hereof to but not including the last day of the Term, as requested by
UK Borrower in the manner set forth in Subsection 3.1.1 hereof, up to a maximum
principal amount at any time outstanding equal to the least of (i) such Lender's
Revolving Loan Commitment minus such Lender's Revolving Loan Percentage of the
Revolving Loan Exposure, (ii) the product of such Lender's Revolving Loan
Percentage and an amount equal to the UK Borrowing Base at such time minus the
UK Revolving Loan Exposure


                                       -3-



and (iii) the product of such Lender's Revolving Loan Percentage and an amount
equal to the UK Sublimit at such time minus the outstanding principal amount of
UK Revolving Credit Loans; provided, however, that no Lender shall be required
to make any Pounds Sterling Denominated Revolving Credit Loan to the extent that
the aggregate outstanding amount of Pounds Sterling Denominated Revolving Credit
Loans of all Lenders at such time exceeds US$50,000,000 (on an as-converted to
US Dollars basis at currently prevailing exchange rates as determined by the
Agent). Prior to the initial advance under the UK subfacility, Borrower and
Agent may negotiate modifications to the UK subfacility; provided that such
modifications shall be customary for transactions of this nature. The Lenders,
Agent and the Borrower shall enter into such amendments to this Agreement to
reflect any such modifications.

          1.1.4 Canadian Subfacility. At the request of Borrower, with the
approval of Agent, Borrower may establish a subfacility for loans to be made in
Canadian Dollars, either to Borrower or a Subsidiary of Borrower, such
subfacility or subfacilities to be in such amounts as agreed by Agent and
Borrower. Promptly following such request, Borrower and Agent shall negotiate
the terms of such subfacility, it being understood that the interest rates to be
payable shall be the equivalent to those payable under this Agreement, the
definition of "borrowing base" under such subfacility shall be substantially
similar to the definition of US Borrowing Base hereunder and the obligations
under such subfacility shall be Obligations hereunder. Loans to a Canadian
Borrower may be Base Rate Advances or made by the issuance of bankers
acceptances on customary terms. The procedures for making and repayment of such
Loans shall be substantially similar to those set forth in this Section 1
(including the absence of withholding or other taxes) with respect to US
Revolving Credit Loans, with such changes as Agent and Borrower shall agree.
Borrower shall be irrevocably authorized to make all requests and issue all
instructions with respect to Revolving Credit Loans for any Canadian Borrower.
No Lender shall be required to make any Revolving Credit Loans in Canadian
dollars without the consent of such Lender; provided that, all Lenders shall be
required to participate pro rata in such subfacility, which participation may be
arranged as purchase of risk participations for Loans made by Agent, on
customary terms. The Lenders, Agent and the Borrower shall enter into such
amendments to this Agreement to reflect the terms of this subfacility as agreed
by Agent and Borrower. Each Credit Party shall grant to Agent for the benefit of
Lenders Liens on substantially all of its property to secure its own Obligations
and the Obligations of the Canadian Borrower, but no foreign Subsidiary shall be
required to guaranty the Obligations of Borrower if such guaranty would have
adverse tax consequences.

          1.1.5 Use of Proceeds. The Revolving Credit Loans shall be used solely
for (i) refinancing of amounts outstanding under the Existing Loan Agreement,
(ii) general operating capital needs (including Capital Expenditures) of
Borrower and its Subsidiaries in a manner consistent with the provisions of this
Agreement and all applicable laws, and (iii) for other purposes permitted under
this Agreement.

     1.2 Letters of Credit; LC Guaranties. Agent agrees, for so long as no
Default or Event of Default exists and if requested by Borrower, to (i) issue
its, or cause to be issued by another Affiliate of Agent or by another LC
Issuer, Letters of Credit for the account of Borrower or any Guarantor or (ii)
execute LC Guaranties by which Agent, or another Affiliate of Agent shall
guaranty the payment or performance by Borrower of its reimbursement obligations
with respect to Letters of Credit and letters of credit issued with the prior
approval of Agent for Borrower's


                                       -4-



account by other Persons in support of Borrower's or any of its Subsidiaries'
obligations (other than obligations for the repayment of money borrowed), in
each case, on the date that is not sooner than three Business Days after an LC
Request Notice has been submitted by Borrower to Agent or an LC Issuer with a
copy to Agent, provided that the sum of the LC Amount plus all unpaid LC
Obligations shall not exceed US$50,000,000 at any time. Upon issuance of any
Letter of Credit by any LC Issuer, Borrower and the LC Issuer with respect to
such Letter of Credit shall promptly notify Agent of the date of issuance and
stated amount of such Letter of Credit. No documentary Letter of Credit or LC
Guaranty of a documentary letter of credit may have an expiration date that is
more than 180 days after the date of issuance thereof and all such documentary
Letters of Credit shall be payable at sight; and no standby Letter of Credit or
LC Guaranty of a standby letter of credit may have an expiration date that is
more than one year from the date of issuance thereof, which expiration date may
be extended for additional periods of up to one year for each additional period,
subject to the immediately following sentence. No Letter of Credit or LC
Guaranty may have an expiration date that is after the date which is five (5)
days prior to the last day of the Term. All Letters of Credit shall be
denominated in US Dollars. Notwithstanding anything to the contrary contained
herein, Borrower, Agent and Lenders hereby agree that all LC Obligations and all
Obligations of Borrower relating thereto shall be satisfied by the prompt
issuance of one or more Revolving Credit Loans that are Base Rate Portions,
which Borrower hereby acknowledges are requested and Lenders hereby agree to
fund. In the event that Revolving Credit Loans are not, for any reason, promptly
made to satisfy all then existing LC Obligations, each Lender hereby agrees to
pay to Agent, on demand, an amount equal to such LC Obligations multiplied by
such Lender's Revolving Loan Percentage, and until so paid, such amount shall be
secured by the Collateral and shall bear interest and be payable at the same
rate and in the same manner as Base Rate Portions. Immediately upon the issuance
of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall
be deemed to have irrevocably and unconditionally purchased and received from
Agent, without recourse or warranty, an undivided interest and participation
therein equal to such LC Obligations multiplied by such Lender's Revolving Loan
Percentage. All Letters of Credit and LC Guaranties outstanding under the
Existing Loan Agreement and all LC Obligations relating thereto shall, from and
after the Restatement Date, be deemed to be outstanding under this Agreement.

     1.3 Financial Assistance. None of the proceeds of any Loan under this
Agreement may be used in any way that infringes Section 151 of the United
Kingdom Companies Act 1985 unless Borrower and its Subsidiaries are in
compliance with the provisions of Sections 155 to 158 of the Companies Act 1985.

                     SECTION 2. INTEREST, FEES AND CHARGES

     2.1 Interest.

          2.1.1 Rates of Interest. Interest shall accrue on the principal amount
of the Base Rate Portions outstanding at the end of each day at a fluctuating
rate per annum equal to the Applicable Margin then in effect plus the Base Rate.
No Pounds Sterling Denominated Revolving Credit Loan may maintained as a Base
Rate Advance. Said rate of interest shall increase or decrease by an amount
equal to any increase or decrease in the Base Rate, effective as of the opening
of business on the day that any such change in the Base Rate occurs. Interest


                                       -5-



shall accrue on the principal amount of each LIBOR Advance outstanding at the
end of each day at a fixed rate per annum equal to the Applicable Margin then in
effect plus the LIBOR for the applicable Interest Period.

          2.1.2 Default Rate of Interest. At the option of Agent or the Majority
Lenders, upon and after the occurrence of an Event of Default, and during the
continuation thereof, the principal amount of all Loans and all other
Obligations under the Loan Documents shall bear interest from the time at which
such Obligations become due at a rate per annum equal to 2.0% plus the interest
rate otherwise applicable thereto (the "Default Rate"). Such Default Rate shall
apply automatically in the case of a Default under Subsection 9.1.9. All
Protective Advances shall bear interest at the Default Rate applicable to Base
Rate Loans.

          2.1.3 Maximum Interest. In no event whatsoever shall the aggregate of
all amounts deemed interest hereunder or under the Revolving Notes and charged
or collected pursuant to the terms of this Agreement or pursuant to the
Revolving Notes exceed the highest rate permissible under any law which a court
of competent jurisdiction shall, in a final determination, deem applicable
hereto. If any provisions of this Agreement or the Revolving Notes are in
contravention of any such law, such provisions shall be deemed amended to
conform thereto.

     2.2 Computation of Interest and Fees. Interest, Letter of Credit and LC
Guaranty fees and Unused Line Fees hereunder shall be calculated daily and shall
be computed on the actual number of days elapsed over a year of 360 days, except
for interest on Pounds Sterling Denominated Revolving Credit Loans, which shall
be computed on the actual number of days elapsed over a year of 365 days.

     2.3 Fee Letter. Borrower shall pay to Agent certain fees and other amounts
in accordance with the terms of the fee letter among Borrower, Agent, the Joint
Arrangers and the Syndication Agent (the "Fee Letter").

     2.4 Letter of Credit and LC Guaranty Fees. Borrower shall pay to Agent, for
the ratable benefit of the Lenders, a fee equal to the Applicable Margin then in
effect for LIBOR Advances per annum multiplied by the aggregate face amount of
all Letters of Credit and LC Guaranties outstanding from time to time during the
term of this Agreement, which fees shall be payable monthly in arrears on the
first day of each month hereafter, and, shall pay the LC Issuer all usual and
customary charges of Bank associated with the issuance of such Letters of Credit
and LC Guaranties for the account of borrowers with creditworthiness similar to
Borrower's, which fees and charges shall be deemed fully earned and shall be due
and payable upon issuance of each such Letter of Credit or LC Guaranty and shall
not be subject to rebate or proration upon the termination of this Agreement for
any reason. In addition, Borrower shall pay to Agent for the account of each LC
Issuer a fronting fee for each Letter of Credit or LC Guaranty of such LC Issuer
in an amount agreed to by such LC Issuer and shall pay directly to each LC
Issuer all issuance, amendment and payment fees customarily charged by such LC
Issuer with respect to Letters of Credit or LC Guaranties issued by such LC
Issuer. At the option of Agent or the Majority Lenders, upon and after the
occurrence of an Event of Default, and during the continuation thereof, the fee
shall increase to the Applicable Margin then in effect for LIBOR


                                       -6-



Advances per annum plus two percent (2%) multiplied by the aggregate face amount
of all Letters of Credit and LC Guaranties outstanding at such time.

     2.5 Unused Line Fee. Borrower shall pay to Agent, for the ratable benefit
of the Lenders, a fee (the "Unused Line Fee") equal to the amount by which the
Total Credit Facility exceeds the average daily amount of the Facility
Utilization for the preceding month multiplied by the percentage set forth below
opposite the applicable Facility Utilization percentage:



Facility Utilization   Unused Line Fee
- --------------------   ---------------
                    
     < or = 50%               0.375%
          > 50%              0.25%


The Unused Line Fee shall be payable monthly in arrears on the first day of each
month hereafter and upon the termination of this Agreement or maturity of the
Obligations.

     2.6 Audit Fees. Borrower shall pay to Agent all reasonable out-of-pocket
expenses incurred by Agent in connection with (i) audits of the books and
records and Properties of Borrower and its Subsidiaries and Affiliates, (ii)
appraisals conducted pursuant to Section 5.5 hereof, (iii) field examinations
conducted pursuant to Section 5.6 hereof, and (iv) such other matters as Agent
shall deem appropriate in its reasonable credit judgment, whether such audits,
appraisals or field examinations are conducted by employees of Agent or by third
parties hired by Agent. The out-of-pocket expenses incurred in connection with
the audits shall be payable as incurred and following the issuance by Agent of a
request for payment thereof to Borrower.

     2.7 Reimbursement of Expenses. If, at any time or times regardless of
whether or not an Event of Default then exists, (i) Agent or an Affiliate of
Agent incurs legal or accounting expenses or any other costs or out-of-pocket
expenses in connection with (1) the negotiation and preparation of this
Agreement or any of the other Loan Documents, any amendment of or modification
of this Agreement or any of the other Loan Documents, the initial syndication of
the Loans (including, without limitation, printing and distribution of materials
to prospective Lenders and all costs associated with bank meetings) or (2) the
administration of this Agreement or any of the other Loan Documents and the
transactions contemplated hereby and thereby; or (ii) Agent or any Lender incurs
legal or accounting expenses or any other costs or out-of-pocket expenses in
connection with (1) any litigation, contest, dispute, suit, proceeding or action
(whether instituted by Agent, any Lender, Borrower or any other Person) relating
to the Collateral, this Agreement or any of the other Loan Documents or
Borrower's, any of its Subsidiaries' or any Guarantor's affairs (but excluding
any proceeding among only the Agent and the Lenders); (2) any attempt to enforce
any rights of Agent or any Lender against Borrower, any Guarantor or any other
Person which may be obligated to Agent or any Lender by virtue of this Agreement
or any of the other Loan Documents, including, without limitation, the Account
Debtors; or (3) after the occurrence of an Event of Default and during the
continuance thereof, any attempt to inspect, verify, protect, preserve, restore,
collect, sell, liquidate or otherwise dispose of or realize upon the Collateral;
then all such legal and accounting expenses (including allocated costs of
in-house counsel in lieu of outside counsel), other costs and out of pocket


                                       -7-



expenses of Agent or (in the case of clause (ii) only) any Lender, as
applicable, shall be charged to Borrower; provided, that (x) Borrower shall not
be responsible for such costs and out-of-pocket expenses of any Person to the
extent incurred because of the gross negligence or willful misconduct of such
Person and (y) prior to a Default or an Event of Default, the Lenders shall be
entitled to reimbursement for one counsel representing all Lenders. Borrower
shall also reimburse Agent for expenses incurred by Agent in its administration
of the Collateral to the extent and in the manner provided in Section 2.9
hereof.

     2.8 Bank Charges. Borrower shall pay to Agent any and all fees, costs or
expenses which Agent pays to a bank or other similar institution arising out of
or in connection with (i) the forwarding to Borrower or any other Person on
behalf of Borrower by Agent of proceeds of Loans made to Borrower pursuant to
this Agreement and (ii) the depositing for collection by Agent of any check or
item of payment received or delivered to Agent on account of the Obligations.

     2.9 Collateral Protection Expenses. All out-of-pocket expenses incurred in
protecting, storing, warehousing, insuring, handling, maintaining and shipping
the Collateral, any and all excise, property, sales, and use taxes imposed by
any state, federal, or local authority on any of the Collateral or in respect of
the sale thereof shall be borne and paid by Borrower. If Borrower fails to
promptly pay any portion thereof when due, Agent may, at its option, but shall
not be required to, pay the same and charge Borrower therefore.

     2.10 Payment of Charges. All amounts chargeable to Borrower under this
Agreement shall be Obligations secured by all of the Collateral, shall be,
unless specifically otherwise provided, payable on demand and shall bear
interest from the date demand was made or such amount is due, as applicable,
until paid in full at the rate applicable to Base Rate Portions from time to
time.

                         SECTION 3. LOAN ADMINISTRATION

     3.1 Manner of Borrowing Revolving Credit Loans; Swing Line Loan. Borrowings
under the credit facility established pursuant to Section 1 hereof shall be as
follows:

          3.1.1 Loan Requests. A request for a Revolving Credit Loan shall be
made, or shall be deemed to be made, in the following manner: (i) Borrower may
give Agent notice of its intention to borrow (or of the intention of any UK
Borrower to borrow), in which notice Borrower shall specify: (a) the amount of
the proposed borrowing, (b) for borrowings made by the Borrower, whether such
borrowing shall be in US Dollars or Pounds Sterling, and (c) the proposed
borrowing date, (x) no later than 2:00 p.m. New York time on the proposed
borrowing date for Swing Line Loans or (y) no later than 2:00 p.m. New York time
on the Business Day prior to the proposed borrowing date for US Revolving Credit
Loans (or in accordance with Section 3.1.5 in the case of a request for a LIBOR
Advance) or (z) no later than 10:00 a.m. New York time three Business Days prior
to the proposed borrowing date for UK Revolving Credit Loans, provided, however,
that no such request may be made at a time when there exists a Default or an
Event of Default or other conditions set forth in Section 8 are not satisfied;
and (ii) the becoming due of any amount required to be paid under this
Agreement, or the Revolving Notes, whether as interest or for any other
Obligation, shall be deemed irrevocably to be a


                                       -8-



request for a Revolving Credit Loan on the due date in the amount required to
pay such interest or other Obligation.

          3.1.2 Disbursement. Borrower hereby irrevocably authorizes Agent to
disburse the proceeds of each Revolving Credit Loan requested, or deemed to be
requested, pursuant to Subsection 3.1.1 as follows: (i) the proceeds of each
Revolving Credit Loan requested under Subsection 3.1.1 and each Swing Line Loan
shall be disbursed by Agent in lawful money of the United States of America or,
except with respect to a Swing Line Loan, the United Kingdom, as applicable, in
immediately available funds, in the case of the initial borrowing, in accordance
with the terms of the written disbursement letter from Borrower, and in the case
of each subsequent borrowing, by wire transfer to such bank account as may be
agreed upon by Borrower and Agent from time to time or elsewhere if pursuant to
a written direction from Borrower; and (ii) the proceeds of each Revolving
Credit Loan deemed requested under Subsection 3.1.1(ii) shall be disbursed by
Agent by way of direct payment of the relevant interest or other Obligation.

          3.1.3 Payment by Lenders. Unless Agent elects to make a Swing Line
Loan in accordance with Subsection 3.1.11, Agent shall give to each Lender
prompt written notice electronically or by facsimile, or telecopy of the receipt
by Agent from Borrower of any request for a Revolving Credit Loan. Each such
notice shall specify the requested date and amount of such Revolving Credit
Loan, whether such Revolving Credit Loan shall be a LIBOR Advance, whether such
Revolving Credit Loan shall be a US Revolving Credit Loan or a UK Revolving
Credit Loan and if a US Revolving Credit Loan, whether such shall be denominated
in US Dollars or Pounds Sterling, and the amount of each Lender's advance
thereunder (in accordance with its applicable Revolving Loan Percentage). If
Agent gives notice, electronically or facsimile, with respect to a Base Rate
Advance, to a Lender by 12:00 noon (New York time), each Lender shall, not later
than 4:00 p.m. (New York time) on such requested date (or on the next Business
Day if Agent gives later notice), wire to a bank designated by Agent the amount
of that Lender's Revolving Loan Percentage of the requested Revolving Credit
Loan. If Agent gives notice, electronically or facsimile, with respect to a
LIBOR Advance, to a Lender by 12:00 noon (New York time), two Business Days
prior to the proposed borrowing date, each Lender shall, not later than 4:00
p.m. (New York time) on such proposed borrowing date (or on the next Business
Day if Agent gives later notice), wire to a bank designated by Agent the amount
of that Lender's Revolving Loan Percentage of the requested Revolving Credit
Loan. The failure of any Lender to make the Revolving Credit Loans to be made by
it shall not release any other Lender of its obligations hereunder to make its
Revolving Credit Loan. Neither Agent nor any other Lender shall be responsible
for the failure of any other Lender to make the Revolving Credit Loan to be made
by such other Lender. The foregoing notwithstanding, Agent, in its sole
discretion, may from its own funds make a Revolving Credit Loan on behalf of any
Lender. In such event, the Lender on behalf of whom Agent made the Revolving
Credit Loan shall reimburse Agent for the amount of such Revolving Credit Loan
made on its behalf on the next Business Day. The entire amount of interest
attributable to such Revolving Credit Loan for the period from the date on which
such Revolving Credit Loan was made by Agent on such Lender's behalf until Agent
is reimbursed by such Lender, shall be paid to Agent for its own account.

          3.1.4 Authorization. Borrower hereby irrevocably authorizes Agent to
advance to Borrower, and to charge to Borrower's Loan Account hereunder as a
Revolving Credit Loan, a


                                       -9-



sum sufficient to pay all interest accrued on the Obligations during the
immediately preceding month and to pay all fees, costs and expenses and other
Obligations at any time owed by Borrower to Agent or any Lender hereunder.

          3.1.5 LIBOR Advances. Notwithstanding the provisions of Subsection
3.1.1, in the event Borrower desires to obtain a LIBOR Advance, Borrower shall
give Agent prior, written, irrevocable notice no later than 2:00 p.m. New York
time on the 3rd Business Day prior to the requested borrowing date specifying
(i) Borrower's election to obtain a LIBOR Advance, (ii) the date of the proposed
borrowing (which shall be a Business Day) and (iii) the amount to be borrowed,
which amount shall be in a minimum principal amount of US$2,000,000 and may
increase in integral multiples of US$100,000. In no event shall Borrower be
permitted to have outstanding at any one time LIBOR Advances with more than
fifteen (15) different Interest Periods with respect to Revolving Credit Loans
(including no more than five (5) different Interest Periods at any one time with
respect to Pounds Sterling Denominated Revolving Credit Loans).

          3.1.6 Conversion of Base Rate Advances. Provided that no Default or
Event of Default has occurred which is then continuing, Borrower may, on any
Business Day, convert any Revolving Credit Loan which is a Base Rate Advance
into a LIBOR Advance. If Borrower desires to convert such a Base Rate Advance,
Borrower shall give Agent not less than three (3) Business Days' prior written
notice (prior to 2:00 p.m. New York time on such Business Day), specifying the
date of such conversion and the amount to be converted. Each conversion into or
conversion of a LIBOR Advance shall be in a minimum principal amount of
US$2,000,000 and may increase in integral multiples of US$100,000 in excess
thereof. After giving effect to any conversion of Base Rate Advances to LIBOR
Advances, Borrower shall not be permitted to have outstanding at any one time
LIBOR Advances with more than fifteen (15) different Interest Periods with
respect to Revolving Credit Loans (including no more than five (5) different
Interest Periods at any one time with respect to Pounds Sterling Denominated
Revolving Credit Loans).

          3.1.7 Continuation of LIBOR Advances. Borrower shall have the right on
three (3) Business Days' prior irrevocable written notice given to Agent by
Borrower (prior to 2:00 p.m. New York time on such Business Day), subject to the
provisions hereof, to continue any LIBOR Advance into a subsequent Interest
Period of the same or a different permitted duration, in each case subject to
the satisfaction of the following conditions:

                    (i) in the case of a continuation of less than all LIBOR
          Advances, the LIBOR Advances continued shall each be in a minimum
          principal amount of US$2,000,000 and may increase in integral
          multiples of US$100,000; and

                    (ii) no LIBOR Advance (or portion thereof) may be continued
          as a LIBOR Advance if a Default or Event of Default has occurred which
          is then continuing or if, after giving effect to such continuation,
          Borrower has outstanding LIBOR Advances with more than fifteen (15)
          different Interest Periods with respect to Revolving Credit Loans
          (including no more than five (5)


                                      -10-



          different Interest Periods at any one time with respect to Pounds
          Sterling Denominated Revolving Credit Loans).

          If Borrower shall fail to give timely notice of its election to
continue any LIBOR Advance or portion thereof as provided above, or if such
continuation shall not be permitted, such LIBOR Advance or portion thereof,
unless such LIBOR Advance shall be repaid, shall automatically be converted into
a Base Rate Advance at the end of the Interest Period then in effect with
respect to such LIBOR Advance.

          3.1.8 Inability to Make LIBOR Advances. Notwithstanding any other
provision hereof, if any (i) change in applicable law, treaty, regulation or
directive, or any change in the interpretation or application thereof, shall
make it unlawful for any Lender (for purposes of this Subsection 3.1.8, the term
"Lender" shall include the office or branch where a Lender or any corporation or
bank then controlling such Lender makes or maintains any LIBOR Advances) to make
or maintain its LIBOR Advances, or (ii) if with respect to any Interest Period,
Agent is unable to determine the LIBOR relating thereto, or (iii) adverse or
unusual conditions in, or changes in applicable law relating to, the London
interbank market make it, in the reasonable judgment of a Lender, impracticable
to fund therein any of the LIBOR Advances, or (iv) if Majority Lenders shall, at
least one Business Day before the requested date of any Borrowing hereunder,
notify Agent that the projected LIBOR is unreflective of the actual costs of
funds therefore to such Lenders, the obligation of the affected Lender (or in
the case of clauses (ii) and (iv), all Lenders) to make LIBOR Advances hereunder
shall forthwith be suspended during the pendency of such circumstances and
Borrower shall, if any affected LIBOR Advances are then outstanding, promptly
upon request from such Lender, convert such affected LIBOR Advances into Base
Rate Advances; provided, that if Borrower receives a notice pursuant to clauses
(iii) or (iv), so long as no Default or Event of Default shall have occurred and
be continuing and Borrower has obtained a commitment from another Lender or
other financial institution, acceptable to Agent in its reasonable discretion,
to become a Lender for all purposes under this Agreement and to assume all
obligations of the Lender to be replaced, at any time after receipt of such
notice and while the circumstances causing LIBOR not to be available, Borrower
may require the Lender giving such notice to assign all of its Loans, Revolving
Loan Commitments and other Obligations to such other Lender or financial
institution pursuant to the provisions of Subsection 10.9.1; provided further
that, prior to or concurrently with such replacement (x) Borrower has paid to
the Lender giving such notice all principal, interest, fees and other amounts
due and owing to such Lender through such date of replacement, (y) Agent has
received the processing and recordation fee required to be paid by Subsection
10.9.1, and (z) all of the requirements for such assignment contained in
Subsection 10.9.1, including, without limitation, the receipt by Agent of an
executed assignment and assumption agreement and other supporting documents,
have been fulfilled.

          3.1.9 Letter of Credit and LC Guaranty Requests. A request for a
Letter of Credit or LC Guaranty shall be made in the following manner: Borrower
may give Agent and Bank a written notice of its request for the issuance of a
Letter of Credit or LC Guaranty, not later than 2:00 p.m. New York time, one
Business Day before the proposed issuance date thereof, in which notice Borrower
shall specify the proposed issuer, issuance date and format and wording for the
Letter of Credit or LC Guaranty being requested (which shall be satisfactory to
Agent and the Person being asked to issue such Letter of Credit or LC Guaranty);
provided, that


                                      -11-



no such request may be made at a time when there exists a Default or Event of
Default or other conditions set forth in Section 8.2 are not satisfied. Such
request shall be accompanied by an executed application and reimbursement
agreement in form and substance satisfactory to Agent and the Person being asked
to issue the Letter of Credit or LC Guaranty, as well as any required
resolutions.

          3.1.10 Method of Making Requests. As an accommodation to Borrower,
unless a Default or an Event of Default is then in existence, (i) Agent shall
permit telephonic requests for Revolving Credit Loans to Agent, (ii) Agent and
Bank may, in their discretion, permit electronic transmittal of requests for
Letters of Credit and LC Guaranties to them, and (iii) Agent may, in Agent's
discretion, permit electronic transmittal of instructions, authorizations,
agreements or reports to Agent. Unless Borrower specifically directs Agent or
Bank in writing not to accept or act upon telephonic or electronic
communications from Borrower, neither Agent nor Bank nor any Lender shall have
any liability to Borrower for any loss or damage suffered by Borrower as a
result of Agent's or Bank's honoring of any requests, execution of any
instructions, authorizations or agreements or reliance on any reports
communicated to it telephonically or electronically and purporting to have been
sent to Agent or Bank by an authorized officer of Borrower, and neither Agent
nor Bank shall have any duty to verify the origin of any such communication or
the authority of the person sending it. Each telephonic request for a Revolving
Credit Loan accepted by Agent hereunder shall be promptly followed by a written
confirmation of such request from Borrower to Agent.

          3.1.11 Swing Line Loans; Settlement Procedures. In order to facilitate
the administration of the Revolving Credit Loans, notwithstanding the provisions
of Subsection 3.1.3, Agent may make US Revolving Credit Loans on behalf of the
Lenders (each, a "Swing Line Loan"); provided that Agent shall not make any
Swing Line Loan if the aggregate outstanding principal amount of all Swing Line
Loans (taking into account the Loan to be made and any repayments received on
such date) would exceed US$10,000,000, and settlement will be made among the
Lenders and Agent in accordance with this Subsection 3.1.11. Each Lender's
obligation to fund its Revolving Loan Percentage of each Swing Line Loan shall
commence on the date on which such Swing Line Loan is made by Agent, and each
Lender shall be deemed to have irrevocably and unconditionally purchased a
participation in such Swing Line Loan in an amount equal to its Revolving Credit
Percentage of the Swing Line Loan. All Swing Line Loans shall be Base Rate
Advances, and interest accrued on the Swing Line Loans shall be for the account
of Agent until settlement is made in accordance with this Section. Settlement of
all Swing Line Loans in excess of US$1,000,000 (or such lesser amount as
required by Agent) shall be made weekly on the date (each, a "Settlement Date")
selected by Agent and in any event on the date on which the outstanding balance
of the Swing Line Loans shall have increased or decreased since the last
Settlement Date by US$10,000,000 or more, or more frequently if Agent elects.
Agent will advise each Lender electronically or by telephone, facsimile or
telecopy of its Revolving Loan Percentage of the Swing Line Loans, and in the
event that payments are necessary to be made so that each Lender has funded
Revolving Credit Loans equal to its Revolving Loan Percentage of all outstanding
Revolving Credit Loans, each Lender shall transfer such amount to Agent, or
Agent shall transfer such amount to each Lender, in immediately available funds
no later than 4 p.m. (New York time) on the Settlement Date if Agent has
delivered notice prior to 12:00 noon (New York time) on the Settlement Date or
by 1:00 p.m. (New York time) on the next Business Day if notice is given later.
Settlements shall


                                      -12-



be made whether or not any Default or Event of Default exists and whether or not
the conditions to Revolving Credit Loans have been met; provided however, that
notwithstanding the foregoing, a Lender shall not have any obligation to acquire
a participation in a Swing Line Loan pursuant to this Subsection 3.1.11 if a
Default or Event of Default existed or any conditions precedent to making Loans
were not satisfied at the time such Swing Line Loan was made and such Lender
shall have notified Agent in writing, at least one Business Day prior to the
time such Swing Line Loan was made, that the foregoing circumstances existed and
that such Lender would not acquire participations in Swing Line Loans made while
such circumstances continued. If any Lender fails to fund any amount due to
Agent under this Section on the Settlement Date, Agent shall be entitled to
recover such amount on demand from such Lender, together with interest thereon
at the interest rate then applicable to the Revolving Credit Loans. All payments
made by the Lenders under this Subsection 3.1.11 shall be deemed to be Revolving
Credit Loans made to Borrower in accordance with this Agreement.

     3.2 Payments. Except where evidenced by notes or other instruments issued
or made by Borrower to any Lender and accepted by such Lender specifically
containing payment instructions that are in conflict with this Section 3.2 (in
which case the conflicting provisions of said notes or other instruments shall
govern and control), the Obligations shall be payable, without setoff or
counter-claim, as follows:

          3.2.1 Principal. Principal payable on account of Revolving Credit
Loans shall be payable by Borrower (or UK Borrower, as the case may be) to Agent
for the ratable benefit of Lenders immediately upon the earliest of (i) the
receipt by Agent or Borrower of any proceeds of any of the Collateral (except as
otherwise provided herein), including without limitation pursuant to Subsections
3.3.1 and 5.2.5, to the extent of said proceeds, subject to Borrower's rights to
reborrow such amounts in compliance with Subsection 1.1.1 hereof; (ii) the
occurrence of an Event of Default in consequence of which Agent or Majority
Lenders elect to accelerate the maturity and payment of the Obligations, or
(iii) termination of this Agreement pursuant to Section 3.16 hereof; provided,
however, that, if an Overadvance shall exist at any time, Borrower shall
immediately repay the Overadvance. Each payment (including principal
prepayments) by Borrower on account of principal of the Revolving Credit Loans
shall be applied first to Base Rate Advances, then to LIBOR Advances, subject to
Subsection 3.2.5 hereof. If any amounts collected by Agent exceed the Revolving
Credit Loans outstanding (including any amounts charged to Borrower under this
Agreement), such amounts shall be disbursed to Borrower or at its written
direction.

          3.2.2 Interest.

               (a) Base Rate Advances. Interest accrued on Base Rate Advances
     shall be due and payable on the earliest of (1) the first calendar day of
     each month (for the immediately preceding month), computed through the last
     calendar day of the preceding month, (2) the occurrence of an Event of
     Default in consequence of which Agent or Majority Lenders elect to
     accelerate the maturity and payment of the Obligations or (3) termination
     of this Agreement pursuant to Section 3.16 hereof.

               (b) LIBOR Advances. Interest accrued on each LIBOR Advance shall
     be due and payable on each LIBOR Interest Payment Date and on the earliest
     of (1) the


                                      -13-



     occurrence of an Event of Default in consequence of which Agent or Majority
     Lenders elect to accelerate the maturity and payment of the Obligations or
     (2) termination of this Agreement pursuant to Section 3.16 hereof.

          3.2.3 Costs, Fees and Charges. Costs, fees and charges payable
pursuant to this Agreement shall be payable by Borrower to Agent, as and when
provided in Section 2 hereof or to any other Person designated by Agent in
writing.

          3.2.4 Other Obligations. The balance of the Obligations requiring the
payment of money, if any, shall be payable by Borrower to Agent for distribution
to Lenders, as appropriate, as and when provided in this Agreement, the Other
Agreements or the Security Documents, or if not so provided, on demand.

          3.2.5 Prepayment of LIBOR Advances. Borrower may prepay a LIBOR
Advance only on the last day of the Interest Period for such LIBOR Advance. If
Borrower shall nonetheless pay or repay a LIBOR Advance on any other date,
Borrower shall pay to Agent, upon request of Agent, such amount or amounts as
shall be sufficient (in the reasonable opinion of Agent) to compensate Lenders
for any loss, cost, or expense incurred as a result of: (i) any payment of a
LIBOR Advance on a date other than the last day of the Interest Period for such
Loan; (ii) any failure by Borrower to borrow a LIBOR Advance on the date
specified by Borrower's written notice; or (iii) any failure by Borrower to pay
a LIBOR Advance on the date for payment specified in Borrower's written notice;
provided that each Lender waives any amounts payable pursuant to this Section
3.2.5 as a result of payment of LIBOR Advances under the Existing Loan Agreement
on the Restatement Date. If by reason of an Event of Default, Agent or Majority
Lenders elect to declare the Obligations to be immediately due and payable, then
any breakage costs with respect to a LIBOR Advance shall become due and payable
in the same manner as though Borrower had exercised such right of prepayment.

     3.3 Mandatory and Optional Prepayments.

          3.3.1 Proceeds of Sale, Loss, Destruction or Condemnation of
Collateral. Except as provided in Subsection 7.2.5(i), if Borrower or any of its
Subsidiaries sells or otherwise disposes of any of the Equipment or real
Property or other Collateral or assets, or if a Casualty Loss occurs with
respect to any of the Collateral, Borrower shall, unless otherwise agreed by
Majority Lenders, pay to Agent for the ratable benefit of Lenders as and when
received by Borrower or such 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 Borrower or
such Subsidiary from such sale or Casualty Loss. The applicable prepayment shall
be applied to reduce the outstanding principal balance of the Revolving Credit
Loans, but, except as provided below, shall not permanently reduce the Revolving
Loan Commitments; provided that any sale or Casualty Loss of Inventory,
Equipment or Specified Real Property shall reduce the US Borrowing Base to the
extent of the value of the applicable Property. Such reduction shall be
effective on the date of consummation of the sale or receipt of proceeds of a
Casualty Loss if the Sale Proceeds are equal to or greater than five percent
(5%) of Availability on such date (without giving effect to the application of
the Sale Proceeds) and otherwise as of the date on which Borrower delivers its
new Borrowing Base Certificate pursuant to Subsection 7.1.4. If


                                      -14-



Borrower and its 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 the 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.
Notwithstanding the foregoing, Sale Proceeds received by a UK Borrower shall be
applied to its Revolving Credit Loans to the extent outstanding, and not to the
Revolving Credit Loans of the Borrower.

          3.3.2 Proceeds from Issuance of Additional Indebtedness or Equity. If
Borrower or any Subsidiary issues any additional Indebtedness (other than
intercompany Indebtedness) or obtains any additional equity in a manner
permitted under this Agreement, Borrower shall pay to Agent for the ratable
benefit of Lenders, when and as received by any Borrower and as a mandatory
prepayment of the Obligations, a sum equal to 100% of the net cash proceeds to
Borrower or such Subsidiary of the issuance of such Indebtedness or equity. Any
such prepayment shall be applied to reduce the outstanding principal balance of
the Revolving Credit Loans, but shall not permanently reduce the Revolving Loan
Commitments. Proceeds received by a UK Borrower shall be applied to its
Revolving Credit Loans to the extent outstanding, and not to the Revolving
Credit Loans of Borrower. If the proceeds of the issuance of Securities are to
be used to redeem or repurchase Senior Notes in accordance with Subsection
7.2.6(b) hereof, such proceeds shall be paid to Agent for application to the
Revolving Credit Loans but, subject to the terms of this Agreement, may be
reborrowed for such redemption or repurchase.

          3.3.3 LIBOR Advances. If the application of any payment made in
accordance with the provisions of this Section 3.3 at a time when no Event of
Default has occurred and is continuing would result in termination of a LIBOR
Advance prior to the last day of the Interest Period for such LIBOR Advance, the
amount of such prepayment shall not be applied to such LIBOR Advance, but will,
at Borrower's option, be deposited by Borrower in an interest bearing account at
Bank or another bank satisfactory to Agent in its discretion, which account is
in the name of Borrower and under the control of Agent and from which account
only Agent can make any withdrawal, in each case to be applied as such amount
would otherwise have been applied under this Section 3.3 at the earlier to occur
of (i) the last day of the relevant Interest Period or (ii) the occurrence of a
Default or an Event of Default.

          3.3.4 Optional Reductions of Revolving Loan Commitments. Borrower may,
at its option from time to time upon not less than 3 Business Days' prior
written notice to Agent, terminate in whole or permanently reduce ratably in
part, the unused portion of the Revolving Loan Commitments, provided, however,
that each such partial reduction shall be in an amount of US$5,000,000 or
integral multiples of US$1,000,000 in excess thereof. Except for charges under
Subsection 3.2.5 applicable to prepayments of LIBOR Advances, such prepayments
shall be without premium or penalty, but Borrower shall repay the Loans (or
provide cash collateral for the LC Amount) to the extent that the sum of the
outstanding principal amount of the Revolving Credit Loans, the LC Amount and
all unpaid LC Obligations exceeds the Revolving Loan Commitments as so reduced.

          3.3.5 Exchange Rate Prepayments. If on the date on which Borrower
delivers its Borrowing Base Certificate pursuant to Subsection 7.1.4,


                                      -15-



               (a) the aggregate amount of the UK Revolving Loan Exposure of all
     the Lenders (determined on an as-converted to US Dollars basis at currently
     prevailing exchange rates as determined by the Agent) exceeds the UK
     Sublimit (the amount of such excess, the "UK Prepayment Amount"), within
     three (3) Business Days thereof, Borrower shall pay to Agent for the
     ratable benefit of Lenders, as a mandatory prepayment of the Obligations, a
     sum equal to the UK Prepayment Amount, to be applied to reduce the
     outstanding principal balance of the UK Revolving Credit Loans; or

               (b) the aggregate principal amount of the Pounds Sterling
     Denominated Revolving Credit Loans made to Borrower (determined on an
     as-converted to US Dollars basis at currently prevailing exchange rates as
     determined by the Agent) exceeds $50,000,000, (the amount of such excess,
     the "Borrower UK Prepayment Amount"), within three (3) Business Days
     thereof, Borrower shall pay to Agent for the ratable benefit of Lenders, as
     a mandatory prepayment of the Obligations, a sum equal to the Borrower UK
     Prepayment Amount, to be applied to reduce the outstanding principal
     balance of the Pounds Sterling Denominated Revolving Credit Loans; or

               (c) the aggregate amount of the Revolving Loan Exposure of all
     the Lenders (with the amount of Pounds Sterling Denominated Revolving
     Credit Loans being determined on an as-converted to US Dollars basis at
     currently prevailing exchange rates as determined by the Agent) exceeds the
     lesser of (i) the Aggregate Borrowing Base and (ii) the Revolving Credit
     Maximum Amount (the amount of such excess, the "Aggregate Prepayment
     Amount"), within three (3) Business Days thereof, Borrower shall pay to
     Agent for the ratable benefit of Lenders, as a mandatory prepayment of the
     Obligations, a sum equal to the Aggregate Prepayment Amount, to be applied
     to reduce the outstanding principal balance of the Revolving Credit Loans.

Prepayments under this subsection 3.3.5 shall not permanently reduce the
Revolving Loan Commitments.

     3.4 Application of Payments and Collections. All items of payment received
by Agent by 3 p.m., New York time, on any Business Day shall be deemed received
on that Business Day. All items of payment received after 3 p.m., New York time,
on any Business Day shall be deemed received on the following Business Day.
Borrower irrevocably waives the right to direct the application of any and all
payments and collections at any time or times hereafter received by Agent from
or on behalf of Borrower, any UK Borrower or any Guarantor, and Borrower does
hereby irrevocably agree that Agent shall have the continuing exclusive right to
apply and reapply any and all such payments and collections received at any time
or times hereafter by Agent or its agent against the Obligations, in such manner
as Agent may deem advisable, notwithstanding any entry by Agent or any Lender
upon any of its books and records. If as the result of collections of Accounts
as authorized by Subsection 5.2.5 hereof or otherwise, a credit balance exists
in the Loan Account, such credit balance shall not accrue interest in favor of
Borrower, but shall be disbursed to Borrower or otherwise at Borrower's
direction in the manner set forth in Subsection 3.1.2, upon Borrower's request
at any time, so long as no Default or Event of Default then exists. Agent may at
its option, offset such credit balance against any of the Obligations upon and
during the continuance of an Event of Default.


                                      -16-



     3.5 All Loans to Constitute One Obligation. The Loans shall constitute one
general Obligation of Borrower, and shall be secured by Agent's Lien for the
benefit of Agent and the ratable benefit of the Lenders upon all of the
Collateral.

     3.6 Loan Account. Agent shall enter all Loans as debits to a loan account
(the "Loan Account") and shall also record in the Loan Account all payments made
on any Obligations and all proceeds of Collateral which are finally paid to
Agent, and may record therein, in accordance with customary accounting practice,
other debits and credits, including interest and all charges and expenses
properly chargeable to Borrower pursuant to this Agreement or any other Loan
Document.

     3.7 Statements of Account. Agent will account to Borrower monthly with a
statement of Loans, charges and payments made pursuant to this Agreement during
the immediately preceding month, and such account rendered by Agent shall be
deemed final, binding and conclusive upon Borrower absent demonstrable error
unless Agent is notified by Borrower in writing to the contrary within 30 days
of the date each accounting is received by Borrower. Such notice shall only be
deemed an objection to those items specifically objected to therein.

     3.8 Sharing of Payments, Etc. If any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) on account of any Loan made by it in excess of its ratable share
of payments on account of Loans made by all Lenders, such Lender shall forthwith
purchase from each other Lender such participation in such Loan as shall be
necessary to cause such purchasing Lender to share the excess payment ratably
with each other Lender; provided, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Lender, such purchase from
each Lender shall be rescinded and such Lender shall repay to the purchasing
Lenders the purchase price to the extent of such recovery, together with an
amount equal to such Lender's ratable share (according to the proportion of (i)
the amount of such Lender's required repayment to (ii) the total amount so
recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered.
Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 3.8 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with respect
to such participation as fully as if such Lender were the direct creditor of
Borrower in the amount of such participation. Notwithstanding anything to the
contrary contained herein, all purchases and repayments to be made under this
Section 3.8 shall be made through Agent.

     3.9 Increased Costs. If any law or any governmental or quasi-governmental
rule, regulation, policy, guideline or directive (whether or not having the
force of law) adopted after the date of this Agreement and having general
applicability to all banks within the jurisdiction in which any Lender operates
(excluding, for the avoidance of doubt, the effect of and phasing in of capital
requirements or other regulations or guidelines passed prior to the date of this
Agreement), or any interpretation or application thereof by any governmental
authority charged with the interpretation or application thereof, or the
compliance of such Lender therewith, shall:

               (1) subject such Lender to any tax with respect to this Agreement
     (other than (a) any tax based on or measured by net income or otherwise in
     the nature of a net income tax, including, without limitation, any
     franchise tax or any similar tax based


                                      -17-



     on capital, net worth or comparable basis for measurement and (b) any tax
     collected by a withholding on payments and which neither is computed by
     reference to the net income of the payee nor is in the nature of an advance
     collection of a tax based on or measured by the net income of the payee) or
     (2) change the basis of taxation of payments to such Lender of principal,
     fees, interest or any other amount payable hereunder or under any Loan
     Documents (other than in respect of (a) any tax based on or measured by net
     income or otherwise in the nature of a net income tax, including, without
     limitation, any franchise tax or any similar tax based on capital, net
     worth or comparable basis for measurement and (b) any tax collected by a
     withholding on payments and which neither is computed by reference to the
     net income of the payee nor is in the nature of an advance collection of a
     tax based on or measured by the net income of the payee);

               (2) impose, modify or hold applicable any reserve (except any
     reserve taken into account in the determination of the applicable LIBOR),
     special deposit, assessment or similar requirement against assets held by,
     or deposits in or for the account of, advances or loans by, or other credit
     extended by, any office of such Lender, including (without limitation)
     pursuant to Regulation D of the Board of Governors of the Federal Reserve
     System; or

               (3) impose on such Lender or the London interbank market any
     other condition with respect to any Loan Document; or

               (4) impose on such Lender any capital requirements.

and the result of any of the foregoing is to increase the cost to such Lender of
making, renewing or maintaining its Loans hereunder by an amount that such
Lender deems to be material or to reduce the amount of any payment (whether of
principal, interest or otherwise) in respect of any of such Loans by an amount
that such Lender deems to be material, or reduces the rate of return on such
Lender's capital as a result of its obligations hereunder by an amount such
Lender deems to be material, then, in any such case, Borrower shall pay such
Lender, upon demand and certification not later than six months following its
receipt of notice of the imposition of such increased costs or such reduced
return, such additional amount as will compensate such Lender for such
additional cost or such reduction, as the case may be, to the extent such Lender
has not otherwise been compensated, with respect to a particular Loan, for such
increased cost or such reduced return as a result of an increase in the Base
Rate or the LIBOR. An officer of such Lender shall determine the amount of such
additional cost or reduced amount using reasonable averaging and attribution
methods and shall certify the amount of such additional cost or reduced amount
to Borrower, which certification shall include a written explanation of such
additional cost or reduction to Borrower. Such certification shall be conclusive
absent manifest error. If such Lender claims any additional cost or reduced
amount pursuant to this Subsection 3.9.1, then such Lender shall use reasonable
efforts (consistent with legal and regulatory restrictions) to designate a
different lending office or to file any certificate or document reasonably
requested by Borrower if the making of such designation or filing would avoid
the need for, or reduce the amount of, any such additional cost or reduced
amount and would not, in the sole discretion of such Lender, be otherwise
disadvantageous to such Lender.

