0001193125-05-142465 Sample Contracts

CREDIT LINE NOTE
Credit Line Note • July 15th, 2005 • McGrath Rentcorp • Services-equipment rental & leasing, nec

FOR VALUE RECEIVED, on June 30, 2008, the undersigned (“Borrower”) promises to pay to the order of UNION BANK OF CALIFORNIA, N.A. (“Bank”), as indicated below, the principal sum of Five Million Dollars ($5,000,000), or so much thereof as is disbursed, together with interest on the balance of such principal sum from time to time outstanding, at a per annum rate equal to the Reference Rate, such per annum rate to change as and when the Reference Rate shall change.

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AMENDMENT AND RATIFICATION OF CONTINUING GUARANTY
Continuing Guaranty • July 15th, 2005 • McGrath Rentcorp • Services-equipment rental & leasing, nec

This Amendment and Ratification of Continuing Guaranty is executed as of July 11, 2005, by each of Enviroplex, Inc., a California corporation, Mobile Modular Management Corporation, a California corporation, and TRS-RenTelco Inc., a company organized under the laws of British Columbia, Canada (each, a “Guarantor”), for the benefit of the Banks under that certain Third Amended And Restated Credit Agreement dated as of May 7, 2004 (as amended, modified, and supplemented from time to time, the “Credit Agreement”), by and among McGrath RentCorp, a California corporation (the “Borrower”), such Banks and Union Bank Of California, N.A., as Agent for such Banks, in connection with certain amendments being made to the Credit Agreement.

AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED MAY 7, 2004
Credit Agreement • July 15th, 2005 • McGrath Rentcorp • Services-equipment rental & leasing, nec • California

This Amendment No. 1 to Third Amended and Restated Credit Agreement (this “Amendment”) is dated as of July 11, 2005, by and among McGRATH RENTCORP, a California corporation (the “Borrower”), the banks listed on the signature pages hereof (individually a “Bank” and collectively “Banks”), and UNION BANK OF CALIFORNIA, N.A., as agent (the “Agent”) for the Banks.

Prudential Investment Management, Inc. and each of the Purchasers listed on Annex A hereto c/o Prudential Capital Group Four Embarcadero Center, Suite 2700 San Francisco, CA 94111-4180
Note Purchase and Private Shelf Agreement • July 15th, 2005 • McGrath Rentcorp • Services-equipment rental & leasing, nec • New York
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