AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

Execution Copy

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of December 30, 2005

Among

THE FINANCIAL INSTITUTIONS NAMED HEREIN

as the Lenders

and

BANK OF AMERICA, N.A.

as the Administrative Agent

and

MOBILE STORAGE GROUP, INC.

as the US Borrower

and

MOBILE SERVICES GROUP, INC.

as the Parent Guarantor

and

BANC OF AMERICA SECURITIES, LLC

as Sole Arranger and Book Runner

Execution Copy

TABLE OF CONTENTS

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ANNEXES, EXHIBITS AND SCHEDULES

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Execution Copy

AMENDED AND RESTATED CREDIT AGREEMENT

                    This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 30, 2005, (this “Agreement”) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “US Lender” and collectively as the “US Lenders”), BANK OF AMERICA, N.A. with an office at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, as administrative agent for the US Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”), MOBILE STORAGE GROUP, INC., a Delaware corporation, with offices at 7590 North Glenoaks Blvd., Burbank, California 91504 (“MSG”) (MSG and each US Subsidiary (as defined below) of MSG which becomes a Borrower in accordance with this Agreement is sometimes referred to in this Agreement as a “US Borrower” and collectively the “US Borrowers”) and MOBILE SERVICES GROUP, INC., a Delaware corporation (the “Parent Guarantor”).

W I T N E S S E T H :

                    WHEREAS, pursuant to the Existing US Credit Agreement the Existing US Lenders have extended credit in the form of, among other things, Existing US Revolving Loans;

                    WHEREAS, MSG has requested that the US Lenders continue to make available to MSG and each of the US Borrowers a revolving line of credit for revolving loans and letters of credit in an amount not to exceed $260,000,000 less the Dollar Equivalent of the UK Aggregate Outstandings (as defined below), and which extensions of credit the US Borrowers will use for the purposes permitted hereunder;

                    WHEREAS, pursuant to the Existing UK Credit Agreement the Existing UK Lenders have extended credit in the form of, among other things, Existing UK Revolving Loans;

                    WHEREAS, Ravenstock has requested that the UK Lenders continue to make available to Ravenstock and each of the UK Borrowers a revolving line of credit for revolving credit loans and letters of credit in an aggregate amount not to exceed £75,000,000;

                    WHEREAS, each of the Borrowers and the Guarantors are engaged in an interrelated business enterprise with an identity of interests, and accordingly the financing provided under this Agreement and the UK Credit Agreement will directly and indirectly benefit each of the Borrowers and the Guarantors;

                    WHEREAS, the Borrowers would not be able to obtain financing for their businesses and the businesses of their Subsidiaries on terms and conditions as favorable as those set forth in this Agreement and the UK Credit Agreement unless the US Obligors and UK Obligors guarantee the UK Obligations of the UK Borrowers under the UK Credit Agreement and the US Obligors guarantee the US Obligations of the US Borrowers under this Agreement, in each case as provided in the Loan Documents;

                    WHEREAS, each US Credit Party desires that (a) the US Lenders continue the Existing US Letters of Credit as US Letters of Credit, continue the Existing US Revolving Loans and Existing US Commitments as US Revolving Loans and US Commitments hereunder and

agree to increase the Commitments and extend the credit facilities and (b) US Lenders agree to amend and restate the Existing US Credit Agreement in its entirety for the purpose of making the amendments reflected herein;

                    WHEREAS, the US Lenders have agreed to amend and restate the Existing US Credit Agreement in its entirety for the purpose of making the amendments reflected herein, which amendment and restatement shall become effective on the Closing Date upon the satisfaction of the conditions precedent set forth herein;

                    WHEREAS, each UK Credit Party desires that (a) UK Lenders continue the Existing UK Letters of Credit as UK Letters of Credit, continue the Existing UK Revolving Loans and Existing UK Commitments as UK Revolving Loans and UK Commitments under the UK Credit Agreement and agree to increase the Commitments and extend the credit facilities and (b) UK Lenders agree to amend and restate the Existing UK Credit Agreement in its entirety for the purpose of making the amendments reflected in the UK Credit Agreement;

                    WHEREAS, the UK Lenders have agreed to enter into an amendment and restatement agreement relating to the Existing UK Credit Agreement for the purpose of making the amendments reflected therein, which amendment and restatement shall become effective on and from the Closing Date upon the satisfaction of the conditions precedent set forth therein;

                    WHEREAS, each US Borrower desires to continue to guarantee and secure all of the US Obligations hereunder and under the other US Loan Documents to the extent so guaranteed and secured under the Existing US Credit Agreement and the US Loan Documents, as in effect prior to the date hereof, and as further provided herein;

                    WHEREAS, the US Guarantors have agreed to continue to guarantee and secure all of the US Obligations hereunder and under the other US Loan Documents and UK Loan Documents to the extent so guaranteed and secured under the Existing US Credit Agreement and the US Loan Documents and the UK Loan Documents, as in effect prior to the date hereof, and as further provided herein; and

                    WHEREAS, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed thereto in Annex A which is attached hereto and incorporated herein; the rules of construction contained therein shall govern the interpretation of this Agreement, and all annexes, exhibits and schedules attached hereto are incorporated herein by reference.

                    NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, the US Lenders, the Administrative Agent, the Documentation Agent, if any, and the US Borrowers hereby agree as follows.

          1.1 Total US Facility . Subject to all of the terms and conditions of this Agreement, the US Lenders agree to continue the Existing Revolving Loans and Existing Letters of Credit as

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US Revolving Loans and Letters of Credit hereunder and to make available a total credit facility of up to $260,000,000 less the Dollar Equivalent of the UK Aggregate Outstandings (the “Total US Facility”) to the US Borrowers from time to time during the term of this Agreement. The Total US Facility shall be composed of a revolving line of credit consisting of US Revolving Loans and Letters of Credit described herein. On the Closing Date, the Borrowers (directly or through funding of a Revolving Loan) shall pay in full the Existing Term Loans and the Existing US Credit Agreement and the Existing UK Credit Agreement shall be amended and restated in their entirety as more particularly described herein and therein and neither the Credit Parties nor the Lenders shall be subject to or bound by any of the terms or provisions of the Existing US Credit Agreement or the Existing UK Credit Agreement and shall only be subject to or bound by the terms and provisions of this Agreement and the UK Credit Agreement in respect of the US Commitments, the UK Commitments, the Loans and other Obligations and the transactions contemplated hereby and thereby, as set forth herein and therein. The parties acknowledge and agree that this Agreement, the UK Credit Agreement and the other Loan Documents do not constitute a novation, payment and reborrowing or termination of the Existing Revolving Loans and other obligations under the Existing US Credit Agreement and the Existing UK Credit Agreement (other than the prepayment of the Existing Term Loans made concurrently with the effectiveness of the US Credit Agreement or the UK Credit Agreement) and that all such obligations (other than the Existing Term Loans so prepaid) are in all respects continued and outstanding as obligations under this Agreement and the UK Credit Agreement with only the terms being modified from and after the Closing Date as provided in this Agreement, the UK Credit Agreement and the other Loan Documents. By its execution hereof, each US Lender consents to the amendment, amendment and restatement, replacement or other modification to any other Loan Document being so amended, amended and restated, replaced or otherwise modified on the Closing Date in the form approved by the Administrative Agent.

          1.2 US Revolving Loans.

                    (a) Amounts . Subject to the satisfaction of the conditions precedent set forth in Article 8 , each US Lender severally, but not jointly, agrees, upon the US Borrower Representative’s request from time to time on any US Business Day during the period from the Closing Date to the Termination Date, to make revolving loans in US Dollars (the “US Revolving Loans”) to the US Borrowers (or to continue Existing Revolving Loans under the US Credit Agreement) in amounts not to exceed such US Lender’s Pro Rata Share of US Availability, except for Non-Ratable Loans and Agent Advances (together with the agreement set forth in Section 1.4 to issue Letters of Credit or provide Credit Support for the account of the US Borrowers, the “US Revolving Facility”). The US Lenders, however, in their unanimous discretion, may elect to make US Revolving Loans or issue or arrange to have issued Letters of Credit for the account of the US Borrowers in excess of the US Borrowing Base on one or more occasions, but if they do so, neither the Administrative Agent nor the US Lenders shall be deemed thereby to have changed the limits of the US Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Aggregate Outstandings would exceed Total Excess Availability (with Total Excess Availability for this purpose only calculated as if Aggregate Outstandings, US Aggregate Outstandings and UK Aggregate Outstandings were equal to zero) after giving effect to any US Borrowing or if US Aggregate Outstandings would exceed US Availability (with US Availability for this purpose only calculated as if US Aggregate Outstandings and UK Aggregate Outstandings were equal to zero) after giving effect to any US

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Borrowing, the US Lenders may refuse to make or may otherwise restrict the making of US Revolving Loans as the US Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 1.2(i)

                    (b) Procedure for Borrowing .

                              (1) Each US Borrowing of US Revolving Loans shall be made upon the US Borrower Representative’s irrevocable written notice delivered to the Administrative Agent in the form of a notice of borrowing in the form attached hereto as Exhibit D (“Notice of Borrowing”), which must be received by the Administrative Agent prior to (i) 11:00 a.m. (California time) three US Business Days prior to the requested Funding Date, in the case of US LIBOR Revolving Loans and (ii) 11:00 a.m. (California time) on the requested Funding Date, in the case of US Base Rate Revolving Loans, specifying:

                              (A) the amount of the US Borrowing, which in the case of a US LIBOR Revolving Loan must equal or exceed $1,000,000 (and increments of $500,000 in excess of such amount);

                              (B) the requested Funding Date, which must be a US Business Day;

                              (C) whether the US Revolving Loans requested are to be US Base Rate Revolving Loans or US LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a US Base Rate Revolving Loan); and

                              (D) the duration of the Interest Period for any requested US LIBOR Revolving Loans (and if not specified, it shall be deemed a request for an Interest Period of one month);

provided , however , that with respect to the US Borrowing to be made on the Closing Date, such US Borrowing will consist of US Base Rate Revolving Loans only.

                               (2) In lieu of delivering a Notice of Borrowing, the US Borrower Representative may give the Administrative Agent telephonic notice of such request for advances to the Designated Account of the US Borrowers on or before the deadline set forth above. The Administrative Agent at all times shall be entitled to rely on such telephonic notice in making such US Revolving Loans, regardless of whether any written confirmation is received.

                               (3) The US Borrowers shall have no right to request a US LIBOR Revolving Loan while a Default or Event of Default has occurred and is continuing.

                    (c) Reliance upon Authority; Appointment of US Borrower Representative .

                               (1) Each US Borrower hereby designates MSG as its representative and agent on its behalf for the purposes of issuing Notices of Borrowing and Notices of Conversion/Continuation, in each case in respect of US Revolving Loans, giving instructions with respect to the disbursement of the proceeds of the US Revolving Loans, selecting interest rate options, requesting Letters of Credit for the account of any US Borrower, giving and

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receiving all other notices and consents hereunder or under any of the other US Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any US Borrower or US Borrowers under the Loan Documents (in such capacity, the “US Borrower Representative”). The US Borrower Representative hereby accepts such appointment. Each US Agent, the Letter of Credit Issuer and each US Lender may regard any notice or other communication pursuant to any Loan Document from the US Borrower Representative as a notice or communication from all US Borrowers, and may give any notice or communication required or permitted to be given to the US Borrower or Borrowers hereunder to the US Borrower Representative on behalf of the US Borrower or Borrowers. Each US Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the US Borrower Representative shall be deemed for all purposes to have been made by such US Borrower and shall be binding upon and enforceable against such US Borrower to the same extent as if the same had been made directly by such US Borrower.