     3.10 Taxes.


                                      -18-



          3.10.1 Gross Up for Indemnified Taxes. If Borrower or UK Borrower
shall be required by Applicable Law to withhold or deduct any Indemnified Taxes
from or in respect of any sum payable under this Agreement or any of the other
Loan Documents (a "Tax Deduction"), (i) the sum payable to Agent or such Lender
shall be increased as may be necessary so that, after making all required Tax
Deductions, Agent or such Lender (as the case may be) receives an amount equal
to the sum it would have received had no such Tax Deductions been made, (ii)
Borrower or UK Borrower, as the case may be, shall make such Tax Deductions, and
(iii) Borrower or UK Borrower, as the case may be, shall pay the full amount of
any such Tax Deductions to the relevant taxation authority or other authority in
accordance with Applicable Law.

          3.10.2 United States. No increased payments by Borrower or UK Borrower
to Agent or any Lender with respect to a Tax Deduction shall be required
pursuant to Subsection 3.10.1 of this Agreement unless the applicable Lender has
complied with the requirements of this Subsection 3.10.2.

               (a) Each Lender that is a United States Person (as such term is
     defined in Section 7701(a)(30) of the Internal Revenue Code) shall deliver
     to Borrower and Agent on or prior to the Restatement Date (in the case of
     each Lender listed on the signature pages hereof on the Restatement Date)
     or on or prior to the date such Lender became a party hereto (in the case
     of each other Lender), and at such other times as may be necessary in the
     determination of Borrower or Agent (each in the reasonable exercise of its
     discretion), two properly completed and duly executed originals of United
     States Internal Revenue Service Form W-9 (or any successor form) certifying
     that such Lender is not subject to United States federal backup withholding
     tax.

               (b) Each Lender that is not a United States Person (as such term
     is defined in Section 7701(a)(30) of the Internal Revenue Code) shall
     deliver to Borrower and Agent on or prior to the Restatement Date (in the
     case of each Lender listed on the signature pages hereof on the Restatement
     Date) or on or prior to the date such Lender became a party hereto (in the
     case of each other Lender), and at such other times as may be necessary in
     the determination of Borrower or Agent (each in the reasonable exercise of
     its discretion), either of the following:

                    (i) if such Lender is not (1) a "bank" as described in
          Section 881(c)(3)(A) of the Internal Revenue Code, (2) a 10%
          shareholder of Borrower (within the meaning of Section 871(h)(3)(B) of
          the Internal Revenue Code), or (3) a controlled foreign corporation
          related to Borrower within the meaning of Section 864(d)(4) of the
          Internal Revenue Code, a statement, signed under penalty of perjury,
          to the effect that such Lender is eligible for a complete exemption
          from withholding of United States federal income tax under the
          "portfolio interest" exemption and two properly completed and duly
          executed originals of United States Internal Revenue Service Form
          W-8BEN (or any successor form); or

                    (ii) two properly completed and duly executed originals of
          United States Internal Revenue Service Form W-8BEN or Form W-8ECI,


                                      -19-



          certifying in either case that such Lender is entitled to receive any
          payment under this Agreement or any of the other Loan Documents
          without deduction or withholding of any United States federal income
          tax, and such other documentation required under the Internal Revenue
          Code and reasonably requested by Borrower to establish that such
          Lender is not subject to any such deduction or withholding of United
          States federal income tax.

               (c) Each Lender that so delivers the documents required under
     either paragraphs (a) or (b) above (each such form, statement, certificate
     or document shall be referred to herein as an "Exemption Certificate")
     shall further undertake to deliver to Borrower and Agent such an Exemption
     Certificate on or before the date that such Exemption Certificate expires,
     becomes obsolete or after the occurrence of any event requiring a change in
     the Exemption Certificate so delivered by it, and such amendments thereto
     or extensions or renewals thereof as may be reasonably requested by
     Borrower or Agent, in each case, certifying that such Lender is entitled to
     receive any payment under this Agreement or any other Loan Documents
     without deduction or withholding of any United States federal income tax,
     unless an event (including any change in treaty, law or regulation) has
     occurred prior to the date on which any such delivery would otherwise be
     required under this Subsection 3.10.2(c) that renders all such Exemption
     Certificates inapplicable or that would prevent such Lender from duly
     completing and delivering any such Exemption Certificate with respect to it
     and such Lender advises Borrower and Agent that it is not capable of
     receiving payments without any deduction or withholding of United States
     federal income tax.

          3.10.3 United Kingdom.

               (a) No increased payment by UK Borrower to any Lender with
     respect to a Tax Deduction shall be required pursuant to Subsection 3.10.1
     of this Agreement if, on the date on which the payment falls due:

                    (i) the payment could have been made to the relevant Lender
          without a Tax Deduction if it was a Qualifying Lender, but on that
          date such 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 the interpretation, administration or
          application of) any law or Treaty, or any published practice or
          concession of any relevant taxing authority;

                    (ii) the relevant Lender is a Qualifying Lender solely under
          one of the clauses (i) through (iii) of the definition of Qualifying
          Lender and has not, following a written request from the Credit
          Parties, other than by reason of any change after the date of this
          Agreement in (or in the interpretation, administration or application
          of) any Applicable Law, or any published practice or concession of any
          relevant taxing authority, given a Tax Confirmation to the Credit
          Parties; or

                    (iii) the relevant Lender is a Treaty Lender and the UK
          Borrower is able to demonstrate that the payment could have been made
          to the


                                      -20-



          Lender without the Tax Deduction had that Lender complied with its
          obligations under Subsection 3.10.3(b) below.

               (b) UK Borrower shall cooperate in completing, as soon as
     reasonably practicable, any procedural formalities necessary for the UK
     Borrower to obtain authorization to make that payment without a Tax
     Deduction (including, for the avoidance of doubt, the completion and
     submission to UK Borrower or to the United Kingdom Inland Revenue (as
     applicable) of such properly completed and executed forms and documentation
     prescribed by Applicable Law as may reasonably be requested by UK
     Borrower).

               (c) A UK Non-Bank Lender that becomes a party hereto as of the
     Restatement Date shall by entering into this Agreement be deemed to have
     given a Confirmation as of such date.

               (d) Each UK Non-Bank Lender shall promptly notify Borrower and
     Agent if there is any change in the position from that set out in the
     applicable Tax Confirmation.

               (e) Each relevant Lender shall, within 20 Business Days of
     becoming a party to which any Credit Party is required to make payment
     under this Agreement, notify the Credit Party in writing whether or not it
     is a Qualifying Lender with respect to payments of interest and, if it is a
     Qualifying Lender with respect to payments of interest, within which
     clause(s) of the definition of "Qualifying Lender" it falls and notify the
     Credit Party as soon as possible in writing should it subsequently become
     aware that such notification has ceased to be correct.

     3.11 Affected Lenders. If Borrower receives a demand for payments under
Section 3.9 or 3.10, so long as no Default or Event of Default shall have
occurred and be continuing and Borrower has obtained a commitment from another
Lender or other financial institution, acceptable to Agent in its reasonable
discretion, to become a Lender for all purposes under this Agreement and to
assume all obligations of the Lender to be replaced, at any time after receipt
of such demand for payments and while the circumstances causing LIBOR not to be
available continue, Borrower may require the Lender giving such notice to assign
all of its Loans, Revolving Loan Commitments and other Obligations to such other
Lender or financial institution pursuant to the provisions of Subsection 10.9.1;
provided that, prior to or concurrently with such replacement (i) Borrower has
paid to the Lender giving such demand for payments all principal, interest, fees
and other amounts due and owing to such Lender through such date of replacement,
(ii) Agent has received the processing and recordation fee required to be paid
by Subsection 10.9.1, and (iii) all of the requirements for such assignment
contained in Subsection 10.9.1, including, without limitation, the receipt by
Agent of an executed assignment and assumption agreement and other supporting
documents, have been fulfilled.


                                      -21-



     3.12 Basis for Determining Interest Rate Inadequate or Unfair. In the event
that Agent shall have determined that:

                    (i) reasonable means do not exist for ascertaining the LIBOR
          for any Interest Period; or

                    (ii) Dollar deposits in the relevant amount and for the
          relevant maturity are not available in the London interbank market
          with respect to a proposed LIBOR Advance, or a proposed conversion of
          a Base Rate Advance into a LIBOR Advance; then

Agent shall give Borrower prompt written, telephonic or electronic notice of the
determination of such effect. If such notice is given, (i) any such requested
LIBOR Advance shall be made as a Base Rate Advance, unless Borrower shall notify
Agent no later than 2:00 p.m. (New York time) two (2) Business Days prior to the
date of such proposed borrowing that the request for such borrowing shall be
canceled or made as an unaffected type of LIBOR Advance, and (ii) any Base Rate
Advance which was to have been converted to an affected type of LIBOR Advance
shall be continued as or converted into a Base Rate Advance, or, if Borrower
shall notify Agent, no later than 2:00 p.m. (New York time) two (2) Business
Days prior to the proposed conversion, shall be maintained as an unaffected type
of LIBOR Advance.

     3.13 UK Revolving Credit Loans; Intra-Lender Issues.

          3.13.1 Pounds Sterling Participations. Notwithstanding anything to the
contrary contained herein, all UK Revolving Credit Loans shall be made solely by
the Lenders with Pounds Sterling Funding Capacity. 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 DB AG, and DB AG 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 UK Revolving Credit
Loan funded by DB AG in an amount equal to such Participating Pounds Lender's
Revolving Loan Percentage of the borrowing that includes such UK Revolving
Credit Loan. Such purchase and sale of a Pounds Sterling Participation shall be
deemed to occur automatically upon the making of a UK Revolving Credit Loan by
DB AG, without any further notice to any Participating Pounds Lender. The
purchase price payable by each Participating Pounds Lender to DB AG for each
Pounds Sterling Participation purchased by it from DB AG 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 UK Revolving
Credit Loan and (ii) such Participating Pounds Lender's Revolving Loan
Percentage), and such purchase price shall be payable by each Participating
Pounds Lender to DB AG in accordance with the settlement procedure set forth in
Subsection 3.13.2 below. DB AG and Agent shall record on their books the amount
of the UK Revolving Credit Loans made by DB AG and each Participating Pounds
Lender's Pounds Sterling Participation and Funded Pounds Sterling Participation
therein, all payments in respect thereof and interest accrued thereon and all
payments made by and to each Participating Pounds Lender pursuant to this
Subsection 3.13.


                                      -22-



          3.13.2 Settlement Procedures for UK Revolving Credit Loan
Participations. Each Participating Pounds Lender's Pounds Sterling Participation
in the UK Revolving Credit Loans (other than Protective Advances) shall be in an
amount equal to its Revolving Loan Percentage of all such UK Revolving Credit
Loans. However, in order to facilitate the administration of the UK Revolving
Credit Loans made by DB AG and the Pounds Sterling Participations, settlement
among DB AG and the Participating Pounds Lenders with regard to the
Participating Pounds Lenders' Pounds Sterling Participations shall take place in
accordance with the following provisions:

               (a) DB AG 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 UK Revolving
     Credit Loans are outstanding, Pounds Sterling Participation Settlements
     shall be effected through Agent on such Business Days as 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 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 Subsection 9.2 and (z) Agent has actual
     knowledge of such cure or waiver, all prior to Agent's giving notice to the
     Participating Pounds Lenders of the first Pounds Sterling Participation
     Settlement Date under this Agreement, then 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 UK Revolving Credit Loans made or deemed made by DB AG 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 UK Revolving Credit Loans
     repaid during such Pounds Sterling Participation Settlement Period to DB
     AG, each Participating Pounds Lender shall pay to DB AG (through 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 UK
     Revolving Credit Loans repaid to DB AG in such period exceeds the total
     principal amount of the UK Revolving Credit Loans made or deemed made by DB
     AG during such period, DB AG shall pay to each Participating Pounds Lender
     (through 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 UK
     Revolving Credit Loans shall be made


                                      -23-



     in Pounds Sterling (or the Equivalent Amount in Dollars) on the Pounds
     Sterling Participation Settlement Date for such UK Revolving Credit Loans.

               (b) If any Participating Pounds Lender fails to pay to DB AG on
     any Pounds Sterling Participation Settlement Date the full amount required
     to be paid by such Participating Pounds Lender to DB AG 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 DB AG, DB
     AG 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 UK Revolving Credit Loans) at the
     Base Rate plus 2% with respect to Loans denominated in Pounds Sterling.
     Without limiting DB AG's rights to recover from any Participating Pounds
     Lender any unpaid Pounds Sterling Participation Settlement Amount payable
     by such Participating Pounds Lender to DB AG, 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 DB AG and apply such
     withheld amount to the payment of any unpaid Pounds Sterling Participation
     Settlement Amount owing by such Participating Pounds Lender to DB AG.

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

          3.13.3 Obligations Irrevocable. The obligations of each Participating
Pounds Lender to purchase from DB AG a participation in each UK Revolving Credit
Loan made by DB AG and to make payments to DB AG 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:

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

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

               (c) any application or misapplication of any proceeds of any UK
     Revolving Credit Loans;

               (d) the surrender or impairment of any security for any UK
     Revolving Credit Loans;

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


                                      -24-



               (f) the commencement or pendency of any events specified in
     Subsection 9.1.9 hereof, in respect of Borrower Parent or any Subsidiary
     thereof, any other Guarantor or any other Person; or

               (g) the failure to satisfy the applicable conditions precedent
     set forth in Section 8 hereof.

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

          3.13.5 Indemnification by Lenders. Each Participating Pounds Lender
agrees to indemnify DB AG (to the extent not reimbursed by Borrower or UK
Borrower and without limiting the obligations of Borrower and UK Borrower
hereunder or under any other Loan 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 DB AG in any
way relating to or arising out of any UK Revolving Credit Loans or any
participations by DB AG in any Letters of Credit denominated in Pounds Sterling
or related LC Support or any action taken or omitted by DB AG 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 DB AG. Without limiting the foregoing, each Participating Pounds
Lender agrees to reimburse DB AG promptly upon demand for such Participating
Pounds Lender's ratable share of any costs or expenses payable by the Borrowers
to DB AG in respect of the UK Revolving Credit Loans to the extent that DB AG is
not promptly reimbursed for such costs and expenses by the Borrowers. The
agreement contained in this Subsection 3.13.5 shall survive payment in full of
all UK Revolving Credit Loans.

          3.13.6 UK Revolving Credit Loan Participation Fee. In consideration
for each Participating Pounds Lender's participation in the UK Revolving Credit
Loans made by DB AG, DB AG agrees to pay to Agent for the account of each
Participating Pounds Lender, as and when DB AG receives payment of interest on
its UK Revolving Credit Loans, a fee (the "Pounds Sterling Participation Fee")
at a rate per annum equal to the Applicable Margin on such UK Revolving Credit
Loans minus 0.25% on the Unfunded Pounds Sterling Participation of such
Participating Pounds Lender in such UK Revolving Credit Loans of DB AG. The
Pounds Sterling Participation Fee in respect of any unfunded Pounds Sterling
Participation in a UK Revolving Credit Loan shall be payable to Agent in Pounds
Sterling when interest on such UK Revolving Credit Loan is received by DB AG. If
DB AG does not receive payment in full of such interest, the Pounds Sterling
Participation Fee in respect of the unfunded Pounds Sterling Participation in
such UK Revolving Credit Loans shall be reduced proportionately. Any amounts
payable under this Subsection 3.13.6 by Agent to the Participating Pounds
Lenders shall


                                      -25-



be paid in Pounds Sterling (or the US Dollar equivalent thereof as determined by
the Agent in its sole discretion).

     3.14 Judgment Currency.

          3.14.1 Conversion. If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due hereunder in any currency (the
"Original Currency") into another currency (the "Other Currency") the parties
hereto agree, to the fullest extent that they may effectively do so under
Applicable Law, that the rate of exchange used shall be that at which in
accordance with normal banking procedures Agent could purchase the Original
Currency with the Other Currency at 11:00 a.m. (New York time) on the second
Business Day preceding that on which final judgment is given.

          3.14.2 Original Currency. The obligation of Borrower or any UK
Borrower in respect of any sum due in the Original Currency from it to any
Lender or any Agent hereunder shall, notwithstanding any judgment in any Other
Currency, be discharged only to the extent that on the Business Day following
receipt by such Lender or such Agent (as the case may be) of any sum adjudged to
be so due in such Other Currency such Lender or such Agent (as the case may be)
may in accordance with normal banking procedures purchase the Original Currency
with such Other Currency; if the amount of the Original Currency so purchased is
less than the sum originally due to such Lender or such Agent (as the case may
be) in the Original Currency, such Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify such Lender or such Agent (as
the case may be) against such loss, and if the amount of the Original Currency
so purchased exceeds the sum originally due to any Lender or such Agent (as the
case may be) in the Original Currency, such Lender or such Agent (as the case
may be) agrees to remit to Borrower or such UK Borrower such excess.

     3.15 UK VAT.

          3.15.1 Exclusive of VAT. All amounts payable under this Agreement or
any of the Loan Documents by any Credit Party to Agent or any Lender shall be
deemed to be exclusive of VAT. If any VAT is chargeable on any supply made by
Agent or any Lender to any Credit Party in connection with this Agreement or any
of the Loan Documents, that Credit Party shall, subject to receipt of a valid
VAT invoice, pay to such Agent or Lender (in addition to and at the same time as
paying the amount for such supply) an amount equal to the amount of the VAT.

          3.15.2 VAT Tax. Where this Agreement or any Loan Document requires any
Credit Party to reimburse Agent or a Lender for any costs or expenses, that
Credit Party shall also at the same time pay and indemnify such Agent or Lender
against all VAT incurred by it in respect of such costs and expenses to the
extent that such Agent or 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 in respect of the VAT.

     3.16 Term And Termination.

          3.16.1 Term of Agreement. Subject to the right of Lenders to cease
making Loans to Borrower during the continuance of any Default or Event of
Default, this Agreement


                                      -26-



shall be in effect for the period from the Restatement Date through and
including February 17, 2011 (the "Term"), unless terminated as provided in
Subsection 3.16.2 hereof.

          3.16.2 Termination.

          (a) Termination by Lenders. Agent may, and at the direction of
Majority Lenders shall, terminate this Agreement without notice upon or after
the occurrence and during the continuance of an Event of Default.

          (b) Termination by Borrower. Upon at least five (5) Business Days
prior written notice to Agent and Lenders, Borrower may, at its option,
terminate this Agreement; provided, however, no such termination shall be
effective until Borrower has paid or collateralized to Agent's reasonable
satisfaction all of the Obligations in immediately available funds, all Letters
of Credit and LC Guaranties have expired, terminated or have been cash
collateralized to Agent's satisfaction and Borrower has complied with Subsection
3.2.5. Unless Majority Lenders otherwise agree, any notice of termination given
by Borrower shall be irrevocable and no Lender shall have any obligation to make
any Loans or issue or procure any Letters of Credit or LC Guaranties on or after
the termination date stated in such notice. Borrower may elect to terminate this
Agreement in its entirety only. No section of this Agreement or type of Loan
available hereunder may be terminated singly.

          (c) Additional Amounts. In addition to any other fees or charges
payable hereunder, in the event that Borrower provides less than five (5)
Business Days prior written notice of termination of this Agreement as required
by Subsection 3.16.2(b) in addition to any other amounts which are required to
be paid to Agent or any Lender under the Loan Documents, (i) Borrower agrees to
pay to Agent (for the ratable benefit of Lenders) an amount equal to the product
of (A) (I) the product of (X) the aggregate payoff amount of the Obligations
times (Y) the interest rates then applicable to the Obligations, divided by (II)
360 times (B) the difference between five (5) and the number of Business Days
prior written notice of termination of this Agreement given by Borrower to Agent
and the Lenders.

          (d) Effect of Termination. All of the Obligations shall be immediately
due and payable upon the termination date stated in any notice of termination of
this Agreement. All undertakings, agreements, covenants, warranties and
representations of Borrower contained in the Loan Documents shall survive any
such termination and Agent shall retain its Liens in the Collateral and Agent
and each Lender shall retain all of its rights and remedies under the Loan
Documents notwithstanding such termination until all Obligations (other than
Derivative Obligations) have been discharged or paid, in full, in immediately
available funds, including, without limitation, all Obligations under Subsection
3.2.5 resulting from such termination. Notwithstanding the foregoing or the
payment in full of the Obligations, Agent shall not be required to terminate its
Liens in the Collateral unless, with respect to any loss or damage Agent may
incur as a result of dishonored checks or other items of payment received by
Agent from Borrower or any Account Debtor and applied to the Obligations, Agent
shall, at its option, (i) have received a written agreement satisfactory to
Agent, executed by Borrower, indemnifying Agent and each Lender from any such
loss or damage or (ii) have retained cash collateral for such period of time as
Agent, in its reasonable discretion, may deem necessary to protect Agent and
each Lender from any such loss or damage.


                                      -27-



                          SECTION 4. SECURITY INTERESTS

     4.1 Security Interest in Collateral. To secure the prompt payment and
performance to Agent and each Lender of the Obligations, Borrower hereby
confirms the grant to the Prior Agent for the benefit of Agent and each Prior
Lender, their successors and assigns, of the Liens contained in the Existing
Loan Agreement and further grants to Agent for the benefit of Agent and each
Lender a continuing Lien upon all of Borrower's assets, including all of the
following Property and interests in Property of Borrower, whether now owned or
existing or hereafter created, acquired or arising and wheresoever located:

                    (i) Accounts;

                    (ii) Certificated Securities;

                    (iii) Chattel Paper, including Electronic Chattel Paper and
          Tangible Chattel Paper;

                    (iv) Commercial Tort Claims;

                    (v) Computer Hardware and Software and all rights with
          respect thereto, including, any and all licenses, options, warranties,
          service contracts, program services, test rights, maintenance rights,
          support rights, improvement rights, renewal rights and
          indemnifications, and any substitutions, replacements, additions or
          model conversions of any of the foregoing;

                    (vi) Contract Rights;

                    (vii) Deposit Accounts;

                    (viii) Documents;

                    (ix) Equipment;

                    (x) Financial Assets;

                    (xi) Fixtures;

                    (xii) General Intangibles, including Payment Intangibles and
          Software;

                    (xiii) Goods (including all of its Equipment, Fixtures and
          Inventory), and all accessions, additions, attachments, improvements,
          substitutions and replacements thereto and therefore;

                    (xiv) Instruments;

                    (xv) Intellectual Property;


                                      -28-



                    (xvi) Inventory;

                    (xvii) Investment Property;

                    (xviii) money (of every jurisdiction whatsoever);

                    (xix) Letter-of-Credit Rights;

                    (xx) Payment Intangibles;

                    (xxi) Security Entitlements;

                    (xxii) Software;

                    (xxiii) Supporting Obligations;

                    (xxiv) Uncertificated Securities; and

                    (xxv) to the extent not included in the foregoing, all other
          personal property of any kind or description;

together with all books, records, writings, data bases, information and other
property relating to, used or useful in connection with, or evidencing,
embodying, incorporating or referring to any of the foregoing, and all Proceeds,
products, offspring, rents, issues, profits and returns of and from any of the
foregoing; provided that to the extent that the provisions of any lease or
license of Computer Hardware and Software or Intellectual Property expressly
prohibit (which prohibition is enforceable under applicable law) any assignment
thereof, and the grant of security interest therein, Agent will not enforce its
security interest in Borrower's rights under such lease or license (other than
in respect of the Proceeds thereof) for so long as such prohibition continues,
it being understood that upon request of Agent, Borrower will in good faith use
reasonable efforts to obtain consent for the creation of a security interest in
favor of Agent (and to Agent's enforcement of such security interest) in Agent's
rights under such lease or license. Notwithstanding anything herein to the
contrary, in no event shall the Collateral include or the security interest
granted under Section 4.1 hereof attach to any of the outstanding capital stock
of a Controlled Foreign Corporation in excess of 65% of the voting power of all
classes of capital stock of such Controlled Foreign Corporation entitled to
vote; provided that immediately upon the amendment of the Internal Revenue Code
to allow the pledge of a greater percentage of the voting power of capital stock
in a Controlled Foreign Corporation without adverse tax consequences, the
Collateral shall include, and the security interest granted by the Borrower
shall attach to, such greater percentage of capital stock of each Controlled
Foreign Corporation.

     4.2 Other Collateral.

          4.2.1 Commercial Tort Claims. Borrower shall, and shall cause its
Subsidiaries to, promptly notify Agent in writing upon its obtaining knowledge
of the incurrence of or obtaining a Commercial Tort Claim after the Restatement
Date against any third party and, upon request of Agent, promptly enter into an
amendment to this Agreement or the Subsidiary


                                      -29-



Security Agreement, as applicable, and do such other acts or things deemed
appropriate by Agent to give Agent a security interest in any such Commercial
Tort Claim.

          4.2.2 Other Collateral. Borrower shall, and shall cause its
Subsidiaries to, promptly notify Agent in writing upon acquiring or otherwise
obtaining any material amount of Collateral after the date hereof consisting of
Deposit Accounts, Investment Property, Letter of Credit Rights or Electronic
Chattel Paper and, upon the request of Agent, promptly execute such other
documents, and do such other acts or things deemed appropriate by Agent to
deliver to Agent control with respect to such Collateral; promptly notify Agent
in writing upon acquiring or otherwise obtaining any Collateral after the date
hereof consisting of Documents or Instruments and, upon the request of Agent,
will promptly execute such other documents, and do such other acts or things
deemed appropriate by Agent to deliver to Agent possession of such Documents
which are negotiable and Instruments (other than Instruments for which the
aggregate principal amount does not collectively exceed US$100,000), and, with
respect to nonnegotiable Documents, to have such nonnegotiable Documents issued
in the name of Agent; and with respect to Collateral in the possession of a
third party, other than Certificated Securities and Goods covered by a Document,
obtain an acknowledgement from the third party that it is holding the Collateral
for the benefit of Agent.

     4.3 Lien Perfection; Further Assurances. Borrower shall, and shall cause
its Subsidiaries to, execute such UCC-1 financing statements as are required by
the UCC and such other instruments, assignments or documents as are necessary to
perfect Agent's Lien upon any of the Collateral and shall take such other action
as may be required to perfect or to continue the perfection of Agent's Lien upon
the Collateral. Unless prohibited by applicable law, Borrower hereby irrevocably
authorizes Agent to execute (if required) and file any such financing statements
or amendments, including, without limitation, financing statements that indicate
the Collateral (i) as all assets of Borrower or its Subsidiaries, as applicable,
or words of similar effect, or (ii) as being of an equal or lesser scope, or
with greater or lesser detail, than as set forth in Section 5.1, on Borrower's
or the applicable Subsidiary's behalf. Borrower, on behalf of itself and its
Subsidiaries, also hereby ratifies its authorization for Agent to have filed in
any jurisdiction any like financing statements or amendments thereto if filed
prior to the date hereof. The parties agree that a carbon, photographic or other
reproduction of this Agreement shall be sufficient as a financing statement and
may be filed in any appropriate office in lieu thereof. At Agent's request,
Borrower shall, and shall cause its Subsidiaries to, also promptly execute or
cause to be executed and shall deliver to Agent any and all documents,
instruments and agreements deemed necessary by Agent to give effect to or carry
out the terms or intent of the Loan Documents. Borrower shall, and shall cause
its Subsidiaries to, mark all Chattel Paper to note Agent's Liens therein.
Within 180 days of the Restatement Date (or such additional time as the Agent
shall determine in its sole discretion), the Borrower shall, and shall cause
each Subsidiary to, with respect to any asset of any Credit Party subject to a
Certificate of Title (other than Trailer Fleet Inventory aggregating less than
$5,000,000), take all action to have the Agent on behalf of the Lenders noted on
the respective Certificate of Title as the secured party with respect to such
asset. After the Restatement Date, promptly upon acquisition of any asset
subject to a Certificate of Title (other than Trailer Fleet Inventory to the
extent that such is less than $5,000,000 in the aggregate), the Borrower shall,
and shall cause each Subsidiary to, have the Agent noted on the respective
Certificate of Title as the secured party.


                                      -30-



     4.4 Lien on Realty. The due and punctual payment and performance of the
Obligations shall also be secured by the Lien created by Mortgages upon all real
property of Borrower and its Subsidiaries now or hereafter owned, together with
all improvements or Fixtures on such real property. Each Mortgage shall be
executed by Borrower or the applicable Subsidiary in favor of Agent. Each
Mortgage shall be duly recorded, at Borrower's expense, in each office where
such recording is required to constitute a fully perfected first Lien on the
real property covered thereby, together with all improvements or Fixtures on
such real property. On the Restatement Date, Borrower shall deliver to Agent, at
Borrower's expense, amendments to the Mortgages on the Specified Real Property
and mortgagee title insurance policies or endorsements thereto issued by a title
insurance company satisfactory to Agent, which policies shall be in form and
substance satisfactory to Agent and shall insure a valid first Lien in favor of
Agent, for the benefit of itself and the Lenders, on the real property covered
by each Mortgage, subject only to those exceptions acceptable to Agent and its
counsel. Borrower shall deliver to Agent such other documents, including,
without limitation, as-built survey prints of the real property, as Agent and
its counsel may request relating to the real property subject to the Mortgages.

     4.5 UK Security Documents. The parties hereby acknowledge and agree that,
on or before the initial borrowing under Subsection 1.1.3, the UK Credit Parties
shall execute and deliver the UK Security Documents, each in form and substance
satisfactory to Agent and Lenders.

                      SECTION 5. COLLATERAL ADMINISTRATION

     5.1 General.

          5.1.1 Location of Collateral. All Collateral, other than Inventory in
transit, Inventory held pursuant to leases at a lessee's location and motor
vehicles, will at all times be kept by Borrower and Guarantors at one or more of
business locations set forth in Exhibit 5.1.1 hereto, as updated pursuant to
Section 6.2 hereof.

          5.1.2 Insurance of Collateral. Borrower shall maintain and pay for
insurance upon all Collateral wherever located and with respect to the business
of Borrower and Guarantors, covering casualty, hazard, public liability,
workers' compensation and such other risks in such amounts and with such
insurance companies as are reasonably satisfactory to Agent. Borrower shall
deliver certified copies of such policies to Agent as promptly as practicable,
with satisfactory lender's loss payable endorsements, naming Agent as loss payee
on any property insurance or business interruption insurance policies and as an
additional insured on any liability insurance policies, and showing only such
other loss payees, assignees and additional insureds as are satisfactory to
Agent. Each policy of insurance or endorsement shall contain a clause requiring
the insurer to give not less than 10 days prior written notice to Agent in the
event of cancellation of the policy for nonpayment of premium and not less than
30 days prior written notice to Agent in the event of cancellation of the policy
for any other reason whatsoever and a clause specifying that the interest of
Agent shall not be impaired or invalidated by any act or neglect of Borrower,
any of its Subsidiaries or the owner of the Property or by the occupation of the
premises for purposes more hazardous than are permitted by said policy. Borrower
agrees to deliver to Agent, promptly as rendered, true copies of all reports
made in any reporting forms to insurance companies. All proceeds of business
interruption insurance (if any)


                                      -31-



of Borrower and Guarantors shall be remitted to Agent for application to the
outstanding balance of the Revolving Credit Loans.

          Unless Borrower provides Agent with evidence of the insurance coverage
required by this Agreement, Agent may purchase insurance at Borrower's expense
to protect Agent's interests in the Properties of Borrower and Guarantors. This
insurance may, but need not, protect the interests of Borrower and Guarantors.
The coverage that Agent purchases may not pay any claim that Borrower or any
Guarantor makes or any claim that is made against Borrower or any such Guarantor
in connection with said Property. Borrower may later cancel any insurance
purchased by Agent, but only after providing Agent with evidence that Borrower
and Guarantors have obtained insurance as required by this Agreement. If Agent
purchases insurance, Borrower will be responsible for the costs of that
insurance, including interest and any other charges Agent may impose in
connection with the placement of insurance, until the effective date of the
cancellation or expiration of the insurance. The costs of the insurance may be
added to the Obligations. The costs of the insurance may be more than the cost
of insurance that Borrower and Guarantors may be able to obtain on their own.

          5.1.3 Protection of Collateral. Neither Agent nor any Lender shall be
liable or responsible in any way for the safekeeping of any of the Collateral or
for any loss or damage thereto (except for reasonable care in the custody
thereof while any Collateral is in Agent's or such Lender's actual possession)
or for any diminution in the value thereof, or for any act or default of any
warehouseman, carrier, forwarding agency, or other person whomsoever, but the
same shall be at Borrower's sole risk.

     5.2 Administration of Accounts.

          5.2.1 Records, Schedules and Assignments of Accounts. 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
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 Borrower with respect to such information. Concurrently with the
delivery of each Borrowing Base Certificate required by Subsection 7.1.4, or
more frequently as requested by Agent, from and after the date hereof, Borrower
shall deliver to Agent a detailed aging of all of Accounts of Borrower and
Guarantors, and upon 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 Agent shall reasonably request.

          5.2.2 Taxes. If an Account includes a charge for any tax payable to
any governmental taxing authority, Agent is authorized, in its sole discretion,
to pay the amount thereof to the proper taxing authority for the account of
Borrower or its Subsidiary and to charge Borrower therefore, except for taxes
that (i) are being actively contested in good faith and by appropriate
proceedings and with respect to which Borrower 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
Agent or any Lender be liable for any


                                      -32-



taxes to any governmental taxing authority that may be due by Borrower or any of
its Subsidiaries or Affiliates.

          5.2.3 Account Verification. Any of Agent's officers, employees or
agents shall have the right, at any time or times hereafter, in the name of
Agent, any designee of Agent or Borrower or any Guarantor, to verify the
validity, amount or any other matter relating to any Accounts by mail,
telephone, telegraph or otherwise; provided, that unless a Default or an Event
of Default is then in existence, prior to conducting each set of verifications,
Agent shall generally consult with Borrower about the verification process.
Borrower shall cooperate fully with Agent in an effort to facilitate and
promptly conclude any such verification process.

          5.2.4 Maintenance of Blocked Account Agreements. Borrower shall, and
shall cause UK Borrowers and Guarantors to, maintain lockbox and blocked account
arrangements acceptable to Agent with such banks as may be selected by Borrower
and be acceptable to Agent, for direct deposit of payments and other
remittances, including, without limitation, payment on Accounts. All such
agreements shall provide that if an Event of Default or a Liquidity Event has
occurred the depository institution shall follow Agent's written instructions to
transfer funds in such accounts to the Dominion Account for application on
account of the Obligations without further consent of any Credit Party. All
funds deposited in any Dominion Account shall immediately become the property of
Agent, for the ratable benefit of Lenders, and Borrower or the applicable
Guarantor shall obtain the agreement by such banks in favor of Agent to waive
any offset rights against the funds so deposited. In the event that the
applicable bank is unwilling to waive such rights, Borrower shall, and shall
cause Guarantors to, upon Agent's request to do so, immediately transfer any
funds deposited in such bank accounts to a bank that will agree to waive such
rights. Agent assumes no responsibility for such lockbox and blocked account
arrangements, including, without limitation, any claim of accord and
satisfaction or release with respect to deposits accepted by any bank
thereunder. As soon as practicable, the Borrower shall give written instruction
directing the applicable obligors to direct all payments and remittances to such
accounts. Borrower shall have 60 days (or such additional time as the Agent
shall determine in its sole discretion) from the Restatement Date to establish
the arrangements required by this Subsection 5.2.4.

          5.2.5 Collection of Accounts, Proceeds of Collateral. To expedite
collection, Borrower shall, and shall cause Guarantors to, endeavor in the first
instance to make collection of its Accounts for Agent. All remittances received
by Borrower or any Guarantor on account of Accounts, together with the proceeds
of any other Collateral, shall be held in depository accounts subject to control
agreements in form and substance acceptable to Agent. Agent retains the right at
all times after the occurrence and during the continuance of an Event of Default
to notify Account Debtors that Accounts of Borrower and Guarantors have been
assigned to Agent and to collect such Accounts directly in its own name and to
charge the collection costs and expenses, including attorneys' fees, to
Borrower.

     5.3 Records and Reports of Inventory, Machinery and Equipment. Borrower
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 Exhibit 5.1.1
and Inventory, and Equipment reports concurrently with the delivery of each
Borrowing Base Certificate described in Subsection 7.1.4 or more frequently as
requested


                                      -33-



by Agent, which reports will be in such other format and detail as Agent shall
request and shall include a current list of all locations of Inventory,
Machinery and Equipment of Borrower and Guarantors. Borrower shall conduct a
physical inventory of all container Inventory on premises owned or leased by
Borrower or any of its Subsidiaries no less frequently than monthly and shall
provide to Agent a report based on each such physical inventory promptly
thereafter, together with such supporting information as Agent shall reasonably
request.

     5.4 Administration of Equipment. Borrower 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 Borrower shall, and shall cause Guarantors
to, furnish Agent with a current schedule containing the foregoing information
on at least an annual basis and more often if reasonably requested by Agent.
Promptly after the reasonable request therefore by Agent, Borrower shall deliver
to Agent any and all evidence of ownership, if any, of any Equipment.

     5.5 Appraisals. When reasonably requested by Agent, Borrower shall, and
cause each of its Subsidiaries to, provide the following to Agent, with a copy
to any Lender which requests delivery (which, at Borrower'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
Borrower and Guarantors by category and by item (in detail) and report the then
appraised value (at the lower of cost or orderly liquidation 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 (at the
lower of cost or orderly liquidation value) of such Equipment. In addition, when
requested by Agent after consultation with Borrower regarding the scope and cost
of any such appraisal, Borrower shall, at Borrower's expense, allow Agent to
engage an Appraiser with respect to the Collateral, shall provide Agent and such
Appraiser reasonable access to the Collateral and shall cooperate with Agent and
such Appraiser with respect to the foregoing. Unless (a) a Default, an Event of
Default or a Liquidity Event has occurred and is continuing or (b) Borrower
otherwise agrees, (i) the appraisals respecting Inventory held for lease or sale
shall be requested at least once, but not more than once, during any twelve
month period, other than appraisals of such Inventory in connection with a
Permitted Acquisition as required by this Agreement and (ii) at the option of
Agent, such appraisals may be done on either a desktop or physical inspection
basis.

     5.6 Field Examinations. Agent shall conduct a field examination once per
year and may, at its discretion, conduct a second field examination each year,
and, if an Event of Default or a Liquidity Event exists, more frequently at
Agent's discretion, and in connection therewith, Borrower shall provide Agent
and field examiner reasonable access to the books and records and the Collateral
and shall cooperate with Agent and such Appraiser with respect to the foregoing.


                                      -34-



                    SECTION 6. REPRESENTATIONS AND WARRANTIES

     6.1 General Representations and Warranties. To induce Agent and each Lender
to enter into this Agreement and to make advances hereunder, Borrower warrants,
represents and covenants to Agent and each Lender that:

          6.1.1 Organization and Qualification. Borrower is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. Each of Borrower's Subsidiaries is a corporation, limited partnership
or limited liability company duly organized, validly existing and (to the extent
relevant) in good standing under the laws of the jurisdiction of its
incorporation or organization. Each of Borrower and each of its Subsidiaries is
duly qualified and is authorized to do business and is in good standing as a
limited liability company, limited partnership or corporation, as applicable, in
each state or jurisdiction listed on Exhibit 6.1.1 hereto and in all other
states and jurisdictions in which the failure of Borrower or any of its
Subsidiaries to be so qualified would reasonably be expected to have a Material
Adverse Effect.

          6.1.2 Power and Authority. Borrower and each other Credit Party is
duly authorized, has the capacity and is empowered to enter into, execute,
deliver and perform this Agreement and each of the other Loan Documents to which
it is a party. The execution, delivery and performance of this Agreement and
each of the other Loan 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 Borrower or any of the shareholders,
partners or members, as the case may be, of any other Credit Party; (ii)
contravene Borrower'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 Borrower
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 Borrower 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 Borrower
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 Borrower or any other Credit
Party.

          6.1.3 Legally Enforceable Agreement. This Agreement is, and each of
the other Loan Documents when delivered under this Agreement will be, a legal,
valid and binding obligation of each of Borrower 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.

          6.1.4 Capital Structure. Exhibit 6.1.4 hereto states, as of the date
hereof, (i) the correct name of each of the Subsidiaries of Borrower, its
jurisdiction of incorporation or organization and the percentage of its Voting
Stock owned by Borrower or a Subsidiary of Borrower, (ii) the name of each of
Borrower'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


                                      -35-



outstanding Securities of Borrower and the number, nature and holder of
Securities of each other Credit Party and (iv) the number of issued and treasury
Securities of Borrower. Borrower 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 Borrower's direct or indirect Subsidiaries. Except
as set forth on Exhibit 6.1.4, as of the date hereof, there are no outstanding
agreements or instruments binding upon any of Borrower's or any other Credit
Party's partners, members or shareholders, as the case may be, relating to the
ownership of its Securities.

          6.1.5 Names. Neither Borrower nor any other Credit Party has been
known as or has used any legal, fictitious or trade names except those listed on
Exhibit 6.1.5 hereto as such Exhibit may be amended in connection with a
Permitted Acquisition. Except as set forth on Exhibit 6.1.5 or in connection
with an Acquisition permitted hereunder consummated after the date hereof,
neither Borrower 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. Borrower's and each other Credit Party's respective states of
incorporation or organization, Type of Organization and Organizational I.D.
Number are set forth on Exhibits 6.1.4 and 6.1.5, as such Exhibits may be
amended in connection with a Permitted Acquisition. The respective exact legal
names of Borrower and each other Credit Party are set forth on Exhibit 6.1.5, as
such Exhibit may be amended in connection with a Permitted Acquisition.

          6.1.6 Business Locations; Agent for Process. Each of Borrower's and
each other Credit Party's chief executive office and other places of business
are as listed on Exhibit 5.1.1 hereto, as updated from time to time by Borrower.
During the preceding one-year period, neither Borrower nor any other Credit
Party has had an office or place of business other than as listed on Exhibit
5.1.1. All tangible Collateral is and will at all times be kept by Borrower and
each other Credit Party in accordance with Subsection 5.1.1. Except as shown on
Exhibit 5.1.1, 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.

          6.1.7 Title to Properties; Priority of Liens. Borrower and each other
Credit Party has good, indefeasible and marketable title to and fee simple
ownership of, or valid and subsisting leasehold interests in, all of its 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. Borrower and
each other Credit Party has paid or discharged all lawful claims which, if
unpaid, might become a Lien against any of Borrower's or such Credit Party's
Properties that is not a Permitted Lien. The Liens granted to Agent under
Section 4 hereof and under the Security Documents are first priority Liens,
subject only to Permitted Liens.

          6.1.8 Accounts. Agent may rely, in determining which Accounts are
Eligible Accounts, on all statements and representations made by Borrower with
respect to any Account or Accounts of Borrower 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:


                                      -36-



                    (i) It is genuine and in all respects what it purports to
          be, and it is not evidenced by a judgment;

                    (ii) It arises out of a completed, bona fide sale and
          delivery of goods or rendition of services by Borrower 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 Borrower or the applicable Credit Party and the
          Account Debtor and the Account Debtor is not an Affiliate of Borrower
          or any other Credit Party;

                    (iii) It is for a liquidated amount maturing as stated in
          the duplicate invoice covering such sale or rendition of services;

                    (iv) 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;

                    (v) To Borrower'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

                    (vi) To Borrower'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).

          6.1.9 Equipment. The Equipment of Borrower and each other Credit Party
is in good operating condition and repair.

          6.1.10 Financial Statements; Fiscal Year. The Consolidated balance
sheets of Borrower and its Subsidiaries (including the accounts of all
Subsidiaries of Borrower and their respective Subsidiaries for the respective
periods during which a Subsidiary relationship existed) as of December 31, 2004
and as of September 30, 2005 and the related statements of income and cash flows
for the periods ended on such dates, except for the absence of footnote
disclosures and normal year-end adjustments in the September 30, 2005 financial
statements, have been prepared in accordance with GAAP, and present fairly in
all material respects the financial position of Borrower and such Persons, taken
as a whole, at such dates and the results of Borrower's and such Persons'
operations, taken as a whole, for such periods. As of the date hereof, since
December 31, 2004, there has been no material adverse change in the financial
condition, business, prospects, operations, results of operations, assets or
liabilities of Borrower and such other Persons, taken as a whole, as reflected
in the Consolidated balance sheet as of such date. As of the date hereof, the
fiscal year of Borrower and each such Persons ends on December 31 of each year.


                                      -37-



          6.1.11 Full Disclosure. The financial statements referred to in
Subsection 6.1.10 hereof do not, nor does this Agreement or any other written
statement of Borrower to 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 Borrower has failed to
disclose to Agent or any Lender in writing which would reasonably be expected to
have a Material Adverse Effect.

