Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-144038

Prospectus

Offer to Exchange
6 7/8% Senior Notes due 2015
(Registered under the Securities Act of 1933)
for all outstanding
6 7/8% Senior Notes due 2015 issued pursuant to an
Offering Memorandum dated April 23, 2007
($150 million aggregate principal amount outstanding)
of

(All Notes Guaranteed by Subsidiary Guarantors)

The exchange offer will expire at 5:00 p.m., New York City time, on August 20, 2007, unless extended.

	•		The exchange notes are being registered with the Securities and Exchange Commission and are being offered in exchange for the original notes that were previously issued in an offering exempt from the registration requirements under the federal securities laws. The terms of the exchange offer are summarized below and more fully described in this prospectus.
	•		We will exchange all original notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.
	•		You may withdraw tenders of original notes at any time prior to the expiration of the exchange offer.
	•		The terms of the exchange notes will be substantially identical to the terms of the original notes, except that the exchange notes are registered under the Securities Act and the transfer restrictions and registration rights applicable to the original notes will not apply to the exchange notes.
	•		Our restricted material domestic subsidiaries guaranteed the original notes and will guarantee the exchange notes.
	•		We will not receive any proceeds from the exchange offer.

     See “Risk Factors” beginning on page 19 for a discussion of the risks that should be considered by holders prior to tendering original notes.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 20, 2007

     You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any person to provide you with any information or represent anything about us or this offering that is different. If given or made, any such other information or representation should not be relied upon as having been authorized by us. We are not making an offer to exchange the exchange notes for the original notes in any jurisdiction where such an offer is not permitted.

TABLE OF CONTENTS

		Page
Notice to New Hampshire Residents			3
Market and Industry Data			3
Forward-Looking Statements			4
Incorporation of Documents by Reference			4
Where You Can Obtain Additional Information			5
Prospectus Summary			6
Risk Factors			18
Use of Proceeds			25
Capitalization			26
Selected Consolidated Financial and Other Data			27
The Exchange Offer			30
Description of Amended and Restated Senior Secured Revolving Credit Facility			37
Description of Notes			39
Book Entry; Delivery and Form			70
United States Federal Income Tax Considerations			72
Plan of Distribution			76
Notice to Canadian Residents			76
Legal Matters			78
Experts			78

NOTICE TO NEW HAMPSHIRE RESIDENTS

     NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS AMENDED, WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

MARKET AND INDUSTRY DATA

     Some of the market and industry data contained in or incorporated by reference into this prospectus are based on independent industry publications or other publicly available information. Although we believe that these independent sources are reliable, we have not independently verified and cannot assure you as to the accuracy or completeness of this information. As a result, you should be aware that the market and industry data contained in or incorporated by reference into this prospectus, and our beliefs and estimates based on such data, may not be reliable.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     Some of the information included in this prospectus, including information incorporated by reference, (as well as information included in oral statements or other written statements made or to be made by us or our representatives) contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements can be identified by the fact that they do not relate strictly to historical or current facts and may include the words “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan” or other words or expressions of similar meaning. We have based these forward-looking statements on our current expectations about future events. The forward-looking statements include statements that reflect management’s beliefs, plans, objectives, goals, expectations, anticipations and intentions with respect to our financial condition, results of operations, future performance and business, including statements relating to our business strategy and our current and future development plans. Important factors that could cause actual results to differ materially from our expectations, or “cautionary statements,” are disclosed under “Risk Factors” and elsewhere in this prospectus or in the documents we incorporate by reference containing a similar heading, including, without limitation, in conjunction with the forward-looking statements included in or incorporated by reference into this prospectus. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements.

     From time to time, oral or written forward-looking statements are also included in our reports on Forms 10-K, 10-Q and 8-K, Schedule 14A, press releases and other materials released to the public. Although we believe that at the time made, the expectations reflected in all of these forward-looking statements are and will be reasonable, any or all of the forward-looking statements in this prospectus, our reports on Forms 10-K, 10-Q and 8-K, Schedule 14A and any other public statements that are made by us may prove to be incorrect. This may occur as a result of inaccurate assumptions or as a consequence of known or unknown risks and uncertainties. Many factors discussed in this prospectus, certain of which are beyond our control, will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from forward-looking statements. In light of these and other uncertainties, you should not regard the inclusion of a forward-looking statement in this prospectus or other public communications that we might make as a representation by us that our plans and objectives will be achieved, and you should not place undue reliance on such forward-looking statements.

     We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made on related subjects in our subsequent reports filed with the Commission on Forms 10-K, 10-Q and 8-K and Schedule 14A.