                              (2) All US Borrowers acknowledge and agree that the US Borrowers are engaged in an integrated operation that requires financing on the basis of credit availability to each US Borrower, that the co-borrowing arrangement has been established at the request of the US Borrowers, and that each US Borrower expects to derive, directly or indirectly, benefit from such credit availability to the other US Borrowers. Neither any US Agent nor the Letter of Credit Issuer nor any US Lender shall incur any liability to US Borrowers or any other Credit Party as a result of the co-borrowing arrangement for the US Borrowers established by this Agreement and shall not have any liability or responsibility to the US Borrowers to inquire into the allocation, apportionment or use of the proceeds of any US Revolving Loans or extensions of credit hereunder. To induce the US Agents, the Letter of Credit Issuer and the US Lenders to establish this co-borrowing arrangement for the US Borrowers and in consideration thereof, each US Borrower hereby indemnifies the US Agents, the Letter of Credit Issuer and the US Lenders, and their respective successors and assigns, and agrees to hold each of them harmless from any and all liabilities, expenses, losses, damages and claims asserted against them by any Person arising from or incurred by reason of the designation of the US Borrower Representative as such and the co-borrowing arrangements of the US Borrowers as provided in this Agreement, any reliance by any US Agent, the Letter of Credit Issuer or any US Lender on any document, request or instruction given by the US Borrower Representative designated by the US Borrowers herein to act on their behalf or any other action taken by any US Agent, the Letter of Credit Issuer or the US Lenders with respect to the co-borrowing arrangement; provided , however , that no US Borrower shall have an obligation to indemnify any US Agent, the Letter of Credit Issuer or any US Lender under this Section 1.2(c)(2) with respect to any liabilities resulting solely from the gross negligence or willful misconduct of such indemnified party as determined in a final non-appealable judgment of a court of competent jurisdiction. The agreements of the US Borrowers contained in this Section 1.2(c)(2) shall survive payment of all other Obligations.

                              (3) Prior to the Closing Date, the US Borrower Representative shall deliver to the Administrative Agent, a notice setting forth the account of each US Borrower (each, a “Designated Account”) to which the Administrative Agent is authorized to transfer the proceeds of the US Revolving Loans requested hereunder. Each US Borrower may designate a replacement account from time to time by written notice. All such Designated Accounts must be reasonably satisfactory to the Administrative Agent. The Administrative Agent is entitled to rely conclusively on any person’s request for US Revolving Loans on behalf of each US Borrower, so

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long as the proceeds thereof are to be transferred to such Borrower’s Designated Account. The Administrative Agent has no duty to verify the identity of any individual representing himself or herself as a person authorized by the US Borrower to make such requests on its behalf.

                    (d) No Liability . No US Agent shall incur any liability to any US Borrower as a result of acting upon any notice referred to in Section 1.2(b) which the Administrative Agent believes in good faith to have been given by an officer or other person duly authorized by the US Borrower Representative to request US Revolving Loans on behalf of the US Borrowers. The crediting of US Revolving Loans to a US Borrower’s Designated Account conclusively establishes the obligation of such US Borrower to repay such US Revolving Loans as provided herein.

                    (e) Notice Irrevocable . Any Notice of Borrowing (or telephonic notice in lieu thereof) made pursuant to Section 1.2(b) shall be irrevocable. The US Borrowers shall be bound to borrow the funds requested therein in accordance therewith.

                    (g) Making of US Revolving Loans . If the Administrative Agent elects to have the terms of this Section 1.2(g) apply to a requested US Borrowing, then promptly after receipt of a Notice of Borrowing or telephonic notice in lieu thereof, the Administrative Agent shall notify the US Lenders by telecopy, telephone or e-mail of the requested US Borrowing. Each US Lender shall transfer its Pro Rata Share of the requested US Borrowing to the Administrative Agent in immediately available funds, to the account from time to time designated by the Administrative Agent, not later than 1:00 p.m. (California time) on the applicable Funding Date. After the Administrative Agent’s receipt of all proceeds of such US Revolving Loans, the Administrative Agent shall make the proceeds of such US Revolving Loans available to the US Borrowers on the applicable Funding Date by transferring same day funds to the US Borrower’s Designated Account; provided , however , that the amount of US Revolving Loans so made on any date shall not exceed either US Availability or Total Excess Availability on such date.

                    (h) Making of Non-Ratable Loans .

                              (1) If the Administrative Agent elects, with the consent of the Bank, to have the terms of this Section 1.2(h) apply to a requested US Borrowing, the Bank shall make a US Revolving Loan in the amount of that US Borrowing available to the US Borrower on the applicable Funding Date by transferring same day funds to US Borrower’s Designated Account or, in the case of US Revolving Loans made on the Closing Date, to such accounts as designated by the US Borrower Representative in writing. Each US Revolving Loan made solely by the Bank pursuant to this Section is herein referred to as a “Non-Ratable Loan”, and such US Revolving Loans are collectively referred to as the “Non-Ratable Loans,” Each Non-Ratable

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Loan shall be subject to all the terms and conditions applicable to other US Revolving Loans except that all payments thereon shall be payable to the Bank solely for its own account. The aggregate amount of Non-Ratable Loans outstanding at any time to all US Borrowers shall not exceed the Dollar Equivalent of $5,000,000. The Administrative Agent shall not request the Bank to make any Non-Ratable Loan if (l) the Administrative Agent has received written notice from any US Lender that one or more of the applicable conditions precedent set forth in Article 8 will not be satisfied on the requested Funding Date for the applicable US Borrowing, or (2) the requested US Borrowing would exceed US Availability or Total Excess Availability on that Funding Date.

                              (2) The Non-Ratable Loans to the US Borrowers shall be secured by the US Agents’ Liens in and to the US Collateral and shall constitute US Base Rate Revolving Loans and Obligations of the US Borrowers hereunder.

                    (i) Agent Advances .

                              (1) Subject to the limitations set forth below, the Administrative Agent is authorized by each US Obligor and each US Lender, from time to time in the Administrative Agent’s sole discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article 8 have not been satisfied, to make US Base Rate Revolving Loans to the US Borrowers on behalf of the US Lenders in an aggregate amount outstanding at any time not to exceed 10% of the US Borrowing Base but not in excess of the Maximum US Amount which the Administrative Agent, in its reasonable business judgment, deems necessary or desirable (1) to preserve or protect the US Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the US Revolving Loans and other US Obligations, or (3) to pay any other amount chargeable to the US Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 13.7 (any of such advances are herein referred to as “Agent Advances”); provided , that the US Required Lenders may at any time revoke the Administrative Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof.

                              (2) The Agent Advances made with respect to any US Borrower shall be secured by the US Agents’ Liens in and to the US Collateral and shall constitute US Base Rate Revolving Loans and Obligations of the US Borrowers hereunder.

          1.3 [ Intentionally deleted ]

          1.4 Letters of Credit.

                    (a) Agreement to Issue or Cause To Issue . Subject to the terms and conditions of this Agreement, Administrative Agent agrees (i) to cause the Letter of Credit Issuer to issue for the account of a US Borrower one or more commercial/documentary or standby letters of credit when instructed by the US Borrower Representative (“Letter of Credit”) and/or (ii) to provide credit support or other enhancement to an issuer of a letter of credit acceptable to Administrative Agent which issues a Letter of Credit for the account of any US Borrower (any such credit support or enhancement being herein referred to as a “Credit Support”) when

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instructed by such US Borrower Representative from time to time during the term of this Agreement.

                    (b) Amounts; Outside Expiration Date . The Administrative Agent shall not have any obligation to issue or cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the US Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the US Borrowers in connection with the opening thereof would exceed either US Availability or Total Excess Availability at such time; (iii) such Letter of Credit has an expiration date less than 30 days prior to the Stated Termination Date or more than 12 months from the date of issuance for standby letters of credit and 180 days for documentary letters of credit; (iv) a Default or Event of Default has occurred and is continuing; or (v) such Letter of Credit for the account of any US Borrower is denominated in any currency other than Dollars. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each US Lender shall be deemed to have consented to any such extension or renewal unless the Required Lenders shall have provided to the Administrative Agent, written notice that they decline to consent to any such extension or renewal at least thirty (30) days prior to the date on which the Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit.

                    (c) Other Conditions . In addition to conditions precedent contained in Article 8 , the obligation of the Letter of Credit Issuer to issue or the Administrative Agent to cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit is subject to the following conditions precedent having been satisfied in a manner reasonably satisfactory to the Administrative Agent:

                              (1) The US Borrower Representative shall have delivered to the Letter of Credit Issuer, at such times and in such manner as such Letter of Credit Issuer may prescribe, an application in form and substance satisfactory to such Letter of Credit Issuer and reasonably satisfactory to the Administrative Agent for the issuance of the Letter of Credit and such other documents as may be required pursuant to the terms thereof, and the form, terms and purpose of the proposed Letter of Credit shall be reasonably satisfactory to the Administrative Agent and the Letter of Credit Issuer; and

                              (2) As of the date of issuance, no order of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed Letter of Credit Issuer refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit.

                     (d) Issuance of Letters of Credit .

                              (1) Request for Issuance . The US Borrower Representative must notify the Administrative Agent of a requested Letter of Credit at least three (3) US Business

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Days prior to the proposed issuance date (or any lesser period as approved by the Administrative Agent and the Letter of Credit Issuer). Such notice shall be irrevocable and must specify the original face amount of the Letter of Credit requested, the US Business Day of issuance of such requested Letter of Credit, whether such Letter of Credit may be drawn in a single or in partial draws, the US Business Day on which the requested Letter of Credit is to expire, the purpose for which such Letter of Credit is to be issued, and the beneficiary of the requested Letter of Credit. The US Borrower Representative shall attach to such notice the proposed form of the Letter of Credit.

                              (2) Responsibilities of the Administrative Agent; Issuance . As of the US Business Day immediately preceding the requested issuance date of the Letter of Credit, the Administrative Agent shall determine the amount of the US Unused Letter of Credit Subfacility and US Availability or Total Excess Availability. If (i) the face amount of the requested Letter of Credit is less than the US Unused Letter of Credit Subfacility and (ii) the amount of such requested Letter of Credit and all commissions, fees, and charges due from the US Borrower in connection with the opening thereof would not exceed US Availability or Total Excess Availability, the Administrative Agent shall cause the Letter of Credit Issuer to issue the requested Letter of Credit on the requested issuance date so long as the other conditions hereof are met.

                              (3) No Extensions or Amendment . The Administrative Agent shall not be obligated to cause the Letter of Credit Issuer to extend or amend any Letter of Credit issued pursuant hereto unless the requirements of this Section 1.4 are met as though a new Letter of Credit were being requested and issued.

                    (e) Payments Pursuant to Letters of Credit . The US Borrowers agree, jointly and severally, to reimburse immediately the Letter of Credit Issuer for any draw under any Letter of Credit and the Administrative Agent for the account of the US Lenders upon any payment pursuant to any Credit Support, and to pay the Letter of Credit Issuer the amount of all other charges and fees payable to the Letter of Credit Issuer in connection with any Letter of Credit issued for its account immediately when due, irrespective of any claim, setoff, defense or other right which the US Borrowers may have at any time against the Letter of Credit Issuer or any other Person. Each drawing under any Letter of Credit shall constitute a request by the US Borrowers to the Administrative Agent for a Borrowing of a US Base Rate Revolving Loan in the amount of such drawing. The Funding Date with respect to such Borrowing shall be the date of such drawing, and the Administrative Agent is authorized to charge the US Borrowers’ Loan Account for the amount of such drawing in accordance with Section 3.6 .

                    (f) Indemnification; Exoneration; Power of Attorney .

                              (1) Indemnification . In addition to amounts payable as elsewhere provided in this Section 1.4 , the US Borrowers agree, jointly and severally, to protect, indemnify, pay and save the US Lenders and the Administrative Agent harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) which any US Lender or the Administrative Agent (other than a US Lender in its capacity as Letter of Credit Issuer) may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit or the provision of any Credit Support or

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enhancement in connection therewith. The US Borrowers’ obligations under this Section shall survive payment of all other Obligations.

                              (2) Assumption of Risk by the Applicable Borrowers . As among the US Borrowers, the US Lenders, and the US Agents, the US Borrowers assume all risks of the acts and omissions of, or misuse of any of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the US Lenders and the US Agents (in each case, in their capacity as such) shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (C) the failure of the beneficiary of any Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (D) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (G) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; (H) any consequences arising from causes beyond the control of the US Lenders or the US Agents, including any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority or (I) the Letter of Credit Issuer’s honor of a draw for which the draw or any certificate fails to comply in any respect with the terms of the Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any rights or powers of the US Agents or any US Lender under this Section 1.4(f) .

                              (3) Exoneration . Without limiting the foregoing, no action or omission whatsoever by any US Agent or any US Lender (excluding any US Lender in its capacity as a Letter of Credit Issuer) shall result in any liability of any US Agent or any US Lender to any US Borrower, or relieve any US Borrower of any of its obligations hereunder to any such Person.