          6.1.12 Solvent Financial Condition. Each of Borrower and each other
Credit Party, is now and, after giving effect to the Loans to be made and the
Letters of Credit and LC Guaranties to be issued hereunder and all related
transactions, will be, Solvent.

          6.1.13 Surety Obligations. Except as set forth on Exhibit 6.1.13, as
of the date hereof, neither Borrower 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.

          6.1.14 Identification Numbers; Taxes. Borrower's federal tax
identification number is 86-0748362. The federal tax identification number of
each Subsidiary of Borrower is shown on Exhibit 6.1.14 hereto, as updated from
time to time. Borrower and each of its Subsidiaries has filed all federal, state
and local tax returns and other reports relating to taxes it is required by law
to file, except where the failure to so file would not reasonably be expected to
have a Material Adverse Effect, and has paid, or made provision for the payment
of, all taxes, assessments, fees, levies and other governmental charges upon it,
its income and Properties as and when such taxes, assessments, fees, levies and
charges are due and payable, unless and to the extent any thereof are being
diligently contested in good faith and by appropriate proceedings and Borrower
and each of its Subsidiaries maintains reasonable reserves on its books
therefor. The provision for taxes on the books of Borrower and its Subsidiaries
is adequate for all years not closed by applicable statutes, and for the current
fiscal year.

          6.1.15 Brokers. Except as shown on Exhibit 6.1.15 hereto or in the Fee
Letter, there are no claims for brokerage commissions, finder's fees or
investment banking fees in connection with the transactions contemplated by this
Agreement.

          6.1.16 Patents, Trademarks, Copyrights and Licenses. Borrower and each
other Credit Party owns, possesses or licenses or has the right to use all the
patents, trademarks, service marks, trade names, copyrights, licenses and other
Intellectual Property necessary for the present and planned future conduct of
its business without any known conflict with the rights of others, except for
such conflicts as would not reasonably be expected to have a Material Adverse
Effect. All such patents, trademarks, service marks, trade names, copyrights,
licenses, and Intellectual Property are listed on Exhibit 6.1.16 hereto. No
claim has been asserted to Borrower or any other Credit Party which is currently
pending that their use of their Intellectual Property or the conduct of their
business does or may infringe upon the Intellectual Property rights of any third
party. To the knowledge of Borrower and except as set forth on Exhibit 6.1.16
hereto, as of the date hereof, no Person is engaging in any activity that
infringes in any material respect upon Borrower's or any of its Subsidiaries'
material Intellectual Property. Except as set forth on Exhibit 6.1.16, each of
Borrower's and each other Credit Party's (i) material trademarks, service marks,
and copyrights are registered with the U.S. Patent and Trademark Office, or in
the U.S.


                                      -38-



Copyright Office, as applicable and (ii) material license agreements and similar
arrangements relating to its Inventory (1) permits, and does not restrict, the
assignment by Borrower or any other Credit Party to Agent, or any other Person
designated by Agent, of all of Borrower's or such Credit Party's, as applicable,
rights, title and interest pertaining to such license agreement or such similar
arrangement and (2) would permit the continued use by Borrower or such Credit
Party, or Agent or its assignee, of such license agreement or such similar
arrangement and the right to sell Inventory subject to such license agreement
for a period of no less than 6 months after a default or breach of such
agreement or arrangement. The consummation and performance of the transactions
and actions contemplated by this Agreement and the other Loan Documents,
including without limitation, the exercise by Agent of any of its rights or
remedies under Section 10, will not result in the termination or impairment of
any of Borrower's or any Guarantors' ownership or rights relating to its
Intellectual Property, except for such Intellectual Property rights the loss or
impairment of which would not reasonably be expected to have a Material Adverse
Effect. Except as listed on Exhibit 6.1.16 and except as would not reasonably be
expected to have a Material Adverse Effect, (i) neither Borrower nor any other
Credit Party is in breach of, or default under, any term of any license or
sublicense with respect to any of its Intellectual Property and (ii) to the
knowledge of Borrower, no other party to such license or sublicense is in breach
thereof or default thereunder, and such license is valid and enforceable.

          6.1.17 Governmental Consents. Borrower and each of its Subsidiaries
has, and is in good standing 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.

          6.1.18 Compliance with Laws. Borrower 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 and other laws, rules and regulations
applicable to Borrower 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 Borrower or any of its Subsidiaries under any such law,
rule or regulation. Borrower 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 and other rules, laws
and regulations applicable to it. No Inventory has been produced by Borrower or
any of its Subsidiaries in violation of the Fair Labor Standards Act (29 U.S.C.
Section 201 et seq.), as amended.

          6.1.19 Restrictions. Neither Borrower 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 Exhibit 6.1.19 hereto,
none of which prohibit the execution of or compliance with this Agreement or the
other Loan Documents by Borrower or any other Credit Party, as applicable.
Except as permitted in the Loan 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.


                                      -39-



          6.1.20 Litigation. Except as set forth on Exhibit 6.1.20 hereto, there
are no actions, suits, proceedings or investigations pending, or to the
knowledge of Borrower, threatened, against or involving Borrower or any of its
Subsidiaries, or the business, operations, Properties, prospects, profits or
condition of Borrower or any of its Subsidiaries which, singly or in the
aggregate, would reasonably be expected to have a Material Adverse Effect.
Neither Borrower 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.

          6.1.21 No Defaults. No event has occurred and no condition exists
which would, upon or after the execution and delivery of this Agreement or
Borrower's performance hereunder, constitute a Default or an Event of Default.
Neither Borrower 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 for Funded Debt in excess of the lesser of
US$2,500,000 or that amount which would have a Material Adverse Effect. All
Obligations are permitted under the Senior Note Indenture and the other Senior
Note Documents.

          6.1.22 Leases. Exhibit 6.1.22 hereto is a complete listing of all
capitalized and operating personal property leases of Borrower and the other
Credit Parties and all real property leases of Borrower and the other Credit
Parties. Borrower 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.

          6.1.23 Pension Plans. Except as disclosed on Exhibit 6.1.23 hereto,
neither Borrower nor any of its Subsidiaries has any Plan. Borrower and each of
its Subsidiaries is in compliance with the requirements of ERISA and the
regulations promulgated thereunder with respect to each Plan, except where the
failure to so comply would not reasonably be expected to have a Material Adverse
Effect. No fact or situation that would reasonably be expected to result in a
material adverse change in the financial condition of Borrower and its
Subsidiaries exists in connection with any Plan. Neither Borrower nor any of its
Subsidiaries has any material withdrawal liability in connection with a
Multiemployer Plan.

          6.1.24 Trade Relations. Except as set forth on Exhibit 6.1.24, there
exists no actual or, to Borrower's knowledge, threatened termination,
cancellation or limitation of, or any modification or change in, the business
relationship between Borrower 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 Borrower 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
Borrower 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.


                                      -40-



          6.1.25 Labor Relations. Except as described on Exhibit 6.1.25 hereto,
as of the date hereof, neither Borrower nor any of its Subsidiaries is a party
to any collective bargaining agreement covering any material number of
employees. There are no material grievances, disputes or controversies with any
union or any other organization of Borrower's or any of its Subsidiaries'
employees, or threats of strikes, work stoppages or any asserted pending demands
for collective bargaining by any union or organization, except those that would
not reasonably be expected to have a Material Adverse Effect.

          6.1.26 Margin Regulations. Neither Borrower nor any Subsidiary is
generally engaged in the business of purchasing or selling "margin stock" (as
defined in Regulation U of the Board of Governors of the Federal Reserve
System), or extending credit for the purpose of purchasing or carrying "margin
stock". Less than 15% of the assets of Borrower constitute "margin stock." To
the extent that Borrower uses Loan proceeds to acquire shares of its own
Securities, Borrower intends to cause such acquired shares to be cancelled or
maintained as treasury stock by Borrower.

          6.1.27 Anti-Terrorism Laws. Borrower 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").

          6.1.28 UK Financial Assistance. Neither the execution, delivery and
performance of this Agreement and each of the other Loan Documents and Senior
Note Documents to which it is a party nor the incurrence of any obligations or
liabilities (actual or contingent) thereunder by Borrower or any of the UK
Guarantors 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).

     6.2 Continuous Nature of Representations and Warranties. Each
representation and warranty contained in this Agreement and the other Loan
Documents shall be continuous in nature and shall remain accurate, complete in
all material respects and not misleading at all times during the term of this
Agreement (on each day as if made on and as of such date, except to the extent
that any representation and warranty is made only as of a specified date, in
which case it shall have been true and correct as of such date), except for
changes in the nature of Borrower's or one of Borrower's Subsidiary's business
or operations that would render the information in any exhibit attached hereto
or to any other Loan Document either inaccurate, incomplete or misleading, so
long as Majority Lenders have consented to such changes or such changes are
expressly permitted by this Agreement.

     6.3 Survival of Representations and Warranties. All representations and
warranties of Borrower or any other Credit Party contained in this Agreement or
any of the other Loan Documents shall survive the execution, delivery and
acceptance thereof by Agent and each Lender and the parties thereto and the
closing of the transactions described therein or related thereto.


                                      -41-



                 SECTION 7. COVENANTS AND CONTINUING AGREEMENTS

     7.1 Affirmative Covenants. During the Term, and thereafter for so long as
there are any Obligations outstanding, Borrower covenants that, unless otherwise
consented to by Majority Lenders, in writing, it shall:

          7.1.1 Visits and Inspections; Lender Meeting. Permit representatives
of Agent, and during the continuation of any Liquidity Event, Default or Event
of Default any Lender, from time to time, as often as may be reasonably
requested, but only during normal business hours, to visit and inspect the
Properties of Borrower 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, Borrower's
and each of its Subsidiaries' business, assets, liabilities, financial
condition, business prospects and results of operations. 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 then exists, shall give
Borrower reasonable prior notice of any such inspection or audit. Without
limiting the foregoing, Borrower 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 Majority Lenders), which
meeting(s) shall be held at such times and such places as may be reasonably
requested by Agent.

          7.1.2 Notices.

          (a) Promptly notify Agent in writing of the occurrence of any event or
the existence of any fact that, in either case, is known to Borrower, which
renders any representation or warranty in this Agreement or any of the other
Loan Documents inaccurate, incomplete or misleading in any material respect as
of the date made or remade. In addition, Borrower agrees to provide Agent with
(i) 10 Business Days' prior written notice of (1) any change in the legal name
of Borrower or any other Credit Party, (2) the adoption by Borrower or any other
Credit Party of any new fictitious name or trade name and (3) any change in the
chief executive office of Borrower or any other Credit Party, and (ii) prompt
written notice of any change in the information disclosed in any Exhibit hereto,
in each case after giving effect to the materiality limits and Material Adverse
Effect qualifications contained therein.

          (b) Promptly, and in any event within ten (10) Business Days after the
Borrower or any of its Subsidiaries becomes aware that a Reportable Event
involving a claim against, or possible liability of, the Borrower of at least
US$1,000,000 has occurred, a written statement of the chief financial officer of
the Borrower describing such Reportable Event and any action that is being
taking with respect thereto by the Borrower or any such Subsidiary, and any
action taken or threatened by the Internal Revenue Service, Department of Labor
or Pension Benefit Guaranty Corporation.

          (c) Promptly, and in any event within ten (10) Business Days after
receipt by the Borrower or any of its Subsidiaries of any notice, complaint or
order alleging actual or prospective violation of any Applicable Law with
respect to environmental, health or safety by


                                      -42-



the Borrower or any of its Subsidiaries or alleging responsibility of the
Borrower or any of its Subsidiaries for costs of a cleanup in an amount in
excess of US$2,500,000, together with a copy of such notice, complaint, or order
and a written statement describing any action being taken with respect thereto
by the Borrower or any such Subsidiary.

          7.1.3 Financial Statements. Keep, and cause each of its Subsidiaries
to keep, adequate records and books of account with respect to its business
activities in which proper entries are made in accordance with customary
accounting practices reflecting all its financial transactions; and cause to be
prepared and furnished to Agent and each Lender, the following, all to be
prepared in accordance with GAAP applied on a consistent basis, unless
Borrower's certified public accountants concur in any change therein and such
change is disclosed to Agent and is consistent with GAAP:

          (i) as soon as available, but not later than 90 days after the close
of each fiscal year of Borrower, 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 Borrower 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
Borrower but reasonably acceptable to Agent, together with unaudited
consolidating balance sheets, income statements and statements of cash flows
and, within a reasonable time thereafter a copy of any management letter issued
in connection therewith;

          (ii) as soon as available, but not later than 30 days after the end of
each month hereafter, including the last month of Borrower's fiscal year,
unaudited interim financial statements (including, but not limited to, balance
sheet, income statement and statement of cash flows) of Borrower 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 Borrower as prepared in accordance
with GAAP and fairly presenting in all material respects the financial position
and results of operations of Borrower 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 Agent's request, unaudited
interim financial statements on a consolidating basis, in a form consistent with
Borrower's historical practices of preparation of consolidating financial
statements;

          (iii) as soon as available, but not later than 45 days after the end
of each fiscal quarter of Borrower, including the last quarter of Borrower's
fiscal year, unaudited quarterly financial statements (including, but not
limited to, balance sheet, income statement and statement of cash flows) of
Borrower 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 Borrower as prepared in accordance with GAAP and fairly
presenting in all material respects the financial position and results of
operations of Borrower 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 Agent's request, unaudited interim
financial statements on a consolidating basis, in a form consistent with
Borrower's historical practices of preparation of consolidating financial
statements;


                                      -43-



          (iv) together with each delivery of financial statements pursuant to
clauses (i) and (iii) of this Subsection 7.1.3, a management report (1) setting
forth in comparative form the corresponding figures for the corresponding
periods of the previous fiscal year and the corresponding figures from the most
recent Projections for the current fiscal year delivered pursuant to Subsection
7.1.7 and (2) identifying the reasons for any significant variations. The
information above shall be presented in reasonable detail and shall be certified
by the chief financial officer or principal accounting officer of Borrower to
the effect that such information fairly presents in all material respects the
results of operations and financial condition of Borrower and its Subsidiaries
as at the dates and for the periods indicated;

          (v) promptly after the sending or filing thereof, as the case may be,
copies of Borrower's Forms 10-Q and 10-K and any proxy statements or financial
statements which Borrower has made available to its Securities holders and
copies of any regular, periodic and special reports or registration statements
which Borrower or any of its Subsidiaries files with the Securities and Exchange
Commission or any governmental authority which may be substituted therefore, or
any national securities exchange;

          (vi) upon request of Agent, copies of any annual report to be filed
with ERISA in connection with each Plan; and

          (vii) such other data and information (financial and otherwise) as
Agent or any Lender, from time to time, may reasonably request, bearing upon or
related to the Collateral or Borrower's or any of its Subsidiaries' financial
condition or results of operations.

          Concurrently with the delivery of the financial statements described
in paragraph (i) of this Subsection 7.1.3, Borrower shall forward to Agent a
copy of the accountants' letter to Borrower's management that is prepared in
connection with such financial statements. Concurrently with the delivery of the
financial statements described in paragraph (i) and (iii) of this Subsection
7.1.3, or more frequently if reasonably requested by Agent, Borrower shall cause
to be prepared and furnished to Agent a Compliance Certificate in the form of
Exhibit 7.1.3 hereto executed by the Chief Financial Officer or principal
accounting officer of Borrower. To the extent any deliverable described in
Subsection 7.1.3 (i), (iii) or (iv) is contained in a 10-Q or 10-K which is
delivered to the Agent and each Lender pursuant to Subsection 7.1.3(v), the
Borrower's obligation to deliver such item shall be deemed satisfied.

          7.1.4 Borrowing Base Certificates. On or before the 15th calendar day
of each month and at any other time requested by Agent or Majority Lenders from
and after the date hereof, deliver to Agent and, at the request of any Lender,
to such Lender a Borrowing Base Certificate as of the last day of the
immediately preceding month (or as of such other date as Agent may reasonably
request), with such supporting materials as Agent shall reasonably request.

          7.1.5 Landlord, Processor and Storage Agreements. Provide Agent on
request with copies of all agreements between Borrower 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.


                                      -44-



          7.1.6 Credit Party Financial Statements. Deliver or cause to be
delivered to Agent financial statements, if any, for each other Credit Party (to
the extent not consolidated or combined with the financial statements delivered
to Agent under Subsection 7.1.3) in form and substance satisfactory to Agent at
such intervals and covering such time periods as Agent may request.

          7.1.7 Projections. No later than 30 days after the end of each fiscal
year of Borrower deliver to Agent Projections of Borrower 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 Availability and calculations of projected covenant
compliance other than compliance with Section 7.3.3 (Minimum Utilization) set
forth in Exhibit 7.3).

          7.1.8 Subsidiaries.

          (a) Cause each Domestic Subsidiary of Borrower, whether now or
hereafter in existence, promptly upon Agent's request therefore, to execute and
deliver to Agent a Guaranty Agreement and a security agreement pursuant to which
such Subsidiary guaranties the payment of all Obligations and grants to Agent
for the benefit of Lenders a first priority Lien (subject only to Permitted
Liens) on all of its Properties of the types described in Section 4.1. In
addition, Borrower shall, and shall cause each Domestic Subsidiary to execute
and deliver to Agent a Guaranty Agreement and (if not heretofore delivered) a
security agreement pursuant to which Borrower and each such Subsidiary
guaranties the payment of all Obligations of UK Borrower and grants to Agent for
the benefit of Lenders a first priority Lien (subject only to Permitted Liens)
on all of its Properties of the types described in Section 4.1 to secure such
Guaranty Agreement. Additionally, Borrower and each Domestic Subsidiary shall
execute and deliver to Agent a Pledge Agreement (or an amendment thereto)
pursuant to which Borrower or such Domestic Subsidiary grants to Agent for the
benefit of the Lenders a first priority Lien (subject only to Permitted Liens)
with respect to all of the issued and outstanding Securities of each such
Subsidiary.

          (b) Cause each UK Subsidiary, whether now or hereafter in existence,
promptly upon Agent's request therefore, to execute and deliver to Agent the UK
Security Documents pursuant to which such Subsidiary guaranties the payment of
all UK Obligations and grants to Agent for the benefit of Lenders a first
priority Lien (subject only to Permitted Liens) on all or substantially all of
its Properties, including, without limitation all of the issued and outstanding
Securities of any other Person held by such UK Subsidiary.

          7.1.9 Deposit and Brokerage Accounts. For each deposit account or
brokerage account that Borrower or any other Credit Party at any time opens or
maintains, Borrower shall, at Agent's request and option, pursuant to an
agreement in form and substance satisfactory to Agent, cause the depository bank
or securities intermediary, as applicable, to agree to comply at any time with
instructions from 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 Borrower or such
other Credit Party, at any time after the occurrence of a Liquidity Event, a
Default or an Event of Default.


                                      -45-



          7.1.10 Maintenance of Equipment. 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. Borrower will not, and will not
allow any other Credit Party to, permit any Equipment to become affixed to any
real Property leased to Borrower 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 Agent, and Borrower
will not permit, nor will it allow any other Credit Party to permit, any of the
Equipment of Borrower 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 Agent.

          7.1.11 Environmental Reports. Prior to inclusion of any Specified Real
Property in the US Borrowing Base, provide Agent with environmental reports, in
form and substance satisfactory to Agent and Majority Lenders and from a firm
satisfactory to Agent, relating to the properties owned by Borrower or any of
its Subsidiaries.

          7.1.12 Qualifying Derivative Obligations. Prior to or concurrently
with Borrower 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 Agent or any Affiliate of Agent), Borrower
shall provide, or shall cause such Lender or such Affiliate to provide, written
notice to Agent specifying, in a manner reasonably acceptable to 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 Agent.

     7.2 Negative Covenants. During the Term, and thereafter for so long as
there are any Obligations outstanding, Borrower covenants that, unless otherwise
consented to by Majority Lenders, in writing:

          7.2.1 Capital Expenditures. Borrower and its Subsidiaries shall not
make payments for Capital Expenditures (net of sales of Eligible Container Fleet
Inventory) in excess of US$150,000,000 in any fiscal year; provided, that as
long as no Event of Default shall have occurred and be continuing, Borrower 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 Subsection 7.2.1 shall be increased by an amount equal to
three hundred percent (300%) of the net cash proceeds received by Borrower from
any sale of equity Securities of Borrower 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. Borrower
and its Subsidiaries shall not make any Capital Expenditures that are not
directly related to the business conducted on the Restatement Date by Borrower
and its Subsidiaries.


                                      -46-



          7.2.2 Additional Indebtedness. Neither Borrower nor any of its
Subsidiaries shall directly or indirectly incur, create, assume or suffer to
exist any Indebtedness other than:

          (a) Indebtedness under the Loan 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 Exhibit 7.2.2, 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 or respecting Equipment the title to or leasehold
interest in which is acquired after the Restatement Date, not to exceed
US$5,000,000 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) Indebtedness consisting of loans or advances by Borrower to a
Guarantor or by a Guarantor to Borrower or another Guarantor; provided that all
such loans and advances are evidenced by a promissory note, which is pledged to
Agent;

          (f) the Senior Notes;

          (g) Indebtedness (other than Indebtedness under this Agreement)
incurred to finance insurance premiums, not to exceed US$5,000,000 in any fiscal
year;

          (h) unsecured Indebtedness which matures no earlier than six (6)
months after the end of the Term, and (i) Borrower was in compliance with the
financial covenant set forth on Exhibit 7.3.2 (Debt Ratio) calculated on a pro
forma basis (whether or not then tested) immediately after giving effect to the
incurrence of such Indebtedness, (ii) 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 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 US$25,000,000 so long as no Default or Event of Default has occurred and
is continuing or would be created thereby and such Indebtedness is not
prohibited by the Senior Note Documents;

          (j) Indebtedness which is secured by a Lien junior to the Lien granted
to Agent for the benefit of the Lenders hereunder, and (i) which matures no
earlier than six (6) months after the end of the Term, (ii) Borrower was in
compliance with the financial covenant


                                      -47-



set forth on Exhibit 7.3.2 (Debt Ratio) calculated on a pro forma basis (whether
or not then tested) 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 Agent, (iv)
immediately after giving effect to such Indebtedness and any contemporaneous use
of the proceeds thereof, no Default or Event of Default has occurred or would be
created thereby, and (v) such Indebtedness is not prohibited by the Senior Notes
Documents;

          (k) Indebtedness which is secured by a first or second priority Lien
on the assets of the Borrower or a Guarantor, in an aggregate principal amount
not to exceed US$5,000,000 so long as (i) no Default or Event of Default has
occurred and is continuing or would be created thereby, (ii) such Indebtedness
is not prohibited by the Senior Note Documents and (iii) the creditors with
respect to such Indebtedness enter into an intercreditor agreement in form and
substance satisfactory to Agent; and

          (l) Capitalized Lease Obligations respecting 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 7.2.5(v))
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.

          7.2.3 Liens. Neither Borrower nor any of its Subsidiaries shall
directly or indirectly create, incur, assume, or suffer to exist any Lien on any
of its property now owned or hereafter acquired except:

          (a) Liens granted to Agent for the benefit of the Lenders under the
Security Documents to secure the Obligations;

          (b) Liens listed on Exhibit 7.2.3;

          (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 arising by operation of law for
amounts that are not yet due and payable or which are being diligently contested
in good faith by Borrower or a Guarantor, and for which adequate reserves are
maintained by Borrower for their payment;

          (f) Attachment or judgment Liens not to exceed an aggregate of
US$1,000,000 excluding in each case amounts (i) bonded to the reasonable
satisfaction of Agent or (ii) covered by insurance to the reasonable
satisfaction of Agent;


                                      -48-



          (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 US$3,000,000;

          (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 US$2,000,000;

          (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 Borrower or any of its Subsidiaries;

          (j) Liens securing Indebtedness described in Subsection 7.2.2(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 Subsection 7.2.2(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; and

          (m) Liens securing Capitalized Lease Obligations permitted pursuant to
Subsection 7.2.2(l).

          7.2.4 Contingent Obligations. Neither Borrower 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 Subsection 7.2.2
hereof.

          7.2.5 Sale of Assets. Borrower shall not, and shall not permit any of
its Subsidiaries to, directly or indirectly, sell, lease, assign, transfer or
otherwise dispose of any assets 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 US$2,000,000 in the aggregate during
any fiscal year, (iii) obsolete or worn out property disposed of in the ordinary
course of business, (iv) dispositions of assets not otherwise addressed by this
Subsection 7.2.5 with an aggregate fair market value not in excess of
US$2,000,000 in any fiscal year, (v) so long as no Default or Event of Default
has occurred and is continuing, to the extent permitted by the Senior Note
Indenture, sales of container Inventory held for lease for the purpose of
securitization or like off-balance sheet financing, provided that the orderly
liquidation value of such container Inventory sold during the Term of this
Agreement shall not exceed US$50,000,000; (vi) transfers of Inventory and
Equipment from Borrower to a Credit Party, or from one Credit Party to another
Credit Party or to Borrower, and (vii) sales of Trailers acquired in Permitted
Acquisitions or owned by Borrower or a Credit Party on the date hereof; provided
that, with respect to clauses (ii), (iii), (iv), (v), and (vii), (a) such
dispositions are for fair value,


                                      -49-



(b) the aggregate consideration is paid in full in cash at the time of
disposition and is either reinvested in the business of Borrower or its
Subsidiaries (subject to the limitations of this Agreement) or used to repay
Revolving Credit Loans in accordance with Section 3.3.3 and (viii) sales of
Equipment which Borrower or a Credit Party will lease back under a capital lease
permitted under Subsection 7.2.2(d) or an operating lease permitted under
Subsection 7.2.13.

          7.2.6 Restricted Payments. Borrower 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 Borrower) 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 Borrower 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 Borrower or any of its Subsidiaries (each of the foregoing,
a "Restricted Payment"); provided, (i) any Subsidiary may declare and pay
dividends or distributions to Borrower or any other Subsidiary of Borrower which
is a Credit Party; (ii) Borrower may purchase on the open market Securities
consisting of its common stock for an aggregate amount not to exceed
US$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 Borrower has
Availability of at least US$30,000,000, (C) all shares of such Securities so
purchased are thereafter immediately cancelled or shall have the status of
treasury stock of Borrower and (D) if the Restricted Payment under this clause
(ii) 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 Borrower may make any
Restricted Payment in compliance with this Subsection 7.2.6(a)(ii); and (iii)
Borrower 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

          (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 Indebtedness pursuant to this Agreement) or of any
Mandatory Redeemable Obligation; provided that (i) any Subsidiary may make
payments on account of Indebtedness owing to Borrower or any other Subsidiary,
(ii) on or prior to July 1, 2006, Borrower may repurchase or redeem up to 35% of
the aggregate principal amount of the Senior Notes outstanding on the
Restatement Date and pay accrued interest and premium thereon with the proceeds
of the issuance of Borrower's Securities in an "Equity Offering" under and as
defined in the Senior Note Indenture if, both before and after giving effect to
such repurchase or redemption, (x) no Default or Event of Default exists and (y)
Borrower has Availability of at least US$35,000,000; (iii) on or before December
31, 2006, Borrower may terminate Derivative Obligations outstanding and pay the
costs of such termination, (iv) Borrower and its Subsidiaries may make scheduled
principal and interest payments on Indebtedness permitted under Subsections
7.2.2(a), (b), (c), (d), (g), (h), (i), (j) and (k) and scheduled interest
payments on the Senior Notes and (v) Borrower may prepay, repurchase or redeem
any Indebtedness if (A) the average Availability over the 90 days prior to such
transaction is greater than US$50,000,000; (B) the Availability calculated on a
pro forma


                                      -50-



basis before and after giving effect to such payment shall be greater than
US$50,000,000; (C) after giving effect to such payment and any Indebtedness
incurred, Borrower shall be in compliance with the financial covenants set forth
on Exhibit 7.3.1 (Fixed Charge Coverage Ratio), Exhibit 7.3.2 (Debt Ratio) and
Exhibit 7.3.3 (Minimum Utilization) hereof, each calculated on a pro forma basis
(whether or not Section 7.3 hereof would then require compliance with such
covenant) for the most recently ended fiscal quarter for which the financial
statements in Section 7.1.3(iii) have been delivered to Agent; not later than
three Business Days prior to making such Restricted Payment Agent shall receive
(a) a certificate of Borrower with supporting detail acceptable Agent to the
effect that on the date on which such prepayment, repurchase or redemption is
consummated, Borrower has satisfied the requirements of clauses (A), (B) and
(C), and (b) financial projections demonstrating that during the six month
period following the making of such Restricted Payment, Availability shall not
be less then US$50,000,000; and (D), no Default or Event of Default has occurred
and its continuing or would be created thereby.

          7.2.7 Investments. Borrower 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 Borrower, 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 US$100,000
outstanding at any one time to any one Person and US$500,000 in the aggregate
outstanding at any one time;

          (b) loans, investments and advances between Borrower and Guarantors
permitted under this Agreement;

          (c) Cash Equivalents;

          (d) Permitted Acquisitions;

          (e) Deposits with financial institutions, disclosed on Exhibit 7.2.7,
and which are insured by the Federal Deposit Insurance Corporation ("FDIC") or a
similar federal insurance program; provided, however, that Borrower 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 Majority Lenders may approve in writing
in their sole discretion.

          7.2.8 Affiliate Transactions. Borrower 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 Borrower,
except (a) the transactions in existence on the Restatement Date as described on
Exhibit 7.2.8, (b) transactions between or among Borrower and its wholly-owned
Subsidiaries which are Credit Parties and (c) transactions in the ordinary
course of and pursuant to the reasonable requirements of Borrower's or such
Subsidiary's or Affiliate's


                                      -51-



business, as the case may be, and upon fair and reasonable terms no less
favorable to Borrower or such Subsidiary than could be obtained in a comparable
arm's-length transaction with an unaffiliated Person.

          7.2.9 Additional Bank Accounts. Borrower shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, open, maintain or
otherwise have any checking, savings or other accounts at any bank or other
financial institution, or any other account where money is or may be deposited
or maintained with any Person, other than the accounts set forth on Exhibit
7.2.7 and such other accounts as have been previously approved by Agent. All
accounts of the Borrower and its Subsidiaries shall be subject to blocked
account or control agreements in form and substance satisfactory to Agent, other
than such accounts which have an aggregate cash flow during any month of not
more than $50,000.

          7.2.10 Excess Cash. Except upon prior written consent of Agent, at
such time as a Liquidity Event or an Event of Default has occurred and is
continuing, Borrower shall not, and shall not permit its Subsidiaries to,
directly or indirectly, maintain (a) in the aggregate in all U.S. deposit
accounts of Borrower and its Subsidiaries (other than the payroll accounts and
the account with Bank described in Subsection 3.3.5), total cash balances and
Investments permitted by Subsection 7.2.7(c), in excess of an average daily
balance of US$750,000, exclusive of uncollected funds, (calculated monthly) for
any three consecutive months during which any Revolving Credit Loans are
outstanding hereunder and no U.S. disbursement account shall contain more than
US$20,000, and (b) in the aggregate in all Canadian deposit accounts of Borrower
and its Subsidiaries (other than the payroll accounts and the account with Bank
described in Subsection 3.3.5), total cash balances and Investments permitted by
Subsection 7.2.7(c), in excess of an average daily balance of CA$1,000,000,
exclusive of uncollected funds, (calculated monthly) for any three consecutive
months during which any Revolving Credit Loans are outstanding hereunder and no
Canadian disbursement account shall contain more than CA$20,000.

          7.2.11 Additional Negative Pledges. Borrower 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 Agent and the
Lenders) on the creation or existence of any Lien upon the assets of Borrower or
its Subsidiaries or (ii) any contractual obligation which may restrict or
inhibit 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.

          7.2.12 No Subsidiaries. Borrower shall not, directly or indirectly,
form or acquire any new Subsidiaries, except (a) in connection with Permitted
Acquisitions in compliance with Subsection 7.2.14 or the formation of UK
Borrower, and (b) if each of the following conditions is met:

          (i) each new Subsidiary is a wholly-owned Subsidiary of Borrower
created to conduct business in a specific jurisdiction;


                                      -52-



          (ii) both before and after giving effect to the creation of such
Subsidiary and the transfer of any assets from Borrower to such Subsidiary, all
representations and warranties of Borrower and its Subsidiaries contained in any
Loan 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 Borrower and its Subsidiaries shall be Solvent;

          (iii) Borrower shall have delivered to 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 Domestic Subsidiary or UK Subsidiary shall become a
Guarantor, and all new Domestic and UK Subsidiaries shall have executed and
delivered to Agent such Security Documents (or joinders thereto, in form and
substance satisfactory to Agent) and other documents as are necessary (or
advisable in Agent's judgment) under applicable law in order to grant 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 Borrower or the applicable Credit Party shall execute and
deliver an amendment to the Pledge Agreement in form and substance satisfactory
to 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; and

          (v) if required by Agent, Agent shall have received opinions of
counsel, in form and substance satisfactory to it, as to the due execution,
delivery and enforceability of the Loan Documents executed by such new
Subsidiary, together with such evidences of solvency, certificates, Certificates
of Title, and other documents and instruments reasonably requested by Agent.

          7.2.13 Operating Leases, Off-Balance Sheet Financing. Neither Borrower
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 Exhibit 7.2.13, 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 Borrower and its Subsidiaries may incur liabilities in
connection with 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 US$5,000,000 in any fiscal year (exclusive of
Equipment acquired under operating leases executed prior to the Original Closing
Date and listed on Exhibit 7.2.13) (and up to 50% of any amount not incurred in
any fiscal year may be carried over to the next fiscal year).

          7.2.14 Permitted Acquisitions. Borrower shall not, and shall not
permit any of its Subsidiaries to, make an Acquisition unless each of the
following conditions is satisfied:


                                      -53-



          (a) such Acquisition is made by Borrower 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 Borrower and its Subsidiaries contained in any
Loan 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 Agent shall receive a certificate of Borrower 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, Borrower 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 7.3
hereof would then require compliance with such covenant) after giving effect to
such payments and any Indebtedness incurred in connection therewith, and Agent
shall receive a certificate of Borrower to such effect on the date on which such
Acquisition is consummated;

          (f) if a Revolving Credit Loan is to be made in connection with such
Acquisition, Agent shall have received a Notice of Borrowing and, if Borrower
desires to include the assets to be acquired in the US Borrowing Base or the UK
Borrowing Base for such Revolving Credit Loan, a Borrowing Base Certificate; if
the increase in Availability resulting from such Acquisition is greater than
US$20,000,000, then Agent shall have the right to request an appraisal in
connection with such Acquisition;

          (g) As soon as reasonably practicable following consummation of the
Acquisition, Agent shall have received such financing statements, filings,
Certificates of Title and other Security Documents as required (or advisable in
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 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, directly or indirectly, by Borrower;

          (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 Guarantor and all new
Domestic Subsidiaries shall execute and deliver to Agent such Security Documents
as are


                                      -54-



required to be executed by a Guarantor (or joinder agreements in form and
substance satisfactory to Agent) and such other documents as are necessary (or
advisable in Agent's judgment) under applicable law in order to grant 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 Borrower or its Subsidiary, as applicable, shall execute
and deliver an amendment to the Pledge Agreement in form and substance
satisfactory to 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, if Agent in its reasonable discretion requires, Agent shall
have received appraisals, in form and substance satisfactory to Agent, of all
Inventory and Equipment to be included in the Borrowing Base and shall have
completed such review of Accounts and Inventory 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 Borrower and its Subsidiaries immediately prior to the Closing Date
or similar activities related or incidental thereto; and

          (m) in the case of any Acquisition with a purchase price of
US$10,000,000 or more, on or prior to the date of such Acquisition, Agent shall
have received, in form and substance satisfactory to Agent, all acquisition
documents related thereto and certificates, and other documents and instruments
reasonably requested by Agent, which collectively shall confirm, to Agent's
satisfaction that the conditions set forth herein have been satisfied.

          7.2.15 Amendments of Senior Note Documents. Borrower shall not, nor
permit any Subsidiary of Borrower to, amend or modify any Senior Note Document,
other than to add Subsidiaries of Borrower as guarantors thereunder. All
Subsidiaries of Borrower which are guarantors of the Senior Notes shall be
Guarantors.

          7.2.16 Securities of Subsidiaries. Borrower shall not permit any of
its Subsidiaries to issue any additional Securities except director's qualifying
Securities.

          7.2.17 Bill-and-Hold Sales, Etc. Borrower shall not make, or permit
any Subsidiary of Borrower to make, a sale to any customer on a bill-and-hold or
consignment basis.

          7.2.18 Tax Consolidation. Borrower shall not file or consent to the
filing of any consolidated income tax return with any Person other than
Borrower's Subsidiaries.

          7.2.19 Organizational Documents. Borrower shall not agree to, or
suffer to occur, any amendment, supplement or addition to its or any of its
Subsidiaries' charter, articles or certificate of incorporation, certificate of
formation, limited partnership agreement, bylaws, limited liability agreement,
operating agreement or other organizational documents (as the case may be), that
would reasonably be expected to have a Material Adverse Effect.

          7.2.20 Fiscal Year End. Borrower shall not change, or permit any
Subsidiary of Borrower to change, its fiscal year end.


                                      -55-



     7.3 Specific Financial Covenants. During the Term, and thereafter for so
long as there are any Obligations outstanding, Borrower covenants that if a
Liquidity Event has occurred, then as of the end of the most recent fiscal
quarter for which financial statements shall have been required to be delivered
pursuant to Subsection 7.1(i) or (iii) and as of the end of each subsequent
fiscal quarter until a Liquidity Event is not in effect, Borrower shall comply
with all of the financial covenants set forth in Exhibit 7.3 hereto. If GAAP
changes from the basis used in preparing the audited financial statements
delivered to Agent by Borrower on or before the Restatement Date, Borrower will
provide Agent with certificates demonstrating compliance with such financial
covenants and will include, at the election of Borrower or upon the request of
Agent, calculations setting forth the adjustments necessary to demonstrate how
Borrower is in compliance with such financial covenants based upon GAAP as in
effect on the Restatement Date.

                         SECTION 8. CONDITIONS PRECEDENT

     8.1 Conditions Precedent to Effectiveness of this Agreement.
Notwithstanding any other provision of this Agreement or any of the other Loan
Documents, and without affecting in any manner the rights of Agent or any Lender
under the other sections of this Agreement, this Agreement shall not become
effective and no Lender shall be required to make any Loan, nor shall Agent be
required to or issue or procure any Letter of Credit or LC Guaranty unless and
until each of the following conditions has been satisfied and this Agreement has
become effective in accordance with Section 11.7:

          (a) Documentation. Agent shall have received, in form and substance
satisfactory to Agent and its counsel, a duly executed copy of this Agreement,
the Revolving Notes, the Master Assignment Agreement, the Reaffirmations and
amendments to the Mortgages, together with such additional documents,
instruments and certificates as Agent and its counsel shall require in
connection therewith from time to time, all in form and substance satisfactory
to Agent and its counsel.

          (b) No Default; Representations and Warranties. No Default or Event of
Default shall exist and all representation and warranties made by Borrower or
any Guarantor in any Loan Document shall be true and correct on such date as if
made as of such date (except to the extent a representation and warranty was
made only as of a specified date, in which case it shall have been true and
correct as of such date).

          (c) No Litigation. No action, proceeding, investigation, regulation or
legislation shall have been threatened, or instituted or proposed before any
court, arbitrator, governmental agency or legislative body to enjoin, restrain
or prohibit, or to obtain damages in respect of, or which is related to or
arises out of this Agreement or the Senior Notes or the consummation of the
transactions contemplated hereby or thereby, or which could have a Material
Adverse Effect.

          (d) Material Adverse Effect. Since December 31, 2004, there has not
been any material adverse change in the business, assets, financial condition,
income or prospects of Borrower and its Subsidiaries, taken as a whole, and no
event or condition exists which would be reasonably likely to result in any
Material Adverse Effect.


                                      -56-



          (d) Cash Management System; Lockboxes. Borrower and its Subsidiaries
shall have established cash management systems for their respective operations
in accordance with Subsection 5.2.4 and on terms and conditions satisfactory to
Agent.

          (e) Lien Perfection; Title Insurance. Borrower and its Subsidiaries
shall have delivered to Agent such documents as requested by Agent to perfect or
to continue the perfection of the Liens granted to the Existing Agent for the
benefit of the Prior Lenders and evidence that Agent has duly perfected first
priority Liens in the assets of Borrower and its Subsidiaries, subject only to
Permitted Liens. Agent shall have received policies of title insurance or
endorsements thereto satisfactory in form and substance to Agent and its counsel
or commitments therefor, insuring that the Mortgages, as amended, constitute
first priority Liens on the Specified Real Property, subject only to Permitted
Liens.

          (f) Insurance. Agent shall have received and approved evidence of
insurance coverage in amount and scope, and Borrower's insurers shall have
provided endorsements in form and substance satisfactory to Agent naming Agent,
for the benefit of the Lenders, as loss payee for all casualty insurance and
business interruption insurance, with customary lender loss payable
endorsements, and naming Agent as an additional insured with respect to all
other insurance.

          (g) Opinions. Agent shall have received opinions of outside counsel to
Borrower and Guarantors, in form and substance reasonably satisfactory to Agent
and its counsel.

          (h) Existing Loan Agreement. On the Restatement Date, all Revolving
Credit Loans shall have been converted to Base Rate Loans, all amounts owing
under the Existing Loan Agreement to Prior Lenders which are not Lenders
hereunder shall have been paid (including interest, fees and costs required by
Section 3.2.5 of the Existing Loan Agreement), and Borrower shall have paid to
Agent and the Lenders all interest, fees and costs (including those required by
Section 3.2.5 of the Existing Loan Agreement) due under the Existing Loan
Agreement and the Loan Documents.

          (i) Corporate Structure and Management. The corporate and capital
structure (including any agreements among the stockholders of the Borrower), and
the composition of the Board of Directors and senior management of the Borrower
shall be satisfactory to Agent in all respects.

          (j) Approvals and Consents. All governmental, stockholder (including
in relation to the UK Guarantors, unanimous shareholder resolutions) and third
party approvals required in connection with the consummation of the transactions
contemplated by this Agreement, including any consents required under the Senior
Note Documents, shall have been obtained and shall be in full force and effect.

          (k) Financial Statements. Agent and each Arranger shall have received
and be satisfied with each of (i) the unaudited financial statements (including,
but not limited to, balance sheet, income statement and statement of cash flows)
of Borrower and its Subsidiaries as of the fiscal quarter ended September 30,
2005, on a Consolidated basis, (ii) the unaudited interim


                                      -57-



financial statements (including, but not limited to, balance sheet, income
statement and statement of cash flows) of Borrower and its Subsidiaries as of
the end of the most recent month, and for the period from December 31, 2005 to
such month-end, and (iii) projected financial statements (including, but not
limited to, balance sheet, income statement, statement of cash flows,
Availability and calculations of projected covenant compliance) of the Borrower
and its Subsidiaries for the three-year period beginning on the Closing Date
(prepared on a quarterly basis for the first year and an annual basis
thereafter).

          (l) Availability. Agent and the Lenders shall have received a
Borrowing Base Certificate, dated as of the Restatement Date, prepared on a pro
forma basis giving effect to the consummation of the transactions contemplated
by this Agreement (including the initial borrowing under this Agreement and the
amount of any loans or letters of credit outstanding under the Existing Loan
Agreement that shall remain outstanding), which demonstrates Availability of not
less than US$100,000,000.

          (m) Resignation of Agent under the Existing Loan Agreement. The agent
under the Existing Loan Agreement shall have resigned and the DB AG shall have
been appointed as the agent under this Agreement.

          (n) Restatement Date. The Restatement Date shall have occurred on or
before March 31, 2006.

     8.2 Conditions Precedent to Revolving Credit Loans. Notwithstanding any
other provision of this Agreement or any of the other Loan Documents, and
without affecting in any manner the rights of Agent or any Lender under the
other sections of this Agreement, no Lender shall be required to make any Loan,
nor shall Agent be required to or issue or procure any Letter of Credit or LC
Guaranty unless and until each of the following conditions has been satisfied:

          (a) No Default; Representations and Warranties. No Default or Event of
Default shall exist and all representation and warranties made by Borrower or
any Guarantor in any Loan Document shall be true and correct on such date as if
made as of such date (except to the extent a representation and warranty was
made only as of a specified date, in which case it shall have been true and
correct as of such date).

          (b) Request for Revolving Credit Loan. A request for a Revolving
Credit Loan shall have been made in compliance with Section 3.1.

          SECTION 9. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT

     9.1 Events of Default. The occurrence of one or more of the following
events shall constitute an "Event of Default":

          9.1.1 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 or LC Guaranty on the due date thereof or (ii)
any other Obligation within two (2) Business Days of the date the same becomes
due and payable.


                                      -58-



          9.1.2 Misrepresentations. Any representation, warranty or other
statement made or furnished to Agent or any Lender by or on behalf of Borrower,
or any other Credit Party in this Agreement, any of the other Loan 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 pursuant to Section 7.2 hereof.

          9.1.3 Breach of Specific Covenants. Borrower shall (i) fail or neglect
to perform, keep or observe any covenant contained in Subsections 5.1.2, 7.1.1,
7.1.4, 7.2 or 7.3 hereof on the date that Borrower is required to perform, keep
or observe such covenant or (ii) fail or neglect to perform, keep or observe any
covenant contained in Sections 4.2, 7.1.2 or 7.1.3 hereof within ten (10)
Business Days following the date on which Borrower is required to perform, keep
or observe such covenant.

          9.1.4 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 9.1
hereof) or any other Loan Document and the breach of such other covenant is not
cured to Agent's satisfaction by the earlier to occur of ten (10) Business Days
after (i) the date Borrower or such Subsidiary or Credit Party knew or should
have known of such occurrence and (ii) the date of giving of notice thereof by
Agent to Borrower.

          9.1.5 Change of Control. A Change of Control shall occur.

          9.1.6 Cross Default. 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 the Borrower 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 US$15,000,000.