INCORPORATION OF DOCUMENTS BY REFERENCE

     We are incorporating by reference into this prospectus the documents we file with the SEC. This means that we are disclosing important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede the information contained in this prospectus. We are incorporating by reference the following documents.

	•		Our Annual Report on Form 10-K for the year ended December 31, 2006, filed with the SEC on March 1, 2007;
	•		Our Proxy Statement on Form 14A filed with the SEC on April 30, 2007;
	•		Our Period Report on Form 10-Q for the quarter ended March 31, 2007 filed with the SEC on May 10, 2007;
	•		Our Current Reports on Form 8-K filed with the SEC on April 10, 2007, May 8, 2007 and May 10, 2007; and
	•		All documents filed by us with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the completion of the offering made pursuant to this prospectus.

     Any statement contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that is also incorporated by reference in this prospectus modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Information that we file with the SEC after the date of this prospectus will automatically modify and supersede the information included or

incorporated by reference in this prospectus to the extent that the subsequently filed information modifies or supersedes the existing information.

     We will provide without charge, upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus, other than exhibits to such documents unless such exhibits are specifically incorporated by reference in such documents. To obtain timely delivery, you must request a copy of these documents no later than on August 13, 2007 at the following address and telephone number:

Mobile Mini, Inc.
7420 South Kyrene Road, Suite 101
Tempe, Arizona 85283
Attention: Investor Relations
telephone: (480) 894-6311

WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION

     We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934. You can inspect and copy, at prescribed rates, these reports, proxy statements and other information at the public reference facilities of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on its public reference room. The SEC also maintains a website that contains reports, proxy statements and other information regarding registrants that file electronically with the SEC at http:/ /www.sec.gov. You can also inspect reports and other information that we file at the office of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

     We have filed a registration statement on Form S-4 with the SEC, of which this prospectus is a part, covering the exchange notes offered by this prospectus. As allowed by SEC rules, this prospectus does not contain all the information set forth in the registration statement and the related exhibits. We refer you to the registration statement and related exhibits for further information, and this prospectus is qualified in its entirety by such other information.

6

differentiate in value based upon the age of the container or the length of time it has been in our fleet. Our most recent fair market value and orderly liquidation value appraisals were conducted in December 2006. This fair market value appraisal appraised our lease fleet at a value in excess of net book value. At December 31, 2006, based on these appraisals, the fair market value of our lease fleet was approximately 114.7% of our lease fleet net book value; and the orderly liquidation value appraisal, on which our borrowings under our revolving credit facility are based, appraised our lease fleet at approximately $571.8 million, which equates to 82.0% of the lease fleet net book value.

Industry Overview

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

     The portable storage segment, in which our business operates, brings the storage solution to the customer’s location providing immediate access to the storage unit. The advantages of portable storage include convenience, immediate accessibility, better security and lower price. In contrast to fixed self-storage, the portable storage segment is primarily used by businesses. This segment of the storage industry is highly fragmented and remains local in nature with only a few national participants. We believe the portable storage business in the United States exceeds $1.5 billion in revenue annually. Historically, portable storage solutions included containers, van trailers and roll-off units. We believe portable storage containers are achieving increased market share compared to the other options because they provide ground level access and protect against damage caused by wind or water. As a result, containers can meet the needs of a diverse range of customers. Portable storage containers such as ours also provide improved aesthetics compared with certain other portable storage alternatives such as van trailers. Although there are no published estimates of the size of the portable storage segment, we believe the size of the segment is expanding due to increasing awareness of the advantages of portable storage.

     Our products also serve the mobile office industry. This industry provides mobile offices and other modular structures and is estimated by us to exceed $3 billion in revenue annually in the United States. We offer combined storage/office units and mobile offices in varying lengths and widths, with lease duration in North America averaging approximately 20 months.

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

     Our goal is to continue to be the leading U.S. provider of portable storage solutions and to successfully introduce our operating methods into the United Kingdom. We believe our competitive strengths and business strategy will enable us to achieve these goals.

Competitive Strengths

     We believe that our competitive strengths, as outlined below, enable us to be the nation’s leading provider of portable storage solutions.

     Market Leadership. We believe that we are the largest provider of portable storage solutions in a majority of our U.S. markets. At December 31, 2006, we maintained a total fleet of approximately 155,000 units, comprised of approximately 149,600 units held for lease and approximately 5,400 units held for sale. We believe we are creating brand awareness and the name “Mobile Mini” is associated with high quality portable storage products, superior customer service and value-added storage solutions. We have achieved significant growth in new and existing markets by capturing market share from competitors and by creating demand among businesses and consumers who were previously unaware of the availability of our products to meet their storage needs.