                              (4) Rights Against Letter of Credit Issuer . Nothing contained in this Agreement is intended to limit the US Borrowers’ rights, if any, with respect to the Letter of Credit Issuer which arise as a result of the letter of credit application and related documents executed by and between the US Borrower (or the US Borrower Representative on its behalf) and the Letter of Credit Issuer.

                              (5) Account Party . Each US Borrower hereby authorizes and directs any Letter of Credit Issuer to name the US Borrower as the “Account Party” therein for any Letter of Credit issued on its behalf and to deliver to the US Agent all instruments, documents and other writings and property received by the Letter of Credit Issuer pursuant to the Letter of Credit, and to accept and rely upon the Administrative Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit or the application therefor.

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                    (g) Supporting Letter of Credit; Cash Collateral . If, notwithstanding the provisions of Section 1.4(b) and Section 10.1 , any Letter of Credit or Credit Support is outstanding upon the termination of this Agreement, then upon such termination the US Borrowers shall deposit with the Administrative Agent, for the ratable benefit of the US Agents and the US Lenders, with respect to each Letter of Credit or Credit Support then outstanding, either (X) a standby letter of credit (a “Supporting Letter of Credit”) in form and substance satisfactory to the Administrative Agent, issued by an issuer satisfactory to the Administrative Agent in an amount equal to 105% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any fees and expenses associated with such Letter of Credit or such Credit Support or (Y) cash collateral in such amount. The Administrative Agent shall be entitled to draw on such Supporting Letter of Credit, or withdraw from the cash collateral account, for amounts necessary to reimburse the Administrative Agent and the US Lenders for payments to be made by the Administrative Agent and the US Lenders under such Letter of Credit or Credit Support and any fees and expenses associated with such Letter of Credit or Credit Support. Such Supporting Letter of Credit or cash collateral shall be held by the Administrative Agent, for the ratable benefit of the US Agents and the US Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such Credit Support remaining outstanding. Upon expiration of any such outstanding Letter of Credit, or cancellation and return of such Letter of Credit to the Letter of Credit Issuer, the Administrative Agent shall return to the US Borrowers any Supporting Letter of Credit and pay to the US Borrowers any cash remaining after payment of all amounts due with respect to such Letter of Credit.

          1.5 US Bank Products . Each US Borrower may request and the Administrative Agent may, in its sole and absolute discretion, arrange for such US Borrower to obtain from the Bank or the Bank’s Affiliates’ US Bank Products, although no US Borrower is required to do so. If US Bank Products are provided by an Affiliate of the Bank, the US Borrowers agree, jointly and severally, to indemnify and hold the US Agents, the Bank and the US Lenders harmless from any and all costs and obligations now or hereafter incurred by any US Agent, the Bank or any of the US Lenders which arise from any indemnity given by the Administrative Agent to its Affiliates related to such US Bank Products; provided , however , nothing contained herein is intended to limit any US Borrower’s rights with respect to the Bank or its Affiliates, if any, which arise as a result of the execution of documents by and between any US Borrower and the Bank which relate to US Bank Products. The agreement contained in this Section shall survive termination of this Agreement. Each US Borrower acknowledges and agrees that the obtaining of US Bank Products from the Bank or the Bank’s Affiliates (a) is in the sole and absolute discretion of the Bank or the Bank’s Affiliates, and (b) is subject to all rules and regulations of the Bank or the Bank’s Affiliates.

          1.6 Joint And Several Obligations; Cross-Guaranty .

                    (a) Each US Borrower hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to the US Agents and the US Lenders the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of all US Obligations owed or hereafter owing to the Administrative Agent and the US Lenders by each other US Borrower, regardless of which US Borrower actually receives any US Revolving Loans or other extensions of credit under the US Loan Documents, the amount received by any

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US Borrower or the manner in which any US Borrower, the Administrative Agent or any US Lender accounts for such Loans and other extensions of credit. Each US Borrower agrees that its guaranty of the Obligations hereunder are a continuing guaranty of payment and performance and not of collection, and that its US Obligations under this Section 1.6 shall not be discharged until payment and performance in full of all Obligations and termination of all US Commitments and UK Commitments.

                    (b) The US Obligations of the US Borrowers under this Section 1.6 and the Liens securing such US Obligations shall not be released or impaired by any action or inaction on the part of any US Agent or any US Lender which would otherwise constitute the release of a surety. Without limiting the generality of the foregoing, the liability of any US Borrower hereunder shall not be affected or impaired in any manner by (i) the failure of any Person to become or remain a US Borrower or guarantor or the failure of any US Agent or any US Lender to preserve, protect or enforce any right to require any Person to become or remain a US Borrower or guarantor, (ii) any taking, failure to take, failure to create, perfect or ensure the priority of, or exchange, release or termination or lapse of any Lien securing any US Obligations of any other US Borrower, or any taking, failure to take, release or amendment or waiver of or consent to departure from, any other guaranty of any of the US Obligations of any other US Borrower, (iii) any manner or order of sale or other enforcement of any Lien securing any of the US Obligations or any manner or order of application of the proceeds of any such Lien to the payment of the US Obligations or any failure to enforce any Lien or to apply any proceeds thereof, (iv) any furnishing, exchange, substitution or release of any collateral securing the US Obligations, or any failure to perfect any Lien in any of the collateral securing the US Obligations, or (v) any other circumstance which might otherwise constitute a defense (except the final payment in full) available to, or a discharge of, a surety or guarantor.

                    (c) The liability of each US Borrower under this Agreement for obligations in its capacity as guarantor and its joint and several liability as a co-US Borrower for any other US Borrower’s US Obligations hereunder shall remain valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than final payment in full of the US Obligations), including the occurrence of any of the following, whether or not such Borrower shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Loan Documents, at law, in equity or otherwise) with respect to the US Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the US Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Default) of this Agreement, any of the other Loan Documents or any agreement or instrument executed pursuant hereto or thereto, or of any other guaranty or security for the US Obligations, in each case whether or not in accordance with the terms of this Agreement, such Loan Document or any agreement relating to such other guaranty or security; (iii) the US Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source to the payment of any liability other than the US Obligations, even though the US Lenders might have elected to apply such payment to any part or all of the US Obligations; (v) any consent by any US Lender or any

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US Agent to the change, reorganization or termination of the corporate structure or existence of any other US Borrower, or any other Person and to any corresponding restructuring of the US Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the US Obligations; (vii) any defenses (except the defense of final payment in full), set-offs or counterclaims which any US Borrower, any guarantor or any other Person may allege or assert against any Agent or any Lender in respect of the US Obligations, including, for example, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any US Borrower as an obligor in respect of the US Obligations.

                    (d) To the maximum extent permitted by law, each US Borrower in its capacity as a guarantor hereunder hereby waives and agrees not to assert or take advantage of: (i) any defense now existing or hereafter arising based upon any legal disability or other defense of any other US Borrower or any guarantor or other Person, or by reason of the cessation or limitation of the liability of any other US Borrower or any guarantor or other Person from any cause other than full payment and performance of all obligations due under this Agreement or any of the other Loan Documents; (ii) any defense based upon any lack of authority of the officers, directors, partners or US Agents acting or purporting to act on behalf of any other US Borrower or any guarantor or other Person, or any defect in the formation of any other US Borrower or any guarantor or other Person; (iii) the unenforceability or invalidity of any security or guaranty or the lack of perfection or continuing perfection, or failure of priority of any security for the US Obligations; (iv) any and all rights and defenses arising out of an election of remedies by any US Agent or any US Lender, even though that election of remedies, such as a non-judicial foreclosure with respect to security for an US Obligation, has destroyed such US Borrower’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (v) any defense based upon any failure to disclose to such US Borrower any information concerning the financial condition of any other US Borrower or any guarantor or other Person or any other circumstances bearing on the ability of any other US Borrower or any guarantor or other Person to pay and perform all obligations due under this Agreement or any of the other Loan Documents; (vi) any failure by any US Agent or any US Lender to give notice to such US Borrower or any guarantor or other Person of the sale or other disposition of security, and any defect in notice given by any US Agent or any US Lender in connection with any such sale or disposition of security; (vii) any failure of any US Agent or any US Lender to comply with applicable laws in connection with the sale or disposition of security, including, without limitation, any failure by any US Lender or any US Agent to conduct a commercially reasonable sale or other disposition of such security; (viii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal, or that reduces a surety’s or guarantor’s obligations in proportion to the principal’s obligation; (ix) any use of cash collateral under Section 363 of the Bankruptcy Code; (x) any defense based upon an election by any US Agent or any US Lender, in any proceeding instituted under the Bankruptcy Code, of the application of Section 111l(b)(2) of the Bankruptcy Code or any successor statute; (xi) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Bankruptcy Code; (xii) any right of subrogation, any right to enforce any remedy which any US Agent or any US Lender may have against any other US Borrower or any guarantor or other Person and any right to participate in, or benefit from, any

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security now or hereafter held by the Administrative Agent or any US Lender for the US Obligations of the other US Borrowers, until all US Obligations have been paid in full and the US Commitments terminated; (xiii) presentment, demand, protest and notice of any kind, including notice of acceptance of this Agreement and of the existence, creation or incurring of new or additional US Obligations; (xiv) the benefit of any statute of limitations affecting the liability of any other US Borrower or any guarantor or other Person, enforcement of this Agreement or any other Loan Documents, the liability of any other US Borrower hereunder or the enforcement hereof; (xv) all notices of intention to accelerate and/or notice of acceleration of the US Obligations; (xvi) relief from any applicable valuation or appraisement laws; (xvii) any other action by any US Agent or any US Lender, whether authorized by this Agreement or otherwise, or any omission by any US Agent or any US Lender or other failure of any US Agent or any US Lender to pursue, or delay in pursuing, any other remedy in its power; (xviii) any and all claims and/or rights of counterclaim, recoupment, setoff or offset; and (xix) any defense based upon the application of the proceeds of a Loan for purposes other than the purposes represented by the US Borrowers or intended or understood by any US Agent or any US Lender or any US Borrower. Each US Borrower agrees that the payment and performance of all US Obligations or any part thereof or other act which tolls any statute of limitations applicable to this Agreement or the other Loan Documents shall similarly operate to toll the statute of limitations applicable to such US Borrower’s liability under this Section 1.6 . Without limiting the generality of the foregoing or any other provision hereof, each US Borrower further waives any and all rights and defenses that such US Borrower may have as a guarantor because the US Obligations of any of the other US Borrowers are secured by real property of any of the other US Borrowers; this means, among other things, that: (1) the US Lenders may collect from such US Borrower without first foreclosing on any real or personal property collateral pledged by any other US Borrower, (2) if any US Agent or any US Lender forecloses on any real property collateral pledged by any other US Borrower, then (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) any US Agent or any US Lender may collect from such US Borrower even if any US Agent or any US Lender, by foreclosing on the real property collateral, has destroyed any right such US Borrower may have to collect from any other US Borrower. The foregoing sentence is an unconditional and irrevocable waiver of any rights and defenses each US Borrower may have because the US Obligations are secured by real property of any other US Borrower. Each US Borrower acknowledges and agrees that California Civil Code Section 2856 authorizes and validates waivers of a guarantor’s rights of subrogation and reimbursement and waivers of certain other rights and defenses available to a guarantor under California law. Based on the preceding sentence and without limiting the generality of the foregoing waivers contained in this subparagraph or any other provision hereof, each US Borrower expressly waives to the maximum extent permitted by law any and all rights and defenses (except the defense of final payment in full), including without limitation any rights of subrogation, reimbursement, indemnification and contribution (except subrogation or contribution pursuant to this Agreement), which might otherwise be available to such US Borrower under California Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433 and under California Code of Civil Procedure Sections 580a, 580b, 580d and 726 (or any of such sections), to the extent applicable or under the laws of any other jurisdiction to the extent the same are applicable to this Agreement or the agreements, covenants or obligations of any other US Borrower hereunder or under any other US Loan Document.