          9.1.7 Failure of Enforceability of Loan Documents; Security. Any
material covenant, agreement or Obligation of Borrower or any other Credit Party
contained in or evidenced by any of the Loan Documents shall cease to be
enforceable, or shall be determined to be unenforceable, in accordance with its
terms; Borrower or any other Credit Party shall deny or disaffirm any of its
material Obligations under any of the Loan Documents or any Liens granted in
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).

          9.1.8 Uninsured Losses. Any material loss, theft, damage or
destruction of any portion of the Collateral having a fair market value of the
lesser of (i) US$15,000,000 in the aggregate or (ii) 20% of Availability at such
time, if not fully covered (subject to such deductibles and self-insurance
retentions as Agent shall have permitted) by insurance.

          9.1.9 Insolvency and Related Proceedings. Borrower, any Subsidiary of
Borrower or any other Credit Party shall cease to be Solvent or shall suffer the
appointment of a


                                      -59-



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 Borrower, any Subsidiary of Borrower or any other Credit
Party under the federal bankruptcy laws (if against Borrower, any Subsidiary of
Borrower or any Credit Party the continuation of such proceeding for more than
30 days), or Borrower, any Subsidiary of Borrower or any other Credit Party
shall make any offer of settlement, extension or composition to their respective
unsecured creditors generally; or, with respect to the UK Credit Parties: (in
addition to the preceding provisions of this Section 9.1.9, such provisions not
to be deemed to otherwise limit the following) (i) such UK Credit Party 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 Credit Party 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 Agent is not satisfied that it will be discharged before it
is heard; (iii) any UK Credit Party 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 Credit Party
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 Credit Party is
convened for the purpose of considering any resolution for (or to petition for)
its winding up or any UK Credit Party passes such a resolution; (vi) a petition
is presented for the winding-up of any UK Credit Party (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 of any UK Credit Party.

          9.1.10 Business Disruption; Condemnation. There shall occur a
cessation of a substantial part of the business of Borrower, any Subsidiary of
Borrower or any Guarantor for a period which materially adversely affects the
capacity of the Borrower and its Subsidiaries, taken as a whole, to continue its
business on a profitable basis; or Borrower, any Subsidiary of Borrower or any
Guarantor shall suffer the loss or revocation of any material license or permit
now held or hereafter acquired by Borrower, any Subsidiary of Borrower or any
Guarantor which is necessary to the continued or lawful operation of its
business; or Borrower, any Subsidiary of Borrower or any Guarantor 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 Borrower, any
Subsidiary of Borrower or any Guarantor 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.


                                      -60-



          9.1.11 ERISA. A Reportable Event shall occur which, in Agent's
determination, constitutes grounds for the termination by the Pension Benefit
Guaranty Corporation of any Plan or for the appointment by the appropriate
United States district court of a trustee for any Plan, or if any Plan shall be
terminated or any such trustee shall be requested or appointed, or if Borrower,
any Subsidiary of Borrower or any other Guarantor is in "default" (as defined in
Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan
resulting from Borrower's, such Subsidiary's or such Guarantor's complete or
partial withdrawal from such Plan and any such event would reasonably be
expected to have a Material Adverse Effect.

          9.1.12 Criminal Forfeiture. Borrower, any Subsidiary of Borrower or
any Guarantor shall be criminally indicted or convicted under any law that could
lead to a forfeiture of any Property of Borrower, any Subsidiary of Borrower or
any Guarantor.

          9.1.13 Judgments. Any money judgments, writ of attachment or similar
processes (collectively, "Judgments") are issued or rendered against Borrower,
any Subsidiary of Borrower or any other Guarantor, or any of their respective
Property (i) in the case of money judgments in an amount of US$2,500,000 or more
for any single judgment, attachment or process or US$5,000,000 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.

     9.2 Acceleration of the Obligations. Upon or at any time after the
occurrence and during the continuance of an Event of Default, (i) Agent may
(with the consent of the Majority Lenders) and shall at the direction of the
Majority Lenders terminate the Revolving Loan Commitments and/or (ii) Agent may
(with the consent of the Majority Lenders) and shall at the direction of the
Majority Lenders declare all or any portion of the Obligations other than
Derivative Obligations (and all such Obligations shall thereupon become) at once
due and payable without presentment, demand, protest or further notice by Agent
or any Lender, and Borrower shall forthwith pay to Agent, the full amount of
such Obligations, provided, that upon the occurrence of an Event of Default
specified in Subsection 9.1.9 hereof, all of the Obligations shall become
automatically due and payable without declaration, notice or demand by Agent or
any Lender, and the Revolving Loan Commitments shall be terminated.

     9.3 Other Remedies. Upon the occurrence and during the continuance of an
Event of Default, Agent shall have and may (and shall at the direction of the
Majority Lenders) exercise on behalf of the Lenders from time to time the
following rights and remedies:

          9.3.1 All of the rights and remedies of a secured party under the UCC
or under other applicable law, and all other legal and equitable rights to which
Agent or Lenders may be entitled, all of which rights and remedies shall be
cumulative and shall be in addition to any other rights or remedies contained in
this Agreement or any of the other Loan Documents, and none of which shall be
exclusive.

          9.3.2 The right to take immediate possession of the Collateral, and to
(i) require Borrower and each of its Subsidiaries to assemble the Collateral, at
Borrower's expense, and


                                      -61-



make it available to Agent at a place designated by Agent which is reasonably
convenient to both parties, and (ii) enter any premises where any of the
Collateral shall be located and to keep and store the Collateral on said
premises until sold (and if said premises be the Property of Borrower or any
Subsidiary of Borrower, Borrower agrees not to charge, or permit any of its
Subsidiaries to charge, Agent for storage thereof).

          9.3.3 The right to sell or otherwise dispose of all or any Collateral
in its then condition, or after any further manufacturing or processing thereof,
at public or private sale or sales, with such notice as may be required by law,
in lots or in bulk, for cash or on credit, all as Agent, in its sole discretion,
may deem advisable. Agent may, at Agent's option, disclaim any and all
warranties regarding the Collateral in connection with any such sale. Borrower
agrees that five (5) Business Days' written notice to Borrower or any of its
Subsidiaries of any public or private sale or other disposition of Collateral
shall be reasonable notice thereof, and such sale shall be at such locations as
Agent may designate in said notice. Agent shall have the right to conduct such
sales on Borrower's or any of its Subsidiaries' premises, without charge
therefore, and such sales may be adjourned from time to time in accordance with
applicable law. Agent shall have the right to sell, lease or otherwise dispose
of the Collateral, or any part thereof, for cash, credit or any combination
thereof, and Agent, on behalf of Lenders, may purchase all or any part of the
Collateral at public or, if permitted by law, private sale and, in lieu of
actual payment of such purchase price, may set off the amount of such price
against the Obligations. The proceeds realized from the sale of any Collateral
shall be applied, after allowing two (2) Business Days for collection, first to
the costs, expenses and attorneys' fees incurred by Agent in collecting the
Obligations (other than Banking Product Obligations or Derivative Obligations),
in enforcing the rights of Agent and Lenders under the Loan Documents and in
collecting, retaking, completing, protecting, removing, storing, advertising for
sale, selling and delivering any Collateral, second to the interest due upon any
of the Obligations (other than Banking Product Obligations or Derivative
Obligations), third, to the principal of the Obligations (other than Banking
Product Obligations or Derivative Obligations), and fourth to any other
Obligations, including Banking Product Obligations and Derivative Obligations
and any costs of collection of any Banking Product Obligations or Derivative
Obligations. If any deficiency shall arise, Borrower and each Guarantor shall
remain jointly and severally liable to Agent and Lenders therefore.

          9.3.4 Agent is hereby granted a license or other right to use, without
charge, Borrower's and each of its Subsidiary's labels, patents, copyrights,
licenses, rights of use of any name, trade secrets, trade names, trademarks and
advertising matter, consistent with Borrower's reasonable quality control
requirements, or any Property of a similar nature, as it pertains to the
Collateral, in completing, advertising for sale and selling any Collateral and
Borrower's and each of its Subsidiary's rights under all licenses and all
franchise agreements shall inure to Agent's benefit.

          9.3.5 Agent may, at its option, require Borrower to deposit with Agent
funds equal to 105% of the sum of (x) the LC Amount and (y) all unpaid LC
Obligations and, if Borrower fails to promptly make such deposit, Agent may
advance such amount as a Revolving Credit Loan (whether or not an Overadvance is
created thereby). Each such Revolving Credit Loan shall be secured by all of the
Collateral and shall bear interest and be payable at the same rate and in the
same manner as Loans. Any such deposit or advance shall be held by Agent as a


                                      -62-



reserve to fund future payments on such LC Guaranties and future drawings
against such Letters of Credit, including fees and charges related to Letters of
Credit and LC Guaranties. At such time as all LC Guaranties have been paid or
terminated and all Letters of Credit have been drawn upon or expired, any
amounts remaining in such reserve shall be applied against any outstanding
Obligations, or, if all Obligations have been indefeasibly paid in full,
returned to Borrower.

     9.4 Set Off and Sharing of Payments. In addition to any rights now or
hereafter granted under applicable law and not by way of limitation of any such
rights, during the continuance of any Event of Default, each Lender is hereby
authorized by Borrower at any time or from time to time, with prior written
consent of Agent and with reasonably prompt subsequent notice to Borrower (any
prior or contemporaneous notice to Borrower being hereby expressly waived) to
set off and to appropriate and to apply any and all (i) balances held by such
Lender at any of its offices for the account of Borrower or any of its
Subsidiaries (regardless of whether such balances are then due to Borrower or
its Subsidiaries), and (ii) other property at any time held or owing by such
Lender to or for the credit or for the account of Borrower or any of its
Subsidiaries, against and on account of any of the Obligations; provided, that
each Lender exercising such rights shall notify Agent thereof prior to exercise,
shall refrain from exercising such right until Agent shall have confirmed to
such Lender that such exercise will not prejudice the rights of the Lenders, and
any amount received as a result of the exercise of such rights shall be shared
in accordance with Subsection 3.8. Any Lender exercising a right to set off
shall, to the extent the amount of any such set off exceeds its Revolving Loan
Percentage of the amount set off, purchase for cash (and the other Lenders shall
sell) interests in each such other Lender's Revolving Loan Percentage of the
Obligations as would be necessary to cause such Lender to share such excess with
each other Lender in accordance with their respective Revolving Loan
Percentages. Borrower agrees, to the fullest extent permitted by law, that any
Lender may exercise its right to set off with respect to amounts in excess of
its Revolving Loan Percentage of the Obligations and upon doing so shall deliver
such excess to Agent for the benefit of all Lenders in accordance with the
Revolving Loan Percentages.

     9.5 Remedies Cumulative; No Waiver. All covenants, conditions, provisions,
warranties, guaranties, indemnities, and other undertakings of Borrower and its
Subsidiaries contained in this Agreement and the other Loan Documents, or in any
document referred to herein or contained in any agreement supplementary hereto
or in any schedule or in any Guaranty Agreement given to Agent or any Lender or
contained in any other agreement between any Lender and Borrower or any of its
Subsidiaries or between Agent and Borrower or any of its Subsidiaries
heretofore, concurrently, or hereafter entered into, shall be deemed cumulative
to and not in derogation or substitution of any of the terms, covenants,
conditions, or agreements of Borrower herein contained. The failure or delay of
Agent or any Lender to require strict performance by Borrower or any of its
Subsidiaries of any provision of this Agreement or to exercise or enforce any
rights, Liens, powers, or remedies hereunder or under any of the aforesaid
agreements or other documents or security or Collateral shall not operate as a
waiver of such performance, Liens, rights, powers and remedies, but all such
requirements, Liens, rights, powers, and remedies shall continue in full force
and effect until all Loans and other Obligations owing or to become owing from
Borrower or any of its Subsidiaries to Agent and each Lender have been fully
satisfied. None of the undertakings, agreements, warranties, covenants and
representations of Borrower or any of its Subsidiaries contained in this
Agreement or any of the other Loan Documents and no Event of Default by Borrower
under this Agreement or any other


                                      -63-



Loan Documents shall be deemed to have been suspended or waived by Lenders,
unless such suspension or waiver is by an instrument in writing specifying such
suspension or waiver and is signed by a duly authorized representative of
Majority Lenders or all Lenders (as required by Section 11.10) or by Agent, at
the direction of Majority Lenders or all Lenders, as the case may be and
directed to Borrower.

                             SECTION 10. THE AGENT

     10.1 Authorization and Action. Each Lender hereby appoints and authorizes
Agent to take such action on its behalf and to exercise such powers under this
Agreement and the other Loan Documents as are delegated to Agent by the terms
hereof and thereof, together with such powers as are reasonably incidental
thereto. Each Lender hereby acknowledges that Agent shall not have by reason of
this Agreement assumed a fiduciary relationship in respect of any Lender. In
performing its functions and duties under this Agreement, Agent shall act solely
as agent of Lenders and shall not assume, or be deemed to have assumed, any
obligation toward, or relationship of agency or trust with or for, Borrower or
any of its Subsidiaries. As to any matters not expressly provided for by this
Agreement and the other Loan Documents (including without limitation enforcement
and collection of the Notes), Agent may, but shall not be required to, exercise
any discretion or take any action, but shall be required to act or to refrain
from acting (and shall be fully protected in so acting or refraining from
acting) upon the instructions of the Majority Lenders, whenever such instruction
shall be requested by Agent or required hereunder, or a greater or lesser number
of Lenders if so required hereunder, and such instructions shall be binding upon
all Lenders; provided, that Agent shall be fully justified in failing or
refusing to take any action which exposes Agent to any liability or which is
contrary to this Agreement, the other Loan Documents or applicable law, unless
Agent is indemnified to its satisfaction by the other Lenders against any and
all liability and expense which it may incur by reason of taking or continuing
to take any such action. If Agent seeks the consent or approval of the Majority
Lenders (or a greater or lesser number of Lenders as required in this
Agreement), with respect to any action hereunder, Agent shall send notice
thereof to each Lender and shall notify each Lender at any time that the
Majority Lenders (or such greater or lesser number of Lenders) have instructed
Agent to act or refrain from acting pursuant hereto.

     10.2 Agent's Reliance, Etc. Neither Agent, any Affiliate of Agent, nor any
of their respective directors, officers, agents or employees shall be liable for
any action taken or omitted to be taken by it or them under or in connection
with this Agreement or the other Loan Documents, except for its or their own
gross negligence or willful misconduct. Without limitation of the generality of
the foregoing, Agent: (i) may treat each Lender party hereto as the holder of
Obligations until Agent receives written notice of the assignment or transfer or
such lender's portion of the Obligations signed by such Lender and in form
reasonably satisfactory to Agent; (ii) may consult with legal counsel,
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts, (iii) makes
no warranties or representations to any Lender and shall not be responsible to
any Lender for any recitals, statements, warranties or representations made in
or in connection with this Agreement or any other Loan Documents; (iv) shall not
have any duty beyond Agent's customary practices in respect of loans in which
Agent is the only lender, to ascertain or to inquire as to the performance or
observance of any of the terms, covenants or conditions of this Agreement or the


                                      -64-



other Loan Documents on the part of Borrower or any of its Subsidiaries, to
inspect the property (including the books and records) of Borrower or any of its
Subsidiaries, to monitor the financial condition of Borrower or to ascertain the
existence or possible existence or continuation of any Default or Event of
Default; (v) shall not be responsible to any Lender for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of this
Agreement or the other Loan Documents or any other instrument or document
furnished pursuant hereto or thereto; (vi) shall not be liable to any Lender for
any action taken, or inaction, by Agent upon the instructions of Majority
Lenders pursuant to Section 10.1 hereof or refraining to take any action pending
such instructions; (vii) shall not be liable for any apportionment or
distributions of payments made by it in good faith pursuant to Section 3 hereof;
(viii) shall incur no liability under or in respect of this Agreement or the
other Loan Documents by acting upon any notice, consent, certificate, message or
other instrument or writing (which may be by telephone, facsimile, telegram,
cable or telex) believed in good faith by it to be genuine and signed or sent by
the proper party or parties; and (ix) may assume that no Event of Default has
occurred and is continuing, unless Agent has actual knowledge of the Event of
Default, has received notice from Borrower or Borrower's independent certified
public accounts stating the nature of the Event of Default, or has received
notice from a Lender stating the nature of the Event of Default and that such
Lender considers the Event of Default to have occurred and to be continuing. In
the event any apportionment or distribution described in clause (vii) above is
determined to have been made in error, the sole recourse of any Person to whom
payment was due but not made shall be to recover from the recipients of such
payments any payment in excess of the amount to which they are determined to
have been entitled.

     10.3 DB AG and Affiliates. With respect to its commitment hereunder to make
Loans, DB AG shall have the same rights and powers under this Agreement and the
other Loan Documents as any other Lender and may exercise the same as though it
were not Agent; and the terms "Lender," "Lenders" or "Majority Lenders" shall,
unless otherwise expressly indicated, include DB AG in its individual capacity
as a Lender. DB AG and its Affiliates may lend money to, and generally engage in
any kind of business with, Borrower and its Subsidiaries and Affiliates, and any
Person who may do business with or own Securities of Borrower all as if DB AG
were not Agent and without any duty to account therefore to any other Lender.

     10.4 Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon Agent or any other Lender and based on
the financial statements referred to herein and such other documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement. Agent shall not have any duty or responsibility, either
initially or on an ongoing basis, to provide any Lender with any credit or other
similar information regarding Borrower or any of its Subsidiaries.

     10.5 Indemnification. Lenders agree to indemnify Agent (to the extent not
reimbursed by Borrower), in accordance with their respective Revolving Loan
Percentages, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by, or
asserted against Agent in any way relating to or arising out of this Agreement
or any other


                                      -65-



Loan Document or any action taken or omitted by Agent under this Agreement;
provided that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from Agent's gross negligence or willful
misconduct. Without limitation of the foregoing, each Lender agrees to reimburse
Agent promptly upon demand for its ratable share, as set forth above, of any
out-of-pocket expenses (including reasonable attorneys' fees) incurred by Agent
in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiation, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement and each other Loan Document, to the
extent that Agent is not reimbursed for such expenses by Borrower. The
obligations of Lenders under this Section 10.5 shall survive the payment in full
of all Obligations and the termination of this Agreement. If after payment and
distribution of any amount by Agent to Lenders, any Lender or any other Person,
including Borrower, any creditor of Borrower, a liquidator, administrator or
trustee in bankruptcy, recovers from Agent any amount found to have been
wrongfully paid to Agent or disbursed by Agent to Lenders, then Lenders, in
accordance with their respective Revolving Loan Percentages, shall reimburse
Agent for all such amounts.

     10.6 Rights and Remedies to be Exercised by Agent Only. Each Lender agrees
that, except as set forth in Section 9.4, no Lender shall have any right
individually (i) to realize upon the security created by this Agreement or any
other Loan Document, (ii) to enforce any provision of this Agreement or any
other Loan Document, or (iii) to make demand under this Agreement or any other
Loan Document.

     10.7 Agency Provisions Relating to Collateral. Each Lender authorizes and
ratifies Agent's entry into this Agreement and the Security Documents for the
benefit of Lenders. Each Lender agrees that any action taken by Agent with
respect to the Collateral in accordance with the provisions of this Agreement or
the Security Documents, and the exercise by Agent 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 Lenders. Agent is hereby
authorized on behalf of all 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 the Loan Documents which
may be necessary to perfect and maintain perfected Agent's Liens upon the
Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby
irrevocably authorize Agent, at its option and in its discretion, to (a) release
any Lien granted to or held by Agent upon any Collateral (i) upon termination of
the Agreement and payment and satisfaction of all Obligations; or (ii)
constituting property being sold or disposed of to a Person other than Borrower
or any of its Subsidiaries if Borrower certifies to Agent that the sale or
disposition is made in compliance with Subsection 7.2.5 hereof (and Agent may
rely conclusively on any such certificate, without further inquiry); or (iii)
constituting property in which Borrower or such Subsidiary owned no interest at
the time the Lien was granted or at any time thereafter; (iv) constituting
property subject to an operating lease permitted by Subsection 7.2.13; or (v) in
connection with any foreclosure sale or other disposition of Collateral after
the occurrence and during the continuation of an Event of Default or (vi) if
approved, authorized or ratified in writing by Agent at the direction of all
Lenders and (b) subordinate any Lien granted to Agent on Equipment if required
by the holder of any Indebtedness (including Capitalized Lease Obligations)
secured by Purchase Money Liens and Leases permitted hereunder. Upon request by
Agent at any time, Lenders will confirm in writing Agent's authority to release
particular


                                      -66-



types or items of Collateral pursuant hereto, or subordinate Liens on Equipment.
Agent shall have no obligation whatsoever to any Lender or to any other Person
to assure that the Collateral exists or is owned by Borrower or any of its
Subsidiaries or is cared for, protected or insured or has been encumbered or
that the Liens granted to Agent herein or pursuant to the Security Documents
have been properly or sufficiently or lawfully created, perfected, protected or
enforced or are entitled to any particular priority, or to exercise at all or in
any particular manner or under any duty of care, disclosure or fidelity, or to
continue exercising, any of its rights, authorities and powers granted or
available to Agent in this Section 10.7 or in any of the Loan Documents, it
being understood and agreed that in respect of the Collateral, or any act,
omission or event related thereto, Agent may act in any manner it may deem
appropriate, in its sole discretion, but consistent with the provisions of this
Agreement, including given Agent's own interest in the Collateral as a Lender
and that Agent shall have no duty or liability whatsoever to any Lender.

     10.8 Agent's Right to Purchase Commitments. Agent shall have the right, but
shall not be obligated, at any time upon written notice to any Lender and with
the consent of such Lender, which may be granted or withheld in such Lender's
sole discretion, to purchase for Agent's own account all of such Lender's
interests in this Agreement, the other Loan Documents and the Obligations, for
the face amount of the outstanding Obligations owed to such Lender, including
without limitation all accrued and unpaid interest and fees.

     10.9 Right of Sale, Assignment, Participations. Borrower hereby consents to
any Lender's participation, sale, assignment, transfer or other disposition, at
any time or times hereafter, of this Agreement and any of the other Loan
Documents, or of any portion hereof or thereof, including, without limitation,
such Lender's rights, title, interests, remedies, powers, and duties hereunder
or thereunder subject to the terms and conditions set forth below:

          10.9.1 Sales, Assignments. Each Lender hereby agrees that, with
respect to any sale or assignment (i) such assignment must be made to an
Eligible Assignee, (ii) Agent must consent, such consent not to be unreasonably
withheld, to each such assignment to a Person that is not an original signatory
to this Agreement or any Affiliate thereof, and (ii) the assignee Lender shall
pay to Agent a processing and recordation fee of US$3,500 and any reasonable
out-of-pocket attorneys' fees and expenses incurred by Agent in connection with
any such sale or assignment; provided however that the principal amount of the
Revolving Loan Commitment together with the Loans of the assigning Lender
together with its Affiliates that is the subject of such assignment shall in no
event be less than US$5,000,000 (except in the case of an assignment to a Person
who is already a Lender or an Affiliate of a Lender or the assignment represents
all of the remaining Revolving Loan Commitment and Loans of the assigning
Lender). After such sale or assignment has been consummated (x) the assignee
Lender thereupon shall become a "Lender" for all purposes of this Agreement and
(y) the assigning Lender shall have no further liability for funding the portion
of Revolving Loan Commitments assumed by such other Lender.

          10.9.2 Participations. Any Lender may grant participations in its
extensions of credit hereunder to any other Lender or other lending institution
(a "Participant"), provided that (i) no Participant shall thereby acquire any
direct rights under this Agreement, (ii) no Participant shall be granted any
right to consent to any amendment, except to the extent any of the same


                                      -67-



pertain to (1) reducing the aggregate principal amount of, or interest rate on,
or fees applicable to, any Loan or (2) extending the final stated maturity of
any Loan or the stated maturity of any portion of any payment of principal of,
or interest or fees applicable to, any of the Loans; provided, that the rights
described in this subclause (2) shall not be deemed to include the right to
consent to any amendment with respect to or which has the effect of requiring or
waiving any mandatory prepayment of any portion of any Loan or any amendment or
waiver of any Default or Event of Default, (iii) no sale of a participation in
extensions of credit shall in any manner relieve the originating Lender of its
obligations hereunder, (iv) the originating Lender shall remain solely
responsible for the performance of such obligations, (v) Borrower and Agent
shall continue to deal solely and directly with the originating Lender in
connection with the originating Lender's rights and obligations under this
Agreement and the other Loan Documents, (vi) in no event shall any financial
institution purchasing the participation grant a participation in its
participation interest in the Loans without the prior written consent of Agent,
and, in the absence of a Default or an Event of Default, Borrower, which
consents shall not unreasonably be withheld and (vii) all amounts payable by
Borrower hereunder shall be determined as if the originating Lender had not sold
any such participation.

          10.9.3 Certain Agreements of Borrower. Borrower agrees that (i) it
will use reasonable efforts to assist and cooperate with each Lender in any
manner reasonably requested by such Lender to effect the sale of participation
in or assignments of any of the Loan Documents or any portion thereof or
interest therein, including, without limitation, assisting in the preparation of
appropriate disclosure documents and making members of management available at
reasonable times to meet with and answer questions of potential assignees and
Participants; and (ii) subject to the provisions of Section 11.14 hereof, such
Lender may disclose credit information regarding Borrower to any potential
Participant or assignee.

          10.9.4 Non U.S. Resident Transferees. If, pursuant to this Subsection
10.9.4, any interest in this Agreement or any Loans is transferred to any
transferee which is organized under the laws of any jurisdiction other than the
United States or any state thereof, the transferor Lender shall cause such
transferee (other than any Participant), and may cause any Participant,
concurrently with and as a condition precedent to the effectiveness of such
transfer, to (i) represent to the transferor Lender (for the benefit of the
transferor Lender, Agent, and Borrower) that under applicable law and treaties
no taxes will be required to be withheld by Agent, Borrower or the transferor
Lender with respect to any payments to be made to such transferee in respect of
the interest so transferred, (ii) furnish to the transferor Lender, Agent and
Borrower either United States Internal Revenue Service Form W-8ECI or United
States Internal Revenue Service Form W-8BEN (wherein such transferee claims
entitlement to complete exemption from United States federal withholding tax on
all interest payments hereunder), and (iii) agree (for the benefit of the
transferor Lender, Agent and Borrower) to provide the transferor Lender, Agent
and Borrower a new Form W-8ECI or Form W-8BEN upon the obsolescence of any
previously delivered form and comparable statements in accordance with
applicable United States laws and regulations and amendments duly executed and
completed by such transferee, and to comply from time to time with all
applicable United States laws and regulations with regard to such withholding
tax exemption.

     10.10 Amendments. No amendment or waiver of any provision of this Agreement
or any other Loan Document (including without limitation any Note), nor consent
to any departure


                                      -68-



by Borrower therefrom, shall in any event be effective unless the same shall be
in writing and signed by the Majority Lenders and Borrower, and then such waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, that no amendment, waiver or consent shall be
effective, unless (i) in writing and signed by each Lender, if such amendment,
waiver or consent does any of the following: (1) increases the aggregate
Revolving Loan Commitments, or any Lender's Revolving Loan Commitment, (2)
reduces the principal of, or interest on, any amount payable hereunder or under
any Note, or any fees payable to Lenders hereunder, other than those payable
only to DB AG in its capacity as Agent or Letter of Credit issuer, which may be
reduced by DB AG unilaterally, (3) decreases any interest rate payable hereunder
or any fee payable to Lenders hereunder, other than those payable to DB AG in
its capacity as Agent or Letter of Credit issuer, which may be reduced by DB AG
unilaterally, (4) postpones any date fixed for any payment of principal of, or
interest on, any amounts payable hereunder or under any Note, other than those
payable only to DB AG in its capacity as Agent, which may be postponed by DB AG
unilaterally, (5) reduces the number of Lenders that shall be required for
Lenders or any of them to take any action hereunder, (6) releases or discharges
any Person liable for the performance of any Obligations of Borrower or any UK
Borrower hereunder or under any of the Loan Documents, (7) amends any provision
of this Agreement that requires the consent of all Lenders or consent to or
waive any breach thereof, (8) amends the definition of the terms "Majority
Lenders" or "Supermajority Lenders", (9) amends this Section 10.10, (10)
releases Collateral with a value in excess of US$5,000,000, unless otherwise
permitted pursuant to Section 10.7 hereof; or (11) amends the pro rata sharing
provisions of Section 3.8 hereof; or (ii) in writing and signed by Supermajority
Lenders, if such amendment, waiver or consent does any of the following: (1)
increases the advance rates contained in the definition of "UK Borrowing Base"
or "US Borrowing Base" to a level greater than those set forth on the date
hereof; or (2) amends the definitions of "Liquidity Event", "UK Borrowing Base"
or "US Borrowing Base" (or any component thereof) to make such definitions less
restrictive (provided that the foregoing shall not affect Agent's discretion in
determining eligibility); or (3) increases the amount of Protective Advances or
(4) increases the period of time for which Protective Advances are permitted to
be outstanding or (5) releases any Guarantor with assets in the US Borrowing
Base or UK Borrowing Base from any obligations arising under a Guaranty
Agreement, or (6) increases the amount of the "UK Sublimit" or any sublimit
under any Canadian subfacility established pursuant to Subsection 1.1.4, or
(iii) in writing and signed by Agent in addition to the Lenders required above
to take such action, if such action affects the rights or duties of Agent under
this Agreement, any Note or any other Loan Document.

     10.11 Resignation of Agent; Appointment of Successor. Agent may resign as
Agent by giving not less than thirty (30) days prior written notice to the
Lenders and Borrower. If Agent shall resign under this Agreement, then, (i)
subject to the consent of Borrower (which consent shall not be unreasonably
withheld and which consent shall not be required during any period in which a
Default or an Event of Default exists), the Majority Lenders shall appoint from
among the Lenders a successor agent for the Lenders or (ii) if a successor agent
shall not be so appointed and approved within the thirty (30) day period
following Agent's notice to the Lenders and Borrower of its resignation, then
Agent shall appoint a successor agent who shall serve as Agent until such time
as the Majority Lenders appoint a successor agent, subject to Borrower's consent
as set forth above. Upon its appointment, such successor agent shall succeed to
the rights, powers and duties of Agent and the term "Agent" shall mean such
successor effective upon its appointment, and the former Agent's rights, powers
and duties as Agent shall be


                                      -69-



terminated without any other or further act or deed on the part of such former
Agent or any of the parties to this Agreement. After the resignation of any
Agent hereunder, the provisions of this Section 11 shall inure to the benefit of
such former Agent and such former Agent shall not by reason of such resignation
be deemed to be released from liability for any actions taken or not taken by it
while it was an Agent under this Agreement. Each Lender waives any notice
required by the Existing Loan Agreement in connection with the resignation of
Fleet as agent thereunder on the date hereof.

     10.12 Co-Agents. The Co-Documentation Agents and the Syndication Agent
shall have no right, duty, responsibility or obligation under this Agreement and
the other Loan Documents other than in their capacities as Lenders, and shall
have no fiduciary relationship to any Person.

                           SECTION 11. MISCELLANEOUS

     11.1 Power of Attorney. Borrower hereby irrevocably designates, makes,
constitutes and appoints Agent (and all Persons designated by Agent) as
Borrower's true and lawful attorney (and agent-in-fact), solely with respect to
the matters set forth in this Section 11.1, and Agent, or Agent's agent, may,
without notice to Borrower and in Borrower's or Agent's name, but at the cost
and expense of Borrower:

          11.1.1 At such time or times as Agent or said agent, in its sole
discretion, may determine, endorse Borrower's name on any checks, notes,
acceptances, drafts, money orders or any other evidence of payment or proceeds
of the Collateral which come into the possession of Agent or under Agent's
control.

          11.1.2 At such time or times upon or after the occurrence and during
the continuance of an Event of Default (provided that the occurrence of an Event
of Default shall not be required with respect to clauses (iv), (viii) and (ix)
below), as Agent or its agent in its sole discretion may determine: (i) demand
payment of the Accounts from the Account Debtors, enforce payment of the
Accounts by legal proceedings or otherwise, and generally exercise all of
Borrower's rights and remedies with respect to the collection of the Accounts;
(ii) settle, adjust, compromise, discharge or release any of the Accounts or
other Collateral or any legal proceedings brought to collect any of the Accounts
or other Collateral; (iii) sell or assign any of the Accounts and other
Collateral upon such terms, for such amounts and at such time or times as Agent
deems advisable; (iv) take control, in any manner, of any item of payment or
proceeds relating to any Collateral; (v) prepare, file and sign Borrower's name
to a proof of claim in bankruptcy or similar document against any Account Debtor
or to any notice of lien, assignment or satisfaction of lien or similar document
in connection with any of the Collateral; (vi) receive, open and dispose of all
mail addressed to Borrower and notify postal authorities to change the address
for delivery thereof to such address as Agent may designate; (vii) endorse the
name of Borrower upon any of the items of payment or proceeds relating to any
Collateral and deposit the same to the account of Agent on account of the
Obligations; (viii) endorse the name of Borrower upon any chattel paper,
document, instrument, invoice, freight bill, bill of lading or similar document
or agreement relating to the Accounts, Inventory and any other Collateral; (ix)
use Borrower's stationery and sign the name of Borrower to verifications of the
Accounts and notices thereof to Account Debtors; (x) use the information
recorded on or contained in any data processing equipment and computer hardware
and software relating to the Accounts, Inventory,


                                      -70-



Equipment and any other Collateral; (xi) make and adjust claims under policies
of insurance; and (xii) do all other acts and things necessary, in Agent's
determination, to fulfill Borrower's obligations under this Agreement.

          The power of attorney granted hereby shall constitute a power coupled
with an interest and shall be irrevocable.

     11.2 Indemnity. Borrower and each other Credit Party party to this
Agreement hereby agrees to indemnify Agent, each Arranger and each Lender (and
each of their Affiliates) and hold Agent, each Arranger and each Lender (and
each of their Affiliates) harmless from and against any liability, loss, damage,
suit, action or proceeding ever suffered or incurred by any such Person
(including reasonable attorneys fees (or allocated costs of in-house counsel in
lieu of outside counsel) and legal expenses) as the result of the failure of
Borrower or any of its Subsidiaries to observe, perform or discharge Borrower's
duties hereunder or under any other Loan Document or arising out of, relating to
or in connection with this Agreement and the other Loan Documents or the use of
the proceeds thereof, except as to any such Person to the extent that such
liability, loss or damage is found in a non-appealable judgment by a court of
competent jurisdiction to have resulted from such Person's own gross negligence
or willful misconduct. In addition, Borrower shall defend Agent and each Lender
(and each of their Affiliates) against and save it harmless from all claims of
any Person with respect to the Collateral (except those resulting from the gross
negligence or intentional misconduct of any such Person). Notwithstanding any
contrary provision in this Agreement, the obligation of Borrower under this
Section 11.2 shall survive the payment in full of the Obligations and the
termination of this Agreement.

     11.3 Sale of Interest. No Credit Party may sell, assign or transfer any
interest in this Agreement, any of the other Loan Documents, or any of the
Obligations, or any portion thereof, including, without limitation, any Credit
Party's rights, title, interests, remedies, powers, and duties hereunder or
thereunder without the prior written consent of all Lenders, which consent by
any Lender or Lenders may be granted or denied in the sole discretion of such
Lender.

     11.4 Severability. Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

     11.5 Successors and Assigns. This Agreement, the Other Agreements and the
Security Documents shall be binding upon and inure to the benefit of the
successors and assigns of each Credit Party which is a party hereto, Agent and
each Lender permitted under Section 10.9 hereof.

     11.6 Cumulative Effect; Conflict of Terms. The provisions of the Other
Agreements and the Security Documents are hereby made cumulative with the
provisions of this Agreement. Except as otherwise provided in any of the other
Loan Documents by specific reference to the applicable provision of this
Agreement, if any provision contained in this Agreement is in direct conflict
with, or inconsistent with, any provision in any of the other Loan Documents,
the provision contained in this Agreement shall govern and control.


                                      -71-



     11.7 Execution in Counterparts; Effectiveness. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which counterparts taken together shall
constitute but one and the same instrument. This Agreement shall become
effective upon the execution of a counterpart of the Master Assignment Agreement
by each party thereto and the execution of a counterpart hereof by Borrower,
each Lender and Agent and delivery of such counterparts to Agent or its counsel
(which execution and delivery may be by facsimile); provided that unless and
until all conditions set forth in Section 8 have been satisfied or waived, the
Existing Loan Agreement shall remain in full force and effect as if this
Agreement had never been executed and delivered.

     11.8 Notices. Except as otherwise provided herein, all notices, requests
and demands to or upon a party hereto, to be effective, shall be in writing and
shall be sent by certified or registered mail, return receipt requested, by
personal delivery against receipt, by overnight courier or by facsimile and,
unless otherwise expressly provided herein, shall be deemed to have been validly
served, given, delivered or received immediately when delivered against receipt,
one Business Day after deposit with an overnight courier or, in the case of
facsimile notice, when sent, addressed as follows:

If to Agent:    Deutsche Bank AG, New York Branch
                60 Wall Street
                New York, New York 10005
                Attention: Marguerite Sutton
                Facsimile No.: (212) 797-7655

                Latham & Watkins LLP
                633 West 5th Street, Suite 4000
                Los Angeles, California 90071
                Attention: Mary B. Ruhl
                Facsimile No.: (213) 891-8763

If to Borrower: Mobile Mini, Inc.
                7420 South Kyrene Road, Suite 101
                Tempe, Arizona 85283
                Attention: Chief Financial Officer
                Facsimile No.: (480) 894-6433

With a copy to: Bryan Cave LLP
                Two N. Central, 22nd Floor
                Phoenix, Arizona 85004
                Attention: Joseph P. Richardson
                Facsimile No.: (602) 364-7070

or to such other address as each party may designate for itself by notice given
in accordance with this Section 11.8; provided, however, that any notice,
request or demand to or upon a Lender pursuant to Subsection 3.1.1 or 4.2.2
hereof shall not be effective until received by such Lender.


                                      -72-



     11.9 Consent. Whenever Agent's or Majority's Lenders' consent is required
to be obtained under this Agreement, any of the Other Agreements or any of the
Security Documents as a condition to any action, inaction, condition or event,
except as otherwise specifically provided herein, Agent or Majority Lenders, as
applicable, shall be authorized to give or withhold such consent in their sole
and absolute discretion.

     11.10 Credit Inquiries. Borrower hereby authorizes and permits Agent and
each Lender to respond to usual and customary credit inquiries from third
parties concerning Borrower or any of its Subsidiaries.

     11.11 Time of Essence. Time is of the essence of this Agreement, the Other
Agreements and the Security Documents.

     11.12 Entire Agreement. This Agreement and the other Loan Documents,
together with all other instruments, agreements and certificates executed by the
parties in connection therewith or with reference thereto, embody the entire
understanding and agreement between the parties hereto and thereto with respect
to the subject matter hereof and thereof and supersede all prior agreements,
understandings and inducements, whether express or implied, oral or written.

     11.13 Interpretation. No provision of this Agreement or any of the other
Loan Documents shall be construed against or interpreted to the disadvantage of
any party hereto by any court or other governmental or judicial authority by
reason of such party having or being deemed to have structured or dictated such
provision.

     11.14 Confidentiality. Agent and each Lender shall hold all nonpublic
information obtained pursuant to the requirements of this Agreement in
accordance with Agent's and such Lender's customary procedures for handling
confidential information of this nature and in accordance with safe and sound
banking practices and in any event may make disclosure reasonably required by a
prospective participant or assignee in connection with the contemplated
participation or assignment or as required or requested by any governmental
authority or representative thereof or pursuant to legal process and shall
require any such participant or assignee to agree to comply with this Section
11.14.

     11.15 GOVERNING LAW; CONSENT TO FORUM. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY
LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT IF ANY
OF THE COLLATERAL SHALL BE LOCATED IN ANY JURISDICTION OTHER THAN NEW YORK, THE
LAWS OF SUCH JURISDICTION SHALL GOVERN THE METHOD, MANNER AND PROCEDURE FOR
FORECLOSURE OF AGENT'S LIEN UPON SUCH COLLATERAL AND THE ENFORCEMENT OF AGENT'S
OTHER REMEDIES IN RESPECT OF SUCH COLLATERAL TO THE EXTENT THAT THE LAWS OF SUCH
JURISDICTION ARE DIFFERENT FROM OR INCONSISTENT WITH THE LAWS OF NEW YORK. AS
PART OF THE CONSIDERATION FOR NEW VALUE RECEIVED, AND REGARDLESS OF ANY PRESENT
OR FUTURE DOMICILE OR PRINCIPAL PLACE OF BUSINESS OF BORROWER, AGENT, ANY
ARRANGER OR ANY LENDER, BORROWER


                                      -73-



HEREBY CONSENTS AND AGREES THAT THE COURTS OF THE STATE OF NEW YORK SITTING IN
NEW YORK COUNTY, OR, AT AGENT'S OPTION, THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWER ON THE ONE HAND AND AGENT, ANY
ARRANGER OR ANY LENDER ON THE OTHER HAND PERTAINING TO THIS AGREEMENT OR TO ANY
MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. BORROWER EXPRESSLY SUBMITS
AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN
ANY SUCH COURT, AND BORROWER HEREBY WAIVES ANY OBJECTION WHICH BORROWER MAY HAVE
BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS
AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS
DEEMED APPROPRIATE BY SUCH COURT. BORROWER HEREBY WAIVES PERSONAL SERVICE OF THE
SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER AT THE ADDRESS SET FORTH IN
THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE
EARLIER OF BORROWER'S ACTUAL RECEIPT THEREOF OR FIVE (5) BUSINESS DAYS AFTER
DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID. NOTHING IN THIS AGREEMENT
SHALL BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF AGENT, ANY ARRANGER OR ANY
LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO
PRECLUDE THE ENFORCEMENT BY AGENT, ANY ARRANGER OR ANY LENDER OF ANY JUDGMENT OR
ORDER OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO
ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION.

     11.16 WAIVERS BY BORROWER. BORROWER WAIVES (i) THE RIGHT TO TRIAL BY JURY
(WHICH AGENT AND EACH LENDER HEREBY ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING
OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO ANY OF THE LOAN
DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL; (ii) PRESENTMENT, DEMAND AND
PROTEST AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NON PAYMENT, MATURITY,
RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY OR ALL COMMERCIAL
PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND
GUARANTIES AT ANY TIME HELD BY AGENT OR ANY LENDER ON WHICH BORROWER MAY IN ANY
WAY BE LIABLE AND HEREBY RATIFIES AND CONFIRMS WHATEVER AGENT OR ANY LENDER MAY
DO IN THIS REGARD; (iii) NOTICE PRIOR TO AGENT'S TAKING POSSESSION OR CONTROL OF
THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT
PRIOR TO ALLOWING AGENT TO EXERCISE ANY OF AGENT'S REMEDIES; (iv) THE BENEFIT OF
ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS; AND (v) NOTICE OF ACCEPTANCE
HEREOF. BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVERS ARE A MATERIAL
INDUCEMENT TO AGENT'S AND EACH LENDER'S ENTERING INTO THIS AGREEMENT AND THAT
AGENT AND EACH LENDER IS RELYING UPON THE


                                      -74-



FOREGOING WAIVERS IN ITS FUTURE DEALINGS WITH BORROWER. BORROWER WARRANTS AND
REPRESENTS THAT IT HAS REVIEWED THE FOREGOING WAIVERS WITH ITS LEGAL COUNSEL AND
HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY
BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

     11.17 Increases In Total Revolving Loan Commitments.

          11.17.1 Increasing Lenders and New Lenders. Borrower may, no more than
once in any calendar year, by notice to Agent, request that the Revolving Loan
Commitments be increased by an amount up to US$75,000,000 in the aggregate (the
amount of any increase effected hereunder, the "Commitment Increase"); provided,
that (i) in no event shall the Revolving Loan Commitments exceed the amount of
Indebtedness and Liens permitted to be incurred under the Senior Note Indenture,
(ii) any Commitment Increase shall be in the minimum amount of US$5,000,000,
(iii) on the date on which any Commitment Increase is effective, no Default or
Event of Default shall exist, both before and after giving effect to such
Commitment Increase and (iv) all conditions set forth in Section 8 have been
satisfied or waived in accordance with this Agreement. Agent shall notify the
Lenders of such request, and the amount thereof, which notice shall specify the
date by which Lenders must respond if they are willing to issue a commitment to
participate in the Commitment Increase (the "Response Date"). Each Lender which,
in its sole discretion, desires to commit to participate in the Commitment
Increase (each, an "Increasing Lender") shall notify Agent on or before the
Response Date of the amount by which it commits to increase its Revolving Loan
Commitment. If Increasing Lenders commit to participate in the Commitment
Increase in an aggregate amount in excess of the amount permitted under this
Subsection 11.17.1, the Commitment Increase shall be allocated among the
Increasing Lenders as determined by Agent. If the aggregate amount committed by
the Increasing Lenders is less than the amount requested by the Borrower and
permitted hereunder, Agent agrees to use its best efforts to find additional
financial institutions (the "New Lenders") that are willing to undertake
Revolving Loan Commitments; provided that the Revolving Loan Commitment of each
New Lender shall be in a minimum amount of US$5,000,000. Agent shall have no
liability to Borrower or any of its Subsidiaries or the Lenders if Agent is
unable to successfully syndicate the Commitment Increase with Increasing Lenders
and/or New Lenders. If Agent is able to successfully syndicate the Commitment
Increase, on the Commitment Increase Effective Date (as defined below), Borrower
shall pay to Agent for the account of all Increasing Lenders and New Lenders
such fees as shall have been agreed among Borrower, Agent and the Increasing
Lenders or New Lenders, as the case may be, with respect to such Commitment
Increase. The Commitment Increase shall become effective on the date specified
by Agent (the "Commitment Increase Effective Date"); provided, however, that (i)
the conditions set forth above shall have been satisfied on such date, (ii) the
New Lenders shall have entered into one or more joinder agreements, in form and
substance satisfactory to Agent, to become Lenders hereunder, (iii) Borrower
shall have paid all fees (including but not limited to those fees provided in
any fee letters related to the Commitment Increase) and expenses in connection
with the syndication and arrangement of the Commitment Increase, (iv) Borrower
shall have executed and delivered to Agent for the benefit of the New Lenders
and Increasing Lenders Revolving Notes, (v) Borrower shall have delivered or
caused to be delivered to Agent such legal opinions, certificates (including
evidence that the Indebtedness under the Commitment Increase is


                                      -75-



permitted to be incurred under the Senior Note Indenture) and other documents as
Agent may reasonably request, all in form and substance satisfactory to Agent,
and (vi) the relevant parties shall have delivered such other documents and
taken such other action as may be necessary or appropriate to effect the
Commitment Increase.