     Superior, Differentiated Products. We offer the industry’s broadest range of portable storage products, with many customized features that differentiate our products from those of our competition. We design and manufacture our own portable storage units in addition to restoring and modifying used ocean-going containers. These capabilities allow us to offer a wide range of products and proprietary features to better meet our customers’ needs, charge premium lease rates and gain market share from our competitors, who offer more limited product selections. Our portable storage units vary in size from 5 to 48 feet in length and 8 to 10 feet in width. The 10-foot wide units we manufacture provide 40% more usable storage space than the standard eight-foot-wide ocean-going containers offered by our competitors. The vast majority of our products have a proprietary locking system and multiple door options. In addition, we offer portable storage units with electrical wiring, shelving and other customized features.

     Geographic and Customer Diversification. From our 62 branches of which 54 are located in 31 states in the United States, one in Canada, six in the United Kingdom, and one in The Netherlands, we served over 91,000 customers from a wide range of industries in 2006. Our customers include large and small retailers, construction companies, medical centers, schools, utilities, distributors, the U.S. and U.K. militaries, government agencies, hotels, restaurants, entertainment complexes and households. Our diverse customer base demonstrates the broad applications for our products and our opportunity to create future demand through targeted marketing. In 2006, our largest and our second-largest customers accounted for 2.1% and 0.5% of our leasing revenues, respectively, and our twenty largest customers accounted for approximately 5.3% of our leasing revenues. During 2006, approximately 45.1% of our customers rented a single unit. We believe this diversity also reduces our susceptibility to economic downturns in our markets or in any of the industries in which our customers operate. The fact that our business continued to grow during the economic downturn of 2002 and 2003, although at a slower than historic pace, demonstrates a measure of resistance to recession in our business model.

     Customer Service Focus. We believe the portable storage industry is particularly service intensive and essentially local. Our entire organization is focused on providing high levels of customer service, and our salespeople work out of our branch locations to better understand local market needs. We have trained our sales force to focus on all aspects of customer service from the sales call onward. We differentiate ourselves by providing flexible lease terms, security, convenience, product quality, broad product selection and availability, and competitive lease rates. We conduct on-going training programs for our sales force to assure high levels of customer service and awareness of local market competitive conditions. Our customized enterprise resource planning system also increases our responsiveness to customer inquiries and enable us to efficiently monitor our sales force’s performance. Due to our orientation towards customer service, 63.9% of our 2006 leasing revenues were derived from repeat customers.

     Sales and Marketing Emphasis. We target a diverse customer base and, unlike most of our competitors, we have developed sophisticated sales and marketing programs enabling us to expand market awareness of our products and generate strong internal growth. We have nearly 400 dedicated commissioned salespeople, and we assist them by providing them with our highly customized contact management system and intensive sales training programs. We monitor our salespersons’ effectiveness through our extensive sales monitoring programs. Yellow pages and direct-mail advertising are integral parts of our sales and marketing approach. In 2006, our total advertising costs were $8.6 million, and we mailed approximately 8.0 million product brochures to existing and prospective customers.

     Customized Enterprise Resource Planning System. We made significant investments in improving and developing a new (ERP) Enterprise Resource Planning system during the past three years, and in 2006, we underwent a conversion from our then existing ERP system in North America to a more sophisticated and robust technology that enhanced our reporting processes obtained under our previous environment. These investments and the subsequent conversion of our ERP system enable us to further optimize fleet utilization, control pricing, capture detailed customer data, easily control credit approval while approving it quickly, audit by exception reports, gain efficiencies in internal control compliance and support our growth by projecting near-term capital needs. Our ERP system allows us to carefully monitor, on a daily basis, the size, mix, utilization and lease rates of our lease fleet by branch on a real time basis. Our systems also capture relevant customer demographic and usage information, which we use to target new customers within our existing and new markets. Our Tempe, Arizona corporate headquarters and each North America branch are linked through a scaleable Windows-based wide area network that provides real-time transaction processing and detailed reports on a branch-by-branch basis. We intend to continue this investment during 2007 to further optimize the reporting features of this new system and to bring our European operations onto this same platform to take advantage of our sophisticated reporting environment.

Business Strategy

     Our business strategy consists of the following:

     Focus on Core Portable Storage Leasing Business. We focus on growing our core leasing business because it provides predictable, recurring revenue and high margins. We believe that we can generate substantial demand for our portable storage units throughout North America and in Europe. Our leasing revenues have grown from $17.9 million in 1996 to $245.1 million in 2006, reflecting a CAGR of 29.9%.