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                    (e) Each US Borrower is fully aware of the financial condition of the other US Borrowers and is executing and delivering this Agreement based solely upon such US Borrower’s own independent investigation of all matters pertinent hereto and is not relying in any manner upon any representation or statement by any US Agent or any US Lender. Each US Borrower hereby assumes full responsibility for obtaining any additional information concerning the financial condition of the other US Borrowers, or any other guarantor or their respective properties, financial condition and prospects and any other matter pertinent hereto as such US Borrower may desire, and such US Borrower is not relying upon or expecting any US Agent or any US Lender to furnish to such US Borrower any information now or hereafter in the possession of the US Agent or any US Lender concerning the same or any other matter. By executing this Agreement, each US Borrower knowingly accepts the full range of risks encompassed within a contract of this type, which risks such US Borrower acknowledges. No US Borrower shall have the right to require any US Agent or any US Lender to obtain or disclose any information with respect to the US Obligations, the financial condition or prospects of any other US Borrower, the ability of any other US Borrower to pay or perform its US Obligations, the existence, perfection, priority or enforceability of any collateral security for any or all of the US Obligations, the existence or enforceability of any other guaranties of all or any part of the US Obligations, any action or non-action on the part of any US Agent or any US Lender, any other US Borrower or any other Person, or any other event, occurrence, condition or circumstance whatsoever.

                    (f) The US Obligations of each US Borrower as a guarantor (but not its obligations with respect to any Loans or advances made directly or indirectly to it, or Letters of Credit or Credit Support issued for its direct or indirect benefit) shall be limited to an amount not to exceed the greater of (i) the net amount of all Loans advanced to any other US Borrower under this Agreement and then re-loaned or otherwise transferred to or for the benefit of such US Borrower and (ii) the maximum amount of such obligations and liabilities as a guarantor that can be made or assumed by such US Borrower without rendering such obligation or liability void or voidable under applicable laws relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally, in each case giving effect to all liabilities of such US Borrower other than any liabilities in respect of intercompany indebtedness to the extent that it would be discharged in the amount paid by such US Borrower hereunder and giving effect to all rights of subrogation, contribution, reimbursement, indemnity or similar rights pursuant to applicable law or any agreement (the “Maximum Liability”).

                    (g) Each US Borrower hereby agrees that to the extent that any US Borrower makes any payment hereunder on behalf of another US Borrower, the US Borrower making such payment shall be entitled to seek and receive contribution and indemnification from and to be reimbursed by each other US Borrower, in an amount equal to a fraction of such payment, the numerator of which is the Maximum Liability of the US Borrower making the payment and the denominator of which is the Maximum Liability of all US Borrowers as of the date of determination. Each US Borrower’s right of contribution shall be subject to the terms and conditions of this Section 1.6(g) . The provisions of this Section 1.6 (g) shall in no respect limit the direct obligations and liabilities of any US Borrower to the US Lenders for any US Revolving Loans and advances made to it, or any Letter of Credit or Credit Support issued for its benefit and each US Borrower shall remain liable to the US Lenders for the full amount of its liabilities under this Agreement.

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                    (h) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, each US Borrower in its capacity as a guarantor hereby expressly and irrevocably subordinates to payment of the US Obligations of the US Borrowers any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off and any and all defenses available to a surety, guarantor or accommodation co-obligor until the US Obligations of the US Borrowers are paid in full in cash and all US Commitments are terminated. Each US Borrower in its capacity as a guarantor only acknowledges and agrees that this subordination is intended to benefit the US Agents and the US Lenders and shall not limit or otherwise affect such US Borrower’s primary liability hereunder or the enforceability of this Section 1.6 , and that the US Agents, US Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 1.6 .

                    (i) No US Borrower shall be entitled to be subrogated to any of the rights of any US Agent or any US Lender or against any other US Borrower, or any collateral security or guarantee or right to offset held by any US Agent or any US Lender for the payment of the US Obligations of the US Borrowers, as the case may be, nor shall any US Borrower seek or be entitled to seek any contribution or reimbursement from or any other US Borrower in respect of payments made by such US Borrower hereunder, until all amounts owing to the US Agents and the US Lenders on account of the US Obligations of the US Borrowers are paid in full, no Letter of Credit shall be outstanding and the US Commitments are terminated or have expired. If any amount shall be paid to any US Borrower on account of such subrogation rights at any time not permitted hereunder, such amount shall be held by such US Borrower in trust for the Administrative Agent and the US Lenders, segregated from other funds of such US Borrower, and shall, forthwith upon receipt, be turned over to the Administrative Agent in the exact form received (duly endorsed to the Administrative Agent, if required), to be applied against the US Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

                    (j) This Section 1.6 is intended only to define the relative rights of the US Borrowers, the US Agents and the US Lenders and nothing set forth in this Section 1.6 is intended to or shall impair the obligations of the US Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement. Nothing contained in this Section 1.6 shall limit the liability of any US Borrower to pay the Loans or Advances made directly or indirectly to that US Borrower and accrued interest, Fees and expenses with respect thereto, for which such US Borrower shall be primarily liable.

                    (k) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of each US Borrower to which such contribution and indemnification is owing.

ARTICLE 2.
INTEREST AND FEES

          2.1 Interest.

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                    (a) Interest Rates . All outstanding US Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the US Base Rate or the US LIBOR Rate, as applicable, plus the Applicable Margin, but not to exceed the Maximum Rate. If at any time US Revolving Loans are outstanding with respect to which the US Borrower Representative has not delivered to the Administrative Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those US Revolving Loans shall bear interest at a rate determined by reference to the US Base Rate, as applicable, until notice to the contrary has been given to the Administrative Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the outstanding US Obligations shall bear interest as follows:

          Each change in the US Base Rate shall be reflected in the interest rate applicable to US Revolving Loans, as of the effective date of such change. All interest charges on US Base Rate Revolving Loans shall be computed on the basis of a year of 360 days and actual days elapsed (which results in more interest being paid than if computed on the basis of a 365-day year). All interest charges on US LIBOR Revolving Loans shall be computed on the basis of a 365-day year and actual days elapsed. The US Borrowers shall pay to the Administrative Agent, for the ratable benefit of US Lenders, interest accrued on all US Base Rate Revolving Loans in arrears on the first day of each month hereafter and on the Termination Date, and the US Borrowers shall pay to the Administrative Agent, for the ratable benefit of the US Lenders interest on all US LIBOR Revolving Loans in arrears on each LIBOR Interest Payment Date.

                    (b) Default Rate . If any Event of Default occurs and is continuing and the Administrative Agent or the Required Lenders in their discretion so elect, then, while any such Event of Default is continuing, all of the US Obligations shall bear interest at the Default Rate applicable thereto.

          2.2 Continuation and Conversion Elections.

                    (a) Subject to Section 1.2(b)(3) , the US Borrowers may:

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provided , that if at any time the aggregate amount of US LIBOR Revolving Loans in respect of any single Interest Period is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such US LIBOR Revolving Loans shall automatically convert into US Base Rate Revolving Loans; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month.

                    (b) The US Borrower Representative shall deliver a notice of continuation/conversion in the form attached hereto as Exhibit E (a “Notice of Continuation/Conversion”) to the Administrative Agent not later than 11:00 a.m. (California time), at least three (3) US Business Days in advance of the Continuation/Conversion Date, if the US Revolving Loans are to be converted into or continued as US LIBOR Revolving Loans and specifying:

                    (c) If upon the expiration of any Interest Period applicable to US LIBOR Revolving Loans, the US Borrower Representative has failed to select timely a new Interest Period to be applicable to such US LIBOR Revolving Loans or if any Default or Event of Default then exists, the US Borrower Representative shall be deemed to have elected to convert such US LIBOR Revolving Loans into US Base Rate Revolving Loans effective as of the expiration date of such Interest Period.

                    (d) The Administrative Agent will promptly notify each US Lender, as applicable, of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each US Lender.

                    (e) There may not be more than six (6) different Interest Periods for US LIBOR Revolving Loans in effect hereunder at any time.

          2.3 Maximum Interest Rate . In no event shall any interest rate provided for hereunder exceed the maximum rate legally chargeable by any US Lender under applicable law for such

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US Lender with respect to loans of the type provided for hereunder (the “Maximum Rate”). If, in any month, any interest rate, absent such limitation, would have exceeded the Maximum Rate, then the interest rate for that month shall be the Maximum Rate, and, if in future months, that interest rate would otherwise be less than the Maximum Rate, then that interest rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the US Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 2.3 , have been paid or accrued if the interest rate otherwise set forth in this Agreement had at all times been in effect, then the US Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the applicable US Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been charged if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. If a court of competent jurisdiction determines that the Administrative Agent and/or any US Lender has received interest and other charges hereunder in excess of the Maximum Rate, such excess shall be deemed received on account of, and shall automatically be applied to reduce, the US Obligations of the US Borrowers other than interest, in the inverse order of maturity, and if there are no US Obligations of the US Borrowers outstanding, the Administrative Agent and/or such US Lender shall refund to the US Borrowers such excess.

          2.4 Agent Fees . The US Borrowers agree, jointly and severally, to pay the Administrative Agent fees in the amount and at the times set forth in the confidential fee letter dated as of November 18, 2005, among the Administrative Agent, Banc of America Securities, LLC, Ravenstock and MSG (as amended, restated, supplemented or otherwise modified from time to time, the “ Fee Letter ”).

          2.5 Unused Line Fee . On the first day of each month and on the Termination Date: (i) the UK Borrowers agree, jointly and severally, to pay to the UK Agent, for the account of the UK Lenders, in accordance with their respective Pro Rata Shares, an unused line fee (the “UK Unused Line Fee”) in an amount equal to the Sterling Equivalent of the Applicable Unused Line Fee Rate multiplied by the amount by which the UK Commitments exceed the average daily amount of UK Aggregate Outstandings and (ii) the US Borrowers agree, jointly and severally, to pay to the Administrative Agent, for the account of the US Lenders, in accordance with their respective Pro Rata Shares, an unused line fee (the “US Unused Line Fee”) in an amount equal to the Dollar Equivalent of (x) the Applicable Unused Line Fee Rate multiplied by the amount by which the Aggregate Commitments exceeds the average daily amount of Aggregate Outstandings less (y) the amount of the UK Unused Line Fee payable for such period during the immediately preceding month or shorter period if calculated for the first month hereafter or on the Termination Date. The Unused Line Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed.

          2.6 Letter of Credit Fee . The US Borrowers agree, jointly and severally, to pay to the Administrative Agent, for the account of the US Lenders, in accordance with their respective Pro Rata Shares, for each Letter of Credit issued under the US Credit Agreement, a fee (the “Letter of Credit Fee”) equal to the Applicable Margin for US LIBOR Revolving Loans and to the

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Administrative Agent for the benefit of the Letter of Credit Issuer a fronting fee of one-eighth of one percent (0.125%) of the undrawn face amount of each Letter of Credit, and to the Letter of Credit Issuer, all customary out-of-pocket costs, fees and expenses incurred by the Letter of Credit Issuer in connection with the application for, processing of, issuance of, extension of, draws under or amendment to any Letter of Credit. The Letter of Credit Fee shall be payable monthly in arrears on the first day of each month following any month in which a Letter of Credit is outstanding and on the Termination Date. The Letter of Credit Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed.

ARTICLE 3.
PAYMENTS AND PREPAYMENTS

          3.1 Revolving Loans . The US Borrowers shall repay the outstanding principal balance of the US Revolving Loans made to such US Borrowers, plus all accrued but unpaid interest thereon, on the Termination Date. The US Borrowers may prepay the US Revolving Loans made to such US Borrowers at any time, and reborrow subject to the terms of this Agreement; provided , however , the US Borrowers may not terminate the Total US Facility unless the UK Borrowers also terminate the Total UK Facility. In addition, and without limiting the generality of the foregoing, (a) the US Borrowers shall pay to the Administrative Agent, for the account of the US Lenders, the amount, without duplication, by which the US Aggregate Outstandings exceed the lesser of the US Borrowing Base or the Maximum US Amount, (b) the US Borrowers shall cause the UK Borrowers to pay to the UK Agent, for the account of the UK Lenders, the amount, without duplication, by which the UK Aggregate Outstandings exceeds the lesser of the UK Borrowing Base or the Maximum UK Amount and (c) the US Borrowers shall either (i) cause the UK Borrowers to pay to the UK Agent, for the account of the UK Lenders, the amount by which the Aggregate Outstandings exceed the Maximum Consolidated Borrowing Base Amount or (ii) pay to the Administrative Agent, for account of the US Lenders, such amount, without duplication.