          11.17.2 Commitment Increase Effective Date. On the Commitment Increase
Effective Date (i) the Revolving Loan Commitment of each Increasing Lender shall
be increased and each New Lender shall become a Lender hereunder and under the
other Loan Documents; (ii) Borrower shall pay the principal amount of, and
accrued and unpaid interest on, Revolving Credit Loans of the Lenders other than
the New Lenders in an amount sufficient (as determined by Agent) to permit the
New Lenders and Increasing Lenders to fund Revolving Credit Loans in an amount
equal to their respective Revolving Loan Percentages of the then outstanding
Revolving Credit Loans, and in connection with such payment shall also pay
breakage losses required by Subsection 3.2.5 on such repayment, if any; and
(iii) each New Lender and Increasing Lender shall fund Revolving Credit Loans in
an amount equal to its Revolving Loan Percentage of the then outstanding
Revolving Credit Loans.

     11.18 Existing Loan Agreement And Loan Documents. The parties hereto agree
that on the Restatement Date, and Agent's determination that the conditions
precedent set forth in Section 8 have been satisfied or waived, the Existing
Loan Agreement shall be deemed to be amended and restated in its entirety and
all Obligations under and as defined in the Existing Loan Agreement (the "Prior
Obligations") and the promissory notes delivered thereunder shall, to the extent
not paid on such date, be deemed to be Obligations outstanding under this
Agreement. Upon the Restatement Date, and the effectiveness of this Agreement in
accordance with Section 8 hereof, the Existing Loan Agreement will be superseded
in its entirety, and all references in the Loan Documents shall be deemed to
refer to this Agreement, without the need for further amendment of any Loan
Document. Notwithstanding the foregoing, all Liens and security interests
securing the Prior Obligations shall continue in full force and effect in all
respects, securing the Obligations. The parties hereto acknowledge that this
Agreement, the Revolving Notes and the other Loan Documents do not constitute a
repayment and reborrowing, an accord and satisfaction or a novation of such
Prior Obligations. Borrower hereby ratifies and reaffirms all of its Obligations
and liabilities under each of the Loan Documents, including without limitation
the Security Documents and that the Liens granted to Agent thereunder continue
to secure the Obligations arising under this Agreement.


                                      -76-



          IN WITNESS WHEREOF, this Second Amended and Restated Loan and Security
Agreement has been duly executed on the day and year specified at the beginning
of this Second Amended and Restated Loan and Security Agreement.

                                        MOBILE MINI, INC.,
                                        a Delaware corporation


                                        By:
                                            ------------------------------------
                                        Name: Lawrence Trachtenberg
                                        Title: Executive Vice President


                                      S-1-



                                        DEUTSCHE BANK AG, NEW YORK BRANCH,
                                        as Agent and as a Lender


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                      S-2-



                                        BANK OF AMERICA, N.A.,
                                        as Syndication Agent and as a Lender


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                      S-3-



                                   APPENDIX A

                               GENERAL DEFINITIONS

          When used in the Second Amended and Restated Loan and Security
Agreement dated as of February 17, 2006, by and among DEUTSCHE BANK AG, NEW YORK
BRANCH, individually and as Agent, the other financial institutions which are or
become parties thereto and MOBILE MINI, INC., a Delaware corporation, (a) the
terms Certificated Security, Chattel Paper, Commercial Tort Claims, Deposit
Account, Document, Electronic Chattel Paper, Financial Asset, Fixture, General
Intangibles, Goods, Instruments, Inventory, Investment Property,
Letter-of-Credit Right, Payment Intangibles, Proceeds, Security, Security
Entitlement, Software, Supporting Obligations and Tangible Chattel Paper and
Uncertificated Security have the respective meanings assigned thereto under the
UCC (as defined below); (b) all terms indicating Collateral having the meanings
assigned thereto under the UCC shall be deemed to mean such Property, whether
now owned or hereafter created or acquired by Borrower or any Guarantor or in
which Borrower or any Guarantor now has or hereafter acquires any interest; (c)
capitalized terms which are not otherwise defined have the respective meanings
assigned thereto in said Second Amended and Restated Loan and Security
Agreement; and (d) the following terms shall have the following meanings (terms
defined in the singular to have the same meaning when used in the plural and
vice versa):

          "Account Debtor" - any Person who is or may become obligated on or
under or on account of any Account, Contract Right, Chattel Paper or General
Intangible.

          "Account" - the meaning assigned under the UCC and all rights to
payments under leases and Chattel Paper.

          "Acquisition" - (i) the acquisition by Borrower or any of its
Subsidiaries of all of the issued and outstanding Securities or other equity
interests of a Person, (ii) the acquisition by Borrower 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 Borrower or any of
its Subsidiaries with a Person other than a Person that was a Subsidiary of
Borrower or such Subsidiary immediately prior to such merger.

          "Affiliate" - a Person (other than a Subsidiary): (i) which directly
or indirectly through one or more intermediaries controls, or is controlled by,
or is under common control with, a Person; (ii) which beneficially owns or holds
15% or more of any class of the Voting Stock of a Person; or (iii) 15% or more
of the Voting Stock (or in the case of a Person which is not a corporation, 15%
or more of the equity interest) of which is beneficially owned or held by a
Person or a Subsidiary of a Person.

          "Aggregate Borrowing Base" - as at any date of determination thereof,
an amount equal to the least of:

          (i)  the Revolving Credit Maximum Amount;


                                       A-1



          (ii) the sum of (A) the amount calculated under clause (ii) of the
     definition of US Borrowing Base; plus (B) the amount calculated under
     clause (ii) of the definition of UK Borrowing Base (excluding from such
     calculation, subclause (A) thereof); or

          (iii) the amount permitted to be outstanding under this Agreement by
     the Senior Note Indenture.

          "Agent" - DB AG in its capacity as agent for the Lenders under the
Agreement and its successors and assigns, including any successor in that
capacity appointed pursuant to Section 10.11.

          "Agreement" - the Second Amended and Restated Loan and Security
Agreement referred to in the first sentence of this Appendix A, all Exhibits and
Schedules thereto and this Appendix A, as each of the same may be amended or
otherwise modified from time to time.

          "Applicable Law" - all laws, rules and regulations applicable to the
Person, conduct, transaction, covenant, Loan 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.

          "Applicable Margin" - initially, the percentages set forth below with
respect to the Base Rate Portion and the LIBOR Portion:

                 
Base Rate Portion   (0.25)%
LIBOR Portion        1.50%



The percentages set forth above will be adjusted on the first day of the month
following receipt by Agent from Borrower of the financial statements required to
be delivered pursuant to Subsection 7.1.3(iii) of the Agreement for each fiscal
quarter ended on the last day of March, June, September and December during the
Term (each such date an "Adjustment Date"), effective prospectively, by
reference to the Debt Ratio for the four quarters most recently ended in
accordance with the following:



        Debt Ratio           Base Rate Portion   LIBOR Portion
        ----------           -----------------   -------------
                                           
> or = 5.00:1                      0.25%             2.00%
> or = 4.00:1 but < 5.00:1            0%             1.75%
> or = 3.00:1 but < 4.00:1        (0.25)%            1.50%
< 3.00:1                          (0.25)%            1.25%



                                       A-2



provided that, (i) until the Adjustment Date following the fiscal quarter ended
June 30, 2006, the Applicable Margin shall not be less than (0.25)% for the Base
Rate Portion and 1.50% for the LIBOR Portion of the Loans, (ii) if Borrower's
audited financial statements for any fiscal year delivered pursuant to
Subsection 7.1.3(i) of the Agreement reflect a Debt Ratio that yields a
different Applicable Margin than that yielded by the quarterly financial
statements previously delivered pursuant to Subsection 7.1.3(iii) of the
Agreement for the last quarter of such fiscal year, the Applicable Margin shall
be readjusted retroactive to the preceding Adjustment Date and (iii) if Borrower
fails to deliver the financial statements required to be delivered pursuant to
Subsection 7.1.3(i) or Subsection 7.1.3(iii) of the Agreement on or before the
due date thereof, the interest rate shall automatically adjust to the highest
interest rate set forth above, effective prospectively from such due date until
the next Adjustment Date.

          "Appraiser" - an appraiser employed by Agent or an independent third
party appraiser engaged by Agent, at Borrower's expense.

          "Approved Fund" - any Person (other than a natural person) that (a) is
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business,
(b) has the ability to fund revolving bank loans (including the Loans) in the
ordinary course of its business on the terms and conditions set forth in the
Loan Documents to the extent it is purchasing a Revolving Loan Commitment, and
(c) is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or
(iii) an entity or an Affiliate of an entity that administers or manages a
Lender.

          "Arranger" - each of Deutsche Bank Securities Inc. and Bank of America
Securities LLC and collectively, the "Arrangers".

          "Availability" - the amount of additional money which Borrower is
entitled to borrow from time to time as US Revolving Credit Loans, such amount
being the difference derived when the sum of the principal amount of US
Revolving Credit Loans then outstanding (including any amounts which Agent or
any Lender may have paid for the account of Borrower pursuant to any of the Loan
Documents and which have not been reimbursed by Borrower), the LC Amount and all
unpaid LC Obligations subtracted from the US Borrowing Base. If the amount
outstanding is equal to or greater than the US Borrowing Base, Availability is
zero (0).

          "Bank" - means Deutsche Bank AG, New York Branch.

          "Banking Products" means each and any of the following bank services
provided to any Credit Party 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, return items, overdrafts and interstate depository
network services).

          "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


                                       A-3



and modifications thereof and substitutions therefor) in connection with Banking
Products of which the Agent has received written notice.

          "Base Rate" - with respect to all Obligations denominated in US
Dollars, the rate of interest announced or quoted by Bank from time to time as
its prime rate for commercial loans, whether or not such rate is the lowest rate
charged by Bank to its most preferred borrowers; and, if such prime rate for
commercial loans is discontinued by Bank as a standard, a comparable reference
rate designated by Bank as a substitute therefore shall be the Base Rate.

          "Base Rate Advance" - any Revolving Credit Loan bearing interest
computed by reference to the Base Rate.

          "Base Rate Portion" - that portion of the Revolving Credit Loans that
is subject to interest computed by reference to the Base Rate.

          "Borrower" - Mobile Mini, Inc., a Delaware corporation with its chief
executive office and principal place of business at 7420 South Kyrene Road,
Suite 101, Tempe, Arizona 85283.

          "Borrowing Base Certificate" - a certificate by a senior financial
officer of Borrower, substantially in the form of Exhibit 7.1.4 (or another form
acceptable to Agent) setting forth the calculation of the US Borrowing Base and
the UK Borrowing Base, including a calculation of each component thereof, all in
such detail as shall be satisfactory to Agent. All calculations of the US
Borrowing Base and the UK Borrowing Base in connection with the preparation of
any Borrowing Base Certificate shall originally be made by Borrower and
certified to Agent; provided, that Agent shall have the right to review and
adjust, in the exercise of its reasonable credit judgment, any such calculation
after giving notice thereof to Borrower, (1) to reflect its reasonable estimate
of declines in value of any of the Collateral described therein, and (2) to the
extent that such calculation is not in accordance with this Agreement.

          "Business Day" - (i) when used with respect to the LIBOR option, shall
mean a day on which dealings may be effected in deposits of US Dollars in the
London interbank foreign currency deposits market and on which Bank is
conducting and other banks may conduct business in London, England, in the State
of New York and (ii) when used with respect to any other provision of the
Agreement, any day excluding Saturday, Sunday and any day which is a legal
holiday under the laws of the State of New York or is a day on which banking
institutions located in such state are closed.

          "Canadian Borrower" - means a Subsidiary of Borrower with operations
in Canada approved by Agent in its discretion.

          "Canadian Dollars" or "CA$"- lawful money of Canada.

          "Capital Expenditures" - expenditures made or liabilities incurred for
the acquisition of any fixed assets (including but not limited to containers) or
improvements,


                                       A-4



replacements, 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" - any Indebtedness represented by
obligations under a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP.

          "Cash Equivalents" - means either of the following, so long as the
same are maintained in accounts in which Agent has a perfected security
interest: (i) securities issued, guarantied or insured by the United States or
any of its agencies and having maturities of not more than one year; and (ii)
certificates of deposit having maturities of not more than one year issued by
Agent, any Lender or by a U.S. federal or state chartered commercial bank of
recognized standing whose capital and unimpaired surplus is in excess of
US$100,000,000 and whose short-term commercial paper rating, or that of its
parent holding company, is at least A-2 or the equivalent by Standard & Poor's
Corporation and at least P-2 or the equivalent by Moody's Investors Services,
Inc.

          "Casualty Loss" - (i) the loss, damage, or destruction of any asset
owned or used by Borrower 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.

          "Certificate of Title" - 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 of Control" - either: (i) other than members of management as
of the Restatement Date, 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 Restatement Date is or becomes a "beneficial owner" (as defined in Rule
13d-3 under such Act), directly or indirectly, of Securities of Borrower
representing 15% or more of the combined voting power of Borrower's
then-outstanding Securities; or (ii) the existing directors for any reason cease
to constitute 75% of Borrower's Board of Directors or (iii) any Guarantor ceases
to be a wholly-owned Subsidiary of Borrower, except as expressly permitted by
the Loan Documents; or (iv) a "Change of Control" (as defined in the Senior Note
Indenture) occurs. For purposes of this definition, "existing directors" means
(x) individuals constituting Borrower's Board of Directors on the Restatement
Date, and (y) any subsequent director whose election by the Board of Directors
or nomination for election by Borrower's shareholders was approved by a vote of
at least 75% of the directors then in office which directors either were
directors on the Restatement Date or whose election or nomination for election
was previously so approved.

          "Collateral" - all of the Property and interests in Property described
in Section 4 of the Agreement, and all other Property and interests in Property
that now or


                                       A-5



hereafter secure the payment and performance of any of the Obligations or any
Guaranty Agreement.

          "Collateral Access Agreement" - any landlord waivers, mortgagee
waivers, bailee letters or any similar acknowledgment agreements of any
warehouseman or processor in possession of Inventory, in form and substance
approved by Agent.

          "Commitment Increase" - as defined in Subsection 11.17.1 of the
Agreement.

          "Commitment Increase Effective Date" - as defined in Subsection
11.17.1 of the Agreement.

          "Computation Date" - the date on which the Equivalent Amount of any
currency is determined.

          "Computer Hardware and Software" - all rights (including rights as
licensee and lessee) with respect to (i) computer and other electronic data
processing hardware, including all integrated computer systems, central
processing units, memory units, display terminals, printers, computer elements,
card readers, tape drives, hard and soft disk drives, cables, electrical supply
hardware, generators, power equalizers, accessories, peripheral devices and
other related computer hardware; (ii) all Software and all software programs
designed for use on the computers and electronic data processing hardware
described in clause (i) above, including all operating system software,
utilities and application programs in any form (source code and object code in
magnetic tape, disk or hard copy format or any other listings whatsoever); (iii)
any firmware associated with any of the foregoing; and (iv) any documentation
for hardware, Software and firmware described in clauses (i), (ii) and (iii)
above, including flow charts, logic diagrams, manuals, specifications, training
materials, charts and pseudo codes.

          "Consolidated" - the consolidation in accordance with GAAP of the
accounts or other items as to which such term applies.

          "Consolidated EBITDA" - for a period, the Consolidated net income of
Borrower and its Subsidiaries (excluding (a) extraordinary gains, (b) non-cash
extraordinary losses and (c) debt restructuring costs arising from payment of
termination costs of Derivative Obligations that were entered into in connection
with the Existing Loan Agreement and from the write-off of fees and expenses in
connection with the initial funding under the Existing Loan Agreement) for the
period 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 and (iii) plus or minus any other non-cash charges which
have been subtracted or added in calculating Consolidated net income. 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 and any Asset Sale specifically permitted pursuant to
Subsection 7.2.5 (iv) or (v) 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 Borrower shall have delivered to


                                       A-6



Agent audited financial statements for such period for the Person or assets
acquired or if consented to by Agent, other reasonably acceptable financial
statements or other supporting documentation.

          "Consolidated Net Cash Flow" - 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 Borrower to a Credit Party).

          "Container Fleet Inventory" - new and used manufactured or
remanufactured portable and ISO containers and portable mobile offices held by
Borrower or another Credit Party for intended lease or rental by Borrower and
its Subsidiaries to third parties.

          "Contingent Obligation" - any direct, indirect, contingent or
non-contingent guaranty or obligation for the Indebtedness of another, except
endorsements in the ordinary course of business.

          "Contract Right" - any right to payment under a contract for the sale
or lease of goods or the rendering of services, which right is at the time not
yet earned by performance.

          "Controlled Foreign Corporation" shall mean "controlled foreign
corporation" as defined in the Internal Revenue Code.

          "Credit Party" - Borrower, each UK Borrower and each Guarantor.

          "Debt Ratio" - 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" - an event or condition the occurrence of which would, with
the lapse of time or the giving of notice, or both, become an Event of Default.

          "Default Rate" - as defined in Subsection 2.1.2 of the Agreement.

          "Derivative Obligations" - 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.

          "Domestic Subsidiary" - any Subsidiary of Borrower formed or organized
under the laws of a state of the United States.

          "Dominion Account" - a special bank account or accounts of Agent
established by any Credit Party pursuant to Subsection 5.2.4 of the Agreement at
a bank selected by Borrower, but acceptable to Agent in its reasonable
discretion, and over which Agent shall have sole and exclusive access and
control for withdrawal purposes.


                                      A-7



          "Eligible Account" - an Account of Borrower or another Credit Party
arising in the ordinary course of the business of Borrower or such Credit Party
from the sale of goods, the lease of goods or rendition of services which Agent,
in its reasonable credit judgment, deems to be an Eligible Account less all
returns, rebates, discounts (which may at 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.
Without limiting the generality of the foregoing, unless otherwise approved in
writing by Agent, no Account shall be an Eligible Account if:

               (i) it arises out of a sale made or services rendered by Borrower
     or a Credit Party to a Subsidiary of Borrower or an Affiliate of Borrower
     or to a Person controlled by an Affiliate of Borrower; or

               (ii) it is an Account that has payment terms longer than 45 days
     from the date of invoice; provided, however, that US$200,000 may be
     considered Eligible Accounts with payment terms longer than 45 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

               (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 with respect to such Account has been breached; or

               (vi) the Account Debtor is also a creditor or supplier of
     Borrower or any Subsidiary of Borrower, 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
     Borrower or any Subsidiary of Borrower, 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

               (vii) the Account Debtor has commenced a voluntary case under the
     federal bankruptcy laws, as now constituted or hereafter amended, 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, reorganization or insolvency laws, as now constituted
     or hereafter amended, or any other petition or other application for relief
     under the federal or other similar bankruptcy reorganization or insolvency
     laws of any jurisdiction, as now constituted or hereafter amended, has been
     filed against the Account Debtor, or if the Account Debtor has failed,
     suspended business, ceased to be Solvent, or consented to or suffered a
     receiver, trustee,


                                       A-8



     liquidator or custodian to be appointed for it or for all or a significant
     portion of its assets or affairs; or

               (viii) it arises from a sale made or services rendered to an
     Account Debtor outside the United States, unless the sale is either (1) 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 (2) on letter of credit,
     guaranty or acceptance terms, in each case acceptable to Agent in its
     reasonable credit judgment; or

               (ix) (1) it arises from a sale to the Account Debtor on a
     bill-and-hold or consignment basis; or (2) it is subject to a reserve
     established by Borrower 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 Borrower or any such Guarantor, as applicable, assigns its
     right to payment of such Account to Agent, in a manner satisfactory to
     Agent, in its reasonable credit judgment, so as to comply with the
     Assignment of Claims Act of 1940 (31 U.S.C. Section 203 et seq., as
     amended) or complies with any similar applicable state or local law as
     Agent may require; or

               (xi) it is not at all times subject to 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 Borrower or the applicable
     Credit 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) Borrower or a Subsidiary of Borrower 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; provided that Agent may, in its sole
     discretion, reduce such percentage to a lesser percentage, but not below
     25%; 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


                                       A-9



               (xvii) the Account evidences a lease to an Account Debtor that is
     an individual and the aggregate amount of such Accounts included as
     Eligible Accounts hereunder equals or exceeds US$750,000; or

               (xvii) the Account evidences a sale to an Account Debtor that is
     an individual; 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 US$1,000,000.

          "Eligible Assignee" - means (a) a Person that is an original signatory
to this Agreement or any Affiliate thereof; (b) an Approved Fund; (c) a
commercial bank organized under the laws of the United States or any state that
has total assets in excess of $2 billion (or the foreign currency equivalent
thereof) and that is acceptable to Agent; and any other Person (except Borrower
or a Guarantor, or an Affiliate of either) approved by Agent; provided, with
respect to any prospective Lender, that such Person has the ability to fund
revolving bank loans (including the Loans) in the ordinary course of its
business on the terms and conditions set forth in the Loan Documents.

          "Eligible Container Fleet Inventory" - Eligible Goods Inventory of
Borrower and the other Credit Parties consisting of Container Fleet Inventory,
valued at the lower of Borrower's and its Subsidiaries' 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 Borrower's
cost or sales invoice price.

          "Eligible Container Inventory Held For Sale" - Eligible Goods
Inventory of Borrower and the other Credit Parties consisting of (a) new and
used manufactured or remanufactured portable and ISO containers and portable
mobile offices held by Borrower or a Credit Party for intended sale to third
parties and (b) containers used by Borrower or the Credit Parties, containers
temporarily out of service and otherwise unrefurbished ISO units, whether or not
held for sale, each of which containers in clauses (a) and (b) shall be valued
at the lower of cost or orderly liquidation value; provided, that if any such
containers have not been appraised, containers manufactured by Borrower shall be
valued at cost and all other containers shall be valued at the lower of cost or
the orderly liquidation value equivalent percentage established by the most
recent appraisal for that particular type or category of Inventory, and (c)
custom containers and ISO containers that have been pre-sold, which shall be
valued at the lower of cost or the sales invoice price.

          "Eligible Goods Inventory" - Inventory of Borrower and the Credit
Parties which Agent, in its reasonable credit judgment, deems to be Eligible
Goods Inventory. In determining the amount to be so included, Eligible Goods
Inventory shall be valued at the lower of 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 Borrower's cost or sales invoice
price. Unless otherwise approved in writing by Agent, no Inventory shall be
deemed Eligible Goods Inventory if:


                                      A-10



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

               (b) it is not located in (i) for the US Borrowing Base, the
     United States or Canada, or (ii) for the UK Borrowing Base, the United
     Kingdom; or

               (c) it (i) is not subject to valid, current rental or lease
     agreements between Borrower or a Credit Party and the renters or lessees
     thereof or (ii) if not leased, is not located on property owned or leased
     by Borrower or a Credit Party or is not located in a contract warehouse,
     subject to a Collateral Access Agreement executed by the mortgagee, the
     lessor or the contract warehouseman, as the case may be, and segregated or
     otherwise separately identifiable from goods of others, if any, stored on
     the premises; provided however, that Inventory located on property not
     subject to a Collateral Access Agreement may be deemed Eligible Goods
     Inventory at the discretion of the Agent, subject to the implementation of
     a rent reserve in an amount determined by the Agent, in its sole
     discretion; or

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

               (e) it consists of goods returned or rejected by Borrower or a
     Subsidiary's or Affiliate's customers or goods in transit to third parties
     (other than to warehouse sites covered by a Collateral Access Agreement);
     or

               (f) 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 Loan Documents; or

               (g) 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

               (h) Inventory which is located on a Credit Party's premises and
     is being repaired; or

               (i) Inventory which can not be located at the time of Borrower's
     physical inventory; or

               (j) it is Eligible Raw Materials Inventory or Eligible Machinery
     and Equipment.

          "Eligible Inventory" - Eligible Goods Inventory and Eligible Raw
Materials Inventory.

          "Eligible Machinery and Equipment" - Equipment of Borrower or a Credit
Party which Agent, in its reasonable credit judgment, deems to be Eligible
Machinery and


                                      A-11



Equipment. Without limiting the generality of the foregoing,
unless otherwise approved in writing by Agent, no Equipment shall be deemed
Eligible Machinery and Equipment if:

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

               (b) it is not located in (i) for the US Borrowing Base, the
     United States or Canada, or (ii) for the UK Borrowing Base, the United
     Kingdom; or

               (c) it is not located on property owned or leased by Borrower or
     a Credit Party subject to a Collateral Access Agreement executed by the
     lessor; provided however, that Equipment located on property not subject to
     a Collateral Access Agreement may be deemed Eligible Machinery and
     Equipment at the discretion of the Agent, subject to the implementation of
     a rent reserve in an amount determined by the Agent, in its sole
     discretion; or

               (d) it is not subject to a valid and perfected first priority
     Lien in favor of 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; or

               (e) it is not of a like kind or type of Equipment that has been
     appraised and it has not been appraised by the Appraiser with an appraisal
     in form and substance satisfactory to Agent and reasonably satisfactory to
     Majority Lenders.

          "Eligible Other Raw Materials Component Inventory" - Eligible Raw
Materials Inventory, valued at Borrowers' cost, of Borrower or a Credit Party
purchased from third parties consisting of plumbing, drywall, electrical
components, insulation materials, HVAC materials, doors and windows, and
fasteners, and located on the Restatement Date or thereafter at Borrower's
Maricopa facility or such other facility of Borrower or a Credit Party as to
which Borrower implements a perpetual inventory accounting system comparable to
that of the Maricopa facility.

          "Eligible Primary Raw Materials Inventory" - Eligible Raw Materials
Inventory, valued at Borrowers' cost (except for fiscal year end calculations
where the value will be the lower of Borrower's cost or market), of Borrower or
a Credit Party consisting of steel, lumber, plywood and paint, and located on
the Restatement Date or thereafter at Borrower's Maricopa facility or such other
facility of Borrower or a Credit Party as to which Borrower implements a
perpetual inventory accounting system comparable to that of the Maricopa
facility.

          "Eligible Raw Materials Inventory" - Eligible Primary Raw Materials
Inventory or Eligible Other Raw Materials Inventory which Agent, in its
reasonable credit judgment, deems to be Eligible Raw Materials Inventory.
Without limiting the generality of the foregoing, unless otherwise approved in
writing by Agent, no Inventory shall be deemed Eligible Raw Materials Inventory
if:

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


                                      A-12



               (b) it is not located in (i) for the US Borrowing Base, the
     United States or Canada, or (ii) for the UK Borrowing Base, the United
     Kingdom; or

               (c) it is not located on property owned or leased by Borrower or
     a Credit Party or in a contract warehouse, subject to a Collateral Access
     Agreement executed by the lessor or the contract warehouseman, as the case
     may be, and segregated or otherwise separately identifiable from goods of
     others, if any, stored on the premises; provided however, that Inventory
     located on property not subject to a Collateral Access Agreement may be
     deemed Eligible Primary Raw Materials Inventory or Eligible Other Raw
     Materials Inventory at the discretion of the Agent, subject to the
     implementation of a rent reserve in an amount determined by the Agent, in
     its sole discretion; or

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

               (e) it is goods returned or rejected by Borrower or a Credit
     Party's customers or goods in transit to third parties (other than to
     warehouse sites covered by a Collateral Access Agreement); or

               (f) 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

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

               (h) it is Inventory being repaired at Borrower's or any other
     Credit Party's facility.

          "Eligible Trailer Fleet Inventory" - 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 UK Account" - an Eligible Account of UK Borrower or another
UK Credit Party.

          "Eligible UK Container Fleet Inventory" - Eligible Container Fleet
Inventory of UK Borrower or another UK Credit Party.

          "Eligible UK Goods Inventory" - Eligible Goods Inventory of UK
Borrower or another UK Credit Party.

          "Eligible UK Inventory" - Eligible UK Goods Inventory and Eligible UK
Raw Materials Inventory.


                                      A-13



          "Eligible UK Raw Materials Inventory" - Eligible Raw Materials
Inventory of UK Borrower or another UK Credit Party.

          "Eligible UK Trailer Fleet Inventory" - Eligible Trailer Fleet
Inventory of UK Borrower or another UK Credit Party.

          "Eligible US Account" - an Eligible Account of Borrower or another US
Credit Party.

          "Eligible US Container Fleet Inventory" - Eligible Container Fleet
Inventory of Borrower or another US Credit Party.

          "Eligible US Container Inventory Held For Sale" - Eligible Container
Inventory Held For Sale of Borrower or another US Credit Party.

          "Eligible US Goods Inventory" - Eligible Goods Inventory of Borrower
or another US Credit Party.

          "Eligible US Inventory" - Eligible US Goods Inventory and Eligible US
Raw Materials Inventory.

          "Eligible US Machinery and Equipment" - Eligible Machinery and
Equipment of Borrower or another US Credit Party.

          "Eligible US Other Raw Materials Component Inventory" - Eligible Other
Raw Materials Component Inventory of Borrower or another US Credit Party.

          "Eligible US Primary Raw Materials Inventory" - Eligible Primary Raw
Materials Inventory of Borrower or another US Credit Party.

          "Eligible US Raw Materials Inventory" - Eligible Raw Materials
Inventory of Borrower or another US Credit Party.

          "Eligible US Trailer Fleet Inventory" - Eligible Trailer Fleet
Inventory of Borrower or another US Credit Party.

          "Eligible US Work-In-Process Container Inventory" - Eligible
Work-In-Process Container Inventory of Borrower or another US Credit Party.

          "Eligible Work-In-Process Container Inventory" - Eligible Goods
Inventory, valued at cost, 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 and which
are located on the Restatement Date or thereafter at Borrower's Maricopa
facility or at such other facility of Borrower or a Guarantor as to which
Borrower and the Guarantors implement after the Restatement Date a perpetual
inventory accounting system comparable to that of the Maricopa facility.


                                      A-14



          "Environmental Laws" - all federal, state and local laws, rules,
regulations, ordinances, orders and consent decrees relating to pollution or the
protection of the environment.

          "Equipment" - all machinery, apparatus, equipment, fittings,
furniture, fixtures, motor vehicles and other tangible personal Property (other
than Inventory) of every kind and description used in the operations of Borrower
or any of its Subsidiaries or Affiliates or owned by Borrower or any of its
Subsidiaries or Affiliates or in which Borrower or any of its Subsidiaries or
Affiliates has an interest, whether now owned or hereafter acquired by 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.

          "Equivalent Amount" - (i) whenever this Agreement requires or permits
a determination on any date of the equivalent amount in US Dollars of an amount
expressed in Pounds Sterling, the equivalent amount in US Dollars of such amount
expressed in Pounds Sterling as determined by Agent on such date on the basis of
the Spot Rate for the purchase of US Dollars with Pounds Sterling on the
relevant Computation Date provided for hereunder; or (ii) whenever this
Agreement requires or permits a determination on any date of the equivalent
amount in Pounds Sterling of an amount expressed in US Dollars, the equivalent
amount in Pounds Sterling of such amount expressed in US Dollars as determined
by Agent on such date on the basis of the Spot Rate for the purchase of Pounds
Sterling with Dollars on the relevant Computation Date provided for hereunder.

          "ERISA" - the Employee Retirement Income Security Act of 1974, as
amended, and all rules and regulations from time to time promulgated thereunder.

          "Event of Default" -as defined in Section 9.1 of the Agreement.

          "Existing Loan Agreement" - as defined in the recitals to the
Agreement.

          "Facility Utilization" - the outstanding principal balance of the
Revolving Credit Loans and Swing Line Loans plus the L/C Amount.

          "Fee Letter" - as defined in Section 2.3 of the Agreement.

          "Fixed Charge Coverage Ratio" - 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) 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 Credit Loans) made during the four fiscal
quarters ending on such date.

          "Funded Debt" - means, without duplication, (i) Indebtedness arising
from the lending of money by any Person to Borrower or any of its Subsidiaries;
(ii) Indebtedness, whether or not in any such case arising from the lending by
any Person of money to Borrower 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


                                      A-15



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 Borrower or
any of its Subsidiaries under any guaranty of obligations that would constitute
Funded Debt under clauses (i) through (iii) hereof, if owed directly by Borrower
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 Subsection 7.2.2(g) incurred to
finance insurance premiums.

          "Funded Pounds Sterling Participation" - with respect to any
Participating Pounds Lender relating to Pounds Sterling Revolving Credit Loans
funded by DB AG, (i) the aggregate amount paid by such Participating Pounds
Lender to DB AG pursuant to Subsection 3.13.2 of the Agreement in respect of
such Participating Pounds Lender's participation in the principal amount of UK
Revolving Credit Loans funded by DB AG minus (ii) the aggregate amount paid to
such Participating Pounds Lender by DB AG pursuant to Subsection 3.13.2 of the
Agreement in respect of its participation in the principal amount of UK
Revolving Credit Loans funded by DB AG, excluding in each case any payments made
in respect of interest accrued on the UK Revolving Credit Loans funded by DB AG.
DB AG's Funded Pounds Sterling Participation in any UK Revolving Credit Loans
funded by DB AG shall be equal to the outstanding principal amount of such UK
Revolving Credit Loans minus the total Funded Pounds Sterling Participation of
all other Lenders therein.

          "Guarantors" - each US Guarantor and each UK Guarantor.

          "Guaranty Agreements" - the Guaranty executed on the Original Closing
Date by each Subsidiary of Borrower and reaffirmed on the Restatement Date, in
form and substance satisfactory to Agent, together with each other guaranty
hereafter executed by any Guarantor.

          "Increasing Lender" - as defined in Subsection 11.17.1 of the
Agreement.

          "Indebtedness" - (a) indebtedness for borrowed money or for the
deferred purchase price of property or services (other than trade liabilities
incurred in the ordinary course of business and payable in accordance with
customary practices), whether on open account or evidenced by a note, bond,
debenture or similar instrument, (b) Capitalized Lease Obligations, (c)
reimbursement obligations for letters of credit, banker's acceptances or other
credit accommodations, (d) Derivative Obligations, as determined by Agent, (e)
Contingent Obligations and (f) obligations secured by any Lien on that Person's
property, even if that Person has not assumed such obligations.

          "Indemnified Taxes" - all Taxes other than (i) Taxes imposed on, or
measured by net income or overall gross receipts, and (ii) franchise taxes.

          "Insolvency Proceeding" - any action, case or proceeding commenced by
or against a Person, or any agreement of such Person, for (a) the entry of an
order for relief under any chapter of the Bankruptcy Code or other insolvency or
debt adjustment law (whether state, federal or foreign), (b) the appointment of
a receiver, trustee, liquidator or


                                      A-16



other custodian for such Person or any part of its Property, (c) an assignment
or trust mortgage for the benefit of creditors of such Person, or (d) the
liquidation, dissolution or winding up of the affairs of such Person.

          "Intellectual Property" - all past, present and future: trade secrets,
know-how and other proprietary information; trademarks, internet domain names,
service marks, trade dress, trade names, business names, designs, logos, slogans
(and all translations, adaptations, derivations and combinations of the
foregoing) indicia and other source and/or business identifiers, and the
goodwill of the business relating thereto and all registrations or applications
for registrations which have heretofore been or may hereafter be issued thereon
throughout the world; copyrights (including copyrights for computer programs)
and copyright registrations or applications for registrations which have
heretofore been or may hereafter be issued throughout the world and all tangible
property embodying the copyrights, unpatented inventions (whether or not
patentable); patent applications and patents; industrial design applications and
registered industrial designs; license agreements related to any of the
foregoing and income therefrom; books, records, writings, computer tapes or
disks, flow diagrams, specification sheets, computer software, source codes,
object codes, executable code, data, databases and other physical
manifestations, embodiments or incorporations of any of the foregoing; the right
to sue for all past, present and future infringements of any of the foregoing;
all other intellectual property; and all common law and other rights throughout
the world in and to all of the foregoing.

          "Interest Expense" - the consolidated expense of Borrower 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 capital lease obligation.

          "Interest Period" - as applicable to any LIBOR Advance, a period
commencing on the date a LIBOR Advance is made, and ending on the date which is
one (1) month, two (2) months, three (3) months, six (6) months, or if available
to all Lenders, nine (9) months later, as may then be requested by Borrower;
provided that (i) any Interest Period which would otherwise end on a day which
is not a Business Day shall end in the next preceding or succeeding Business Day
as is Agent's custom in the market to which such LIBOR Advance relates; and (ii)
there remains a minimum of one (1) month, two (2) months, three (3) months, six
(6) months or nine (9) months (depending upon which Interest Period Borrower
selects) in the Term.

          "Internal Revenue Code" - the Internal Revenue Code of 1986, as
amended, and all rules and regulations from time to time promulgated thereunder.

          "Investment" - 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


                                      A-17



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.

          "IP Security Agreement" - a security agreement executed by Borrower or
any other Credit Party granting to Agent, for the benefit of the Lenders, a Lien
on Intellectual Property.

          "LC Amount" - at any time, the aggregate undrawn face amount of all
Letters of Credit and LC Guaranties then outstanding.

          "LC Guaranty" - any guaranty pursuant to which Agent or any Affiliate
of Agent shall guaranty the payment or performance by Borrower of its
reimbursement obligation under any letter of credit.

          "LC Issuer" - means any Lender which is an issuer of a Letter of
Credit hereunder in accordance with the terms hereof.

          "LC Obligations" - any Obligations that arise from any draw against
any Letter of Credit or against any letter of credit supported by an LC
Guaranty.

          "Legal Requirement" - any requirement imposed upon Agent or any Lender
by any law of the United States of America or the United Kingdom or Canada or by
any regulation, order, interpretation, ruling or official directive (whether or
not having the force of law) of the Federal Reserve Board, the Bank of England
or any other board, central bank or governmental or administrative agency,
institution or authority of the United States of America, the United Kingdom,
Canada or any political subdivision of either thereof.

          "Lenders" - DB AG in its capacity as lender and any other financial
institution which is or becomes a party to this Agreement as a lender.

          "Letter of Credit" - any standby or documentary letter of credit
issued by an LC Issuer for the account of Borrower.

          "LIBOR" - 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 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 Eurodollar
Business Days prior to the first day of such Interest Period or if such rate is
not then quoted, the arithmetic average as determined by 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 Rate Loan having a
maturity approximately equal to such Interest Period are offered to four (4)
reference banks to be selected by Agent in the London interbank market, at
approximately 11:00 a.m. (London time) two Eurodollar Business Days prior to the
first day of such Interest Period.

          "LIBOR Advance" - any Loan bearing interest computed by reference to
the LIBOR.


                                      A-18



          "LIBOR Interest Payment Date" - the last day of each Interest Period,
in the case of any Interest Period of six (6) months, the 90th day of such
Interest Period, and in the case of any Interest Period of nine (9) months, the
90th and 180th days of such Interest Period.

          "LIBOR Portion" - that portion of the Revolving Credit Loans that is
subject to interest computed by reference to the LIBOR.

          "Lien" - any interest in Property securing an obligation owed to, or a
claim by, a Person other than the owner of the Property, whether such interest
is based on common law, statute or contract. The term "Lien" shall also include
rights of seller under conditional sales contracts or title retention
agreements, reservations, exceptions, encroachments, easements, rights-of-way,
covenants, conditions, restrictions, leases and other title exceptions and
encumbrances affecting Property. For the purpose of the Agreement, Borrower or
any other Credit Party, as applicable, shall be deemed to be the owner of any
Property which it has acquired or holds subject to a conditional sale agreement
or other arrangement pursuant to which title to the Property has been retained
by or vested in some other Person for security purposes.

          "Liquidity Event" - means, at any time, Availability at such time is
less than the greater of (a) US$35,000,000 or (b) the Revolving Credit Maximum
Amount multiplied by ten percent (10%).

          "Loan Account" - the loan account established on the books of Agent
pursuant to Section 3.6 of the Agreement.

          "Loan Documents" - the Agreement, the Other Agreements and the
Security Documents.

          "Loans" - all loans and advances of any kind made by Agent or any
Lender (or by any affiliate of DB AG) pursuant to the Agreement.

          "London Banking Day" - any date on which commercial banks are open for
business in London, England.

          "Majority Lenders" - as of any date, Lenders holding 51% of the
Revolving Loan Commitments determined on a combined basis and following the
termination of the Revolving Loan Commitments, Lenders holding 51% or more of
the outstanding Loans, LC Amounts and LC Obligations not yet reimbursed by
Borrower or funded with a Revolving Credit Loan; provided, that (i) in each
case, if there are 2 or more Lenders with outstanding Loans, LC Amounts,
unfunded and unreimbursed LC Obligations or Revolving Loan Commitments, at least
2 Lenders shall be required to constitute Majority Lenders; and (ii) prior to
termination of the Revolving Loan Commitments, if any Lender breaches its
obligation to fund any requested Revolving Credit Loan, for so long as such
breach exists, its voting rights hereunder shall be calculated with reference to
its outstanding Loans, LC Amounts and unfunded and unreimbursed LC Obligations,
rather than its Revolving Loan Commitment.


                                      A-19



          "Mandatory Redeemable Obligation" - an obligation of Borrower 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 Borrower or such
Subsidiary, or (c) upon the occurrence of a condition not solely within the
control of Borrower or such Subsidiary, such as a redemption required to be made
out of future earnings.

          "Master Assignment Agreement" - that certain Master Assignment and
Assumption Agreement dated as of the Restatement Date among certain of the Prior
Lenders, certain of the Lenders, Agent and Borrower.

          "Material Adverse Effect" - means (i) a material adverse effect on the
business, prospects, operations, results of operations, assets, liabilities or
condition (financial or otherwise) of Borrower and the other Credit Parties,
taken as a whole, (ii) the impairment of the ability of Borrower or any other
Credit Party to perform its obligations under the Loan Documents to which it is
a party or of 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 Agent or the Lenders would receive
(after giving consideration to delays in payment and costs of enforcement) in
the liquidation of such Collateral.

          "Mortgages" - All mortgages, deeds of trust and comparable documents
now or at any time hereafter securing the whole or any part of the Obligations.

          "Multiemployer Plan" - has the meaning set forth in Section 4001(a)(3)
of ERISA.

          "New Lenders" - as defined in Subsection 11.17.1 of the Agreement.

          "Obligations" - UK Obligations and US Obligations.

          "Organizational I.D. Number" - with respect to Borrower or any
Subsidiary of Borrower, the organizational identification number assigned to
Borrower or such Subsidiary by the applicable governmental unit or agency of the
jurisdiction of organization of Borrower or such Subsidiary.

          "Original Closing Date" - February 11, 2002.

          "Original Currency" - as defined in Subsection 3.14.1 of the
Agreement.

          "Other Agreements" - any and all agreements, instruments and documents
(other than the Agreement and the Security Documents), heretofore, now or
hereafter executed by Borrower, any Subsidiary of Borrower or any other third
party and delivered to Agent or any Lender in respect of the transactions
contemplated by the Agreement.

          "Other Currency" - as defined in Subsection 3.14.1 of the Agreement.


                                      A-20



          "Overadvance" - the amount, if any, by which the outstanding principal
amount of Revolving Credit Loans, plus the LC Amount, plus the amount of LC
Obligations that have not been reimbursed by Borrower or funded with a Revolving
Credit Loan, plus reserves, exceeds the Aggregate Borrowing Base.

          "Participating Pounds Lender" - as defined in Subsection 3.13.1 of the
Agreement.

          "Payment Conditions" means with respect to any Restricted Payment or
Acquisition, each of the following conditions shall be satisfied immediately
after giving effect to such Restricted Payment or Acquisition:

               (i) either (a) (x) the average daily Availability over the 90
     days prior to the making of such Restricted Payment or Acquisition is
     greater than US$70,000,000, (y) the Availability calculated on a pro forma
     basis before and after giving effect to such Restricted Payment or
     Acquisition shall be greater than US$70,000,000, and (z) after giving
     effect to such Restricted Payment or Acquisition and any Indebtedness
     incurred in connection therewith, Borrower shall be in compliance with the
     financial covenant set forth on Exhibit 7.3.2 (Debt Ratio) hereof on a pro
     forma basis (whether or not Section 7.3 hereof would then require
     compliance with such covenant); or (b) (x) the average Availability over
     the 90 days prior to the making of such Restricted Payment or Acquisition
     is greater than US$50,000,000, (y) the Availability calculated on a pro
     forma basis before and after giving effect to such Restricted Payment or
     Acquisition shall be greater than US$50,000,000, and (z) after giving
     effect to such Restricted Payment or Acquisition and any Indebtedness
     incurred in connection therewith, Borrower shall be in compliance with the
     financial covenants set forth on Exhibit 7.3.1 (Fixed Charge Coverage
     Ratio), Exhibit 7.3.2 (Debt Ratio) and Exhibit 7.3.3 (Minimum Utilization)
     hereof, each calculated on a pro forma basis (whether or not Section 7.3
     hereof would then require compliance with such covenant) for the most
     recently ended fiscal quarter for which the financial statements in Section
     7.1.3(iii) have been delivered to Agent; and

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

          "Permitted Acquisition" - an Acquisition permitted under Subsection
7.2.14 of the Agreement.

          "Permitted Liens" - any Lien of a kind specified in Subsection 7.2.3
of the Agreement.