     Generate Strong Internal Growth. We focus on increasing the number of portable storage units we lease from our existing branches to both new and repeat customers. Historically, we have been able to generate strong internal growth within our existing markets through sophisticated sales and marketing programs aimed to increase brand recognition, expand market awareness of the uses of portable storage and differentiate our superior products from our competitors. We define internal growth as growth in lease revenues on a year-over-year basis at our branch locations in operation for at least one year, without inclusion of leasing revenue attributed to same-market acquisitions. The internal growth rate has remained positive every quarter, but in 2002 and 2003 had fallen

to single digits, from over 20% prior to 2002. In 2005, our internal growth rate accelerated to an average of 25.3% for the year, reflecting a continued improvement in both economic and market conditions. During 2006, our internal growth rate averaged 19.9% for the year. In our eight oldest markets, all of which we have operated in for at least eleven years, we achieved an internal growth rate of 14.8% in 2006, demonstrating that we can continue to achieve significant growth in our most mature markets.

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

     Continued Enhancement of Product Offerings. We continue to enhance our existing products to meet our customers’ needs and requirements. We have historically been able to introduce new products and features that expand the applications and overall market for our storage products. For example, in 1998 we introduced a 10-foot wide storage unit that has proven to be a popular product with our customers. In 1999, we completed the design of a records storage unit, which provides highly secure, on-site, easily accessible storage. We market this unit as a records storage solution for customers who require easy access to archived business records close at hand. In 2000, we added wood mobile offices as a complementary product to better serve our customers. In 2001, we redesigned and improved our security locking system, making it easier to use, especially in colder climates. In 2003, we were issued patents in connection with the new locking system design and other improvements made. One patent application was extended and issued in 2006. In 2006, we applied for several patents for improvements or modifications to our locking systems. These applications, all of which are still pending, were filed in the United States, Europe and China. In 2002, we added a 10-by-30-foot steel combination storage/office unit to complement the various other sizes we have in our fleet. Currently, the 10-foot-wide unit, the record storage unit and the 10-by-30-foot steel combination storage/office unit are exclusively offered by Mobile Mini. We believe our design and manufacturing capabilities increase our ability to service our customers’ needs and expand demand for our portable storage solutions.

The Refinancing

     In connection with, and as a condition to, the consummation of the offering of the original notes, we made a tender offer with respect to our outstanding 9¹/2% Senior Notes Due 2013, which we call the 2013 Notes. In conjunction with the tender offer, we solicited consents to make certain proposed amendments to the indenture governing the 2013 Notes (the “2013 Notes Indenture”). Approximately 97% of the holders of the 2013 Notes tendered their notes and gave consent to an amendment to the 2013 Notes Indenture removing substantially all of the restrictive covenants contained therein.

     The tender offer and consent solicitation was financed with the net proceeds of the original notes offering. The total amount of funds required to purchase all of the outstanding 2013 Notes pursuant to the tender offer and pay the consent payment pursuant to the consent solicitation was approximately $106.3 million.

     Concurrently with the offering of the original notes, we amended our existing senior secured revolving credit facility. Under our amended senior secured revolving credit facility with a group of banks, we may borrow up to $425.0 million (subject to restrictions based on borrowing base availability, as defined in the credit facility agreements). At May 31, 2007, we had $191.5 million of borrowings outstanding under the facility, and approximately $230.3 million of additional borrowings available to us. See “Description of Amended and Restated Senior Secured Revolving Credit Facility.”

     We incur charges to our results of operations for the full year as a result of these transactions.

Headquarters

     Our principal executive offices are located at 7420 South Kyrene Road, Suite 101, Tempe, Arizona 85283, and our telephone number is (480) 894-6311. Our web site is located at www.mobilemini.com. Information on our web site does not constitute part of this prospectus.

     We currently file periodic and other reports with the SEC. Information filed with the SEC is available on the SEC website at http://www.sec.gov. Such information, however, is not incorporated into or otherwise a part of this prospectus.

The Exchange Offer

     On May 7, 2007, we completed the private offering of $150.0 million aggregate principal amount of 6 7/8% Senior Notes due 2015. As part of that offering of original notes, we agreed to undertake an exchange offer for the original notes. The following summary contains basic information about the exchange offer. It may not contain all the information that is important to you. For a more complete understanding of the exchange offer, we encourage you to read this entire prospectus and the other documents to which we refer.