          3.2 Termination of Facility . The US Borrowers may terminate this Agreement upon at least thirty (30) US Business Days’ notice of intent to terminate and ten (10) US Business Days’ actual notice to the Administrative Agent, the UK Agent and the US Lenders, upon (a) the payment by the Borrowers in full of all outstanding Revolving Loans, together with accrued interest thereon, and the cancellation and return of all outstanding Letters of Credit or the provision of cash collateral or a Supporting Letter of Credit pursuant to Section 1.4(g) hereof and Section 1.4(g) of the UK Credit Agreement, (b) the payment by each Borrower in full in cash of all reimbursable expenses and other Obligations of such Borrower under this Agreement and the UK Credit Agreement, and (c) with respect to any LIBOR Loans prepaid, payment by each Borrower of the amounts due under Section 4.4 , if any and the corresponding amounts due, if any, under the UK Credit Agreement.

          3.3 [ Intentionally deleted ].

          3.4 US LIBOR Revolving Loan Prepayments . In connection with any prepayment, if any US LIBOR Revolving Loans are prepaid prior to the expiration date of the Interest Period applicable thereto, the US Borrowers shall pay to the US Lenders the amounts described in Section 4.4 .

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            3.5 Payments by the US Borrowers.

                  (a) All payments to be made by the US Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the US Borrowers shall be made to the Administrative Agent for the account of the applicable US Lenders, at the account designated by the Administrative Agent and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (California time) on the date specified herein. Any payment received by the Administrative Agent on such date after such time shall be deemed to have been received on the following US Business Day and any applicable interest shall continue to accrue.

                  (b) Subject to the provisions set forth in the definition of “Interest Period,” whenever any payment is due on a day other than an US Business Day, such payment shall be due on the following US Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

            3.6 Payments as US Revolving Loans . At the election of the Administrative Agent, all payments of principal, interest, reimbursement obligations in connection with Letters of Credit and Credit Support for Letters of Credit, fees, premiums, reimbursable expenses and other sums payable hereunder or under any US Loan Document may be paid from the proceeds of US Revolving Loans made to the US Borrowers hereunder. Each US Borrower hereby irrevocably authorizes the Administrative Agent to charge the Loan Account of the US Borrowers for the purpose of paying all amounts from time to time due hereunder and agrees that all such amounts charged shall constitute US Base Rate Revolving Loans (including Non-Ratable Loans and Agent Advances) to the US Borrowers.

            3.7 Apportionment, Application and Reversal of Payments . Principal and interest payments shall be apportioned ratably among the applicable US Lenders (according to the unpaid principal balance of the US Revolving Loans to which such payments relate held by each applicable US Lender) and payments of the fees shall, as applicable, be apportioned ratably among the US Lenders, except for fees payable solely to any US Agent and any Letter of Credit Issuer. All payments shall be remitted to the Administrative Agent and all such payments by any US Borrower not relating to principal or interest or premiums of specific US Revolving Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral of such US Borrower received by the Administrative Agent (other than voluntary or mandatory payments pursuant to Section 7.6) , shall be applied, ratably, subject to the provisions of this Agreement, first , to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent from the US Borrowers; second , to pay any fees or expense reimbursements then due to the US Lenders from the US Borrowers; third , to pay interest due in respect of all US Revolving Loans, including Non-Ratable Loans and Agent Advances, made to the US Borrowers whether or not allowed or allowable in an insolvency proceeding; fourth , to pay or prepay principal of the US Revolving Loans and Agent Advances made to the US Borrowers and unpaid reimbursement obligations in respect of Letters of Credit; fifth , following the occurrence and during the continuance of a Default or an Event of Default, to pay an amount to the Administrative Agent equal to 105% of all outstanding Letter of Credit obligations of the US Borrowers to be held as cash collateral for such obligations; sixth to the payment of any other Obligation to any US Agent, Bank or the US Lenders, including, without limitation, Obligations

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in respect of US Bank Products; and seventh following the occurrence and continuation of a Default or Event of Default, to pay any of the foregoing amounts due to the Administrative Agent or any UK Agent on behalf of and for the benefit of the UK Lenders pursuant to the UK Obligations of the US Borrower, the Parent Guarantor or the US Subsidiaries under or pursuant to the UK Guaranty, the US Parent Guaranty or the US Subsidiary Guaranty; provided that so long as no Default or Event of Default shall have occurred and be continuing, the foregoing shall not be deemed to apply to any payment by any US Borrower specified by such US Borrower to be for the payment of specific obligations then due and payable (or prepayable) under and in accordance with any provision of any Loan Document, Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the US Borrowers or unless an Event of Default has occurred and is continuing or following termination of this Agreement, neither the Administrative Agent nor any US Lender shall apply any payments which it receives to any US LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such US LIBOR Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding US Base Rate Revolving Loans made to the US Borrowers and, in any event, in each case the US Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4 . Upon the occurrence and during the continuation of an Event of Default and, prior thereto in order to correct any error or otherwise with the consent of the Lenders required pursuant to Section 11.1(b) hereof, the Administrative Agent and the US Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations of the US Borrowers.

          3.8 Indemnity for Returned Payments . If after receipt of any payment which is applied to the payment of all or any part of the US Obligations, any US Agent, any US Lender, Bank or any Affiliate of the Bank, is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the US Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by such US Agent, such US Lender, Bank or such Affiliate and the US Borrowers shall be jointly and severally liable to pay to the US Agents, the US Lenders, Bank and such Affiliate, and hereby do jointly and severally indemnify the US Agents, the US Lenders, Bank and such Affiliate and hold the US Agents, the US Lenders, Bank and such Affiliate harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 shall be and remain effective notwithstanding any contrary action which may have been taken by any US Agent, any US Lender, Bank or any such Affiliate in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the US Agents’, the US Lenders’, Bank’s and such Affiliate’s rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreement.

          3.9 US Agents’ and US Lenders’ Books and Records; Monthly Statements . The Administrative Agent shall record the principal amount of the US Revolving Loans owing to the US Lenders, the undrawn face amount of all outstanding Letters of Credit issued for the account of the US Borrowers and the aggregate amount of unpaid reimbursement obligations outstanding with respect to the Letters of Credit for the account of the US Borrowers from time to time on its

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books. In addition, each US Lender may note the date and amount of each payment or prepayment of principal of such US Lender’s Loans in its books and records. Failure by the US Agents or any US Lender to make such notation shall not affect the obligations of the US Borrowers with respect to the US Revolving Loans or the Letters of Credit. The US Borrowers agree that the US Agents’ and each US Lender’s books and records showing the US Obligations and the transactions pursuant to this Agreement and the other Loan Documents shall be admissible in any action or proceeding arising therefrom, and shall constitute rebuttably presumptive proof thereof, irrespective of whether any US Obligation is also evidenced by a promissory note or other instrument. The Administrative Agent will provide to the US Borrowers a monthly statement of US Revolving Loans, payments, and other transactions with respect to such US Borrowers pursuant to this Agreement. Such statement shall be deemed correct, accurate, and binding on such US Borrowers and an account stated (except for reversals and reapplications of payments made as provided in Section 3.7 hereof and corrections of errors discovered by the Administrative Agent), unless the US Borrower Representative notifies the Administrative Agent in writing to the contrary within 45 days after such statement is rendered. In the event a timely written notice of objections is given by the US Borrower Representative, only the items to which exception is expressly made will be considered to be disputed by the US Borrowers.

          3.10 [ Intentionally deleted ]

ARTICLE 4.
TAXES, YIELD PROTECTION AND ILLEGALITY

          4.1 Taxes.

                    (a) Any and all payments by each US Obligor to any Lender or any Agent under this Agreement and any other Loan Document shall be made free and clear of, and without deduction or withholding for any Taxes. In addition, each US Obligor shall pay all Other Taxes with respect to the US Obligations of such US Obligor and the payments due under the execution, delivery, registration and performance of this Agreement, or otherwise and any other Loan Document.

                    (b) Each US Obligor shall indemnify the US Agents and each US Lender for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by any US Agent or such US Lender with respect to the US Obligations of such US Obligor and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto. Each US Agent and each US Lender seeking indemnification pursuant to this Section 4.1(b) agrees to deliver to the US Borrower Representative evidence of the Taxes or Other Taxes forming the basis for any such claim; provided that the prior delivery or sufficiency, in the judgment of the US Borrower Representative, of such evidence shall in no way be a condition of the US Obligors’ obligations to indemnify the US Agent or US Lender pursuant to this Section 4.1(b) . No US Obligor shall be obligated to make a payment to a US Agent or US Lender pursuant to this clause in respect of penalties, interest and other liabilities attributable to any Taxes or Other Taxes if such penalties, interest and other liabilities are attributable to the gross negligence or willful misconduct of such US Agent or US Lender. After a US Agent or US Lender receives notice of the imposition of the

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Taxes or Other Taxes that are subject to this Section, such US Agent or US Lender will act in good faith to promptly notify each US Obligor of its obligations hereunder.

                    (c) If any US Obligor shall be required by law to deduct or withhold any Taxes or Other Taxes from or in respect of any sum payable hereunder to any US Lender or any US Agent, then, without duplication:

                    (d) At any US Agent’s request, within 30 days after the date of any payment by any US Obligor of Taxes or Other Taxes, the US Borrower shall furnish such US Agent, if available, the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment satisfactory to such US Agent.

                    (e) If any US Obligor is required to pay additional amounts to any US Lender pursuant to this Section, then such US Lender shall, upon the request and at the expense of the US Borrowers, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by such Obligor which may thereafter accrue, if such change, in the sole judgment of such US Lender, (i) is not otherwise disadvantageous to such US Lender and (ii) would avoid the need for or reduce the amount of such additional amounts.

          4.2 Illegality.

                    (a) If any US Lender determines that the introduction of any Requirement of Law, or any change in any Requirement of Law, or change in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any US Lender or its applicable lending office to make US LIBOR Revolving Loans, then, on notice thereof by that US Lender to the US Borrower Representative through the Administrative Agent, any obligation of that US Lender to make US

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LIBOR Revolving Loans shall be suspended until that US Lender notifies the Administrative Agent and the US Borrower that the circumstances giving rise to such determination no longer exist.

                    (b) If any US Lender determines that the introduction of any Requirement of Law, or any change in any Requirement of Law, or change in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any other Governmental Authority has asserted that it is unlawful, for any US Lender or its applicable lending office to maintain any US LIBOR Revolving Loans, the US Borrower shall, upon its receipt of notice thereof by that US Lender to the US Borrower Representative through the Administrative Agent and demand from such US Lender (with a copy to the Administrative Agent), prepay in full such US LIBOR Revolving Loans of that US Lender then outstanding, together with interest accrued thereon and amounts required under Section 4.4 , either on the last day of the Interest Period thereof, if that US Lender may lawfully continue to maintain such US LIBOR Revolving Loans to such day, or immediately, if that US Lender may not lawfully continue to maintain such US LIBOR Revolving Loans. If the US Borrowers are required to so prepay any US LIBOR Revolving Loans, then concurrently with such prepayment, the US Borrowers shall borrow from the affected US Lender, in the amount of such repayment, a US Base Rate Revolving Loan. Each US Lender agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different lending office if such designation will, in the sole judgment of such US Lender, avoid the need for such notice and will not otherwise be disadvantageous to such Lender.

                    (c) Should any US Lender’s US LIBOR Loans be suspended under the provisions of Section 4.2 , then without limiting its obligations to reimburse any US Lender for compensation claimed pursuant to this Section 4.2 , the US Borrowers may, within 60 days following such occurrence, treat that US Lender as an “Affected Lender” under Section 4.6 and exercise the applicable remedies set forth therein, subject to the conditions and limitation set forth therein.

          4.3 Increased Costs and Reduction of Return.

                    (a) If any US Lender determines that due to either (i) the introduction of or any change in the interpretation of any law or regulation or (ii) the compliance by that US Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such US Lender of agreeing to make or making, funding or maintaining any US LIBOR Revolving Loans, without duplication, then the US Borrowers shall jointly and severally be liable for, and shall from time to time, within two US Business Days of demand by such US Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such US Lender, additional amounts as are sufficient to compensate such US Lender for such increased costs.

                    (b) If any US Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof,

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or (iv) compliance by such US Lender or any corporation or other entity controlling such US Lender with any Capital Adequacy Regulation, affects the amount of capital required to be maintained by such US Lender or any corporation or other entity controlling such US Lender and (taking into consideration such US Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such US Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its US Commitments, loans, credits or obligations under this Agreement, then, upon demand of such US Lender to the US Borrower Representative in respect of which such US Lender has a US Commitment through the Administrative Agent, the US Borrowers shall pay to such US Lender, from time to time as specified by such US Lender, additional amounts sufficient to compensate such US Lender for such increase.

