CREDIT AGREEMENT

                    This CREDIT AGREEMENT, dated as of August 1, 2006, (this ?Agreement? or the ?US Credit Agreement?) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a ?US Lender? and collectively as the ?US Lenders?), THE CIT GROUP/BUSINESS CREDIT, INC. with an office at 505 Fifth Avenue, New York, New York 10017, as administrative agent for the US Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the ?Administrative Agent?), MOBILE STORAGE GROUP, INC., a Delaware corporation, (?MSG?) and MOBILE SERVICES GROUP, INC., a Delaware corporation (?Mobile Services? and together with MSG, the ?US Borrowers?), MSG WC INTERMEDIARY CO., a Delaware Corporation (?Intermediary?) and MSG WC HOLDINGS CORP., a Delaware corporation (the ?Parent Guarantor?). Capitalized terms used in this Agreement and not otherwise defined 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.

W I T N E S S E T H:

                    The Parties hereto hereby agree as follows:

ARTICLE 1.
LOANS AND LETTERS OF CREDIT

          1.1 Total US Facility. Subject to all of the terms and conditions of this Agreement, the US Lenders agree to make available a total credit facility of up to $300,000,000 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 pursuant to the terms and conditions hereof. The Total US Facility shall be composed of a revolving line of credit consisting of US Revolving Loans and Letters of Credit described herein.

          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 (i) revolving loans in US Dollars (the ?US Revolving Loans?) to the US Borrowers 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 subfacility described in Section 1.4 to issue Letters of Credit or provide Credit Support for the account of the US Borrowers, the ?US Revolving Facility?) and (ii) to the extent a US Lender agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement and Section 1.7, Incremental Loans to the US Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, as the case may be. 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 in all relevant definitions were equal to zero) after giving effect to any US Borrowing or if US Aggregate Outstandings would exceed US