Securities Offered		$150.0 million aggregate principal amount of new 6 7/8% Senior Notes due 2015, which have been registered under the Securities Act. The form and terms of these exchange notes are identical in all material respects to those of the original notes. The exchange notes, however, will not contain transfer restrictions and registration rights applicable to the original notes.
The Exchange Offer		We are offering to exchange $2,000 principal amount and any integral multiple of $1,000 principal amount of our new 6 7/8% Senior Notes due 2015, which have been registered under the Securities Act, for $2,000 principal amount and each integral multiple of $1,000 principal amount of our outstanding 6 7/8% Senior Notes due 2015.
		In order to be exchanged, an original note must be properly tendered and accepted. All original notes that are validly tendered and not withdrawn will be exchanged. As of the date of this prospectus, there is $150.0 million in aggregate principal amount of original notes outstanding.
Expiration Date		5:00 p.m., New York City time, on August 20, 2007 unless we extend the expiration date.
Accrued Interest on the Exchange Notes and Original Notes		The exchange notes will bear interest from the most recent date to which interest has been paid on the original notes, or if no interest has been paid on the original notes, from the date of issue of the original notes.
Conditions to the Exchange Offer		The exchange offer is subject to customary conditions. We may assert or waive these conditions in our sole discretion. If we materially change the terms of the exchange offer, we will resolicit tenders of the original notes. See “The Exchange Offer — Conditions to the Exchange Offer” for more information regarding conditions to the exchange offer.
Procedures for Tendering Original Notes		Except as described under the heading “The Exchange Offer — Guaranteed Delivery Procedures,” a tendering holder must, on or prior to the expiration date:
		•     transmit a properly completed and duly executed letter of transmittal, together with all other documents required by the letter of transmittal, to Deutsche Bank Trust Company Americas at the address listed in this prospectus; or
		•     if original notes are tendered in accordance with the book-entry procedures described in this prospectus, the tendering holder must transmit an agent’s message to the exchange agent at the address listed in this prospectus.
		See “The Exchange Offer — Procedures for Tendering.”
Special Procedures for Beneficial Holders		If you are the beneficial holder of original notes that are registered in the name of your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender original notes in the exchange offer, you should promptly contact the person in whose name your original notes are registered and instruct that person to tender on your behalf. See “The Exchange Offer — Procedures for Tendering.”

Guaranteed Delivery Procedures		If you wish to tender your original notes and you cannot deliver your original notes, the letter of transmittal or any other required documents to the exchange agent before the expiration date, you may tender your original notes by following the guaranteed delivery procedures under the heading “The Exchange Offer — Guaranteed Delivery Procedures.”
Withdrawal Rights		Tenders of original notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date.
Acceptance of Original Notes and Delivery of Exchange Notes		Subject to the conditions stated under the heading “The Exchange Offer — Conditions to the Exchange Offer,” we will accept for exchange any and all original notes that are properly tendered in the exchange offer before 5:00 p.m., New York City time, on the expiration date. The exchange notes will be delivered promptly after the expiration date. See “The Exchange Offer — Terms of the Exchange Offer.”
United States Federal Income Tax Considerations		We believe that your exchange of original notes for exchange notes in the exchange offer will not result in any gain or loss to you for U.S. federal income tax purposes. See “United States Federal Income Tax Considerations.”
Exchange Agent		Deutsche Bank Trust Company Americas is serving as exchange agent in connection with the exchange offer. The address and telephone number of the exchange agent are listed under the heading “The Exchange Offer — Exchange Agent.”
Use of Proceeds		We will not receive any proceeds from the issuance of exchange notes in the exchange offer. We will pay all expenses incident to the exchange offer. See “Use of Proceeds.”

The Exchange Notes

The form and terms of the exchange notes and the original notes are identical in all material respects, except that transfer restrictions and registration rights applicable to the original notes will not apply to the exchange notes. The exchange notes will evidence the same debt as the original notes and will be governed by the same indenture. Where we refer to “notes” in this prospectus, we are referring to both the original notes and the exchange notes.