                    (c) If any US Obligor is required to pay additional amounts to any US Lender pursuant to this Section, then such US Lender shall, upon the request and at the expense of the US Borrowers, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by such US Obligor which may thereafter accrue, if such change, in the sole judgment of such US Lender, (i) is not otherwise disadvantageous to such US Lender and (ii) would avoid the need for or reduce the amount of such additional amounts.

          4.4 Funding Losses . Each US Borrower shall reimburse each US Lender and hold each US Lender harmless from any loss or expense which such US Lender may sustain or incur as a consequence of:

                    (a) the failure of such US Borrower to make on a timely basis any payment of principal of any US LIBOR Revolving Loan;

                    (b) the failure of such US Borrower to borrow, continue or convert a Loan after such US Borrower has given a Notice of Borrowing or a Notice of Continuation/Conversion; or

                    (c) the prepayment or other payment (including after acceleration thereof) of any US LIBOR Revolving Loan on a day that is not the last day of the relevant Interest Period;

including any such loss of anticipated profit and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its US LIBOR Revolving Loans or from fees payable to terminate the deposits from which such funds were obtained. Each US Borrower shall also pay any customary administrative fees charged by any US Lender in connection with the foregoing.

          4.5 Inability to Determine Rates . If the Administrative Agent determines that for any reason (a) adequate and reasonable means do not exist for determining the US LIBOR Rate for any requested Interest Period with respect to a proposed US Revolver LIBOR Loan or (b) that the US LIBOR Rate for any requested Interest Period with respect to a proposed US LIBOR Revolving Loan does not adequately and fairly reflect the cost to the applicable US Lenders of funding such US LIBOR Revolving Loan, the Administrative Agent will promptly so notify such US Borrower Representative and each such US Lender. Thereafter, the obligation of the US

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Lenders to make or maintain US LIBOR Revolving Loans hereunder shall be suspended until the Administrative Agent revokes such notice in writing. Upon receipt of such notice, (A) in the case of US Revolving Loans, (I) US Borrower Representative may revoke any Notice of Borrowing or Notice of Continuation/Conversion in respect of US Revolving Loans then submitted by it without cost or expense to any US Borrower and (II) if the US Borrower Representative does not revoke such Notice, the US Lenders shall make, convert or continue the US Revolving Loans, as proposed by the US Borrower Representative, in the amount specified in the applicable notice submitted by the US Borrower Representative, but such US Revolving Loans shall be made, converted or continued as US Base Rate Loans instead of US LIBOR Revolving Loans.

          4.6 Certificates of Lenders.

                    (a) Any US Lender claiming reimbursement or compensation under this Article 4 (an “Affected Lender”) shall determine the amount thereof and shall deliver to the US Borrower Representative (with a copy to the Administrative Agent) a certificate setting forth in reasonable detail the amount payable to such Affected Lender, and such certificate shall be conclusive and binding on the US Borrowers in the absence of manifest error.

                    (b) Without limiting its obligations to reimburse an Affected Lender for compensation theretofore claimed by an Affected Lender pursuant to this Article 4, US Borrowers may, within 60 days following any demand by an Affected Lender, request that one or more Persons that are Eligible Assignees and that are approved by the Administrative Agent (which approval shall not be unreasonably withheld) purchase all (but not part) of the Affected Lender’s then outstanding US Loans, and assume its Pro Rata Share of the US Commitments and its obligations hereunder; provided that such request may not be made, and the Administrative Agent and the US Lenders shall have no obligations under this Section 4.6(b) , if and to the extent that the basis for any such reimbursement or compensation with respect to such Affected Lender is, in the judgment of the Administrative Agent, applicable to the US Required Lenders or has resulted or could reasonably be expected to result in any claim for reimbursement or compensation under this Article 4 by the US Required Lenders. If one or more such Eligible Assignees so agree in writing (each, an “Assuming Lender,” and collectively, the “Assuming Lenders”), the Affected Lender shall assign its Pro Rata Share of the Aggregate Commitments (including, for the avoidance of doubt, the UK Commitments), together with the outstanding Revolving Loans (including, for the avoidance of doubt, the UK Revolving Loans) to the Assuming Lender or Assuming Lenders in accordance with Section 11.2 ; provided that , unless the Assuming Lender has also agreed to accept the assignment of all UK Commitments and UK Revolving Loans pursuant to the terms of the UK Credit Agreement, the US Lender shall not be required or permitted to assign its US Commitments or US Revolving Loans pursuant to this Section and any purported assignment pursuant to this Section shall be null and void. On the date of any such assignment, the Affected Lender which is being so replaced shall cease to be a “Lender” for all purposes of this Agreement and shall receive (x) from the Assuming Lender or Assuming Lenders the principal amount of its outstanding Loans and (y) from US Borrowers all interest and fees accrued and then unpaid with respect to such US Revolving Loans, together with any other amounts then payable to such US Lender by US Borrowers.

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          4.7 Survival . The agreements and obligations of the US Obligors in this Article 4 shall survive the payment of all other Obligations.

ARTICLE 5.
BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES

          5.1 Books and Records . Each Credit Party shall maintain in accordance with GAAP applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a) , and shall cause each of their Subsidiaries to maintain, at all times, correct and complete books, records and accounts in which complete, correct and timely entries are made of their transactions. The Credit Parties shall, and shall cause each of their Subsidiaries to, by means of appropriate entries, reflect in such accounts and in all Financial Statements proper liabilities and reserves for all taxes and proper provision for depreciation and amortization of property and bad debts, all in accordance with GAAP. The Credit Parties shall, and shall cause each of their Subsidiaries to, maintain at all times books and records pertaining to the Collateral in such detail, form and scope as the Administrative Agent, UK Agent or any Lender shall reasonably require, including, but not limited to, records of: (a) all payments received and all credits and extensions granted with respect to the Accounts; (b) the return, repossession, loss, damage, or destruction of any Rental Fleet Assets, Sales Inventory or Machinery and Equipment included in the Applicable Borrowing Base; and (c) all other material dealings affecting the Collateral.

          5.2 Financial Information . The Parent Guarantor and the Borrowers shall promptly furnish to each Lender all such financial information regarding any Credit Party or any of their Subsidiaries as the Administrative Agent or the UK Agent shall reasonably request. Without limiting the foregoing, the Borrowers will furnish to the Administrative Agent and the UK Agent, in sufficient copies for distribution by the Administrative Agent and the UK Agent, as applicable, to each Lender, in such detail as the Administrative Agent, the UK Agent or the Lenders shall reasonably request, the following:

                    (a) As soon as available, but in any event not later than ninety (90) days after the end of each Fiscal Year (except as set forth in clause (v) below), (i) consolidated audited balance sheets, income statements, cash flow statements and changes in stockholders’ equity for the Parent Guarantor and its consolidated Subsidiaries for such Fiscal Year, and the accompanying notes thereto, (ii) consolidating unaudited balance sheets, income statements and cash flow statements for the Parent Guarantor and its consolidated Subsidiaries, (iii) unaudited balance sheets and income statements for the Parent Guarantor and its consolidated US Subsidiaries, (iv) unaudited balance sheets and income statements for Ravenstock and its consolidated Subsidiaries and (v) balance sheets and income statements for Ravenstock and its consolidated Subsidiaries audited in accordance with UK GAAP and to be delivered as soon as available, but in any event not later than one hundred and eighty (180) days after the end of each Fiscal Year, setting forth in the case of each of the preceding clauses (i), (iii), (iv) and (v), in comparative form, figures for the previous Fiscal Year, all in reasonable detail, fairly presenting the financial position and the results of operations of the applicable Persons as at the date thereof and for the Fiscal Year then ended, prepared in accordance with GAAP (other than the absence of footnotes to the Financial Statements delivered pursuant to clauses (ii), (iii) and (iv) and other than clause (v) which has been prepared in accordance with UK GAAP) and denominated in

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Dollars (other than with respect to clauses (iv) and (v), which Financial Statements shall be denominated in Pounds Sterling). The consolidated audited financial statements shall be examined in accordance with generally accepted auditing standards by and, in the case of such statements performed on a consolidated basis, accompanied by a report thereon unqualified in any respect of independent certified public accountants of national standing selected by the US Borrower Representative. The US Borrower Representative, simultaneously with retaining such independent public accountants to conduct such annual audit, shall send a letter to such accountants, with a copy to the Administrative Agent, the UK Agent and the Lenders, notifying such accountants that one of the primary purposes for retaining such accountants’ services and having audited financial statements prepared by them is for use by the Administrative Agent, the UK Agent and the Lenders. At reasonable times and upon reasonable advance notice and the provision of an opportunity for the UK Borrower Representative to participate or accompany the UK Agent and/or the Administrative Agent, each UK Borrower hereby authorizes the Administrative Agent and the UK Agent to communicate directly with the US Borrowers’ certified public accountants and, by this provision, authorizes those accountants to disclose to the Administrative Agent and the UK Agent any and all financial statements and other supporting financial documents and schedules relating to the Credit Parties and their Subsidiaries and to discuss directly with the Administrative Agent and the UK Agent the finances and affairs of the Credit Parties and their Subsidiaries.

                    (b) As soon as available, but in any event not later than forty (40) days after the end of each Fiscal Quarter, (i) consolidated unaudited balance sheets of the Parent Guarantor and its consolidated Subsidiaries as at the end of such Fiscal Quarter, and consolidated unaudited income statements and cash flow statements for the Parent Guarantor and its consolidated Subsidiaries for such Fiscal Quarter and for the period from the beginning of the Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail, fairly presenting the financial position and results of operations of the Parent Guarantor and its consolidated Subsidiaries as at the date thereof and for such periods, and, in each case, in comparable form, figures for the corresponding period in the prior Fiscal Year, (ii) consolidating unaudited balance sheets and income statements for the Parent Guarantor and its consolidated Subsidiaries, (iii) unaudited balance sheets and income statements for the Parent Guarantor and its consolidated US Subsidiaries and (iv) unaudited balance sheets and income statements for Ravenstock and its consolidated Subsidiaries, in each case prepared in accordance with GAAP (other than the absence of footnotes and subject to normal year-end audit adjustments) applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a) and denominated in Dollars (other than with respect to clause (iv), which Financial Statements shall be denominated in Pounds Sterling). The Parent Guarantor shall certify by a certificate signed by its chief financial officer that all such statements have been prepared in accordance with GAAP (other than the absence of footnotes and subject to normal year-end audit adjustments) and fairly present the financial position of the applicable Credit Parties and their Subsidiaries as at the dates thereof and their results of operations for the periods then ended, subject to normal year-end adjustments.

                    (c) As soon as available, but in any event not later than thirty (30) days after the end of each month, (i) unaudited balance sheets and income statements for the Parent Guarantor and its consolidated US Subsidiaries and (ii) unaudited balance sheets and income statements for Ravenstock and its consolidated Subsidiaries, in each case prepared in accordance

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with GAAP (other than the absence of footnotes and subject to normal year-end audit adjustments) applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a) and denominated in Dollars (other than with respect to clause (ii), which such Financial Statements shall be denominated in Pounds Sterling). The Parent Guarantor shall certify by a certificate signed by its chief financial officer that all such statements have been prepared in accordance with GAAP (other than the absence of footnotes and subject to normal year-end audit adjustments) and present fairly the financial position of the applicable Credit Parties and their Subsidiaries as at the dates thereof and their results of operations for the periods then ended, subject to normal year-end adjustments.

                    (d) With each of the annual audited Financial Statements delivered pursuant to Section 5.2(a) , and the unaudited Financial Statements delivered pursuant to Section 5.2(b) , a certificate of the chief financial officer of the US Borrower Representative (the “Compliance Certificate”) setting forth in reasonable detail the calculations required to establish that the Credit Parties were in compliance with the covenants set forth in Sections 7.23 through 7.26 during the period covered in such Financial Statements and as at the end thereof and a calculation of Pro Forma EBITDA for the Permitted Acquisitions completed during such period, and stating that, except as explained in reasonable detail in such certificate, (A) all of the representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are correct and complete in all material respects as at the date of such certificate as if made at such time, except for those that speak as of a particular date, (B) the Credit Parties are, at the date of such certificate, in compliance in all material respects with all of their respective covenants and agreements in this Agreement and the other Loan Documents, and (C) no Default or Event of Default then exists or existed during the period covered by the Financial Statements for such period. If such certificate discloses that a representation or warranty is not correct or complete, or that a covenant has not been complied with, or that a Default or Event of Default existed or exists, such certificate shall set forth what action the Applicable Borrower has taken or proposes to take with respect thereto.