                                      A-21



          "Person" - an individual, partnership, corporation, limited liability
company, joint stock company, land trust, business trust, or unincorporated
organization, or a government or agency or political subdivision thereof.

          "Plan" - an employee benefit plan now or hereafter maintained for
employees of Borrower or any of its Subsidiaries that is covered by Title IV of
ERISA.

          "Pledge Agreement" - the amended and restated pledge agreement
executed by Borrower and its Subsidiaries pledging to the Existing Agent, for
the benefit of the Lenders, all Securities owned by them, as reaffirmed on the
Restatement Date.

          "Pounds Sterling" or "(pound)" - lawful money of the United Kingdom.

          "Pounds Sterling Denominated Revolving Credit Loan" means any UK
Revolving Credit Loan or any US Revolving Credit Loan denominated in Pounds
Sterling.

          "Pounds Sterling Funding Capacity" - at any date of determination, for
any Lender, the ability of such Lender to fund Revolving Credit Loans
denominated in Pounds Sterling, as set forth in the records of Agent upon
notification from such Lender from time to time.

          "Pounds Sterling Participation" - as defined in Subsection 3.13.1 of
the Agreement.

          "Pounds Sterling Participation Fee" - as defined in Subsection 3.13.6
of the Agreement.

          "Pounds Sterling Participation Settlement" - as defined in Subsection
3.13.2(a) of the Agreement.

          "Pounds Sterling Participation Settlement Amount" - as defined in
Subsection 3.13.2(b) of the Agreement.

          "Pounds Sterling Participation Settlement Date" - as defined in
Subsection 3.13.2(a) of the Agreement.

          "Pounds Sterling Participation Settlement Period" - as defined in
Subsection 3.13.2(a) of the Agreement.

          "Prior Lenders" - as defined in the recitals to the Agreement.

          "Projections" - Borrower's forecasted Consolidated (i) balance sheets,
(ii) profit and loss statements, (iii) cash flow statements, and (iv)
stockholders' equity statements, all prepared on a consistent basis with the
historical financial statements of Borrower and its Subsidiaries, together with
appropriate supporting details and a statement of underlying assumptions.


                                      A-22



          "Property" - any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

          "PTR Scheme" - as defined in Subsection 3.10.3(f)(v) to the Agreement.

          "Purchase Money Liens and Leases" - a Lien upon fixed assets which
secures Indebtedness permitted under Subsection 7.2.2, but only if such Lien
shall at all times be confined solely to the fixed assets the purchase price of
which was financed through the incurrence of the purchase money Indebtedness
secured by such Lien.

          "Qualified Derivative Obligation" - any Derivative Obligation (i)
which is owing to Agent or any Affiliate of Agent or Bank; or (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 Subsection 7.1.12.

          "Qualifying Lender" - any Lender that is (i) a company resident in the
United Kingdom for United Kingdom tax purposes; (ii) a partnership each member
of which is (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; (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; (iv) a Treaty Lender; or (v)
beneficially entitled to interest payable to that Lender in respect of an
advance under a Loan Document and is (i) a bank (as defined for the purpose of
section 349 of the Taxes Act) making an advance under a Loan Document or (ii) a
Lender in respect of an advance made under a Loan Document by a person that was
a bank (as defined for the purpose of section 349 of the Taxes Act) at the time
that that advance was made and that (in either case) is within the charge to UK
corporation tax as respects any payments of interest made in respect of that
advance.

          "Reaffirmations" - the Borrower Reaffirmation and the Subsidiary
Reaffirmation executed and delivered on the Restatement Date.

          "Reportable Event" - any of the events set forth in Section 4043(b) of
ERISA.

          "Reserve Percentage" - the maximum aggregate reserve requirement
(including all basic, supplemental, marginal and other reserves) which is
imposed on member banks of the Federal Reserve System against "Eurocurrency
Liabilities" as defined in Regulation D.

          "Response Date" - as defined in Subsection 11.17.1 of the Agreement.

          "Restatement Date" - the date on which all of the conditions precedent
in Section 8 of the Agreement are satisfied or waived.


                                      A-23



          "Restricted Payment" - as defined in Subsection 7.2.6 of the
Agreement.

          "Revolving Credit Loan" - a Loan made by a Lender pursuant to Section
1 of the Agreement.

          "Revolving Credit Maximum Amount" - US$350,000,000, as such amount may
be reduced or later increased from time to time pursuant to the terms of the
Agreement.

          "Revolving Loan Commitment" - with respect to any Lender, the amount
of such Lender's Revolving Loan Commitment pursuant to Section 1 of the
Agreement, as set forth below such Lender's name on the signature page hereof or
in any agreement assigning such Revolving Loan Commitment, as the same may be
reduced or later increased from time to time pursuant to the terms of this
Agreement.

          "Revolving Loan Exposure" - the sum of (i) the US Revolving Loan
Exposure plus (ii) the UK Revolving Loan Exposure.

          "Revolving Loan Percentage" - with respect to each Lender, the
percentage equal to the quotient of such Lender's Revolving Loan Commitment
divided by the aggregate of all Revolving Loan Commitments, or if the Revolving
Loan Commitments have terminated, the percentage equal to the quotient of the
outstanding principal balance of the Revolving Credit Loans held by such Lender
divided by the aggregate of the outstanding principal balance of the Revolving
Credit Loans held by all Lenders..

          "Revolving Notes" - the Revolving Notes to be executed by Borrower on
or about the Restatement Date in favor of each Lender to evidence the Revolving
Credit Loans, which shall be in the form of Exhibit 1.1 to the Agreement,
together with any replacement or successor notes therefore.

          "Security" - all shares of stock, 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.

          "Security Documents" - the Guaranty Agreements, the Subsidiary
Security Agreements, the IP Security Agreements, the Pledge Agreement, the
Mortgages, the UK Security Documents and all other instruments and agreements
now or at any time hereafter securing the whole or any part of the Obligations
or any Guaranty thereof, including any joinder agreement pursuant to which any
Subsidiary or Affiliate of Borrower becomes a party to any other Security
Document.

          "Senior Note Documents" - the Senior Note Indenture, the Senior Notes
and all other agreements, instruments and documents delivered by Borrower or any
of its subsidiaries in connection therewith.

          "Senior Note Indenture" - the Indenture dated June 26, 2003 among the
Borrower, its Subsidiaries and Wells Fargo Bank Minnesota, N.A., as trustee.


                                      A-24



          "Senior Notes" - Borrower's senior unsecured notes in the aggregate
principal amount of US$150,000,000 due 2013 issued pursuant to the Senior Note
Indenture, and on terms and conditions satisfactory to the Lenders.

          "Solvent" - as to any Person, such Person (i) owns Property whose fair
saleable value is greater than the amount required to pay all of such Person's
Indebtedness (including contingent debts discounted based on the likelihood of
their having to be paid), (ii) is able to pay all of its Indebtedness as such
Indebtedness matures and (iii) has capital sufficient to carry on its business
and transactions and all business and transactions in which it is about to
engage.

          "Specified Real Property" - the four parcels of real property owned by
Borrower or Guarantor located at (i) 11755 Maricopa Industrial Parkway, Pinal
County, Arizona, (ii) 4010 South 36th Street, Phoenix, Arizona, (iii) 3550
Duncanville Road, Dallas, Texas, and (iv) 3926 S.W. 29th Street, Oklahoma City,
Oklahoma.

          "Spot Rate" - with respect to any currency, the rate quoted by Agent
as the spot rate for the purchase by 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.

          "Subsidiary" - any Person of which another Person owns, directly or
indirectly through one or more intermediaries, more than 50% of the Voting Stock
at the time of determination. For purposes of clarity, the term "Subsidiary"
shall include subsidiaries of Subsidiaries.

          "Subsidiary Security Agreement" - the security agreement executed by
Borrower's Subsidiaries and Affiliates in favor of the Existing Agent, for the
benefit of the Lenders, as reaffirmed on the Restatement Date.

          "Supermajority Lenders" - as of any date, Lenders holding more than
2/3 of the Revolving Loan Commitments determined on a combined basis and
following the termination of the Revolving Loan Commitments, Lenders holding
more than 2/3 of the outstanding Loans, LC Amounts and LC Obligations not yet
reimbursed by Borrower or funded with a Revolving Credit Loan; provided, that
(i) in each case, if there are 2 or more Lenders with outstanding Loans, LC
Amounts, unfunded and unreimbursed LC Obligations or Revolving Loan Commitments,
at least 2 Lenders shall be required to constitute Supermajority Lenders; and
(ii) prior to termination of the Revolving Loan Commitments, if any Lender
breaches its obligation to fund any requested Revolving Credit Loan, for so long
as such breach exists, its voting rights hereunder shall be calculated with
reference to its outstanding Loans, LC Amounts and unfunded and unreimbursed LC
Obligations, rather than its Revolving Loan Commitment.

          "Swing Line Loan" - as defined in Section 3.11.1 of the Agreement.

          "Tax Confirmation" - a confirmation by a Lender that the person
beneficially entitled to interest payable to that Lender in respect of an
advance under a Loan Document is either: (a) a company resident in the United
Kingdom for United Kingdom tax purposes; (b) a


                                      A-25



partnership each member of which is (i) a company so resident in the United
Kingdom, or (ii) 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 (c) 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 Deduction" - as defined in Subsection 3.10.1 of the Agreement.

          "Taxes" - any present or future taxes, levies, imposts, duties, fees,
assessments, deductions, withholdings or other charges of whatever nature,
including income, receipts, excise, property, sales, use, transfer, license,
payroll, withholding, social security and franchise taxes now or hereafter
imposed or levied by the United States, the United Kingdom or any other
political subdivision or taxing authority and all interest, penalties, additions
to tax and similar liabilities with respect thereto.

          "Taxes Act" - the Income and Corporation Taxes Act 1988 of the United
Kingdom.

          "Term" - as defined in Subsection 3.16.1 of the Agreement.

          "Total Credit Facility" - US$350,000,000, as reduced or increased from
time to time pursuant to the terms of the Agreement.

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

          "Trailers" - over-the-road tractor trailers and trailers intended for
use as storage facilities not constituting portable and ISO containers owned by
Borrower or any of its Subsidiaries.

          "Treaty" - a double taxation agreement that makes provision for full
exemption from tax imposed by the United Kingdom on interest.

          "Treaty Lender" - any party to which a Credit Party is required to
make payment under the Agreement and that is entitled to that payment under a
Treaty without a Tax Deduction and for this purpose it shall be assumed that
there are satisfied: (a) any relevant condition contained in the Treaty that
relates (expressly or impliedly) to the Credit Parties, and (b) any necessary
procedural formalities.

          "Type of Organization" - with respect to Borrower or any Subsidiary of
Borrower, the kind or type of entity by which Borrower or such Subsidiary is
organized, such as a corporation or limited liability company.


                                      A-26



          "UCC" - the Uniform Commercial Code as in effect in the State of New
York on the date of this Agreement, as the same may be amended or otherwise
modified from time to time.

          "UK Borrower" - means a Subsidiary of Borrower with operations in the
United Kingdom approved by Agent in its discretion.

          "UK Borrowing Base" - as at any date of determination thereof, an
amount equal to the least of:

          (i) the Revolving Credit Maximum Amount minus the US Revolving Loan
     Exposure;

          (ii) an amount equal to the sum of

               (A) the amount calculated under clause (ii) of the definition of
          US Borrowing Base; plus

               (B) eighty-five percent (85%) of the net amount of Eligible UK
          Accounts; plus

               (C) ninety percent (90%) of Eligible UK Container Fleet
          Inventory; plus

               (D) seventy percent (70%) of Eligible UK Trailer Fleet Inventory;
          minus

               (E) the aggregate amount of all reserves established by Agent
          against the UK Borrowing Base pursuant to Subsection 1.1.1;

          (iii) the amount permitted to be outstanding under this Agreement by
     the Senior Note Indenture minus the US Revolving Loan Exposure; or

               (iv) the UK Sublimit.

For purposes of calculating the components of the UK Borrowing Base, (1) the net
amount of Eligible UK Accounts at any time shall be the face amount of such
Eligible UK Accounts less any and all returns, rebates, discounts (which may, at
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, (2) the amount of Eligible UK Inventory shall
be determined on a first-in, first-out basis; (3) Inventory "cost" shall be
determined in a manner consistent with Borrower's current and historical
accounting practices unless otherwise specifically provided in this Agreement,
and (4) orderly liquidation value of Inventory shall be based on the most recent
appraisal received by Agent from the Appraiser.

          "UK Credit Party" - UK Borrower and each UK Guarantor.


                                      A-27



          "UK Guarantor" - each UK Subsidiary of Borrower and each other Person
who now or hereafter guarantees payment or performance of the whole or any part
of the UK Obligations.

          "UK Non-Bank Lender" - a Lender that is a Qualifying Lender under any
of clauses (i) through (iii) of the definition thereof.

          "UK Obligations" - with respect to any UK Credit Party, all Loans, all
LC Obligations 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 Agent, any
Lender or any Affiliate of any Lender, or from UK Borrower to any LC Issuer, 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 Loan 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 Agent, any Lender or any Affiliate
of a Lender.

          "UK Revolving Credit Loan" - a Revolving Credit Loan made to the UK
Borrower pursuant to Subsection 1.1.3 that is denominated in Pounds Sterling.

          "UK Revolving Loan Exposure" - the principal amount of the outstanding
UK Revolving Credit Loans.

          "UK Security Documents" - the guaranty executed on the Restatement
Date (for UK Subsidiaries on the Restatement Date) and in substantially the same
form (for future UK Subsidiaries), in each case, in form and substance
satisfactory to Agent, together with each other guaranty hereafter executed by
any UK Guarantor.

          "UK Sublimit" - any US$50,000,000.

          "UK Subsidiary" - any Subsidiary of the Borrower that is incorporated
under the laws of 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 and (ii) sixty percent (60%) of
the actual cost of all additions to machinery and equipment of Borrower and its
Subsidiaries during such period.

          "US Borrowing Base" - as at any date of determination thereof, an
amount equal to the least of:

          (i) the Revolving Credit Maximum Amount minus the UK Revolving Loan
     Exposure;

          (ii) an amount equal to the sum of


                                      A-28



               (A) eighty-five percent (85%) of the net amount of Eligible US
          Accounts; plus

               (B) ninety percent (90%) of Eligible US Container Fleet
          Inventory; plus

               (C) seventy percent (70%) of Eligible US Trailer Fleet Inventory;
          plus

               (D) the lesser of (i) US$20,000,000 or (ii) the sum of (a) ninety
          percent (90%) of Eligible US Container Inventory Held for Sale; plus
          (b) the lesser of (x) US$5,000,000 or (y) ninety percent (90%) of
          Eligible US Work-in-Process Container Inventory; plus (c) seventy-five
          percent (75%) of Eligible US Primary Raw Materials Inventory; plus (d)
          sixty percent (60%) of Eligible US Other Raw Materials Component
          Inventory; plus

               (E) the lesser of (i) US$25,000,000 and (ii) the sum of (a)
          eighty percent (80%) of the value of Eligible US Machinery and
          Equipment; plus (b) sixty percent (60%) of the value of the Specified
          Real Property; minus

               (F) the aggregate amount of all reserves established by Agent
          against the US Borrowing Base pursuant to Subsection 1.1.1; or

          (iii) the amount permitted to be outstanding under this Agreement by
     the Senior Note Indenture minus the UK Revolving Loan Exposure.

For purposes of calculating the components of the US Borrowing Base, (1) the net
amount of Eligible US Accounts at any time shall be the face amount of such
Eligible US Accounts less any and all returns, rebates, discounts (which may, at
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, (2) the amount of Eligible US Inventory shall
be determined on a first-in, first-out basis; (3) Inventory "cost" shall be
determined in a manner consistent with Borrower's current and historical
accounting practices unless otherwise specifically provided in this Agreement,
(4) the value of Eligible US Machinery and Equipment and Specified Real Property
shall be determined on the basis of the orderly liquidation value of such
Property based on the most recent appraisal received by Agent from the
Appraiser; and (5) orderly liquidation value of Inventory shall be based on the
most recent appraisal received by Agent from the Appraiser.

          "US Credit Party" - Borrower and each US Guarantor.

          "US Dollars" and "US$" - lawful money of the United States.

          "US Guarantors" - each Domestic Subsidiary of Borrower and each other
Person who now or hereafter guarantees payment or performance of the whole or
any part of the US Obligations.


                                      A-29



          "US Obligations" - with respect to any US Credit Party, all Loans, all
LC Obligations 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 Credit Party to Agent, any
Lender or any Affiliate of any Lender, or from Borrower to any LC Issuer, 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 Loan 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
and any Qualified Derivative Obligations owing to Agent, any Lender or any
Affiliate of a Lender.

          "US Revolving Credit Loan" - a Revolving Credit Loan made to the
Borrower pursuant to Subsection 1.1.1 that is denominated in US Dollars or
Pounds Sterling.

          "US Revolving Loan Exposure" - the sum of (i) the principal amount of
the outstanding US Revolving Credit Loans plus (ii) the aggregate outstanding LC
Amount plus (iii) the unpaid LC Obligations.

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

               "Voting Stock" - 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).

               Other Terms. All other terms contained in the Agreement shall
have, when the context so indicates, the meanings provided for by the UCC to the
extent the same are used or defined therein.

               Certain Matters of Construction. The terms "herein", "hereof" and
"hereunder" and other words of similar import refer to the Agreement as a whole
and not to any particular section, paragraph or subdivision. Any pronoun used
shall be deemed to cover all genders. The section titles, table of contents and
list of exhibits appear as a matter of convenience only and shall not affect the
interpretation of the Agreement. All references to statutes and related
regulations shall include any amendments of same and any successor statutes and
regulations. All references to any of the Loan Documents shall include any and
all modifications thereto and any and all extensions or renewals thereof.


                                      A-30



                         LIST OF EXHIBITS AND SCHEDULES

Exhibits:

Exhibit 1.1:    Form of Revolving Note
Exhibit 5.1.1:  Locations of Collateral; Chief Executive Office
Exhibit 6.1.1:  Jurisdictions
Exhibit 6.1.4:  Capital Structure
Exhibit 6.1.5:  Names, Trade Names
Exhibit 6.1.13: Surety Obligations
Exhibit 6.1.14: Tax ID Numbers
Exhibit 6.1.15: Brokers Fees
Exhibit 6.1.16: Intellectual Property
Exhibit 6.1.19: Restrictive Agreements
Exhibit 6.1.20: Litigation
Exhibit 6.1.22: Leases
Exhibit 6.1.23: Plans
Exhibit 6.1.24: Trade Relations
Exhibit 6.1.25: Union Contracts
Exhibit 7.1.3:  Form of Compliance Certificate
Exhibit 7.1.4:  Form of Borrowing Base Certificate
Exhibit 7.2.2:  Existing Indebtedness
Exhibit 7.2.3:  Permitted Liens
Exhibit 7.2.7:  Deposit Accounts
Exhibit 7.2.8:  Affiliate Transactions
Exhibit 7.2.13: Liabilities (Operating Leases and Other Off Balance Sheet
                Financing)
Exhibit 7.3:    Financial Covenants


                          List of Exhibit and Schedules



                                   EXHIBIT 1.1

                             FORM OF REVOLVING NOTE


                              Exhibit 1.1 - Page 1



                                   EXHIBIT 7.3

                               FINANCIAL COVENANTS

     Subject to the provisions of Section 7.3 of the Agreement, Borrower will
comply with the following financial covenants:

          7.3.1 Fixed Charge Coverage Ratio. As of the end of each fiscal
quarter set forth below, Borrower 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 Coverage
          Ended on                     Ratio
       --------------          ---------------------
                            
March 31, 2006                      2.00 to 1.0
June 30, 2006                       2.00 to 1.0
September 30, 2006                  2.00 to 1.0
December 31, 2006                   2.00 to 1.0
March 31, 2007                      2.00 to 1.0
June 30, 2007 and thereafter        2.25 to 1.0


          7.3.2 Debt Ratio. As of the end of each fiscal quarter, Borrower 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
       --------------          -----------
                            
March 31, 2006                 5.50 to 1.0
June 30, 2006                  5.50 to 1.0
September 30, 2006             5.50 to 1.0
December 31, 2006              5.25 to 1.0
March 31, 2007                 5.25 to 1.0



                              Exhibit 7.3 - Page 1





       Fiscal Quarter
          Ended on              Debt Ratio
       --------------          -----------
                            
June 30, 2007 and thereafter   5.00 to 1.0


          7.3.3 Minimum Utilization.

          (a) Borrower 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 Borrower and the other Credit
Parties which is then subject to valid, current rental or lease agreements
between Borrower or a Credit Party and the renters or lessees thereof, divided
by the aggregate number of units of Eligible Container Fleet Inventory of
Borrower 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 Borrower and the other Credit Parties which is then subject to valid, current
rental or lease agreements between Borrower 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 Borrower and the Guarantors, and (B) the
number of units of the Eligible Container Inventory Held For Sale of Borrower
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 Subsection 7.3.3, 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%).


                              Exhibit 7.3 - Page 2

EX-10.3.2

                                                                  EXHIBIT 10.3.2

                                                                  EXECUTION COPY

                          AMENDED AND RESTATED GUARANTY

          THIS AMENDED AND RESTATED GUARANTY (this "Guaranty"), is made and
entered into as of February 17, 2006, by MOBILE MINI I, INC., an Arizona
corporation, MOBILE MINI HOLDINGS, INC., a Delaware corporation, DELIVERY DESIGN
SYSTEMS, INC., an Arizona corporation, MOBILE MINI, LLC, a Delaware limited
liability company, MOBILE MINI, LLC, a California limited liability company,
MOBILE MINI OF OHIO, LLC, a Delaware limited liability company, and MOBILE MINI
TEXAS LIMITED PARTNERSHIP, LLP, a Texas limited liability partnership (each,
together with each additional Subsidiary of Mobile Mini, Inc. which becomes a
party hereto, a "Guarantor" and collectively, the "Guarantors"), in favor of the
financial institutions and their successors and assigns (the "Lenders") which
may now be or hereafter become parties to the Loan Agreement (as defined below),
and DEUTSCHE BANK AG, NEW YORK BRANCH, for itself and as agent for the Lenders
(the "Agent"; and together with the Lenders, the "Guaranteed Parties").

                                    RECITALS

          WHEREAS, Mobile Mini, Inc., a Delaware corporation (the "Borrower"),
the parent of Guarantors, Fleet Capital Corporation ("Fleet"), as agent and as a
lender, and certain other lenders (together with Fleet, the "Existing Lenders"),
are parties to that certain Amended and Restated Loan and Security Agreement,
dated as of February 11, 2002, and Amended and Restated as of June 26, 2003, and
as further amended by that certain First Amendment to Amended and Restated Loan
and Security Agreement, dated as of January 14, 2004, that certain Second
Amendment to Amended and Restated Loan and Security Agreement, dated as of March
16, 2004 and that certain Third Amendment to Amended and Restated Loan and
Security Agreement dated as of August__, 2004 (collectively, the "Existing Loan
Agreement"), providing for the extension of credit by the Existing Lenders to
the Borrower; and

          WHEREAS, in connection with the Existing Loan Agreement, the
Guarantors and Fleet executed that certain Guaranty Agreement dated as of
February 11, 2002 (as amended prior to the date hereof, the "Existing Guaranty
Agreement"); and

          WHEREAS, pursuant to that certain Second Amended and Restated Loan and
Security Agreement dated as of even date hereof by and among the Borrower, the
Agent and the Lenders (as such agreement may be further amended, extended,
renewed, supplemented, restated or otherwise modified from time to time, the
"Loan Agreement"), the Existing Loan Agreement is being amended and restated to,
among other things, increase the maximum loan amount under the revolving credit
facility and replace Fleet as agent with the Agent; and

          WHEREAS, as wholly-owned subsidiaries of Borrower, each Guarantor is
materially interested in the financial success of Borrower; and

          WHEREAS, Borrower and Guarantors are involved in an inter-related
business enterprise and will benefit from the financing provided by the
Guaranteed Parties; and

          WHEREAS, pursuant to the Loan Agreement, the parties hereto desire to
amend and restate the Existing Guaranty Agreement in its entirety as set forth
herein; and



          WHEREAS, the Lenders have required, as a condition to the extension of
credit under the Loan Agreement, that the Guarantors execute and deliver this
Guaranty.

          NOW, THEREFORE, in consideration of the premises and to induce the
Lenders to extend credit under the Loan Agreement, each Guarantor agrees with
the Agent for its benefit and the ratable benefit of the Lenders as follows:

                                    AGREEMENT

          1. DEFINITIONS AND CONSTRUCTION.

               1.1 DEFINITIONS. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Loan Agreement.
The following terms, as used in this Guaranty, shall have the following
meanings:

                    "GUARANTEED OBLIGATIONS" means the Obligations owing by
Borrower to the Guaranteed Parties, including interest that accrues after the
commencement of a bankruptcy or insolvency proceeding or which would have
accrued but for such proceeding and costs of collection and enforcement of such
Obligations.

               1.2 CONSTRUCTION. Unless the context of this Guaranty clearly
requires otherwise, references to the plural include the singular, references to
the singular include the plural, and the term "including" is not limiting. The
words "hereof," "herein," "hereby," "hereunder," and other similar terms refer
to this Guaranty as a whole and not to any particular provision of this
Guaranty. Any reference herein to any of the Loan Documents includes any and all
alterations, amendments, extensions, modifications, renewals, or supplements
thereto or thereof, as applicable. Neither this Guaranty nor any uncertainty or
ambiguity herein shall be construed or resolved against the Guaranteed Parties
or any Guarantor, whether under any rule of construction or otherwise. On the
contrary, this Guaranty has been reviewed by each Guarantor, each of the
Guaranteed Parties, and their respective counsel, and shall be construed and
interpreted according to the ordinary meaning of the words used so as to fairly
accomplish the purposes and intentions of the Guaranteed Parties and Guarantors.

          2. GUARANTEED OBLIGATIONS. Each Guarantor hereby irrevocably and
unconditionally, jointly and severally, guarantees to the Guaranteed Parties, as
and for its own debt, until final and indefeasible payment thereof has been
made, (a) payment of the Guaranteed Obligations, in each case when and as the
same shall become due and payable, whether at maturity, pursuant to a mandatory
prepayment requirement, by acceleration, or otherwise; it being the intent of
such Guarantor that the guaranty set forth herein shall be a guaranty of payment
and not a guaranty of collection; and (b) the punctual and faithful performance,
keeping, observance, and fulfillment by Borrower of all of the agreements,
conditions, covenants, and obligations of Borrower contained in the Loan
Agreement and in each of the other Loan Documents.

          The liability of Guarantors under this Guaranty shall be joint and
several and may be enforced against each Guarantor without regard to whether
enforcement is sought or available against any other Guarantor.



          3. CONTINUING GUARANTY. This Guaranty includes Guaranteed Obligations
arising under successive transactions continuing, compromising, extending,
increasing, modifying, releasing, or renewing the Guaranteed Obligations,
changing the interest rate, payment terms, or other terms and conditions
thereof, or creating new or additional Guaranteed Obligations after prior
Guaranteed Obligations have been satisfied in whole or in part. Each Guarantor
hereby absolutely, knowingly, unconditionally, and expressly waives and agrees
not to assert any right it has under Section 2815 of the California Civil Code,
or otherwise, to revoke this Guaranty as to future indebtedness.

          4. PERFORMANCE UNDER THIS GUARANTY. In the event that Borrower fails
to make any payment of any Guaranteed Obligations on or before the due date
thereof, or if Borrower shall fail to perform, keep, observe, or fulfill any
other obligation referred to in clause (b) of Section 2 hereof in the manner
provided in the Loan Agreement or the other Loan Documents, as applicable,
Guarantors immediately shall cause such payment to be made or each of such
obligations to be performed, kept, observed, or fulfilled.

          5. PRIMARY OBLIGATIONS. This Guaranty is a primary and original
obligation of each Guarantor and is an absolute, unconditional, and continuing
guaranty of payment and performance which shall remain in full force and effect
without respect to future changes in conditions, including any change of law.
Each Guarantor agrees that it is directly, and jointly and severally with any
other Guarantor of the Guaranteed Obligations, liable to the Guaranteed Parties,
that the obligations of each Guarantor hereunder are independent of the
obligations of Borrower or any other Guarantor, and that a separate action may
be brought against such Guarantor whether such action is brought against
Borrower or any other Guarantor or whether Borrower or any such other guarantor
is joined in such action. Each Guarantor agrees that its liability hereunder
shall be immediate and shall not be contingent upon the exercise or enforcement
by the Guaranteed Parties of whatever remedies they may have against Borrower or
any other Guarantor, or the enforcement of any lien or realization upon any
security the Guaranteed Parties may at any time possess. Each Guarantor agrees
that any release which may be given by any Guaranteed Party to Borrower or any
other Guarantor shall not release such Guarantor. Each Guarantor consents and
agrees that the Guaranteed Parties shall be under no obligation (under Sections
2899 or 3433 of the California Civil Code or otherwise) to marshal any assets of
Borrower or any other Guarantor in favor of such Guarantor, or against or in
payment of any or all of the Guaranteed Obligations.

          6. WAIVERS.

               6.1 Each Guarantor absolutely, unconditionally, knowingly, and
expressly waives:

                    (a) (a) notice of acceptance hereof; (b) notice of any loans
or other financial accommodations made or extended under the Loan Documents or
the creation or existence of any Guaranteed Obligations; (c) notice of the
amount of the Guaranteed Obligations, subject, however, to such Guarantor's
right to make inquiry of Agent to ascertain the amount of the Guaranteed
Obligations at any reasonable time; (d) notice of any adverse change in the
financial condition of Borrower or any other Guarantor or of any other fact that
might increase such Guarantor's risk hereunder; (e) notice of presentment for
payment, demand, protest, and



notice thereof as to any instruments among the Loan Documents; (f) notice of any
unmatured event of default or event of default under the Loan Agreement; and (g)
all other notices (except if such notice is specifically required to be given to
such Guarantor hereunder or under any Loan Document to which such Guarantor is a
party) and demands to which such Guarantor might otherwise be entitled.

                    (b) its right, under Sections 2845 or 2850 of the California
Civil Code, or otherwise, to require the Guaranteed Parties to institute suit
against, or to exhaust any rights and remedies which the Guaranteed Parties have
or may have against, Borrower or any third party, or against any collateral for
the Guaranteed Obligations provided by Borrower, such Guarantor, or any other
Guarantor or any third party. In this regard, such Guarantor agrees that it is
bound to the payment of all Guaranteed Obligations, whether now existing or
hereafter accruing, as fully as if such Guaranteed Obligations were directly
owing to the Guaranteed Parties by such Guarantor. Such Guarantor further waives
any defense arising by reason of any disability or other defense (other than the
defense that the Guaranteed Obligations shall have been fully and finally
performed and indefeasibly paid) of Borrower or by reason of the cessation from
any cause whatsoever of the liability of Borrower in respect thereof.

                    (c) (a) any rights to assert against any of the Guaranteed
Parties any defense (legal or equitable), set-off, counterclaim, or claim which
such Guarantor may now or at any time hereafter have against Borrower or any
other party liable to such Guaranteed Party; (b) any defense, set-off,
counterclaim, or claim, of any kind or nature, arising directly or indirectly
from the present or future lack of perfection, sufficiency, validity, or
enforceability of the Guaranteed Obligations or any security therefore or for
this Guaranty; (c) any defense such Guarantor has to performance hereunder, and
any right such Guarantor has to be exonerated, provided by Sections 2819, 2822,
or 2825 of the California Civil Code, or otherwise, arising by reason of: the
impairment or suspension of any Guaranteed Party's rights or remedies against
Borrower or any other Guarantor; the alteration by any Guaranteed Party of the
Guaranteed Obligations; any discharge of the Borrower's or any other Guarantor's
obligations to any Guaranteed Party by operation of law as a result of such
Guaranteed Party's intervention or omission; or the acceptance by any Guaranteed
Party of anything in partial satisfaction of the Guaranteed Obligations; (d) the
benefit of any statute of limitations affecting such Guarantor's liability
hereunder or the enforcement thereof, and any act which shall defer or delay the
operation of any statute of limitations applicable to the Guaranteed Obligations
shall similarly operate to defer or delay the operation of such statute of
limitations applicable to such Guarantor's liability hereunder.

               6.2 Each Guarantor absolutely, unconditionally, knowingly, and
expressly waives any defense arising by reason of or deriving from (i) any claim
or defense based upon an election of remedies by any of the Guaranteed Parties
including any defense based upon an election of remedies by any Guaranteed Party
under the provisions of Sections 580a, 580b, 580d, and 726 of the California
Code of Civil Procedure or any similar law of California or any other
jurisdiction; or (ii) any election by any Guaranteed Party under Bankruptcy Code
Section 1111(b) to limit the amount of, or any collateral securing, its claim
against the Borrower. Pursuant to California Civil Code Section 2856(b):



                    "Guarantor waives all rights and defenses arising out of an
     election of remedies by the creditor, even though that election of
     remedies, such as a nonjudicial foreclosure with respect to security for a
     guaranteed obligation, has destroyed the guarantor's rights of subrogation
     and reimbursement against the principal by the operation of Section 580(d)
     of the California Code of Civil Procedure or otherwise."

If any of the Guaranteed Obligations or any obligations of a Guarantor hereunder
at any time are secured by a mortgage or deed of trust upon real property, the
Guaranteed Parties may elect, in their sole discretion and except as otherwise
provided in the Loan Documents, upon a default with respect to the Guaranteed
Obligations, to foreclose such mortgage or deed of trust judicially or
nonjudicially in any manner permitted by law, before or after enforcing this
Guaranty, without diminishing or affecting the liability of such Guarantor
hereunder except to the extent the Guaranteed Obligations are repaid with the
proceeds of such foreclosure. Each Guarantor understands that (a) by virtue of
the operation of California's antideficiency law applicable to nonjudicial
foreclosures, an election by the Guaranteed Parties nonjudicially to foreclose
such a mortgage or deed of trust probably would have the effect of impairing or
destroying rights of subrogation, reimbursement, contribution, or indemnity of
such Guarantor against Borrower or other guarantors or sureties, and (b) absent
the waiver given by such Guarantor herein, such an election would prevent the
Guaranteed Parties from enforcing this Guaranty against such Guarantor.
Understanding the foregoing, and understanding that each Guarantor is hereby
relinquishing a defense to the enforceability of this Guaranty, each Guarantor
hereby waives any right to assert against any of the Guaranteed Parties any
defense to the enforcement of this Guaranty, whether denominated "estoppel" or
otherwise, based on or arising from an election by the Guaranteed Parties
nonjudicially to foreclose any such mortgage or deed of trust. Each Guarantor
understands that the effect of the foregoing waiver may be that such Guarantor
may have liability hereunder for amounts with respect to which such Guarantor
may be left without rights of subrogation, reimbursement, contribution, or
indemnity against Borrower or other guarantors or sureties. Each Guarantor also
agrees that the "fair market value" provisions of Section 580a of the California
Code of Civil Procedure shall have no applicability with respect to the
determination of such Guarantor's liability under this Guaranty.

               6.3 To the extent that any Guarantor shall repay any of the
Guaranteed Obligations, it shall be entitled to contribution and indemnification
from, and to be reimbursed by, each other Guarantor, but all such claims of
contributions, indemnification and reimbursement shall be subordinate in right
of payment to the prior indefeasible payment in full, in cash, of the Guaranteed
Obligations. Notwithstanding the foregoing, until such time as all of the
Guaranteed Obligations have been fully, finally, and indefeasibly paid in full
in cash: (a) each Guarantor hereby postpones any right of subrogation such
Guarantor has or may have as against Borrower or any other Guarantor of the
Obligations of Borrower with respect to the Guaranteed Obligations; (b) each
Guarantor hereby postpones any right to proceed against Borrower or any other
Guarantor or any other Person, now or hereafter, for contribution, indemnity,
reimbursement, or any other suretyship rights and claims, whether direct or
indirect, liquidated or contingent, whether arising under express or implied
contract or by operation of law, which such Guarantor may now have or hereafter
have as against Borrower or any other Guarantor with respect to the Guaranteed
Obligations; and (c) each Guarantor also hereby postpones any right to proceed
or seek recourse against or with respect to any property or asset of Borrower or
any other Guarantor.



               6.4 WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER
PROVISION SET FORTH IN THIS GUARANTY, EACH GUARANTOR HEREBY ABSOLUTELY,
KNOWINGLY, UNCONDITIONALLY, AND EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY
AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR
MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2815, 2819, 2820,
2821, 2822, 2825, 2839, 2845, 2848, 2849, AND 2850, CALIFORNIA CODE OF CIVIL
PROCEDURE SECTIONS 580A, 580B, 580C, 580D, AND 726, AND CHAPTER 2 OF TITLE 14 OF
THE CALIFORNIA CIVIL CODE.

          7. RELEASES. Each Guarantor consents and agrees that, without notice
to or by such Guarantor and without affecting or impairing the obligations of
such Guarantor hereunder, the Guaranteed Parties may, by action or inaction and
in accordance with any applicable provisions of the Loan Documents:

               7.1 compromise, settle, extend the duration or the time for the
payment of, or discharge the performance of, or may refuse to or otherwise not
enforce the Loan Documents;

               7.2 release all or any one or more parties to any one or more of
the Loan Documents or grant other indulgences to Borrower in respect thereof;

               7.3 amend or modify in any manner and at any time (or from time
to time) any of the Loan Documents; or

               7.4 add (or fail to add), release or substitute any other
guarantor, if any, of the Guaranteed Obligations, or enforce, exchange, release
(by action or inaction), or waive any security for the Guaranteed Obligations
(including, the collateral referred to in Section 14 hereof) or any other
guaranty of the Guaranteed Obligations, or any portion thereof.

          8. NO ELECTION. The Guaranteed Parties shall have the right to seek
recourse against each Guarantor to the fullest extent provided for herein, and
no election by any Guaranteed Party to proceed in one form of action or
proceeding, or against any party, or on any obligation, shall constitute a
waiver of the Guaranteed Parties' right to proceed in any other form of action
or proceeding or against other parties unless the Guaranteed Parties have
expressly waived such right in writing. Specifically, but without limiting the
generality of the foregoing, no action or proceeding by any Guaranteed Party
under any document or instrument evidencing the Guaranteed Obligations shall
serve to diminish the liability of any Guarantor under this Guaranty except to
the extent that the Guaranteed Parties finally and unconditionally shall have
realized indefeasible payment by such action or proceeding.

          9. INDEFEASIBLE PAYMENT. The Guaranteed Obligations shall not be
considered indefeasibly paid for purposes of this Guaranty unless and until all
payments to the Guaranteed Parties are no longer subject to any right on the
part of any person, including Borrower, Borrower as a debtor in possession, or
any trustee (whether appointed under the Bankruptcy Code or otherwise) of
Borrower's assets to invalidate or set aside such payments or to seek to recoup
the amount of such payments or any portion thereof, or to declare same to be



fraudulent or preferential. In the event that, for any reason, any portion of
such payments to the Guaranteed Parties is set aside or restored, whether
voluntarily or involuntarily, after the making thereof, then the obligation
intended to be satisfied thereby shall be revived and continued in full force
and effect as if said payment or payments had not been made, and the Guarantors
shall be liable for the full amount the Guaranteed Parties are required to repay
plus any and all reasonable out-of-pocket costs and expenses (including
attorneys' fees) paid by the Guaranteed Parties in connection therewith.

          10. SUBORDINATION. Each Guarantor hereby agrees that any and all
present and future indebtedness of Borrower owing to such Guarantor is postponed
in favor of and subordinated to payment, in full, in cash, of the Guaranteed
Obligations. In this regard, no payment of any kind whatsoever, other than
payments consistent with the past practices of Borrower or otherwise consented
to by Agent, which consent shall not be unreasonably withheld, shall be made
with respect to such indebtedness until the Guaranteed Obligations have been
paid in full.

          11. PAYMENTS; APPLICATION. All payments to be made hereunder by each
Guarantor shall be made in lawful money of the United States of America at the
time of payment, shall be made in immediately available funds, and shall be made
without deduction (whether for taxes or otherwise) or offset. All payments made
by each Guarantor hereunder shall be applied as follows: first, to all
reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred
by the Guaranteed Parties in enforcing this Guaranty or in collecting the
Guaranteed Obligations; second, to all accrued and unpaid interest, premium, if
any, and fees owing to the Guaranteed Parties constituting Guaranteed
Obligations; and third, to the balance of the Guaranteed Obligations.

          12. INDEMNIFICATION. Each Guarantor agrees to indemnify each of the
Guaranteed Parties and hold each of the Guaranteed Parties harmless against all
obligations, demands, or liabilities asserted by any party and against all
losses in any way suffered, incurred, or paid by any Guaranteed Party as a
result of or in any way arising in connection with this Agreement, unless such
obligations, demand, liabilities or losses shall be due to willful misconduct or
gross negligence on the part of such Guaranteed Party.

          13. BOOKS AND RECORDS. Each Guarantor agrees that the Guaranteed
Parties' books and records showing the account between the Guaranteed Parties
and Borrower shall be admissible in any action or proceeding and shall be
binding upon such Guarantor for the purpose of establishing the items therein
set forth and shall constitute prima facie proof thereof.

          14. COLLATERAL. The obligations of each Guarantor hereunder are
secured, as provided in the Amended and Restated Subsidiary Security Agreement,
of even date herewith, executed by such Guarantor in favor of the Agent, and the
other Loan Documents to which such Guarantor is a party.

          15. RIGHT OF SETOFF. Except to the extent prohibited by applicable
law, and in addition to and not in limitation of all rights of offset that any
Guaranteed Party or other holder of a Note may have under applicable law or
under any Loan Documents, each Guaranteed Party or other holder of a Note shall
upon the occurrence of any Event of Default and whether or not



such Guaranteed Party or such holder has made any demand or the Guarantors'
obligations are matured, have the right to appropriate and apply to the payment
of the Guarantors' obligations hereunder, all deposits (general or special, time
or demand, provisional or final) then or thereafter held by and other
indebtedness or property then or thereafter owing by such Guaranteed Party or
other holder to the Guarantors, whether or not related to this Guaranty or any
transaction hereunder.

          16. AMENDMENTS. Any amendment or waiver of any provision of this
Guaranty and any consent to any departure by any Guarantor from any provision of
this Guaranty shall be effective only if made or given in compliance with all of
the terms and provisions of Section 10.10 of the Loan Agreement.

          17. EXPENSES. Each Guarantor shall promptly pay to the Agent, for the
ratable benefit of the Guaranteed Parties, the amount of any and all reasonable
out-of-pocket costs and expenses of the Guaranteed Parties (both before and
after the execution hereof) in connection with any matters contemplated by or
arising out of this Guaranty or any of the Loan Documents whether (a) to
prepare, negotiate or execute (i) any amendment to, modification of or extension
of this Guaranty or any other Loan Document to which such Guarantor is a party
or (ii) any instrument, document or agreement in connection with any sale or
attempted sale of any interest herein to any participant, (b) to commence,
defend, or intervene in any litigation or to file a petition, complaint, answer,
motion or other pleadings necessary to protect or enforce the rights of the
Guaranteed Parties under this Guaranty or any other Loan Document, (c) to take
any other action in or with respect to any suit or proceeding (bankruptcy or
otherwise) necessary to protect the rights of the Guaranteed Parties under this
Guaranty or any other Loan Document or to respond to any subpoena, deposition or
interrogatory with respect to any litigation involving such Guarantor, or (d) to
attempt to enforce or to enforce any rights of the Guaranteed Parties to collect
any of the Guaranteed Obligations, including all reasonable out-of-pocket fees
and expenses of attorneys and paralegals (including charges for inside counsel).

          18. HEADINGS. The headings in this Guaranty are for purposes of
reference only and shall not otherwise affect the meaning or construction of any
provision of this Guaranty.

          19. SEVERABILITY. The provisions of this Guaranty are severable, and
if any clause or provision shall be held invalid or unenforceable in whole or in
part in any jurisdiction, then such invalidity or unenforceability shall affect
in that jurisdiction only such clause or provision, or part thereof, and shall
not in any manner affect such clause or provision in any other jurisdiction or
any other clause or provision of this Guaranty in any jurisdiction.

          20. NOTICES. All notices, approvals, consents or other communications
to Agent required or desired to be given hereunder shall be in the form and
manner, and delivered to Agent at its addresses, as set forth in Section 11.8 of
the Loan Agreement. All notices, approvals, consents or other communications to
Guarantors required or desired to be given hereunder shall be in the form and
manner, and delivered to Borrower at its addresses, as set forth in Section 11.8
of the Loan Agreement.



          21. REMEDIES CUMULATIVE. Each right, power and remedy of the
Guaranteed Parties provided in this Guaranty or now or hereafter existing at law
or in equity or by statute or otherwise shall be cumulative and concurrent and
shall be in addition to every other right, power or remedy provided for in this
Guaranty or now or hereafter existing at law or in equity or by statute or
otherwise. The exercise or partial exercise by the Guaranteed Parties of any one
or more of such rights, powers or remedies shall not preclude the simultaneous
or later exercise by the Guaranteed Parties of all such other rights, powers or
remedies, and no failure or delay on the part of the Guaranteed Parties to
exercise any such right, power or remedy shall operate as a waiver thereof.

          22. FINAL EXPRESSION. This Guaranty, together with any other agreement
executed in connection herewith, is intended by the parties as a final
expression of the Guaranty and is intended as a complete and exclusive statement
of the terms and conditions thereof. Acceptance of or acquiescence in a course
of performance rendered under this Guaranty shall not be relevant to determine
the meaning of this Guaranty even though the accepting or acquiescing party had
knowledge of the nature of the performance and opportunity for objection.

          23. ASSIGNABILITY. This Guaranty shall be binding on each of the
Guarantors and its successors and permitted assigns and shall inure to the
benefit of the Guaranteed Parties and their respective successors, transferees,
endorsees and assigns. The Guarantors may not assign this Guaranty.