Issuer		Mobile Mini, Inc.
Securities Offered		$150,000,000 principal amount of 67/8% Senior Notes due 2015.
Maturity		May 1, 2015.
Interest Rate		67/8% per year (calculated using a 360-day year).
Interest Payment Dates		Each May 1 and November 1, beginning on November 1, 2007. Interest will accrue from the issue date of the notes.
Ranking		The notes and the guarantees will be our or our subsidiaries’ unsecured senior obligations and will rank equally with all of our and our subsidiary guarantors’ existing and future senior unsecured debt and senior to any future subordinated debt. As of May 31, 2007, we and our subsidiaries had $149.9 million of senior unsecured debt. The notes will effectively rank junior to any of our and the guarantors’ secured debt to the extent of the value of the assets securing that debt, including debt under our revolving credit facility. As of May 31, 2007, we had $191.5 million of senior secured debt and an additional $230.3 million available to be borrowed under our revolving credit facility based upon the most restrictive of our covenants, all of which would be guaranteed by the guarantors under the notes and would be effectively senior to the notes. Currently, the guarantors have no other debt.
Guarantees		All of our domestic subsidiaries will unconditionally guarantee the notes on a senior unsecured basis. If we cannot make payments required by the notes our subsidiary guarantors must make them. The guarantees may be released under certain circumstances.
		The notes will not be guaranteed by any of our foreign subsidiaries and will be effectively subordinated to the obligations of such foreign subsidiaries. The non-guarantor subsidiaries represented 5.1% of our combined revenue and 1.2% of our combined EBITDA for the fiscal year ended December 31, 2006. In addition, these non-guarantor subsidiaries represented 5.5% of our assets as of December 31, 2006.
Optional Redemption		At any time before May 1, 2011, we may redeem some or all of the notes at a price equal to 100% of their principal amount, plus the make-whole premium described under “Description of the Notes” section under the heading “Redemption — Optional Redemption” plus accrued and unpaid interest to the date of redemption. In addition, on or after May 1, 2011, we may redeem some or all of the notes at the redemption prices listed in the “Description of the Notes” section under the heading “Redemption — Optional Redemption,” plus accrued and unpaid interest to the date of redemption.
Optional Redemption After Equity Offerings		At any time (which may be more than once) before May 1, 2010, we can choose to redeem up to 35% of the outstanding notes with money that we raise in one or more equity offerings, as long as:

		•     we pay 106.875% of the face amount of the notes, plus interest;
		•     we redeem the notes within 90 days of completing the equity offering; and
		•     at least 65% of the aggregate principal amount of notes originally issued remains outstanding afterwards.
Change of Control Offer		If a change of control of Mobile Mini occurs, we must give holders of the notes the opportunity to sell us their notes at 101% of their face amount, plus accrued interest.
		We might not be able to pay you the required price for notes you present to us at the time of a change of control, because:
		•     we might not have enough funds at that time; or
		•     the terms of our revolving credit facility may prevent us from paying.
Asset Sale Proceeds		If we or our subsidiaries engage in asset sales, we generally must either invest the net cash proceeds from such sales in our business within a period of time, prepay debt under our revolving credit facility or make an offer to purchase a principal amount of the notes equal to the excess net cash proceeds. The purchase price of the notes will be 100% of their principal amount, plus accrued interest.
Certain Indenture Provisions		The indenture governing the notes contains covenants that, among other things, limit our and our subsidiaries’ ability to:
		•     incur additional debt;
		•     pay dividends or distributions on our capital stock or repurchase our capital stock;
		•     issue preferred stock of subsidiaries;
		•     make certain investments;
		•     create liens on our assets to secure debt;
		•     designate certain of our subsidiaries as unrestricted;
		•     enter into transactions with affiliates;
		•     merge or consolidate with another company; and
		•     transfer and sell assets.
		These covenants are subject to a number of important limitations and exceptions. See “Description of the Notes — Certain Covenants.”
Absence of a Public Market for the Exchange Notes		The exchange notes are new securities, for which no established trading market exists, and none may develop. There can be no assurance as to the development or liquidity of any market for the exchange notes. The initial purchasers have advised us that they intend to make a market in the exchange notes, but they are not obligated to do so and they may discontinue notice. We do not intend to apply for listing of the exchange notes on any securities exchange or to arrange for any quotation system to quote the exchange notes.

Risk Factors

     See “Risk Factors” immediately following this summary for a discussion of risks that should be considered by holders prior to tendering original notes in the exchange offer.

Additional Information

     Our principal executive offices are located at 7420 South Kyrene Road, Suite 101, Tempe, Arizona 85283 and our telephone number is (480) 894-6311. All of subsidiary guarantors share our principal executive offices and telephone number.

Summary of Financial Data

     The following table presents summary consolidated historical financial and other data, as of and for each of the years in the three-year period ended December 31, 2006, and was derived from our audited consolidated financial statements incorporated by reference in this prospectus. The historical consolidated historical financial and other data, as of March 31, 2007 and for the three-month period ended March 31, 2006 and 2007, have been derived from our historical unaudited consolidated financial statements which in the opinion of management, include all adjustments consisting of normal recurring accruals, which Mobile Mini, Inc. considers necessary for a fair presentation of the financial position and the results of operations for these periods. Results of operations for an interim period are not necessarily indicative of results for a full year.