                    (e) No sooner than sixty (60) days before and not later than the beginning of each Fiscal Year, (i) annual forecasts (to include forecasted consolidated balance sheets, income statements and cash flow statements) for the Parent Guarantor and its consolidated Subsidiaries, (ii) annual forecasted income statements for the Parent Guarantor and its consolidated US Subsidiaries and (iii) annual forecasted income statements for Ravenstock and its consolidated Subsidiaries as at the end of and for each Fiscal Quarter of such Fiscal Year approved by the board of directors of such entity and in detail reasonably acceptable to the Administrative Agent and the UK Agent.

                    (f) Promptly after filing with the PBGC, the IRS or other Governmental Authority, a copy of each annual report or other filing filed with respect to any Plan of any Credit Party or any of its Subsidiaries.

                    (g) Promptly upon the filing thereof, copies of all reports, if any, to or other documents filed by any Credit Party or any of its Subsidiaries with the Securities and Exchange Commission under the Exchange Act, and all reports, notices, or statements sent or received by any Credit Party or any of its Subsidiaries to or from the holders of any publicly traded equity interests of the US Borrowers or any such Subsidiary (other than routine non-material

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correspondence sent by shareholders) or of any Debt of the Borrowers or any of their Subsidiaries, including, without limitation, Debt registered under the Securities Act, or to or from the trustee under any indenture under which the same is issued.

                    (h) As soon as available, but in any event not later than 15 days after any Credit Party’s receipt thereof, a copy of all management reports and management letters prepared for such Credit Party by any independent certified public accountants of any Credit Party or any of its Subsidiaries.

                    (i) Promptly after their preparation, copies of any and all proxy statements, financial statements, and reports which any Credit Party or any of its Subsidiaries makes available to its shareholders generally.

                    (j) If requested by the Administrative Agent or the UK Agent, promptly after filing with the IRS or any other Governmental Authority, a copy of each tax return filed by any Credit Party or by any of its Subsidiaries.

                    (k) As soon as available, but in any event within twenty (20) days after the end of each month (for such month), a Borrowing Base Certificate in the form of Exhibit B to this Agreement and all supporting information required in accordance with Section 9 of the Security Agreement and Section 4.4(c) of the UK Debenture.

                    (l) With each of the monthly Financial Statements delivered pursuant to Section 5.2(c) , a certificate of the chief financial officer of the US Borrower Representative (the “M&E Disposition Certificate”) setting forth for the most recently completed month in reasonable detail: (i) the nature, equipment identification number and net book value of Eligible Machinery and Equipment that was sold, exchanged or otherwise disposed pursuant to Section 7.9(c) hereof, both individually and in the aggregate, (ii) the amount of proceeds, if any, received in respect of any such sale, exchange or other disposition of Eligible Machinery and Equipment, both individually and in the aggregate and (iii) the purchase price paid, if any, in respect of any Eligible Machinery and Equipment that was purchased, acquired or otherwise received in exchange for any Eligible Machinery and Equipment that was sold, exchanged or otherwise disposed pursuant to Section 7.9(c) hereof, both individually and in the aggregate.

                    (m) With each of the monthly Financial Statements delivered pursuant to Section 5.2(c) , a certificate of the chief financial officer of the US Borrower Representative (the “Vehicle Sales Certificate”), in a form reasonably satisfactory to the Administrative Agent, setting forth, in reasonable detail, such information regarding the sale and lease of motor vehicles subject to any motor vehicle registration statutes as the Administrative Agent reasonably requests.

                    (n) Such additional information as the Administrative Agent or the UK Agent may from time to time reasonably request regarding the financial and business affairs of any Credit Party or any of its Subsidiaries.

          5.3 Notices to the Lenders . Each Borrower shall notify the Administrative Agent, the UK Agent and the Lenders in writing of the following matters at the following times:

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                    (a) Immediately after becoming aware of any Default or Event of Default;

                    (b) Immediately after becoming aware of the assertion by the holder of any Capital Stock of any Credit Party or of any of its Subsidiaries or the holder of any Debt of any Credit Party or any of its Subsidiaries in a face amount in excess of the Dollar Equivalent of $2,000,000 that a default exists with respect thereto or that such Credit Party or such Subsidiary is not in compliance with the terms thereof, or the threat or commencement by such holder of any enforcement action because of such asserted default or non-compliance;

                    (c) Immediately after becoming aware of any event or circumstance which could reasonably be expected to have a Material Adverse Effect;

                    (d) Promptly after a Responsible Officer of any Credit Party becomes aware of any pending or threatened action, suit, or proceeding by any Person, or any pending or threatened investigation by a Governmental Authority, which could reasonably be expected to have a Material Adverse Effect;

                    (e) Promptly after a Responsible Officer of any Credit Party becomes aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting any Credit Party or any of its Subsidiaries in a manner which could reasonably be expected to have a Material Adverse Effect;

                     (f) Promptly after a Responsible Officer of any Credit Party becomes aware of any violation of any law, statute, regulation, or ordinance of a Governmental Authority affecting any Credit Party or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect;

                    (g) Promptly after any Responsible Officer of any Credit Party becomes aware of receipt of any notice of any violation by any Credit Party or any of its Subsidiaries of any Environmental Law which could reasonably be expected to have a Material Adverse Effect or that any Governmental Authority has asserted in writing that any Credit Party or any of its Subsidiaries is not in compliance with any Environmental Law or is investigating the Credit Party’s or such Subsidiary’s compliance therewith;

                     (h) Promptly after any Responsible Officer of any Credit Party becomes aware of receipt of any written notice that any Credit Party or any of its Subsidiaries is or may be liable to any Person as a result of the Release or threatened Release or that such Credit Party or any of its Subsidiaries is subject to investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to the Release or threatened Release which, in either case, is reasonably likely to give rise to liability in excess of the Dollar Equivalent of $2,000,000;

                    (i) Promptly after any Responsible Officer of any Credit Party becomes aware of receipt of any written notice of the imposition of any Environmental Lien against any property of any Credit Party or any of its Subsidiaries;

                    (j) Any change in a Credit Party’s name as it appears in the jurisdiction of its organization, organizational identification number, chief executive office, locations of branches

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of any Credit Party or other Real Estate locations owned or leased by any Credit Party, its Subsidiaries or their Agencies at which any Collateral is located, or form of organization, trade names under which any Credit Party will sell Inventory or create Accounts, or to which instruments in payment of Accounts may be made payable, in each case at least thirty (30) days prior thereto;

                    (k) Within ten (10) US Business Days after a Responsible Officer of any Credit Party or any ERISA Affiliate knows that an ERISA Event or a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred, and, when known, any action taken or threatened by the IRS, the DOL, the PBGC or other applicable Governmental Authority with respect thereto;

                    (l) Upon request, or, in the event that such filing reflects a significant change with respect to the matters covered thereby, within three (3) US Business Days after the filing thereof with the PBGC, the DOL, the IRS or other Governmental Authority, as applicable, copies of the following: (i) each annual report (Form 5500 series), including Schedule B thereto, filed with the PBGC, the DOL or the IRS with respect to each Plan, (ii) a copy of each funding waiver request filed with the PBGC, the DOL or the IRS with respect to any Plan and all communications received by any Credit Party or any ERISA Affiliate from the PBGC, the DOL, the IRS or other Governmental Authority, with respect to such request, and (iii) a copy of each other filing or notice filed with the PBGC, the DOL, the IRS, or other Governmental Authority, with respect to each Plan by either any Credit Party or any ERISA Affiliate;

                    (m) Upon request, copies of each actuarial report for any Plan, Foreign Pension Plan or Multiemployer Plan and annual report for any Multiemployer Plan; and within three (3) US Business Days after receipt thereof by any Credit Party or any ERISA Affiliate, copies of the following: (i) any notices of the PBGC’s or other Governmental Authority’s intention to terminate a Plan or to have a trustee appointed to administer such Plan; (ii) any favorable or unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code; or (iii) any notice from a Multiemployer Plan regarding the imposition of withdrawal liability;

                    (n) Within three (3) US Business Days after the occurrence thereof: (i) any changes in the benefits of any existing Pension Plan which increase the Credit Parties’ annual costs with respect thereto by an amount in excess of the Dollar Equivalent of $250,000, or the establishment of any new Pension Plan or Foreign Pension Plan or the commencement of contributions to any Pension Plan or Foreign Pension Plan to which any Credit Party or any of its ERISA Affiliates were not previously contributing; or (ii) any failure by any Credit Party or any of its ERISA Affiliates to make a required installment or any other required payment under Section 412 of the Code on or before the due date for such installment or payment;

                    (o) Within three (3) US Business Days after a Responsible Officer of any Credit Party or any of its ERISA Affiliates knows that any of the following events has or will occur: (i) a Multiemployer Plan has been or will be terminated; (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan; (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a

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Multiemployer Plan; or (iv) a Reportable Event or Termination Event in respect of any Plan has or will occur;

                    (p) Promptly after any Borrower has notified any Agent of any intention by any Credit Party to treat the Loans and/or Letters of Credit and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form;

                    (q) Each UK Borrower shall, immediately upon becoming aware of the same, provide the UK Agent with details in writing of any creditor of any UK Borrower whose terms of business include retention of title provisions; and

                    (r) Immediately upon the taking, or immediately following any determination of an intention to take, any corporate action, legal proceedings, application, petition or other procedure or step in relation to any of the matters set out in Section 9.1(s) , notify the UK Agent of the same.

                    Each notice given under this Section shall describe the subject matter thereof in reasonable detail, and, if applicable, shall set forth the action that the Applicable Borrower, its Subsidiary, or any ERISA Affiliate, as applicable, has taken or proposes to take with respect thereto.

ARTICLE 6.
GENERAL WARRANTIES AND REPRESENTATIONS

                    The Parent Guarantor and each US Borrower warrant and represent as to itself and each of their respective Subsidiaries to the US Agents and the US Lenders that, except as hereafter disclosed to and accepted by the US Agents and the Required Lenders in writing:

          6.1 Authorization, Validity, and Enforceability of this Agreement and the Loan Documents . Each Credit Party has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents and Transaction Documents to which it is a party, to incur its Obligations, and to grant to the Applicable Agents’ Liens upon and security interests in the Collateral. Each Credit Party has due power and capacity and has taken all necessary action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents and Transaction Documents to which it is a party. This Agreement and the other Loan Documents and Transaction Documents to which it is a party have been duly executed and delivered by each Credit Party, and constitute the legal, valid and binding obligations of each Credit Party, enforceable against it in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting the rights and remedies of creditors generally and by general equitable principles. Each Credit Party’s execution, delivery, and performance of this Agreement and the other Loan Documents and Transaction Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of any Credit Party or any of their respective Subsidiaries, by reason of the terms of (a) any contract, mortgage, standard security, pledge, assignation in security, hypothec, lease, agreement,

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indenture, or instrument to which any Credit Party or any of their respective Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to any Credit Party or any of their respective Subsidiaries, or (c) the certificate or articles of incorporation, by-laws, the limited liability company agreement, limited partnership agreement, memorandum and articles of association or related shareholders’ agreement of any Credit Party or any of their respective Subsidiaries except, in the case of clause (a) only, and without any qualification of the representation above as to the imposition of any Lien on any Collateral other than in favor of the Applicable Security Agent, as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

          6.2 Validity and Priority of Security Interest . The provisions of this Agreement, the Mortgages, if any, and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Applicable Security Agent, for the ratable benefit of the Applicable Security Agents and the Applicable Lenders, and such Liens constitute perfected and continuing Liens on all the Collateral, having priority over all other Liens on the Collateral, except for those Liens identified on Schedule 6.2 or in clauses (c) , (d) , and (e) of the definition of Permitted Liens securing all the Obligations of the applicable Credit Party, and enforceable against the applicable Credit Party and all third parties, except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting the rights and remedies of creditors generally and by general equitable principles.