          24. NON-WAIVER. The failure of the Guaranteed Parties to exercise any
right or remedy hereunder, or promptly to enforce any such right or remedy,
shall not constitute a waiver thereof, nor give rise to any estoppel against the
Guaranteed Parties, nor excuse the Guarantors from their obligations hereunder.

          25. TERMINATION; REINSTATEMENT. Except as otherwise provided herein,
this Guaranty shall terminate upon the receipt by each of the Guaranteed Parties
of evidence satisfactory to it of the payment (or prepayment) in full of the
Guaranteed Obligations and any other amounts which may be owing hereunder and
termination of the Lenders' Revolving Loan Commitment. At the time of such
termination, the Guaranteed Parties, at the request and expense of the
Guarantors, will promptly execute and deliver to the Guarantors a proper
instrument or instruments acknowledging the satisfaction and termination of this
Guaranty and such other documents as may be reasonably requested by Guarantors.
To the maximum extent permitted by law, this Guaranty shall continue to be
effective or be reinstated, as the case may be, if at any time any amount
received by Agent or any Lender in respect of the Guaranteed Obligations is
rescinded or must otherwise be restored or returned by Agent or any Lender upon
the insolvency, bankruptcy, dissolution, liquidation or reorganization of any
Guarantor or any other Person or upon the appointment of any receiver,
intervenor, conservator, trustee or similar official for any Guarantor or any
other Person or any substantial part of its assets, or otherwise, all as though
such payments had not been made.

          26. COUNTERPARTS. This Guaranty 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 agreement.



          27. GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF
THIS GUARANTY AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS
GUARANTY, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE
GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS PROVISIONS)
AND DECISIONS OF THE STATE OF NEW YORK.

          28. SUBMISSION TO JURISDICTION. ALL DISPUTES AMONG THE GUARANTORS AND
THE LENDERS (OR THE AGENT ACTING ON THEIR BEHALF) ARISING UNDER THIS AGREEMENT,
WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED ONLY
BY STATE AND FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK AND THE COURTS TO
WHICH AN APPEAL THEREFROM MAY BE TAKEN; PROVIDED, HOWEVER, THAT THE AGENT, ON
BEHALF OF THE LENDERS, SHALL HAVE THE RIGHT, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, TO PROCEED AGAINST ANY OF THE GUARANTORS OR THEIR PROPERTY IN
ANY LOCATION REASONABLY SELECTED BY THE AGENT IN GOOD FAITH TO ENABLE THE AGENT
TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN
FAVOR OF THE AGENT. EACH OF THE GUARANTORS WAIVES ANY OBJECTION THAT IT MAY HAVE
TO THE LOCATION OF THE COURT IN WHICH THE AGENT HAS COMMENCED A PROCEEDING
ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON FORUM NON CONVENIENS.

          29. SERVICE OF PROCESS. THE GUARANTORS HEREBY IRREVOCABLY DESIGNATE CT
CORPORATIONS SYSTEMS AS THE DESIGNEE, APPOINTEE AND AGENT OF THE GUARANTORS TO
RECEIVE, FOR AND ON BEHALF OF THE GUARANTORS, SERVICE OF PROCESS IN SUCH
RESPECTIVE JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT. IT IS UNDERSTOOD THAT A COPY OF SUCH
PROCESS SERVED ON SUCH AGENT AT ITS ADDRESS WILL BE PROMPTLY FORWARDED BY MAIL
TO THE BORROWER, BUT FAILURE OF ANY OF THE GUARANTORS TO RECEIVE SUCH COPY SHALL
NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS.

          30. JURY TRIAL. THE GUARANTORS, THE AGENT AND THE LENDERS EACH HEREBY
WAIVE ANY RIGHT TO A TRIAL BY JURY. INSTEAD, ANY DISPUTES WILL BE RESOLVED IN A
BENCH TRIAL.

          31. LIMITATION OF LIABILITY. NEITHER THE AGENT NOR ANY LENDER SHALL
HAVE ANY LIABILITY TO THE GUARANTORS (WHETHER SOUNDING IN TORT, CONTRACT, OR
OTHERWISE) FOR LOSSES SUFFERED BY ANY OF THE GUARANTORS IN CONNECTION WITH,
ARISING OUT OF, OR IN ANY WAY RELATED TO THE TRANSACTIONS OR RELATIONSHIPS
CONTEMPLATED BY THIS GUARANTY, OR ANY ACT, OMISSION OR EVENT OCCURRING IN
CONNECTION THEREWITH, UNLESS IT IS DETERMINED BY A FINAL AND NONAPPEALABLE
JUDGMENT OR COURT ORDER BINDING ON THE AGENT OR ANY SUCH LENDER,



THAT THE LOSSES WERE THE RESULT OF ACTS OR OMISSIONS CONSTITUTING GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.

          32. MAXIMUM GUARANTEED AMOUNT. Notwithstanding any other provision of
this Guaranty to the contrary, if and to extent that the obligations of a
Guarantor hereunder would otherwise be held or determined by a court of
competent jurisdiction in any action or proceeding involving any state corporate
law or any state or Federal bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other law affecting the rights of creditors generally,
to be void, invalid or unenforceable to any extent on account of the amount of
such Guarantor's liability under this Guaranty, giving effect to the rights of
subrogation, contribution, reimbursement and indemnification of such Guarantor,
if any, then notwithstanding any other provision of this Guaranty to the
contrary, the amount of the liability of such Guarantor shall, without any
further action by such Guarantor or any other Person, be automatically limited
and reduced to the highest amount which is valid and enforceable as determined
in such action or proceeding. Each Guarantor agrees that the Guaranteed
Obligations may at any time and from time to time exceed such maximum liability
without impairing this Guaranty or the rights and remedies of any Guaranteed
Party.

          33. WAIVERS, CONSENTS. Each Guarantor warrants and agrees that each of
the waivers and consents set forth herein is made after consultation with legal
counsel and with full knowledge of its significance and consequence, with the
understanding that events giving rise to any defense or right waived may
diminish, destroy, or otherwise adversely affect rights which such Guarantor
otherwise may have against Borrower, the Guaranteed Parties, or others, or
against any collateral, and that, under the circumstances, the waivers and
consents herein given are reasonable and not contrary to public policy or law.
If any of the waivers or consents herein are determined to be unenforceable
under applicable law, such waivers and consents shall be effective to the
maximum extent permitted by law.



          34. ADDITIONAL GUARANTORS. From time to time subsequent to the date
hereof, additional Subsidiaries of any Guarantor may become parties hereto as
additional Guarantors (the "Additional Guarantors"), by executing a counterpart
(the "Counterpart") substantially in the form of Exhibit A hereto. Upon delivery
of any such Counterpart to the Agent, notice of which is hereby waived by
Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as
fully a party hereto as if such Additional Guarantor were an original signatory
hereto. Each Guarantor expressly agrees that its obligations arising hereunder
shall not be affected or diminished by the addition or release of any other
Guarantor hereunder, nor by any election of Agent not to cause any Subsidiary of
Guarantors to become an Additional Guarantor hereunder. This Agreement shall be
fully effective as to any Guarantor that is or becomes a party hereto regardless
of whether any other Person becomes or fails to become or ceases to be a
Guarantor hereunder.

          35. INTERPRETATION OF AGREEMENT. Time is of the essence in each
provision of this Agreement of which time is an element. All terms not defined
herein or in the Loan Agreement shall have the meaning set forth in the
applicable Uniform Commercial Code, except where the context otherwise requires.
To the extent a term or provision of this Agreement conflicts with the Loan
Agreement, the Loan Agreement shall control with respect to the subject matter
of such term or provision. Acceptance of or acquiescence in a course of
performance rendered under this Agreement shall not be relevant in determining
the meaning of this Agreement even though the accepting or acquiescing party had
knowledge of the nature of the performance and opportunity for objection



          IN WITNESS WHEREOF, each of the Guarantors has executed and delivered
this Amended and Restated Guaranty as of the date set forth in the first
paragraph hereof.

                                        GUARANTORS:

                                        MOBILE MINI I, INC.,
                                        an Arizona corporation


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        MOBILE MINI HOLDINGS, INC.,
                                        a Delaware corporation


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        DELIVERY DESIGN SYSTEMS, INC.,
                                        an Arizona corporation


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        MOBILE MINI, LLC,
                                        a Delaware limited liability company


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        MOBILE MINI, LLC,
                                        a California limited liability company


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        MOBILE MINI OF OHIO, LLC,
                                        a Delaware limited liability company


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



                                        MOBILE MINI TEXAS LIMITED
                                        PARTNERSHIP, LLP,
                                        a Texas limited liability partnership


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



                                                                    EXHIBIT A TO
                                                   AMENDED AND RESTATED GUARANTY

                              [FORM OF COUNTERPART]

                                   COUNTERPART

          COUNTERPART (this "Counterpart"), dated _______, is delivered pursuant
to Section 34 of the Guaranty referred to below. The undersigned hereby agrees
that this Counterpart may be attached to the Amended and Restated Guaranty,
dated as of February 17, 2006 (as it may be from time to time amended, modified
or supplemented, the "Guaranty"; capitalized terms used herein not otherwise
defined herein shall have the meanings ascribed therein), by Mobile Mini I,
Inc., an Arizona corporation, Mobile Mini Holdings, Inc., a Delaware
corporation, Delivery Design Systems, Inc., an Arizona corporation, Mobile Mini,
LLC, a Delaware limited liability company, Mobile Mini, LLC, a California
limited liability company, Mobile Mini of Ohio, LLC, a Delaware limited
liability company, and Mobile Mini Texas Limited Partnership, LLP, a Texas
limited liability partnership, in favor of Deutsche Bank AG, New York Branch,
for itself and as agent (the "Agent"). The undersigned by executing and
delivering this Counterpart hereby becomes a Guarantor under the Guaranty in
accordance with Section 34 thereof and agrees to be bound by all of the terms
thereof.


                                                  [NAME OF ADDITIONAL GUARANTOR]

EX-10.3.3

                                                                  EXHIBIT 10.3.3

                                                                  EXECUTION COPY

               AMENDED AND RESTATED SUBSIDIARY SECURITY AGREEMENT

     This Amended and Restated Subsidiary Security Agreement (this "Agreement")
is entered into as of February 17, 2006, by MOBILE MINI I, INC., an Arizona
corporation, MOBILE MINI HOLDINGS, INC., a Delaware corporation, DELIVERY DESIGN
SYSTEMS, INC., an Arizona corporation, MOBILE MINI, LLC, a Delaware limited
liability company, MOBILE MINI, LLC, a California limited liability company,
MOBILE MINI OF OHIO, LLC, a Delaware limited liability company, and MOBILE MINI
TEXAS LIMITED PARTNERSHIP, LLP, a Texas limited liability partnership (each,
together with each additional Subsidiary of Mobile Mini, Inc. (the "Borrower")
which becomes a party hereto, a "Grantor" and collectively, the "Grantors"), in
favor of the financial institutions and their successors and assigns (the
"Lenders") which may now be or hereafter become parties to the Loan Agreement
(as defined below), and DEUTSCHE BANK AG, NEW YORK BRANCH, for itself and as
agent for the Lenders (the "Agent"; and together with the Lenders, the "Secured
Parties").

                                    Recitals

     WHEREAS, Borrower, FLEET CAPITAL CORPORATION ("Fleet"), as agent and as a
lender, certain other lenders (together with Fleet, the "Prior Lenders"), Bank
of America, N.A. and Washington Mutual Bank, as Co-Documentation Agents, and
Bank One, N.A. and JP Morgan Chase Bank, as Co-Syndication Agents, are parties
to that certain Amended and Restated Loan and Security Agreement, dated as of
February 11, 2002, and Amended and Restated as of June 26, 2003, and as further
amended by that certain First Amendment to Amended and Restated Loan and
Security Agreement, dated as of January 14, 2004, that certain Second Amendment
to Amended and Restated Loan and Security Agreement, dated as of March 16, 2004
and that certain Third Amended and Restated Loan and Security Agreement dated as
of April __, 2004 (collectively, the "Original Loan Agreement"); and

     WHEREAS, in connection with the Original Loan Agreement, the Grantors and
Fleet, as agent, executed that certain Subsidiary Security Agreement dated as of
February 11, 2002 (as amended prior to the date hereof, the "Original Security
Agreement"); and

     WHEREAS, as wholly-owned subsidiaries of Borrower, each Grantor is
materially interested in the financial success of Borrower; and

     WHEREAS, Borrower, DEUTSCHE BANK AG, NEW YORK BRANCH, as Agent and as a
Lender, and certain other Lenders have entered into that certain Second Amended
and Restated Loan and Security Agreement dated as of the date hereof (including
all annexes, exhibits and schedules thereto, as time to time amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the
"Restated Loan Agreement"), which amends and restates the Original Loan
Agreement in its entirety. Capitalized terms used herein and not otherwise
defined herein shall have the meanings given to such terms in the Restated Loan
Agreement; and



     WHEREAS, pursuant to the Restated Loan Agreement, the parties hereto desire
to amend and restate the Original Security Agreement in its entirety as set
forth herein; and

     WHEREAS, Borrower and Grantors are involved in an inter-related business
enterprise and will benefit from the financing provided by the Secured Parties;
and

     WHEREAS, the Lenders have required, as a condition to the Restated Loan
Agreement, that the Grantors party to the Original Security Agreement shall have
continued the security interests granted under the Original Security Agreement
and undertaken the obligations contemplated by this Agreement.

     NOW, THEREFORE, in consideration of the premises and to induce the Lenders
to extend credit under the Restated Loan Agreement, each Grantor agrees with the
Agent for its benefit and the ratable benefit of the Lenders as follows:

                                    AGREEMENT

     1 Security Interests.

          (a) Security Interest in Collateral. To secure the prompt payment and
performance to Agent and each Lender of its Guaranteed Obligations under the
Guaranty and any other Loan Document (the "Secured Obligations"), each of the
Grantors hereby grants to Agent for the benefit of itself and each Lender a
continuing Lien upon all such Grantor's assets, including all of the following
Property and interests in Property of such Grantor, whether now owned or
existing or hereafter created, acquired or arising and wheresoever located:

               (i)  Accounts;

               (ii) Certificated Securities;

               (iii) Chattel Paper, including Electronic Chattel Paper and
     Tangible Chattel Paper;

               (iv) Commercial Tort Claims;

               (v) Computer Hardware and Software and all rights with respect
     thereto, including, any and all licenses, options, warranties, service
     contracts, program services, test rights, maintenance rights, support
     rights, improvement rights, renewal rights and indemnifications, and any
     substitutions, replacements, additions or model conversions of any of the
     foregoing;

               (vi) Contract Rights;

               (vii) Deposit Accounts;

               (viii) Documents;

               (ix) Equipment;


                                       2



               (x) Financial Assets;

               (xi) Fixtures;

               (xii) General Intangibles, including Payment Intangibles and
     Software;

               (xiii) Goods (including all of its Equipment, Fixtures and
     Inventory), and all accessions, additions, attachments, improvements,
     substitutions and replacements thereto and therefor;

               (xiv) Instruments;

               (xv) Intellectual Property;

               (xvi) Inventory;

               (xvii) Investment Property;

               (xviii) money (of every jurisdiction whatsoever);

               (xix) Letter-of-Credit Rights;

               (xx) Payment Intangibles;

               (xxi) Security Entitlements;

               (xxii) Software;

               (xxiii) Supporting Obligations;

               (xxiv) Uncertificated Securities; and

               (xxv) to the extent not included in the foregoing, all other
     personal property of any kind or description;

together with all books, records, writings, data bases, information and other
property relating to, used or useful in connection with, or evidencing,
embodying, incorporating or referring to any of the foregoing, and all Proceeds,
products, offspring, rents, issues, profits and returns of and from any of the
foregoing; provided that to the extent that the provisions of any lease or
license of Computer Hardware and Software or Intellectual Property expressly
prohibit (which prohibition is enforceable under applicable law) any assignment
thereof, and the grant of security interest therein, Agent will not enforce its
security interest in such Grantor's rights under such lease or license (other
than in respect of the Proceeds thereof) for so long as such prohibition
continues, it being understood that upon request of Agent, such Grantor will in
good faith use reasonable efforts to obtain consent for the creation of a
security interest in favor of Agent (and to Agent's enforcement of such security
interest) in Agent's rights under such lease or license.

          (b)  Other Collateral.


                                        3



               (i) Commercial Tort Claims. Each Grantor shall, and shall cause
     its Subsidiaries to, promptly notify Agent in writing upon its obtaining
     knowledge of the incurrence of or obtaining a Commercial Tort Claim after
     the Closing Date against any third party and, upon request of Agent,
     promptly enter into an amendment to this Agreement and do such other acts
     or things deemed appropriate by Agent to give Agent a security interest in
     any such Commercial Tort Claim.

               (ii) Other Collateral. Each Grantor shall, and shall cause its
     Subsidiaries to, promptly notify Agent in writing upon acquiring or
     otherwise obtaining any material amount of Collateral after the date hereof
     consisting of Deposit Accounts, Investment Property, Letter of Credit
     Rights or Electronic Chattel Paper and, upon the request of Agent, promptly
     execute such other documents, and do such other acts or things deemed
     appropriate by Agent to deliver to Agent control with respect to such
     Collateral; promptly notify Agent in writing upon acquiring or otherwise
     obtaining any Collateral after the date hereof consisting of Documents or
     Instruments and, upon the request of Agent, will promptly execute such
     other documents, and do such other acts or things deemed appropriate by
     Agent to deliver to Agent possession of such Documents which are negotiable
     and Instruments (other than Instruments for which the aggregate principal
     amount does not collectively exceed $100,000), and, with respect to
     nonnegotiable Documents, to have such nonnegotiable Documents issued in the
     name of Agent; and with respect to Collateral in the possession of a third
     party, other than Certificated Securities and Goods covered by a Document,
     obtain an acknowledgement from the third party that it is holding the
     Collateral for the benefit of Agent.

          (c) Lien Perfection; Further Assurances. Each Grantor shall, and shall
cause its Subsidiaries to, execute such UCC-1 financing statements as are
required by the UCC and such other instruments, assignments or documents as are
necessary to perfect Agent's Lien upon any of the Collateral and shall take such
other action as may be required to perfect or to continue the perfection of
Agent's Lien upon the Collateral. Unless prohibited by applicable law, such
Grantor hereby irrevocably authorizes Agent to execute (if required) and file
any such financing statements, including, without limitation, financing
statements that indicate the Collateral (i) as all assets of such Grantor or its
Subsidiaries, as applicable, or words of similar effect, or (ii) as being of an
equal or lesser scope, or with greater or lesser detail, than as set forth in
Subsection 1(a) above, on such Grantor's or the applicable Subsidiary's behalf.
Such Grantor, on behalf of itself and its Subsidiaries, also hereby ratifies its
authorization for Agent to have filed in any jurisdiction any like financing
statements or amendments thereto if filed prior to the date hereof. The parties
agree that a carbon, photographic or other reproduction of this Agreement shall
be sufficient as a financing statement and may be filed in any appropriate
office in lieu thereof. At Agent's request, such Grantor shall, and shall cause
its Subsidiaries to, also promptly execute or cause to be executed and shall
deliver to Agent any and all documents, instruments and agreements deemed
necessary by Agent to give effect to or carry out the terms or intent of the
Loan Documents. Such Grantor shall, and shall cause its Subsidiaries to, mark
all chattel paper to note Agent's Liens therein.

          (d) Lien on Realty. The due and punctual payment and performance of
the Obligations shall also be secured by the Lien created by Mortgages upon all
real Property of each Grantor and its Subsidiaries now or hereafter owned. Each
Mortgage shall be executed by such


                                        4



Grantor or the applicable Subsidiary in favor of Agent. Each Mortgage shall be
duly recorded, at such Grantor's expense, in each office where such recording is
required to constitute a fully perfected first Lien on the real Property covered
thereby. Such Grantor shall deliver to Agent, at such Grantor's expense,
mortgagee title insurance policies issued by a title insurance company
satisfactory to Agent, which policies shall be in form and substance
satisfactory to Agent and shall insure a valid first Lien in favor of Agent, for
the benefit of itself and the Lenders, on the Property covered by each Mortgage,
subject only to those exceptions acceptable to Agent and its counsel. Such
Grantor shall deliver to Agent such other documents, including, without
limitation, as-built survey prints of the real Property, as Agent and its
counsel may request relating to the real Property subject to the Mortgages.

     2 Collateral Administration

          (a)  General

               (i) Location of Collateral. All Collateral, other than Inventory
     in transit and motor vehicles, will at all times be kept by each Grantor at
     one or more of business locations set forth in Exhibit 5.1.1 to the
     Restated Loan Agreement, as updated pursuant to Section 5.3 of the Restated
     Loan Agreement.

               (ii) Insurance of Collateral. Each Grantor shall maintain and pay
     for insurance upon all Collateral wherever located and with respect to the
     business of such Grantor, covering casualty, hazard, public liability,
     workers' compensation and such other risks in such amounts and with such
     insurance companies as are reasonably satisfactory to Agent. Such Grantor
     shall deliver certified copies of such policies to Agent as promptly as
     practicable, with satisfactory lender's loss payable endorsements, naming
     Agent as loss payee on any property insurance or business interruption
     insurance policies and as an additional insured on any liability insurance
     policies, and showing only such other loss payees, assignees and additional
     insureds as are satisfactory to Agent. Each policy of insurance or
     endorsement shall contain a clause requiring the insurer to give not less
     than 10 days' prior written notice to Agent in the event of cancellation of
     the policy for nonpayment of premium and not less than 30 days' prior
     written notice to Agent in the event of cancellation of the policy for any
     other reason whatsoever and a clause specifying that the interest of Agent
     shall not be impaired or invalidated by any act or neglect of such Grantor,
     any of its Subsidiaries or the owner of the Property or by the occupation
     of the premises for purposes more hazardous than are permitted by said
     policy. Such Grantor agrees to deliver to Agent, promptly as rendered, true
     copies of all reports made in any reporting forms to insurance companies.

     Unless such Grantor provides Agent with evidence of the insurance coverage
     required by this Agreement, Agent may purchase insurance at such Grantor's
     expense to protect Agent's interests in the Properties of such Grantor.
     This insurance may, but need not, protect the interests of such Grantor.
     The coverage that Agent purchases may not pay any claim that such Grantor
     makes or any claim that is made against such Grantor in connection with
     said Property. Such Grantor may later cancel any insurance purchased by
     Agent, but only after providing Agent with evidence that such Grantor has
     obtained insurance as required by this Agreement. If Agent purchases
     insurance, such Grantor


                                        5



     will be responsible for the costs of that insurance, including interest and
     any other charges Agent may impose in connection with the placement of
     insurance, until the effective date of the cancellation or expiration of
     the insurance. The costs of the insurance may be added to the Obligations.
     The costs of the insurance may be more than the cost of insurance that such
     Grantor may be able to obtain on its own.

               (iii) Protection of Collateral. Neither Agent nor any Lender
     shall be liable or responsible in any way for the safekeeping of any of the
     Collateral or for any loss or damage thereto (except for reasonable care in
     the custody thereof while any Collateral is in Agent's or such Lender's
     actual possession) or for any diminution in the value thereof, or for any
     act or default of any warehouseman, carrier, forwarding agency, or other
     person whomsoever, but the same shall be at such Grantor's sole risk.

          (b)  Administration of Accounts.

               (i) Records, Schedules and Assignments of Accounts. Each Grantor
     shall, and shall cause each of its Subsidiaries and Affiliates to, keep
     accurate and complete records of its Accounts and all payments and
     collections thereon and shall submit to 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 such
     Grantor with respect to such information. Concurrently with the delivery of
     each Borrowing Base Certificate by Borrower as required by Subsection 7.1.4
     of the Restated Loan Agreement, or more frequently as requested by Agent,
     from and after the date hereof, such Grantor shall deliver to Agent a
     detailed aging of all of Accounts of such Grantor, and upon Agent's request
     therefor, 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 Agent
     shall reasonably request.

               (ii) Taxes. If an Account includes a charge for any tax payable
     to any governmental taxing authority, Agent is authorized, in its sole
     discretion, to pay the amount thereof to the proper taxing authority for
     the account of each Grantor or its Subsidiary and to charge such Grantor
     therefor, except for taxes that (i) are being actively contested in good
     faith and by appropriate proceedings and with respect to which such Grantor
     or such Subsidiary maintains reasonable reserves on its books therefor and
     (ii) would not reasonably be expected to result in any Lien other than a
     Permitted Lien. In no event shall Agent or any Lender be liable for any
     taxes to any governmental taxing authority that may be due by such Grantor
     or any of its Subsidiaries or Affiliates.

               (iii) Account Verification. Any of Agent's officers, employees or
     agents shall have the right, at any time or times hereafter, in the name of
     Agent, any designee of Agent or any Grantor, to verify the validity, amount
     or any other matter relating to any Accounts by mail, telephone, telegraph
     or otherwise; provided, that unless a Default or an Event of Default is
     then in existence, prior to conducting each set of verifications, Agent
     shall generally consult with such Grantor about the verification


                                        6



     process. Such Grantor shall cooperate fully with Agent in an effort to
     facilitate and promptly conclude any such verification process.

               (iv) Maintenance of Dominion Account. Each Grantor shall maintain
     lockbox and blocked account arrangements acceptable to Agent with such
     banks as may be selected by such Grantor and be acceptable to Agent, for
     direct deposit of payments and other remittances. Such Grantor shall also
     maintain a Dominion Account or Accounts pursuant to lockbox and blocked
     account arrangements acceptable to Agent with such banks as may be selected
     by such Grantor and be acceptable to Agent. Upon the occurrence of a
     Liquidity Event or an Event of Default, such Grantor shall issue to any
     such banks an irrevocable letter of instruction directing such banks to
     deposit all payments or other remittances received in the lockbox and
     blocked accounts to the Dominion Account for application on account of the
     Obligations. All funds deposited in any Dominion Account shall immediately
     become the property of Agent, for the ratable benefit of Lenders, and such
     Grantor shall obtain the agreement by such banks in favor of Agent to waive
     any offset rights against the funds so deposited. In the event that the
     applicable bank is unwilling to waive such rights, such Grantor shall, upon
     Agent's request to do so, immediately transfer any funds deposited in such
     bank accounts to a bank that will agree to waive such rights. Agent assumes
     no responsibility for such lockbox and blocked account arrangements,
     including, without limitation, any claim of accord and satisfaction or
     release with respect to deposits accepted by any bank thereunder. As soon
     as practicable, each Grantor shall give written instructions directing the
     applicable obligors to direct all payments and remittances to such
     accounts. Each Grantor shall have 60 days (or such additional time as the
     Agent shall determine in its sole discretion) from the date hereof to
     establish the arrangements required by this Subsection 2(b)(iv).

               (v) Collection of Accounts, Proceeds of Collateral. To expedite
     collection, each Grantor shall endeavor in the first instance to make
     collection of its Accounts for Agent. All remittances received by such
     Grantor on account of Accounts, together with the proceeds of any other
     Collateral, shall be held as Agent's property, for its benefit and the
     benefit of Lenders, by such Grantor as trustee of an express trust for
     Agent's benefit and such Grantor shall immediately deposit same in kind in
     the lockboxes or a Dominion Account. Agent retains the right at all times
     after the occurrence and during the continuance of a Default or an Event of
     Default to notify Account Debtors that Accounts of such Grantor have been
     assigned to Agent and to collect such Accounts directly in its own name and
     to charge the collection costs and expenses, including attorneys' fees, to
     such Grantor.

          (c) Records and Reports of Inventory, Machinery and Equipment. Each
Grantor shall, and shall cause its Subsidiaries and Affiliates to, keep records
of its Inventory, and Equipment, which records shall be complete and accurate in
all material respects. Such Grantor shall furnish to Agent updates of Inventory
and Equipment reports as required by Section 5.3 of the Restated Loan Agreement
concurrently with the delivery by Borrower of each Borrowing Base Certificate
described in Subsection 7.1.4 of the Restated Loan Agreement or more frequently
as requested by Agent, which reports will be in such other format and detail as
Agent shall request and shall include a current list of all locations of
Inventory, Machinery and


                                        7



Equipment of such Grantor. Such Grantor shall conduct an inventory no less
frequently than annually of all Inventory on premises owned or leased by such
Grantor or any it is Subsidiaries and shall provide to Agent a report based on
each such physical inventory promptly thereafter, together with such supporting
information as Agent shall reasonably request.

          (d) Administration of Equipment. Each Grantor shall, and shall cause
its Subsidiaries and Affiliates 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 such Grantor shall
furnish Agent with a current schedule containing the foregoing information on at
least an annual basis and more often if reasonably requested by Agent. Promptly
after the reasonable request therefor by Agent, such Grantor shall deliver to
Agent any and all evidence of ownership, if any, of any Equipment.

          (e) Appraisals. When reasonably requested by Agent, each Grantor shall
provide the following: 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
such Grantor by category and by item (in detail) and report the then appraised
value (at lower of cost or orderly liquidation value) of such Inventory, and a
report of Equipment which shall describe such Grantor's Equipment (in detail)
and report the then appraised value (at lower of cost or orderly liquidation
value) of such Equipment. In addition, when requested by Agent after
consultation with such Grantor regarding the scope and cost of any such
appraisal, such Grantor shall allow Agent to engage an Appraiser with respect to
the Collateral, shall provide Agent and such Appraiser reasonable access to the
Collateral and shall cooperate with Agent and such Appraiser with respect to the
foregoing. Unless (a) a Default, an Event of Default or a Liquidity Event has
occurred and is continuing or (b) such Grantor otherwise agrees, (i) the
appraisals respecting Inventory held for lease or sale shall be requested at
least once, but not more than once, during any twelve month period, other than
appraisals of such Inventory in connection with a Permitted Acquisition and (ii)
at the option of Agent, such appraisals may be done on either a desktop or
physical inspection basis.

     3 REPRESENTATIONS AND WARRANTIES

          (a) General Representations and Warranties. To induce Agent and each
Lender to enter into this Agreement and to make advances hereunder, each Grantor
warrants, represents and covenants to Agent and each Lender that:

               (i) Power and Authority. Each Grantor is duly authorized and
     empowered to enter into, execute, deliver and perform this Agreement. The
     execution, delivery and performance of this Agreement has been duly
     authorized by all necessary corporate or other relevant action and do not
     and will not (i) require any consent or approval of any of the
     shareholders, partners or members, as the case may be, of any Grantor; (ii)
     contravene any Grantors' 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 any Grantor to be in default
     under, any provision of any law, rule, regulation, order, writ, judgment,
     injunction, decree, determination or award in effect


                                        8



     having applicability to any Grantor; (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 any Grantor 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 Grantor.

               (ii) Title to Properties; Priority of Liens. Such Grantor has
     good, indefeasible and marketable title to and fee simple ownership of, or
     valid and subsisting leasehold interests in, all of its 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. such Grantor has
     paid or discharged all lawful claims which, if unpaid, might become a Lien
     against any of such Grantor's Properties that is not a Permitted Lien. The
     Liens granted to Agent under Section 1 hereof and under the Security
     Documents are first priority Liens, subject only to Permitted Liens.

               (iii) Accounts. Agent may rely, in determining which Accounts are
     Eligible Accounts, on all statements and representations made by such
     Grantor with respect to any Account or Accounts of such Grantor. With
     respect to each of such Accounts, whether or not such Account is an
     Eligible Account, unless otherwise disclosed to Agent in writing: (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 such Grantor, 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 such Grantor and the Account Debtor
     and the Account Debtor is not an Affiliate of such Grantor; (C) it is for a
     liquidated amount maturing as stated in the duplicate 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 such Grantor'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 (F) to Grantor'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).

               (iv) Equipment. The Equipment of each Grantor is in good
     operating condition and repair.

          (b) Continuous Nature of Representations and Warranties. Each
representation and warranty contained in this Agreement and the other Loan
Documents shall be continuous in nature and shall remain accurate, complete in
all material respects and not misleading at all times during the term of this
Agreement, except for changes in the nature of such Grantor's or one of such
Grantor's Subsidiary's or Affiliate's business or operations that


                                        9



would render the information in any exhibit attached hereto or to any other Loan
Document either inaccurate, incomplete or misleading, so long as Majority
Lenders have consented to such changes or such changes are expressly permitted
by this Agreement.

          (c) Survival of Representations and Warranties. All representations
and warranties of each Grantor contained in this Agreement or any of the other
Loan Documents shall survive the execution, delivery and acceptance thereof by
Agent and each Lender and the parties thereto and the closing of the
transactions described therein or related thereto.

     4 Covenants.

          (a) Landlord, Processor and Storage Agreements. Each Grantor shall
provide Agent on request with copies of all agreements between such Grantor and
any landlord, processor, distributor, warehouseman or consignee which owns any
premises at which any Collateral may, from time to time, be kept

          (b) Deposit and Brokerage Accounts. For each deposit account or
brokerage account that any Grantor at any time opens or maintains, such Grantor
shall, at Agent's request and option, pursuant to an agreement in form and
substance satisfactory to Agent, cause the depository bank or securities
intermediary, as applicable, to agree to comply at any time with instructions
from 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 such Grantor.

          (c) Maintenance of Equipment. Each Grantor shall 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. Such Grantor will not
permit any Equipment to become affixed to any real Property leased to such
Grantor 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 Agent, and such Grantor will not permit any of the Equipment of
such Grantor 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 Agent.

          (d) Maintenance of Existence. Each Grantor agrees that it shall not
change such Grantor's name, identity, corporate structure (e.g., by merger,
consolidation, change in corporate form or otherwise) sole place of business (or
principal residence if such Grantor is a natural person), chief executive
office, type of organization or jurisdiction of organization or establish any
trade names unless it shall have (a) notified the Agent in writing, at least
thirty (30) days prior to any such change or establishment, identifying such new
proposed name, identity, corporate structure, sole place of business (or
principal residence if such Grantor is a natural person), chief executive
office, jurisdiction of organization or trade name and providing such other
information in connection therewith as the Agent may reasonably request and (b)
taken all actions necessary or advisable to maintain the continuous validity,
perfection and the same or


                                       10



better priority of the Agent's security interest in the Collateral intended to
be granted and agreed to hereby.

     5 Right to Enter. Each Grantor shall permit representatives of Agent, and
during the continuation of any Default or Event of Default any Lender, from time
to time, as often as may be reasonably requested, but only during normal
business hours, to visit and inspect the Properties of such Grantor and each of
its Subsidiaries, inspect, audit and make extracts from its books and records,
observe the use of any part of the Collateral, or otherwise determine whether
such Grantor is in compliance with the terms of this Agreement. Agent, if no
Default or Event of Default then exists, shall give such Grantor reasonable
prior notice of any such inspection or audit.

     6 Further Assurances. Each Grantor shall execute and file any financing or
continuation statement, or amendments thereto, and such other instruments or
notices as may be necessary or desirable, which Agent may reasonably request in
order to perfect and preserve the perfection and the priority of the security
interests granted or purported to be granted under this Agreement. Such Grantor
agrees that, at Agent's option, this Agreement, or a photocopy hereof, may be
filed by Agent as a financing statement, and that such Grantor's execution
hereof shall constitute the execution by such Grantor of a financing statement.

     7 Defaults. Each Grantor shall be in default under this Agreement upon the
happening of any Event of Default under (and as defined in) the Restated Loan
Agreement.

     Upon the occurrence and during the continuance of an Event of Default,
Agent shall have and may exercise from time to time the following rights and
remedies:

               (i) All of the rights and remedies of a secured party under the
     UCC or under other applicable law, and all other legal and equitable rights
     to which Agent or Lenders may be entitled, all of which rights and remedies
     shall be cumulative and shall be in addition to any other rights or
     remedies contained in this Agreement or any of the other Loan Documents,
     and none of which shall be exclusive.

               (ii) The right to take immediate possession of the Collateral,
     and to (i) require each Grantor and its Subsidiaries to assemble the
     Collateral, at such Grantor's expense, and make it available to Agent at a
     place designated by Agent which is reasonably convenient to both parties,
     and (ii) enter any premises where any of the Collateral shall be located
     and to keep and store the Collateral on said premises until sold (and if
     said premises be the Property of such Grantor or any Subsidiary of such
     Grantor, such Grantor agrees not to charge, or permit any of its
     Subsidiaries to charge, Agent for storage thereof).

               (iii) The right to sell or otherwise dispose of all or any
     Collateral in its then condition, or after any further manufacturing or
     processing thereof, at public or private sale or sales, with such notice as
     may be required by law, in lots or in bulk, for cash or on credit, all as
     Agent, in its sole discretion, may deem advisable. Agent may, at Agent's
     option, disclaim any and all warranties regarding the Collateral in
     connection with any such sale. Each Grantor agrees that five (5) Business
     Days' written notice to


                                       11



     such Grantor or any of its Subsidiaries of any public or private sale or
     other disposition of Collateral shall be reasonable notice thereof, and
     such sale shall be at such locations as Agent may designate in said notice.
     Agent shall have the right to conduct such sales on such Grantor's or any
     of its Subsidiaries' premises, without charge therefor, and such sales may
     be adjourned from time to time in accordance with applicable law. Agent
     shall have the right to sell, lease or otherwise dispose of the Collateral,
     or any part thereof, for cash, credit or any combination thereof, and
     Agent, on behalf of Lenders, may purchase all or any part of the Collateral
     at public or, if permitted by law, private sale and, in lieu of actual
     payment of such purchase price, may set off the amount of such price
     against the Obligations. The proceeds realized from the sale of any
     Collateral may be applied, after allowing two (2) Business Days for
     collection, first to the costs, expenses and attorneys' fees incurred by
     Agent in collecting the Obligations, in enforcing the rights of Agent and
     Lenders under the Loan Documents and in collecting, retaking, completing,
     protecting, removing, storing, advertising for sale, selling and delivering
     any Collateral, second to the interest due upon any of the Obligations; and
     third, to the principal of the Obligations. If any deficiency shall arise,
     each Grantor shall remain jointly and severally liable to Agent and Lenders
     therefor.

               (iv) Agent is hereby granted a license or other right to use,
     without charge and consistent with the applicable Grantor's reasonable
     quality control requirements, each Grantor's and each of such Grantor's
     Subsidiary's labels, patents, copyrights, licenses, rights of use of any
     name, trade secrets, tradenames, trademarks and advertising matter, or any
     Property of a similar nature, as it pertains to the Collateral, in
     completing, advertising for sale and selling any Collateral and such
     Grantor's and each of its Subsidiary's rights under all licenses and all
     franchise agreements shall inure to Agent's benefit.

     8 Costs and Expenses. Each Grantor agrees to pay on demand all costs and
expenses, including legal fees, incurred or paid by Agent in preparing,
executing or amending this Agreement, and in exercising its rights and remedies
or protecting its interests hereunder.

     9 Right of Set Off. In addition to any rights now or hereafter granted
under applicable law and not by way of limitation of any such rights, during the
continuance of any Event of Default, each Lender is hereby authorized by each
Grantor at any time or from time to time, with prior written consent of Agent
and with reasonably prompt subsequent notice to such Grantor (any prior or
contemporaneous notice to such Grantor being hereby expressly waived) to set off
and to appropriate and to apply any and all (i) balances held by such Lender at
any of its offices for the account of such Grantor or any of its Subsidiaries
(regardless of whether such balances are then due to such Grantor or its
Subsidiaries), and (ii) other property at any time held or owing by such Lender
to or for the credit or for the account of such Grantor or any of its
Subsidiaries, against and on account of any of the Obligations of Borrower;
provided, that each Lender exercising such rights shall notify Agent thereof
prior to exercise, shall refrain from exercising such right until Agent shall
have confirmed to such Lender that such exercise will not prejudice the rights
of the Lenders, and any amount received as a result of the exercise of such
rights shall be shared in accordance with Subsection 3.8 of the Restated Loan
Agreement. Any Lender exercising a right to set off shall, to the extent the
amount of any such set off exceeds its Revolving Loan Percentage of the amount
set off, purchase for cash (and the other Lenders shall


                                       12



sell) interests in each such other Lender's pro rata share of the Obligations as
would be necessary to cause such Lender to share such excess with each other
Lender in accordance with their respective Revolving Loan Percentages. Each
Grantor agrees, to the fullest extent permitted by law, that any Lender may
exercise its right to set off with respect to amounts in excess of its pro rata
share of the Obligations and upon doing so shall deliver such excess to Agent
for the benefit of all Lenders in accordance with the Revolving Loan
Percentages..

     10 Notices. All notices, approvals, consents or other communications to
Agent required or desired to be given hereunder shall be in the form and manner,
and delivered to Agent at its addresses, as set forth in Section 11.8 of the
Restated Loan Agreement. All notices, approvals, consents or other
communications to Grantors required or desired to be given hereunder shall be in
the form and manner, and delivered to Borrower at its addresses, as set forth in
Section 11.8 of the Restated Loan Agreement.

     11 Termination of Security Agreement. This Security Agreement and the
security interest hereunder shall terminate upon the full and final payment in
cash and performance of all the Obligations by Borrower under the Restated Loan
Agreement and termination of the Revolving Loan Commitments. Notwithstanding
anything to the contrary herein, this Security Agreement (including all
representations, warranties and covenants contained herein) shall continue to be
effective or be reinstated, as the case may be, if at any time any amount
received by any Lender in respect of the Secured Obligations is rescinded or
must otherwise be restored or returned by Lender upon or in connection with the
insolvency, bankruptcy, dissolution, liquidation or reorganization of any
Grantor or otherwise, all as though such payment had not been made.

     12 Headings. The headings in this Agreement are for purposes of reference
only and shall not otherwise affect the meaning or construction of any provision
of this Agreement.

     13 Amendments. Any amendment or waiver of any provision of this Agreement
and any consent to any departure by any Grantor from any provision of this
Agreement shall be effective only if made or given in compliance with all of the
terms and provisions of Section 10.10 of the Restated Loan Agreement.

     14 Entire Agreement. This Agreement and the Loan Documents are intended by
the parties as a final expression of their agreement and is intended as a
complete and exclusive statement of the terms and conditions thereof. Acceptance
of or acquiescence in a course of performance rendered under this Agreement
shall not be relevant to determine the meaning of this Agreement even though the
accepting or acquiescing party had knowledge of the nature of the performance
and opportunity for objection.

     15 Severability. The provisions of this Agreement are severable, and if any
clause or provision shall be held invalid or unenforceable in whole or in part
in any jurisdiction, then such invalidity or unenforceability shall affect in
that jurisdiction only such clause or provision, or part thereof, and shall not
in any manner affect such clause or provision in any other jurisdiction or any
other clause or provision of this Agreement in any jurisdiction.


                                       13



     16 Successors and Assigns. All rights of Agent hereunder shall inure to the
benefit of its successor and assigns. No Grantor shall assign any of its
interest under this Agreement without the prior written consent of Agent. Any
purported assignment inconsistent with this provision shall, at the option of
Agent, be null and void.

     17 Governing Law. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AGREEMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY
THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS PROVISIONS) AND DECISIONS
OF THE STATE OF NEW YORK.

     18 Submission to Jurisdiction. ALL DISPUTES AMONG THE ANY OF THE GRANTORS
AND THE LENDERS (OR THE AGENT ACTING ON THEIR BEHALF) ARISING UNDER THIS
AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE
RESOLVED ONLY BY STATE AND FEDERAL COURTS LOCATED IN NEW YORK COUNTY, NEW YORK,
AND THE COURTS TO WHICH AN APPEAL THEREFROM MAY BE TAKEN; PROVIDED, HOWEVER,
THAT THE AGENT, ON BEHALF OF THE LENDERS, SHALL HAVE THE RIGHT, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, TO PROCEED AGAINST ANY OF THE GRANTORS OR THEIR
PROPERTY IN ANY LOCATION REASONABLY SELECTED BY THE AGENT IN GOOD FAITH TO
ENABLE THE AGENT TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A JUDGMENT OR OTHER
COURT ORDER IN FAVOR OF THE AGENT. EACH OF THE GRANTORS WAIVES ANY OBJECTION
THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH THE AGENT HAS COMMENCED A
PROCEEDING ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON FORUM NON CONVENIENS.

     19 Service of Process. EACH OF THE GRANTORS HEREBY IRREVOCABLY DESIGNATES
CT CORPORATIONS SYSTEMS AS THE DESIGNEE, APPOINTEE AND AGENT OF THE GRANTORS TO
RECEIVE, FOR AND ON BEHALF OF THE GRANTORS, SERVICE OF PROCESS IN SUCH
RESPECTIVE JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT. IT IS UNDERSTOOD THAT A COPY OF SUCH
PROCESS SERVED ON SUCH AGENT AT ITS ADDRESS WILL BE PROMPTLY FORWARDED BY MAIL
TO SUCH GRANTOR, BUT FAILURE OF ANY OF THE GRANTORS TO RECEIVE SUCH COPY SHALL
NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS.

     20 Jury Trial. EACH OF THE GRANTORS, THE AGENT AND THE LENDERS EACH HEREBY
WAIVE ANY RIGHT TO A TRIAL BY JURY. INSTEAD, ANY DISPUTES WILL BE RESOLVED IN A
BENCH TRIAL.

     21 Limitation of Liability. NEITHER THE AGENT NOR ANY LENDER SHALL HAVE ANY
LIABILITY TO THE ANY OF THE GRANTORS (WHETHER SOUNDING IN TORT, CONTRACT, OR
OTHERWISE) FOR LOSSES SUFFERED BY ANY OF THE


                                       14



GRANTORS IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO THE
TRANSACTIONS OR RELATIONSHIPS CONTEMPLATED BY THIS AGREEMENT, OR ANY ACT,
OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, UNLESS IT IS DETERMINED BY
A FINAL AND NONAPPEALABLE JUDGMENT OR COURT ORDER BINDING ON THE AGENT OR ANY
SUCH LENDER, THAT THE LOSSES WERE THE RESULT OF ACTS OR OMISSIONS CONSTITUTING
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

     22 Delay; Waiver. No delay in enforcing or failing to enforce any right
under this Agreement by Lender shall constitute a waiver by Lender of such
right. No waiver by Lender of any default hereunder shall be effective unless in
writing, nor shall any waiver operate as a waiver of any other default or of the
same default on a future occasion.