     On February 22, 2006, our Board of Directors approved a two-for-one stock split in the form of a 100 percent stock dividend effected on March 10, 2006. Per share amounts, share amounts and weighted numbers of shares outstanding give effect for this two-for-one stock split in the below tables for all periods presented.

		Year Ended December 31,												Three Months Ended March 31,
		2004				2005				2006				2006				2007
						(In thousands, except per share and operating data)
Consolidated Statements of Income Data:
Revenues:
Leasing		$	149,856			$	188,578			$	245,105			$	51,534			$	66,053
Sales			17,919				17,499				26,824				4,528				6,654
Other			566				1,093				1,434				358				313
Total revenues			168,341				207,170				273,363				56,420				73,020
Costs and expenses:
Cost of sales			11,352				10,845				17,186				2,914				4,459
Leasing, selling and general expenses			90,696				109,257				139,906				29,996				36,838
Depreciation and amortization			11,427				12,854				16,741				3,588				4,891
Total costs and expenses			113,475				132,956				173,833				36,498				46,188
Income from operations			54,866				74,214				99,530				19,922				26,832
Other income (expense):
Interest income			—				11				437				51				8
Other income			—				3,160				—				—				—
Interest expense			(20,434	)			(23,177	)			(23,681	)			(6,446	)			(5,953	)
Debt restructuring/extinguishment expense			—				—				(6,425	)			—				—
Foreign currency exchange gain			—				—				66				—				—
Income before provision for income taxes			34,432				54,208				69,927				13,527				20,887
Provision for income taxes			13,773				20,220				27,151				5,323				8,190
Net income		$	20,659			$	33,988			$	42,776			$	8,204			$	12,697
Earnings per share:
Basic		$	0.71			$	1.14			$	1.25			$	0.27			$	0.36
Diluted		$	0.70			$	1.10			$	1.21			$	0.26			$	0.35
Weighted average number of common and common share equivalents outstanding:
Basic			28,974				29,867				34,243				30,686				35,641
Diluted			29,565				30,875				35,425				31,682				36,633
Other Financial Data:
EBITDA(1)		$	66,293			$	90,239			$	116,774			$	23,561			$	31,731
EBITDA margin(2)			39.4	%			43.6	%			42.7	%			41.8	%			43.5	%
Net cash provided by operating activities			40,322				69,249				76,884				10,013				20,698
Net cash used in investing activities			(80,508	)			(113,275	)			(192,763	)			(24,051	)			(34,545	)
Net cash provided by financing activities			40,555				43,282				116,966				133,737				14,871
Operating Data:
Number of branches (at year end)			48				51				62				51				63
Lease fleet units (at year end)			100,727				116,317				149,615				118,436				152,155
Lease fleet covenant utilization (annual average)			80.7	%			82.9	%			82.7	%			80.1	%			79.0	%
Lease revenue growth from prior year			16.6	%			25.8	%			30.0	%			24.5	%			28.2	%
Operating margin			32.6	%			35.8	%			36.4	%			35.3	%			36.7	%
Net income margin			12.3	%			16.4	%			15.6	%			14.5	%			17.4	%

		Year Ended December 31,												Three Months Ended March 31,
		2004				2005				2006				2006				2007
										(In thousands)
Consolidated Balance Sheet Data:
Lease fleet, net		$	454,106			$	550,464			$	697,439			$	572,243			$	721,874
Total assets			592,146				704,957				900,030				847,506				935,878
Total debt			277,044				308,585				302,045				323,286				316,850
Stockholders’ equity			216,369				267,975				442,004				397,851				455,840

	•		Interest expense — because we borrow money to partially finance our capital expenditures, primarily related to the expansion of our lease fleet, interest expense is a necessary element of our cost to secure this financing to continue generating additional revenues.
	•		Income taxes — EBITDA, as defined, does not reflect income taxes or the requirements for any tax payments.
	•		Depreciation and amortization — because we are a leasing company, our business is very capital intensive and we hold acquired assets for a period of time before they generate revenues, cash flow and earnings; therefore, depreciation and amortization expense is a necessary element of our business.
	•		Debt restructuring or extinguishment expense — as defined in our revolving credit facility, debt restructuring and extinguishment expenses are not deducted in our various calculations made under the credit agreement and are treated no differently than interest expense. As discussed above, interest expense is a necessary element of our cost to finance a portion of the capital expenditures needed for the growth of our business.

