EXHIBIT 4.8
Form of 12% Subordinated Note Due 2010
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"). NO SALE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF
THIS NOTE (OTHER THAN TO THE ISSUER THEREOF) MAY BE MADE UNLESS EITHER (A)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B)
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. THIS NOTE IS SUBJECT TO PROVISIONS IN THE AMENDED AND RESTATED SUBORDINATED
NOTE AGREEMENT DATED AS OF NOVEMBER 13, 2001 FOR THE SUBORDINATION OF THIS NOTE
TO SENIOR DEBT OF THE COMPANY, UPON ALL THE TERMS AND CONDITIONS THEREIN
SPECIFIED.
FOR PURPOSES OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, EACH NOTE WITH
$1,000 PRINCIPAL AMOUNT SHALL HAVE AN ISSUE PRICE OF $800.8480 AND ORIGINAL
ISSUE DISCOUNT OF $199.1520, THE ISSUE DATE IS NOVEMBER 13, 2001 AND THE YIELD
TO MATURITY IS 16.4148% (COMPOUNDED SEMI-ANNUALLY).
$______________ November 13, 2001
SUBORDINATED NOTE
FOR VALUE RECEIVED, the undersigned, Mobile Storage Group, Inc., a
California corporation (the "COMPANY"), promises to pay
________________________, or its registered assigns (the "PURCHASER"), the
principal sum of ____________________ Dollars ($___________) on June 29, 2010,
or such earlier date as the principal may become due pursuant to the terms
hereof and to pay interest at a rate per annum equal to 12%. The Company will
pay interest semiannually on June 30th and December 30th of each year (each, an
"INTEREST PAYMENT DATE"), commencing December 30, 2001 (or on the next Business
Day following such date, in the event such date is not a Business Day). The
Company shall pay interest on overdue principal and on overdue installments of
interest at a rate per annum equal to the sum of two percent (2%) plus the
interest rate otherwise applicable hereunder. The Company shall make principal
payments on the indebtedness evidenced by this Note as provided in the Agreement
(defined below). Terms used herein and not otherwise defined have the meanings
assigned to them in the Amended and Restated Subordinated Note Agreement among
the Company and the parties named therein dated as of the date hereof (as
amended, restated, supplemented or otherwise modified from time to time, the
"AGREEMENT").
Interest shall be payable in arrears on this Note semiannually as
provided above and on such date as this Note may be prepaid or the maturity
accelerated. Interest shall be computed on the basis of a 360-day year and the
actual number of days elapsed. All payments of the principal of and interest on
this Note shall be made in money of the United States of America that at the
time of payment is legal tender for the payment of public and private debts, by
check in New York Clearing House Funds at the principal office of the Purchaser
located in New York, New York or by wire transfer of
immediately available Federal Reserve funds into a bank account designated by
the Purchaser in writing to the Company at least three Business Days before the
Company makes such payment.
The Company hereby waives diligence, presentment, demand, protest and
notice of any kind whatsoever. The nonexercise by the Purchaser of any of its
rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.
This note is one of the Notes referred to in the Agreement, which
Agreement, among other things, contains provisions for the acceleration of the
maturity hereof upon the happening of certain events, for the subordination of
this Note to Senior Debt of the Company, for optional prepayment of the
principal hereof prior to maturity and for the amendment or waiver of certain
provisions of the Agreement, all upon the terms and conditions therein
specified. Additionally, this Note is subject to certain restrictions on
transfer set forth in the Agreement.
This Note shall be construed in accordance with and governed by the laws
of the State of New York, without giving effect to the conflict of law
principles thereof other than Section 5-1401 of the New York General Obligations
Law.
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IN WITNESS WHEREOF, Mobile Storage Group, Inc. has caused this Note to
be signed in its corporate name by its duly authorized officers as of the date
first written above.
MOBILE STORAGE GROUP, INC.
By:
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Name: Xxxxxx X. Xxxxxxx
Title: President
By: /s/
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Name: Xxxxx Xxxxxxxx
Title: Assistant Secretary
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