     23 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but all of which shall together constitute one and the same agreement.

     24 Additional Grantors. From time to time subsequent to the date hereof,
additional Subsidiaries of Borrower may become parties hereto as additional
Grantors (the "Additional Grantors"), by executing a counterpart (the
"Counterpart") substantially in the form of Exhibit A hereto. Upon delivery of
any such Counterpart to the Agent, notice of which is hereby waived by Grantors,
each such Additional Grantor shall be a Grantor and shall be as fully a party
hereto as if such Additional Grantor were an original signatory hereto. Each
Grantor expressly agrees that its obligations arising hereunder shall not be
affected or diminished by the addition or release of any other Grantor
hereunder, nor by any election of Agent not to cause any Subsidiary of Borrower
to become an Additional Grantor hereunder. This Agreement shall be fully
effective as to any Grantor that is or becomes a party hereto regardless of
whether any other Person becomes or fails to become or ceases to be a Grantor
hereunder.

     25 Interpretation of Agreement. Time is of the essence in each provision of
this Agreement of which time is an element. All terms not defined herein or in
the Restated Loan Agreement shall have the meaning set forth in the applicable
Uniform Commercial Code, except where the context otherwise requires. To the
extent a term or provision of this Agreement conflicts with the Restated Loan
Agreement, the Restated Loan Agreement shall control with respect to the subject
matter of such term or provision. Acceptance of or acquiescence in a course of
performance rendered under this Agreement shall not be relevant in determining
the meaning of this Agreement even though the accepting or acquiescing party had
knowledge of the nature of the performance and opportunity for objection

                     [remainder of page intentionally blank]


                                       15



     IN WITNESS WHEREOF, each of the Grantors has executed and delivered this
Amended and Restated Subsidiary Security Agreement as of the date set forth in
the first paragraph hereof.

                                     GRANTORS:

                                     MOBILE MINI I, INC.,
                                     an Arizona corporation


                                     By:
                                         ---------------------------------------
                                     Name:
                                           -------------------------------------
                                     Title:
                                            ------------------------------------


                                     MOBILE MINI HOLDINGS, INC.,
                                     a Delaware corporation


                                     By:
                                         ---------------------------------------
                                     Name:
                                           -------------------------------------
                                     Title:
                                            ------------------------------------


                                     DELIVERY DESIGN SYSTEMS, INC.,
                                     an Arizona corporation


                                     By:
                                         ---------------------------------------
                                     Name:
                                           -------------------------------------
                                     Title:
                                            ------------------------------------


                                     MOBILE MINI, LLC,
                                     a Delaware limited liability company


                                     By:
                                         ---------------------------------------
                                     Name:
                                           -------------------------------------
                                     Title:
                                            ------------------------------------


                                     MOBILE MINI, LLC,
                                     a California limited liability company


                                     By:
                                         ---------------------------------------
                                     Name:
                                           -------------------------------------
                                     Title:
                                            ------------------------------------


                                     MOBILE MINI OF OHIO, LLC,
                                     a Delaware limited liability company


                                     By:
                                         ---------------------------------------
                                     Name:
                                           -------------------------------------
                                     Title:
                                            ------------------------------------



                                     MOBILE MINI TEXAS LIMITED PARTNERSHIP, LLP,
                                     a Texas limited liability partnership


                                     By:
                                         ---------------------------------------
                                     Name:
                                           -------------------------------------
                                     Title:
                                            ------------------------------------



                                                                    EXHIBIT A TO
                              AMENDED AND RESTATED SUBSIDIARY SECURITY AGREEMENT

                              [FORM OF COUNTERPART]

                                   COUNTERPART

     COUNTERPART (this "Counterpart"), dated _______, is delivered pursuant to
Section 24 of the Amended and Restated Subsidiary Security Agreement referred to
below. The undersigned hereby agrees that this Counterpart may be attached to
the Amended and Restated Subsidiary Security Agreement, dated as of February 17,
2006 (as it may be from time to time amended, modified or supplemented, the
"Subsidiary Security Agreement"; capitalized terms used herein not otherwise
defined herein shall have the meanings ascribed therein), by Mobile Mini I,
Inc., an Arizona corporation, Mobile Mini Holdings, Inc., a Delaware
corporation, Delivery Design Systems, Inc., an Arizona corporation, Mobile Mini,
LLC, a Delaware limited liability company, Mobile Mini, LLC, a California
limited liability company, Mobile Mini of Ohio, LLC, a Delaware limited
liability company, and Mobile Mini Texas Limited Partnership, LLP, a Texas
limited liability partnership, in favor of Deutsche Bank AG, New York Branch,
for itself and as agent (the "Agent"). The undersigned by executing and
delivering this Counterpart hereby becomes a Grantor under the Subsidiary
Security Agreement in accordance with Section 24 thereof and agrees to be bound
by all of the terms thereof.

                                     [NAME OF ADDITIONAL GRANTOR]


                                     By:
                                         ---------------------------------------
                                     Name:
                                           -------------------------------------
                                     Title:
                                            ------------------------------------

EX-10.3.4

                                                                  EXHIBIT 10.3.4

                                                                  EXECUTION COPY

                      AMENDED AND RESTATED PLEDGE AGREEMENT

THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this "Agreement") is made and
entered into as of February 17, 2006 by MOBILE MINI, INC., a Delaware
corporation, MOBILE MINI I, INC., an Arizona corporation, MOBILE MINI HOLDINGS,
INC., a Delaware corporation, DELIVERY DESIGN SYSTEMS, INC., an Arizona
corporation, MOBILE MINI, LLC, a Delaware limited liability company, MOBILE
MINI, LLC, a California limited liability company, MOBILE MINI OF OHIO, LLC, a
Delaware limited liability company, and MOBILE MINI TEXAS LIMITED PARTNERSHIP,
LLP, a Texas limited liability partnership (collectively, the "Pledgors", and
each a "Pledgor") in favor of DEUTSCHE BANK AG, NEW YORK BRANCH, a banking
corporation duly organized and existing under the laws of Germany and acting by
and through its New York Branch, with an office at 60 Wall Street, New York, NY
10005, for itself and as agent (the "Agent") for the financial institutions and
their successors and assigns (the "Lenders") which are or may hereafter become
parties to the Loan Agreement (as defined below).

                                    RECITALS

          WHEREAS, each Pledgor listed on Schedule I hereto is the owner of the
outstanding shares of stock or other equity interests (the "Pledged Shares") set
forth on Schedule I hereto, of each of the subsidiaries of such Pledgor listed
on Schedule I hereto (the "Issuers"); and

          WHEREAS, each Pledgor may from time to time enter into certain lease
and rental agreements with various customers (collectively, the "Lessees")
whereby such Pledgor leases various types of storage containers or trailers to
such Lessees (collectively, the "Rental Agreements"); and

          WHEREAS, Mobile Mini, Inc. (the "Borrower"), Fleet Capital Corporation
("Fleet"), as agent and as a lender, and certain other lenders (together with
Fleet, the "Existing Lenders"), are parties to that certain Amended and Restated
Loan and Security Agreement, dated as of February 11, 2002, and Amended and
Restated as of June 26, 2003, and as further amended by that certain First
Amendment to Amended and Restated Loan and Security Agreement, dated as of
January 14, 2004, that certain Second Amendment to Amended and Restated Loan and
Security Agreement, dated as of March 16, 2004 and that certain Third Amendment
to Amended and Restated Loan and Security Agreement dated as of August__, 2004
(collectively, the "Existing Loan Agreement"), pursuant to which the Existing
Lenders agreed to lend the Borrower certain amounts, all in accordance with and
subject to the terms and conditions set forth in the Existing Loan Agreement;
and

          WHEREAS, as a condition precedent to the obligation of the Existing
Lenders to execute and deliver and perform under the Existing Loan Agreement,
Fleet and the Pledgors entered into a Pledge Agreement dated as of Feburary 11,
2002 (as amended prior to the date hereof, the "Existing Pledge Agreement"),
pursuant to which the Pledgors pledged to Fleet, and


                                        1



granted a security interest in, certain pledged collateral as security for the
Pledgors' obligations under the Existing Loan Agreement; and

          WHEREAS, pursuant to that certain Second Amended and Restated Loan
Agreement dated as of even date hereof by and among the Borrower, the Agent and
the Lenders (as such agreement may be further amended, extended, renewed,
supplemented, restated or otherwise modified from time to time, the "Loan
Agreement"), the Existing Loan Agreement is being amended and restated to, among
other things, increase the maximum loan amount under the revolving credit
facility and replace Fleet as agent with the Agent. Capitalized terms used
herein and not otherwise defined herein shall have the meanings given to such
terms in the Loan Agreement; and

          WHEREAS, pursuant to the Loan Agreement, the parties hereto desire to
amend and restate the Existing Pledge Agreement in its entirety as set forth
herein; and

          WHEREAS, the Agent and the Lenders have required, as a condition to
their entering into the Loan Agreement, that each Pledgor (i) pledge to the
Agent, and grant to the Agent a security interest in, the Pledged Collateral and
(ii) execute and deliver this Agreement in order to secure the payment and
performance by the Borrower of the Obligations.

          NOW THEREFORE, in consideration of the premises and in order to induce
the Lenders to make Loans to the Borrower and participate in Letters of Credit,
each Pledgor hereby agrees with the Agent for its benefit and the ratable
benefit of the Lenders as follows:

                                    AGREEMENT

          1. PLEDGE. Each Pledgor hereby pledges to the Agent, and grants to the
Agent a continuing first priority and perfected security interest in, the
following (the "Pledged Collateral"):

               (a) the Pledged Shares and the certificates representing the
Pledged Shares, and all products and proceeds of any of the Pledged Shares
including, without limitation, all dividends, cash, instruments, subscriptions,
warrants and other rights and options and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of the Pledged Shares;

               (b) all additional shares of stock of, or equity interest in, any
of the Subsidiaries of such Pledgor from time to time acquired by such Pledgor
in any manner, and the certificates representing such additional shares (any
such additional shares shall constitute part of the Pledged Shares under and as
defined in this Agreement), and all products and proceeds of any of such
additional Pledged Shares, including, without limitation, all dividends, cash,
instruments, subscriptions, warrants and any other rights and options and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such additional Pledged Shares;


                                        2



               (c) the Rental Agreements and the chattel paper, instruments and
documents representing, constituting, or relating to the Rental Agreements, and
all products and proceeds of the foregoing, including, without limitation, all
interest and rental payments, instruments, and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
the Rental Agreements;

               (d) all promissory notes evidencing indebtedness of Borrower or
any Subsidiary of Borrower to such Pledgor;

               (e) all additional promissory notes, security agreements, chattel
paper, instruments and documents from time to time held by such Pledgor in any
manner, and all products and proceeds of the foregoing, including, without
limitation, all interest and principal payments, instruments, and other property
from time to time received, receivable or otherwise distributed in respect of or
in exchange for any such additional promissory notes, instruments and documents,
provided, however, that such Pledgor need not deliver such promissory notes or
instruments to Agent if the aggregate principal amount of such promissory notes
and instruments, collectively, does not exceed One Hundred Thousand Dollars
($100,000); and

               (f) all other claims of any kind or nature and any instruments,
certificates, chattel paper or other writings evidencing such claims, whether in
contract or tort and whether arising by operation of law, consensual agreement
or otherwise, at any time acquired by such Pledgor against any Subsidiary of
such Pledgor.

          2. SECURITY FOR OBLIGATIONS. This Agreement secures the payment and
performance of all of the Obligations of the Borrower to Agent and the Lenders
under the Loan Agreement.

          3. DELIVERY OF PLEDGED COLLATERAL. All certificates, documents or
instruments representing or evidencing the Pledged Collateral shall be delivered
to and held by or on behalf of the Agent pursuant hereto (except as otherwise
provided in Section 1(e) above) and shall be in suitable form for transfer by
delivery, or shall be accompanied by duly executed instruments of transfer or
assignment in blank, all in form and substance satisfactory to the Agent;
provided, however, that prior to the occurrence of an Event of Default, in lieu
of delivering to Agent the Pledged Collateral consisting of Rental Agreements,
each Pledgor may: (a) cause the forms of all Rental Agreements employed by such
Pledgor to contain the following notice, in a prominent manner:

          "CHATTEL PAPER FINANCING NOTICE: THIS CHATTEL PAPER IS SUBJECT TO A
          PRIOR SECURITY INTEREST TO DEUTSCHE BANK AG, NEW YORK BRANCH, AS
          AGENT, PERFECTED BY THE FILING OF A UNIFORM COMMERCIAL CODE FINANCING
          STATEMENT. NO SECURITY OR OWNERSHIP INTEREST MAY BE PERFECTED HEREIN
          BY POSSESSION OF THIS CHATTEL PAPER UNDER THE UCC OR OTHERWISE."

or, (b) with respect to Rental Agreements in effect as of the Restatement Date,
to cause each Rental Agreement to be stamped, in a prominent manner, with the
foregoing legend. With


                                        3



respect to any Pledged Shares which are not evidenced by a certificate, each
Pledgor shall, and shall cause its Subsidiary to, enter into an agreement in
form and substance satisfactory to the Agent, granting to the Agent control of
such Pledged Shares under the UCC.

          4. REPRESENTATIONS AND WARRANTIES. Each Pledgor represents and
warrants to the Agent and the Lenders as follows:

               (a) The Pledged Shares owned by such Pledgor have been duly
authorized and validly issued and are fully paid and non-assessable. The Rental
Agreements to which such Pledgor is a party have been duly authorized and
executed by the respective Lessees which are parties thereto, and constitute the
legal, valid and binding obligations of such respective Lessees.

               (b) Such Pledgor is the legal and beneficial owner of the Pledged
Collateral of such Pledgor, free and clear of any Lien on the Pledged Collateral
except as permitted in the Loan Agreement.

               (c) Upon the delivery to the Agent of the Pledged Collateral, the
filing of appropriate financing statements or other compliance with Section 3
hereof, the pledge of the Pledged Collateral of such Pledgor pursuant to this
Agreement creates, subject to the Liens permitted under the Loan Agreement, a
valid and perfected first priority interest in such Pledged Collateral securing
the payment of the Obligations for the benefit of the Agent and the Lenders,
provided the Pledged Collateral is held in the possession of the Agent or the
provisions of Section 3 hereof shall have otherwise been complied with by such
Pledgor.

               (d) No authorization, approval, or other action by, and no notice
to or filing with, any governmental authority or regulatory body is required
either (i) for the pledge by such Pledgor of its Pledged Collateral pursuant to
this Agreement or for the execution, delivery or performance of this Agreement
by such Pledgor or (ii) for the exercise by the Agent of the voting or other
rights provided for in this Agreement or the remedies in respect of the Pledged
Collateral pursuant to this Agreement (except as may be required in connection
with such disposition by laws affecting the offering and sale of securities and
except for the filing of appropriate financing statements).

               (e) Such Pledgor has requisite corporate power and authority to
execute, deliver and perform this Agreement and has the right to vote, pledge
and grant a security interest in its Pledged Shares and to pledge and grant a
security interest in the Rental Agreements to which it is a party as provided by
this Agreement.

               (f) This Agreement has been duly authorized, executed and
delivered by such Pledgor and constitutes the legal, valid and binding
obligation of such Pledgor, enforceable in accordance with its terms, subject to
or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or
other similar laws relating to or affecting the rights of creditors generally,
and to general principles of equity.

               (g) The Pledged Shares owned by such Pledgor constitute, as of
the date hereof, the percentage of the authorized, issued and outstanding equity
interests of the


                                        4



Issuers set forth on Schedule I hereto and constitute all of the equity
interests and voting securities of each of the Issuers beneficially owned by
such Pledgor.

               (h) Except for the Pledged Shares, there are no other
instruments, certificates, securities or other writings, or any chattel paper,
evidencing or representing any interest in or claim against any of the equity
interests of the Issuers or any subsidiary of any of the Issuers.

          5. FURTHER ASSISTANCE. Each Pledgor agrees that at any time and from
time to time, at the expense of such Pledgor, such Pledgor will promptly execute
and deliver, or cause to be executed and delivered, all stock powers, note
powers, proxies, assignments, chattel paper, rental agreements, instruments and
documents and take all further action, that is reasonably necessary, at the
Agent's request, in order to perfect any security interest granted or purported
to be granted hereby or to enable the Agent to exercise and enforce its rights
and remedies hereunder with respect to any Pledged Collateral and to carry out
the provisions and purposes hereof. Each Pledgor further agrees that it will,
upon obtaining any additional shares of stock or other equity interests required
to be pledged hereunder, as soon as reasonably practicable, deliver to Agent a
Pledge Supplement, duly executed by such Pledgor, in substantially the form of
Exhibit A hereto (a "Pledge Supplement"), in respect of the additional Pledged
Shares to be pledged pursuant to this Agreement. Upon each delivery of a Pledge
Supplement to Agent, the representations and warranties contained in Section 4
hereof shall be deemed to have been made by such Pledgor as to the Pledged
Collateral described in such Pledge Supplement as of the date thereof. Each
Pledgor hereby authorizes Agent to attach each Pledge Supplement to this
Agreement and agrees that all Pledged Shares of such Pledgor listed on any
Pledge Supplement shall for all purposes hereunder be considered Pledged
Collateral of such Pledgor; provided, however, that the failure of such Pledgor
to execute a Pledge Supplement with respect to any additional Pledged Shares
pledged pursuant to this Agreement shall not impair the security interest of
Agent therein or otherwise adversely affect the rights and remedies of Agent
hereunder with respect thereto.

          6. VOTING RIGHTS; DIVIDENDS; ETC.

               (a) So long as no Event of Default shall have occurred and be
continuing and Agent shall not have delivered notice to such Pledgor, each
Pledgor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Pledged Shares or any part thereof for any purpose not
inconsistent with the terms of this Agreement, the Loan Agreement or the other
Loan Documents; provided, however, that such Pledgor shall not exercise or shall
refrain from exercising any such right if such action would have a material
adverse effect on the value of the Pledged Collateral or any part thereof or be
inconsistent with or violate any provisions of this Agreement, the Loan
Agreement or any of the other Loan Documents.

               (b) So long as no Event of Default shall have occurred and be
continuing, each Pledgor shall be entitled to receive all cash payments of rent
paid from time to time with respect to the Rental Agreements, which shall be
deposited in the Dominion Account or Accounts in accordance with the Loan
Agreement.


                                        5



               (c) So long as no Event of Default shall have occurred and be
continuing, each Pledgor shall be entitled to receive all cash dividends paid
from time to time in respect of the Pledged Shares.

               (d) Except as otherwise provided in Section 7.2.6 of the Loan
Agreement, any and all (i) dividends or other distributions and interest or
principal paid or payable in the form of instruments and other property (other
than cash interest and principal payments permitted under Section 6(b) hereof
and cash dividends permitted under Section 6(c) hereof) received, receivable or
otherwise distributed in respect of, or in exchange for, any Pledged Shares,
(ii) dividends and other distributions paid or payable in cash received,
receivable or otherwise distributed in respect of any Pledged Shares in
connection with a partial or total liquidation or dissolution or in connection
with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash
paid, payable or otherwise distributed in redemption of, or in exchange for, any
Pledged Shares, shall in each case be delivered forthwith to the Agent to hold
as Pledged Collateral and shall, if received by a Pledgor, be received in trust
for the benefit of the Agent, be segregated from the other property or funds of
such Pledgor, and be forthwith delivered to the Agent as Pledged Collateral in
the same form as so received (with any necessary endorsement).

               (e) The Agent shall execute and deliver (or cause to be executed
and delivered) to each Pledgor all such proxies and other instruments as such
Pledgor may reasonably request for the purpose of enabling such Pledgor to
exercise the voting and other rights which it is entitled to exercise pursuant
to Section 6(a) above.

               (f) All dividends or other distributions and all interest and
principal payments which are received by a Pledgor contrary to the provisions of
this Section 6 shall be received in trust for the benefit of the Agent, shall be
segregated from other funds of such Pledgor and shall be forthwith paid over to
the Agent as Pledged Collateral in the same form as so received (with any
necessary endorsement).

               (g) Upon the occurrence and during the continuance of an Event of
Default and delivery of notice from the Agent, all rights of each Pledgor to
exercise the voting and other consensual rights which it would otherwise be
entitled to exercise pursuant to Section 6(a) shall cease, and all such rights
shall become vested in the Agent which shall thereupon have the sole right to
exercise such voting and other consensual rights.

               (h) Upon the occurrence and during the continuance of an Event of
Default, all cash payments of rent with respect to the Rental Agreements shall
be paid directly to the Agent and, if received by a Pledgor, shall be received
in trust for the benefit of the Agent, shall be segregated from other funds of
such Pledgor, and shall be forthwith paid over to the Agent as Pledged
Collateral in the same form as so received (with any necessary endorsements) and
such Pledgor's right to receive such cash payments pursuant to Sections 6(b) and
6(c) hereof shall immediately cease.

          7. TRANSFERS AND OTHER LIENS; ADDITIONAL SHARES AND RENTAL AGREEMENTS.


                                        6



               (a) Each Pledgor agrees that, except as provided in the Loan
Agreement, it will not (i) sell or otherwise dispose of, or grant any option
with respect to, any of the Pledged Collateral without the prior written consent
of the Agent, (ii) create or permit to exist any Lien upon or with respect to
any of the Pledged Collateral, except for the security interest granted under
this Agreement or (iii) enter into any agreement or understanding that purports
to or may restrict or inhibit the Agent's rights or remedies hereunder,
including, without limitation, the Agent's right to sell or otherwise dispose of
the Pledged Collateral.

               (b) Each Pledgor agrees that it will pledge and deliver to the
Agent hereunder, immediately upon its acquisition (directly or indirectly)
thereof, any and all additional shares of stock or other equity interests, notes
or other securities of the Issuers of which such Pledgor may become the
beneficial owner after the date hereof, or enter into a control agreement with
Agent with respect to any equity interests which are not certificated.

          8. AGENT APPOINTED ATTORNEY-IN-FACT. Each Pledgor hereby appoints the
Agent as such Pledgor's attorney-in-fact, with full authority in the place and
stead of such Pledgor and in the name of such Pledgor or otherwise, from time to
time in the Agent's discretion to take any action and to execute any instrument
which the Agent may deem necessary or advisable to further perfect and protect
the security interest granted hereby, including, without limitation, to receive,
endorse and collect all instruments made payable to such Pledgor representing
any dividend, interest or principal payment or other distribution in respect of
the Pledged Shares or any part thereof and to give full discharge for the same.

          9. AGENT MAY PERFORM. If any Pledgor fails to perform any agreement
contained herein, the Agent may itself perform, or cause performance of, such
agreement, and the reasonable expenses of the Agent incurred in connection
therewith shall be payable by the applicable Pledgor under Section 13 hereof.

          10. NO ASSUMPTION OF DUTIES; REASONABLE CARE. The rights and powers
granted to the Agent hereunder are being granted in order to preserve and
protect the Agent's security interest in and to the Pledged Collateral granted
hereby and shall not be interpreted to, and shall not, impose any duties on the
Agent in connection therewith. The Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged Collateral in its
possession if the Pledged Collateral is accorded treatment substantially equal
to that which the Agent accords its own property, it being understood that the
Agent shall not have any responsibility for (i) ascertaining or taking action
with respect to calls, conversions, exchanges, maturities, tenders or other
matters relative to any Pledged Collateral, whether or not the Agent has or is
deemed to have knowledge of such matters, or (ii) taking any necessary steps to
preserve rights against any parties with respect to any Pledged Collateral.

          11. SUBSEQUENT CHANGES AFFECTING PLEDGED SHARES. Each Pledgor
represents to the Agent that such Pledgor has made its own arrangements for
keeping informed of changes or potential changes affecting the Pledged Shares
(including, but not limited to, rights to convert, rights to subscribe, payment
of dividends, payments of interest and/or principal, reorganization or other
exchanges, tender offers and voting rights), and such Pledgor agrees that the
Agent shall have no responsibility or liability for informing such Pledgor of
any such changes or potential changes or for taking any action or omitting to
take any action with respect


                                        7



thereto. Except as permitted by the Loan Agreement, each Pledgor covenants that
it will not, without the prior written consent of the Agent, sell or otherwise
dispose of, or grant any option with respect to, any of the Pledged Collateral
or create or permit to exist any Lien upon or with respect to any of the Pledged
Collateral.

          12. REMEDIES UPON DEFAULT. If any Event of Default shall have occurred
and be continuing, the Agent shall, in addition to all other rights given by law
or by this Agreement, the Loan Agreement, the other Loan Documents, or
otherwise, have all of the rights and remedies with respect to the Pledged
Collateral of a secured party under the Uniform Commercial Code ("Code") in
effect in the State of New York at that time and the Agent may, without notice
and at its option, transfer or register, and each Pledgor shall register or
cause to be registered upon request therefor by the Agent, the Pledged
Collateral or any part thereof on the books of the Issuers into the name of the
Agent or the Agent's nominee(s), indicating that such Pledged Collateral is
subject to the security interest hereunder. In addition, with respect to any
Pledged Collateral which shall then be in or shall thereafter come into the
possession or custody of the Agent, the Agent may sell or cause the same to be
sold at any broker's board (with respect to Pledged Shares) or at any public or
private sale, in one or more sales or lots, at such price or prices as the Agent
may deem best, for cash or on credit or for future delivery, without assumption
of any credit risk, all in accordance with the terms and provisions of the Loan
Agreement and this Agreement. The purchaser of any or all Pledged Collateral so
sold shall thereafter hold the same absolutely, free from any claim, encumbrance
or right of any kind whatsoever. Unless any of the Pledged Collateral threatens
to decline speedily in value or is or becomes of a type sold on a recognized
market, the Agent will give the applicable Pledgor reasonable notice of the time
and place of any public sale thereof, or of the time after which any private
sale or other intended disposition is to be made. Any sale of the Pledged
Collateral conducted in conformity with reasonable commercial practices of
banks, insurance companies, commercial finance companies, or other financial
institutions disposing of property similar to the Pledged Collateral shall be
deemed to be commercially reasonable. Any requirements of reasonable notice
shall be met if written notice is provided to the applicable Pledgor (as
provided in Section 14.1 below) at least ten (10) Business Days' before the time
of the sale or disposition. The Agent or any Lender may, in its own name or in
the name of a designee or nominee, buy any of the Pledged Collateral at any
public sale and, if permitted by applicable law, at any private sale. All
reasonable out-of-pocket expenses (including court costs and reasonable
attorneys' fees, expenses and disbursements) of, or incident to, the enforcement
of any of the provisions hereof shall be recoverable from the proceeds of the
sale or other disposition of the Pledged Collateral. In view of the fact that
federal and state securities laws may impose certain restrictions on the method
by which a sale of the Pledged Collateral may be effected after an Event of
Default, each Pledgor agrees that upon the occurrence or existence of any Event
of Default, the Agent may, from time to time, attempt to sell all or any part of
the Pledged Shares by means of a private placement, restricting the prospective
purchasers to those who will represent and agree that they are purchasing for
investment only and not for distribution. In so doing, the Agent may solicit
offers to buy the Pledged Shares, or any part of it, for cash, from a limited
number of bona fide investors who might be interested in purchasing the Pledged
Shares, and if the Agent solicits such offers from not less than four (4) such
bona fide investors that are not affiliated with the Agent, then the acceptance
by the Agent of the highest offer obtained therefrom shall be deemed to be a
commercially reasonable method of disposition of the Pledged Shares.


                                        8



          In addition, upon the occurrence and during the continuance of an
Event of Default, all rights of each Pledgor to exercise the voting and other
rights which it would otherwise be entitled to exercise shall cease, and all
such rights shall thereupon become vested in the Agent as provided in and
subject to the terms of Section 6(g) hereof.

          13. EXPENSES. Each Pledgor will, upon demand, pay to the Agent the
amount of any and all reasonable out-of-pocket expenses, including, without
limitation, the reasonable out-of-pocket fees, expenses and disbursements of its
counsel, of any investment banking firm, business broker or other selling agent
and of any other experts and agents retained by the Agent, which the Agent may
incur in connection with (i) the administration of this Agreement, (ii) the
custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Pledged Collateral, (iii) the exercise or
enforcement of any of the rights of the Agent hereunder or (iv) the failure by
such Pledgor to perform or observe any of the provisions hereof.

          14. MISCELLANEOUS PROVISIONS.

               14.1 Notices. All notices, approvals, consents or other
communications required or desired to be given hereunder shall be in the form
and manner, and delivered to Borrower and Agent at their respective addresses,
set forth in Section 11.8 of the Loan Agreement. All notices to other Pledgors
shall be sent to Borrower.

               14.2 Headings. The headings in this Agreement are for purposes of
reference only and shall not affect the meaning or construction of any provision
of this Agreement.

               14.3 Severability. The provisions of this Agreement are
severable, and if any clause or provision shall be held invalid, illegal or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect in that jurisdiction only such clause or
provision, or part thereof, and shall not in any manner affect such clause or
provision in any other jurisdiction or any other clause or provision of this
Agreement in any jurisdiction.

               14.4 Amendments, Waivers and Consents. Any amendment or waiver of
any provision of this Agreement and any consent to any departure by any Pledgor
from any provision of this Agreement shall be effective only if made or given in
compliance with all of the terms and provisions of Section 10.10 of the Loan
Agreement.

               14.5 Interpretation of Agreement. Time is of the essence in each
provision of this Agreement of which time is an element. All terms not defined
herein or in the Loan Agreement shall have the meaning set forth in the
applicable Uniform Commercial Code, except where the context otherwise requires.
To the extent a term or provision of this Agreement conflicts with the Loan
Agreement, the Loan Agreement shall control with respect to the subject matter
of such term or provision. Acceptance of or acquiescence in a course of
performance rendered under this Agreement shall not be relevant in determining
the meaning of this Agreement even though the accepting or acquiescing party had
knowledge of the nature of the performance and opportunity for objection.

               14.6 Continuing Security Interest: Transfer of Notes. This
Agreement shall create a continuing security interest in the Pledged Collateral
and shall (i) remain in full


                                        9



force and effect until payment in full (including after the expiration of the
Term) of the Obligations and termination of the Loan Agreement, (ii) be binding
upon each Pledgor, its successors and assigns, and (iii) inure, together with
the rights and remedies of the Agent hereunder, to the benefit of the Agent, the
Lenders and their respective successors, transferees and assigns. Without
limiting the generality of clause (iii) above, any Lender may, except as limited
by the express terms of the Loan Agreement, assign or otherwise transfer any
Note held by it to any other Person, and such other Person shall thereupon
become vested with all the benefits in respect thereof granted to such Lender
herein or otherwise.

               14.7 Reinstatement. To the extent permitted by law, this
Agreement shall continue to be effective or be reinstated, as the case may be,
if at any time any amount received by the Agent or any Lender in respect of the
Obligations is rescinded or must otherwise be restored or returned by the Agent
or such Lender upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of any Pledgor or upon the appointment of any receiver,
intervenor, conservator, trustee or similar official for any Pledgor or any
substantial part of its assets, or otherwise, all as though such payments had
not been made.

               14.8 Survival of Provisions. All representations, warranties and
covenants of each Pledgor contained herein shall survive the execution and
delivery of this Agreement, and shall terminate only upon the full and final
payment and performance by the Borrower of the Obligations secured hereby and
termination of the Loan Agreement.

               14.9 Waivers. Each Pledgor waives presentment and demand for
payment of any of the Obligations, protest and notice of dishonor or default
with respect to any of the Obligations, and all other notices to which such
Pledgor might otherwise be entitled, except as otherwise expressly provided
herein or in the Loan Agreement.

               14.10 Authority of the Agent. The Agent shall have and be
entitled to exercise all powers hereunder which are specifically granted to the
Agent by the terms hereof, together with such powers as are reasonably incident
thereto. The Agent may perform any of its duties hereunder or in connection with
the Pledged Collateral by or through agents or employees and shall be entitled
to retain counsel and to act in reliance upon the advice of counsel concerning
all such matters. Neither the Agent nor any director, officer, employee,
attorney or agent of the Agent shall be liable to any Pledgor for any action
taken or omitted to be taken by it or them hereunder, except for its or their
own gross negligence or willful misconduct, nor shall the Agent be responsible
for the validity, effectiveness or sufficiency of this Agreement or of any
document or security furnished pursuant hereto. The Agent and its directors,
officers, employees, attorneys and agents shall be entitled to rely on any
communication, instrument or document reasonably believed by it or them to be
genuine and correct and to have been signed or sent by the proper person or
persons. Each Pledgor agrees to indemnify and hold harmless the Agent and the
Lenders from and against any and all reasonable out-of-pocket costs, expenses
(including reasonable fees, expenses and disbursements of attorneys and
paralegals), claims and liabilities incurred by the Agent or the Lenders in
connection with this Agreement, unless such claim or liability shall be due to
willful misconduct or gross negligence on the part of the Agent or such Person.
Any successor agent appointed pursuant to the terms of the Loan Agreement shall
automatically become the Agent under this Agreement.


                                       10



               14.11 Release; Termination of Agreement. Subject to the
provisions of Section 14.7 hereof, this Agreement shall terminate upon full and
final payment and performance of all the Obligations and termination of the Loan
Agreement. At such time, the Agent shall, at the request and expense of the
Pledgors, reassign and redeliver to the Pledgors all of the Pledged Collateral
hereunder which has not been sold, disposed of, retained or applied by the Agent
in accordance with the terms hereof, together with a proper instrument or
instruments acknowledging the satisfaction and termination of this Agreement,
and such other documents as may reasonably be requested by the Pledgors in
connection therewith. Such reassignment and redelivery shall be without warranty
by or recourse to the Agent, except as to the absence of any prior assignments
by the Agent of its interest in the Pledged Collateral, and shall be at the
expense of the Pledgors.

               14.12 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 deemed an original but
all of which shall together constitute one and the same agreement.

               14.13 GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT
OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY DISPUTE ARISING OUT OF OR
IN CONNECTION WITH THE AGREEMENT OR ANY OF THE LOAN DOCUMENTS, WHETHER SOUNDING
IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE INTERNAL LAWS
(AS OPPOSED TO THE CONFLICTS OF LAWS PROVISIONS) AND DECISIONS OF THE STATE OF
NEW YORK.

               14.14 SUBMISSION TO JURISDICTION. ALL DISPUTES AMONG ANY OF THE
PLEDGORS, THE AGENT, AND THE LENDERS (OR THE AGENT ACTING ON THEIR BEHALF)
ARISING UNDER THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR
OTHERWISE, SHALL BE RESOLVED ONLY BY STATE AND FEDERAL COURTS LOCATED IN NEW
YORK, NEW YORK, AND THE COURTS TO WHICH AN APPEAL THEREFROM MAY BE TAKEN;
PROVIDED, HOWEVER, THAT THE AGENT, ON BEHALF OF THE LENDERS, SHALL HAVE THE
RIGHT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO PROCEED AGAINST ANY OF THE
PLEDGORS OR THEIR PROPERTY IN ANY LOCATION REASONABLY SELECTED BY THE AGENT IN
GOOD FAITH TO ENABLE THE AGENT TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE AGENT. EACH PLEDGOR WAIVES ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH THE AGENT HAS
COMMENCED A PROCEEDING ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON FORUM NON
CONVENIENS.

               14.15 SERVICE OF PROCESS. EACH PLEDGOR HEREBY IRREVOCABLY
DESIGNATES CT CORPORATIONS SYSTEMS AS THE DESIGNEE, APPOINTEE AND AGENT OF THE
BORROWER TO RECEIVE, FOR AND ON BEHALF OF SUCH PLEDGOR, SERVICE OF PROCESS IN
SUCH RESPECTIVE JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT OR


                                       11



ANY OTHER LOAN DOCUMENT. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED ON
SUCH AGENT AT ITS ADDRESS WILL BE PROMPTLY FORWARDED BY MAIL TO SUCH PLEDGOR,
BUT FAILURE OF SUCH PLEDGOR TO RECEIVE SUCH COPY SHALL NOT AFFECT IN ANY WAY THE
SERVICE OF SUCH PROCESS.

               14.16 JURY TRIAL. THE PLEDGORS, THE AGENT AND THE LENDERS EACH
HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY. INSTEAD, ANY DISPUTES WILL BE
RESOLVED IN A BENCH TRIAL.

               14.17 LIMITATION OF LIABILITY. NEITHER THE AGENT NOR ANY LENDER
SHALL HAVE ANY LIABILITY TO ANY OF THE PLEDGORS (WHETHER SOUNDING IN TORT,
CONTRACT, OR OTHERWISE) FOR LOSSES-SUFFERED BY ANY PLEDGOR IN CONNECTION WITH,
ARISING OUT OF, OR IN ANY WAY RELATED TO THE TRANSACTIONS OR RELATIONSHIPS
CONTEMPLATED BY THIS AGREEMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN
CONNECTION THEREWITH, UNLESS IT IS DETERMINED BY A FINAL AND NONAPPEALABLE
JUDGEMENT OR COURT ORDER BINDING ON THE AGENT OR ANY SUCH LENDER, THAT THE
LOSSES WERE THE RESULT OF ACTS OR OMISSIONS CONSTITUTING GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.

               14.18 Additional Pledgors. From time to time subsequent to the
date hereof, additional Subsidiaries of any Pledgor may become parties hereto as
additional Pledgors (the "Additional Pledgors"), by executing a counterpart (the
"Counterpart") substantially in the form of Exhibit B hereto. Upon delivery of
any such Counterpart to the Agent, notice of which is hereby waived by Pledgors,
each such Additional Pledgor shall be a Pledgor and shall be as fully a party
hereto as if such Additional Pledgor were an original signatory hereto. Each
Pledgor expressly agrees that its obligations arising hereunder shall not be
affected or diminished by the addition or release of any other Pledgor
hereunder, nor by any election of Agent not to cause any Subsidiary of Pledgors
to become an Additional Pledgor hereunder. This Agreement shall be fully
effective as to any Pledgor that is or becomes a party hereto regardless of
whether any other Person becomes or fails to become or ceases to be a Pledgor
hereunder.

                           [SIGNATURE PAGE TO FOLLOW]


                                       12



          IN WITNESS WHEREOF, each of the Pledgors and the Agent have each
caused this Agreement to be duly executed and delivered as of the date first
above written.

                                        PLEDGORS:

                                        MOBILE MINI, INC.,
                                        a Delaware corporation


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        MOBILE MINI I, INC.,
                                        an Arizona corporation


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        MOBILE MINI HOLDINGS, INC.,
                                        a Delaware corporation


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        DELIVERY DESIGN SYSTEMS, INC.,
                                        an Arizona corporation


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        MOBILE MINI, LLC,
                                        a Delaware limited liability company


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        MOBILE MINI, LLC,
                                        a California limited liability company


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       13



                                        MOBILE MINI OF OHIO, LLC,
                                        a Delaware limited liability company


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        MOBILE MINI TEXAS LIMITED
                                        PARTNERSHIP, LLP,
                                        a Texas limited liability partnership


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        PLEDGEE:

                                        DEUTSCHE BANK AG, NEW YORK BRANCH,
                                        as Agent


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       14



                                   Schedule I

                                 PLEDGED SHARES



                                          Number of Pledged   Share Certificate   Percentage of
Pledgor                    Issuer               Shares             Numbers         Outstanding
- -------                    ------         -----------------   -----------------   -------------
                                                                      
Mobile Mini, Inc.   Mobile Mini I, Inc.         10,000              No. 1              100%
Mobile Mini, Inc.   Delivery Design
                    Systems, Inc.               10,000              No. 2              100%
Mobile Mini, Inc.   Mobile Mini
                    Holdings, Inc.               1,000              No. 1              100%



                                       15



                                                                    EXHIBIT A TO
                                           AMENDED AND RESTATED PLEDGE AGREEMENT

                           [FORM OF PLEDGE SUPPLEMENT]

                                PLEDGE SUPPLEMENT

          This Pledge Supplement, dated __________________, is delivered
pursuant to the Amended and Restated Pledge Agreement, dated as of February 17,
2006 (as it may be from time to time amended, modified or supplemented, the
"Pledge Agreement"; capitalized terms used herein not otherwise defined herein
shall have the meanings ascribed therein), among Mobile Mini, Inc., a Delaware
corporation, Mobile Mini I, Inc., an Arizona corporation, Mobile Mini Holdings,
Inc., a Delaware corporation, Delivery Design Systems, Inc., an Arizona
corporation, Mobile Mini, LLC, a Delaware limited liability company, Mobile
Mini, LLC, a California limited liability company, Mobile Mini of Ohio, LLC, a
Delaware limited liability company, and Mobile Mini Texas Limited Partnership,
LLP, a Texas limited liability partnership, in favor of Deutsche Bank AG, New
York Branch, for itself and as agent (the "Agent").

          [NAME OF PLEDGOR] a ______ corporation ("Pledgor") hereby agrees that
the Pledged Shares listed on the schedule attached hereto shall be deemed to be
part of the Pledged Shares and shall become part of the Pledged Collateral and
shall secure all Obligations.

          IN WITNESS WHEREOF, Pledgor has caused this Supplement to be duly
executed and delivered by its duly authorized officer as of _______________.

                                        [PLEDGOR]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       16



                                                                    EXHIBIT B TO
                                           AMENDED AND RESTATED PLEDGE AGREEMENT

                              [FORM OF COUNTERPART]

                                   COUNTERPART

          COUNTERPART (this "Counterpart"), dated _______, is delivered pursuant
to Section 14.18 of the Pledge Agreement referred to below. The undersigned
hereby agrees that this Counterpart may be attached to the Amended and Restated
Pledge Agreement, dated as of February 17, 2006 (as it may be from time to time
amended, modified or supplemented, the "Pledge Agreement"; capitalized terms
used herein not otherwise defined herein shall have the meanings ascribed
therein), among Mobile Mini, Inc., a Delaware corporation, Mobile Mini I, Inc.,
an Arizona corporation, Mobile Mini Holdings, Inc., a Delaware corporation,
Delivery Design Systems, Inc., an Arizona corporation, Mobile Mini, LLC, a
Delaware limited liability company, Mobile Mini, LLC, a California limited
liability company, Mobile Mini of Ohio, LLC, a Delaware limited liability
company, and Mobile Mini Texas Limited Partnership, LLP, a Texas limited
liability partnership, in favor of Deutsche Bank AG, New York Branch, for itself
and as agent (the "Agent"). The undersigned by executing and delivering this
Counterpart hereby becomes a Pledgor under the Pledge Agreement in accordance
with Section 14.18 thereof and agrees to be bound by all of the terms thereof.
Without limiting the generality of the foregoing, the undersigned hereby:

          (i) authorizes the Agent to add the information set forth on the
     Schedules to this Counterpart to the correlative Schedules attached to the
     Pledge Agreement;

          (ii) agrees that all Pledged Collateral of the undersigned, including
     the items of property described on the Schedules hereto, shall become part
     of the Pledged Collateral and shall secure all Obligations; and

          (iii) makes the representations and warranties set forth in the Pledge
     Agreement, as amended hereby, to the extent relating to the undersigned.

                                        [NAME OF ADDITIONAL PLEDGOR]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1)	Registration Statement (Form S-3 No. 333-124612) of Mobile Mini, Inc.,
(2)	Registration Statement (Form S-8 No. 333-41495) pertaining to the Mobile Mini, Inc. Amended and Restated 1994 Stock Option Plan,
(3)	Registration Statement (Form S-8 No. 333-86495) pertaining to the Mobile Mini, Inc. Amended and Restated 1994 Stock Option Plan,
(4)	Registration Statement (Form S-8 No. 333-43954) pertaining to the Mobile Mini, Inc. Amended and Restated 1999 Stock Option Plan,
(5)	Registration Statement (Form S-8 No. 333-65566) pertaining to the Mobile Mini, Inc. Amended and Restated 1999 Stock Option Plan,
(6)	Registration Statement (Form S-8 No. 333-107333) pertaining to the Mobile Mini, Inc. Amended and Restated 1999 Stock Options Plan, and
(7)	Registration Statement (Form S-8 No. 333-2868) pertaining to the Mobile Mini, Inc. Profit Sharing Plan and Trust;

of our reports dated March 14, 2006, with respect to the consolidated financial statements and schedule of Mobile Mini, Inc., Mobile Mini, Inc. management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of Mobile Mini, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2005.

/s/ Ernst & Young LLP  

Phoenix, Arizona
March 14, 2006

1

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Steven G. Bunger, certify that:

1.	I have reviewed this annual report on Form 10-K of Mobile Mini, Inc.;
2.	Based on my knowledge, this annual report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 15, 2006	/s/ Steven G. Bunger
	Steven G. Bunger
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Lawrence Trachtenberg, certify that:

1.	I have reviewed this annual report on Form 10-K of Mobile Mini, Inc.;
2.	Based on my knowledge, this annual report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 15, 2006	/s/ Lawrence Trachtenberg
	Lawrence Trachtenberg
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the annual report of Mobile Mini, Inc. (the “Company”) on Form 10-K for the year ending December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Steven G. Bunger, Chief Executive Officer of the Company and Lawrence Trachtenberg, Chief Financial Officer of the Company, each, certify, to the best of our knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 15, 2006	/s/ Steven G. Bunger
	Steven G. Bunger
	Chief Executive Officer Mobile Mini, Inc.

Dated: March 15, 2006	/s/ Lawrence Trachtenberg
	Lawrence Trachtenberg
	Executive Vice President and Chief Financial Officer Mobile Mini, Inc.

This certification accompanies this Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by Mobile Mini, Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Mobile Mini, Inc. specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to Mobile Mini, Inc. and will be retained by Mobile Mini, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.