          6.3 Organization and Qualification . Each Credit Party (a) is duly organized or incorporated and validly existing in good standing under the laws of the jurisdiction of its organization or incorporation, (b) is qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified or in good standing could reasonably be expected to have a material adverse effect on such Credit Party’s business operations, prospects, property or condition (financial or otherwise), and (c) has all requisite power and authority to conduct its business and to own its property.

          6.4 Corporate Name; Prior Transactions . Except as otherwise disclosed on Schedule 6.4 , no Credit Party has, during the five (5) years prior to the Closing Date, been known by or used any other corporate or fictitious name, or been a party to any hive-up, merger, amalgamation or consolidation, or acquired all or substantially all of the assets of any Person, or acquired any of its property outside of the ordinary course of business.

          6.5 Subsidiaries and Affiliates . Schedule 6.5 is a correct and complete list of the name and relationship to the Parent Guarantor of each and all Parent Guarantor’s Subsidiaries and other Affiliates. Each Subsidiary of the Credit Parties is (a) duly incorporated or organized and validly existing in good standing under the laws of its jurisdiction of incorporation or organization set forth on Schedule 6.5 , and (b) qualified to do business and in good standing in each jurisdiction in which the failure to so qualify or be in good standing could reasonably be expected to have a material adverse effect on any such Subsidiary’s business, operations, prospects, property, or condition (financial or otherwise) and (c) has all requisite power and authority to conduct its business and own its property.

          6.6 Financial Statements and Projections .

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                    (a) The Borrowers have delivered to the Administrative Agent and the UK Agent the financial statements and information set forth in Section 5.2(a) in each case as of December 31, 2004, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent Guarantor’s independent certified public accountants, Ernst & Young, LLP. Such financial statements are attached hereto as Exhibit C. Each Borrower has also delivered to the Administrative Agent and the UK Agent, the financial statements and information set forth in Section 5.2(b) as of September 30, 2005. Such financial statements are also attached hereto as Exhibit C . All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Guarantor’s and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended (subject, in the case of the financial statements as of September 30, 2005, to normal year-end adjustments).

                    (b) The Latest Projections when submitted to the Lenders as required herein represent each Borrower’s best estimate of the future financial performance of Parent Guarantor and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which each Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders.

          6.7 Capitalization . Schedule 6.7 sets forth the authorized and issued and outstanding Capital Stock of the Parent Guarantor and each of its Subsidiaries and, as of the Closing Date, the name of the record owner of the Capital Stock of each direct and indirect subsidiary of the Parent Guarantor. Such Capital Stock is fully paid and non-assessable and has the par value set forth on Schedule 6.7 .

          6.8 Solvency . Each Borrower is Solvent prior to and after giving effect to the Borrowings to be made or continued on the Closing Date and the issuance of the Letters of Credit and Guaranties to be issued or continued on the Closing Date and the consummation of the other transactions on such date, and shall remain Solvent during the term of this Agreement.

          6.9 Debt . After giving effect to the making of the Loans to be made or continued on the Closing Date and the application of the proceeds thereof, as of such date the Parent Guarantor and its Subsidiaries have no Debt in excess of the Dollar Equivalent of $100,000, except (a) the Obligations, and (b) Debt described on Schedule 6.9 .

          6.10 Distributions . Since September 30, 2003, no Distribution has been declared, paid, or made upon or in respect of any Capital Stock or other securities of any Credit Party or any of their respective Subsidiaries, except as described on Schedule 6.10 or as permitted by Section 7.10 of this Agreement or the Existing US Credit Agreement.

          6.11 Personal Property; Real Estate; Leases.

                    (a) Schedule 6.11 sets forth, as of the Closing Date, a correct and complete list of all Real Estate (including all UK Properties) owned by each Credit Party and all Real Estate owned by each of their respective Subsidiaries, all leases and subleases of real or personal property held by each Credit Party and each of their respective Subsidiaries as lessee or

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sublessee (other than leases of personal property involving annual payments of less than $50,000), and all leases and subleases of real or personal property held by such Credit Party or any of its Subsidiaries, as lessor, or sublessor (other than leases of Rental Fleet Assets) and such information is true, complete and accurate and not misleading in any material respect. As of the Closing Date, each of such leases and subleases in respect of all UK Credit Parties and Subsidiaries is valid and enforceable in accordance with its terms and is in full force and effect, in each case, against all parties thereto, and in respect of all US Credit Parties is valid and enforceable in accordance with its terms and is in full force and effect, in each case, against the applicable Credit Party or any applicable Subsidiary thereof and, to the best knowledge of the Borrowers is valid and enforceable in accordance with its terms and is in full force and effect, against the other parties thereto, except as set forth in Schedule 6.11 . To the best of each Borrower’s knowledge no default by any party to any such lease or sublease exists. Each Credit Party has good and marketable title in fee simple to, or valid freeholds in the Real Estate identified in Schedule 6.11 as owned by such Credit Party, or valid leasehold interests in all Real Estate designated therein as “leased” by such Credit Party, and such Credit Party has good, indefeasible, and merchantable title to all of its other property (other than the UK Properties (as to which, see Sections 6.11(b) through (i) below)) reflected on the most recent Financial Statements delivered to the Administrative Agent, the UK Agent and the Lenders, except as disposed of in the ordinary course of business or as permitted by this Agreement or the Existing US Credit Agreement since the date thereof, free of all Liens except Permitted Liens.

                    (b) Except as disclosed on Schedule 6.11 , the UK Properties comprise all the land and buildings owned, controlled, occupied or used by any UK Credit Party or any of its Subsidiaries or in relation to which any UK Credit Party or Subsidiary has any right, interest or actual liability.

                    (c) Save as disclosed in the UK Properties Report on Title and the UK Supplemental Agreement to the UK Properties Report on Title, the relevant Credit Party or Subsidiary has good and marketable title to each of the UK Properties free from any Lien and all original deeds and documents necessary to prove such title are in the possession or under the control of the Credit Party or Subsidiary (as the case may be) or are the subject of binding acknowledgements for production.

                    (d) No UK Property is affected by a subsisting contract for sale or other disposition of any interest in it.

                    (e) Save as disclosed in the UK Properties Report on Title and the UK Supplemental Agreement to the UK Properties Report on Title, each Credit Party or Subsidiary is the sole legal and beneficial owner of the relevant UK Property and the proceeds of sale thereof.

                    (f) The Replies to Enquiries are complete, true and accurate in all material respects and not misleading as at the date given and were given on the basis set out in the notes to such Replies to Enquiries. Nothing has occurred or come to light since the date of the Replies to Enquiries which, if disclosed, would make the Replies to Enquiries untrue, misleading or inaccurate in any material respect.

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                    (g) Save as disclosed in the UK Properties Report on Title and the UK Supplemental Agreement to the UK Properties Report on Title, the deeds, documents and information supplied to Messrs. BP. Collins in relation to UK Properties in England and Wales and Ledingham Chalmers in relation to UK Properties in Scotland and McGrigors in respect of UK Properties in Northern Ireland for the purpose of preparation of the UK Properties Report on Title comprised all deeds, documents and information necessary for the proper compilation of the UK Supplemental Agreement to the UK Properties Report on Title and were when supplied, and remain now, complete and accurate in all material respects and not misleading.

                    (h) The information contained in the UK Properties Report on Title, as supplemented by the UK Supplemental Agreement to the UK Properties Report on Title is true and accurate in all material respects and not misleading as at the date of the UK Supplemental Agreement to the UK Properties Report on Title. The UK Properties Report on Title as supplemented by the UK Supplemental Agreement to the UK Properties Report on Title does not fail to disclose or take into account any matter whose omission makes it misleading in any material respect. Nothing has occurred or come to light since the date of the UK Supplemental Agreement to the UK Properties Report on Title which, if disclosed, would make it untrue, misleading or inaccurate in any material respect.

                    (i) To the best of the knowledge of the Borrowers, no UK Credit Party or Subsidiary has any actual or contingent obligation or liabilities in relation to any freehold or leasehold property other than under its existing title to the UK Properties.

          6.12 Proprietary Rights . Schedule 6.12 sets forth a correct and complete list of all of each Credit Party’s Proprietary Rights material to its business. None of the Proprietary Rights set forth on Schedule 6.12 is subject to any licensing agreement or similar arrangement except as set forth on Schedule 6.12 . To the best of such Borrower’s knowledge, none of the Proprietary Rights infringes on or conflicts with any other Person’s property, and no other Person’s property infringes on or conflicts with the Proprietary Rights. The Proprietary Rights described on Schedule 6.12 constitute all of the property of such type necessary to the current and presently anticipated future conduct of each Credit Party’s business.

          6.13 Trade Names . All trade names or styles under which any Credit Party or any of its Subsidiaries will sell Inventory or create Accounts in the conduct of the Credit Party’s business, or to which instruments in payment of Accounts may be made payable are listed on Schedule 6.13 .

          6.14 Litigation . Except as set forth on Schedule 6.14 , there is no pending, or to the best of each Borrower’s knowledge threatened, action, suit, proceeding, or counterclaim by any Person, or to the best of each Borrower’s knowledge, investigation by any Governmental Authority, or any basis for any of the foregoing, which could reasonably be expected to have a Material Adverse Effect.

          6.15 Labor Disputes . Except as set forth on Schedule 6.15 , as of the Closing Date (a) there is no collective bargaining agreement or other labor contract covering employees of any Credit Party or any of its Subsidiaries, (b) no such collective bargaining agreement or other labor contract is scheduled to expire during the term of this Agreement, (c) no union or other labor

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organization is seeking to organize, or to be recognized as, a collective bargaining unit of employees of any Credit Party or any of its Subsidiaries or for any similar purpose, and (d) there is no pending or (to the best of each Borrower’s knowledge) threatened, strike, material work stoppage, material unfair labor practice claim, or other material labor dispute against or affecting any Credit Party or any of its Subsidiaries or their employees.

          6.16 Environmental Laws. Except as set forth on Schedule 6.16:

                    (a) Each Credit Party and its Subsidiaries have complied in all material respects with all Environmental Laws and no Credit Party and none of its Subsidiaries, none of their respective presently owned real property or presently conducted operations, and, to the best of the Borrowers’ knowledge, none of its previously owned real property or prior operations, is subject to any enforcement order from or liability agreement with any Governmental Authority or private Person respecting (i) compliance with any Environmental Law or (ii) any potential liabilities and costs or remedial action arising from the Release or threatened Release.

                    (b) Each Credit Party and its respective Subsidiaries have obtained all permits necessary for their current operations under Environmental Laws, and all such permits are in good standing and each Credit Party and its respective Subsidiaries are in compliance with all material terms and conditions of such permits.

                    (c) No Credit Party and none of their respective Subsidiaries, and, to the best of either Borrower’s knowledge, none of their respective predecessors in interest, has in material violation of applicable law stored, treated or disposed of any hazardous waste.

                    (d) No Credit Party and none of their respective Subsidiaries has received any summons, complaint, order or similar written notice indicating that it is not currently in compliance with, or that any Governmental Authority is investigating its compliance with, any Environmental Laws or that it is or may be liable to any other Person as a result of a Release or threatened Release.

                    (e) To the best of each Borrower’s knowledge, none of the present or past operations of any Credit Party or their respective Subsidiaries is the subject of any investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to a Release or threatened Release.

                     (f) To the best of each Borrowers’ knowledge, there is not now, nor has there ever been on or in the Real Estate:

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                    (g) No Credit Party and none of their respective Subsidiaries has filed any notice under any requirement of Environmental Law reporting a spill or accidental and unpermitted Release or discharge of a Contaminant into the environment.

                    (h) To the best of Borrowers’ knowledge, no Credit Party and none of their respective Subsidiaries has entered into any negotiations or settlement agreements with any Person (including the prior owner of its property) imposing material obligations or liabilities on either Borrower or any of their respective Subsidiaries with respect to any remedial action in response to the Release of a Contaminant or environmentally related claim.

                    (i) None of the products manufactured, distributed or sold by either of the Borrowers or any of their respective Subsidiaries contain asbestos containing material.

                    (j) No Environmental Lien has attached to the Real Estate.

          6.17 No Violation of Law . No Credit Party and none of their respective Subsidiaries is in violation of any law, statute, regulation, ordinance, judgment, order, or decree applicable to it which violation could reasonably be expected to have a Material Adverse Effect.

          6.18 No Default . No Credit Party and none of their res