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

	•		increasing or decreasing trends in EBITDA;
	•		how EBITDA compares to levels of debt and interest expense; and
	•		whether EBITDA historically has remained at positive levels.

Because EBITDA, as defined, excludes some but not all items that affect our cash flow from operating activities, EBITDA may not be comparable to a similarly titled performance measure presented by other companies. Set forth below is a reconciliation of EBITDA to net cash provided by operating activities, the most directly comparable GAAP measure. A further reconciliation of net income to EBITDA is also provided.

		Year Ended December 31,												Three Months Ended March 31,
		2004				2005				2006				2006				2007
										(In thousands)
EBITDA		$	66,293			$	90,239			$	116,774			$	23,561			$	31,731
Senior Note redemption premiums			—				—				(4,987	)			—				—
Interest paid			(19,254	)			(21,727	)			(24,770	)			(10,899	)			(7,976	)
Income and franchise taxes paid			(372	)			(495	)			(733	)			(65	)			(115	)
Provision for loss from natural disasters			—				1,710				—				—				—
Share-based compensation expense			—				19				3,066				754				940
Gain on sale of lease fleet units			(2,277	)			(3,529	)			(4,922	)			(931	)			(1,294	)
Loss on disposal of property, plant and equipment			604				704				454				29				9
Change in certain assets and liabilities, net of effect of businesses acquired:
Receivables			(3,309	)			(5,371	)			(6,580	)			1,477				2,266
Inventories			(2,178	)			(4,823	)			628				(1,003	)			(4,005	)
Deposits and prepaid expenses			(669	)			(480	)			(1,446	)			7				(673	)
Other assets and intangibles			37				(19	)			(4	)			(210	)			(3	)
Accounts payable and accrued liabilities			1,447				13,021				(596	)			(2,707	)			(182	)
Net cash provided by operating activities		$	40,322			$	69,249			$	76,884			$	10,013			$	20,698

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

RISK FACTORS

     You should carefully consider the risks described below and all other information contained in or incorporated by reference into this prospectus before tendering your original notes.

Risks Related to Our Indebtedness and the Notes

You may have difficulty selling the outstanding notes you do not exchange.

     If you do not exchange your outstanding notes for the exchange notes offered in this exchange offer, you will continue to be subject to the restrictions on the transfer of your outstanding notes. Those transfer restrictions are described in the indenture governing the notes and in the legend contained on the outstanding notes, and arose because we originally issued the outstanding notes under exemptions from the registration requirements of the Securities Act.

     In general, you may offer or sell your outstanding notes only if they are registered under the Securities Act and applicable state securities laws, or if they are offered and sold under an exemption from those requirements. We do not intend to register the outstanding notes under the Securities Act.

     If a large number of outstanding notes are exchanged for new notes issued in the exchange offer, it may be particularly difficult for you to sell your outstanding notes. This is because potential buyers will likely prefer to purchase exchange notes from a different seller if possible. In addition, if you do not exchange your outstanding notes in the exchange offer, you will not be entitled to have those outstanding notes registered under the Securities Act.

     Please see “The Exchange Offer — Consequences of Exchanging or Failing to Exchange Original Notes” for further discussion of the possible consequences of failing to exchange your outstanding notes in this exchange offer.

Our substantial indebtedness may impair our financial condition and we may incur significant additional indebtedness.

     We currently have, and after the issuance of the notes will have, a substantial amount of debt. Our substantial indebtedness could adversely affect our operations, including our ability to perform our obligations under the notes. We have, and as a result of the transactions, will continue to have, a substantial amount of indebtedness. As of May 31, 2007, we and our guarantors had approximately $191.5 million in senior secured indebtedness and $149.9 million in senior unsecured indebtedness, including the notes.

     Our substantial indebtedness could have important consequences to you. For example, it could:

	•		make it more difficult for us to satisfy our obligations with respect to the notes;
	•		require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, which would reduce the availability of our cash flow to fund future working capital, capital expenditures, acquisitions and other general corporate purposes;
	•		expose us to the risk of increased interest rates, as certain of our borrowings will be at variable rates of interest;
	•		require us to sell assets to reduce indebtedness or influence our decisions about whether to do so;
	•		increase our vulnerability to general adverse economic and industry conditions;
	•		limit our flexibility in planning for, or reacting to, changes in our business and our industry;
	•		restrict us from making strategic acquisitions or pursuing business opportunities;
	•		place us at a competitive disadvantage compared to our competitors that have relatively less indebtedness; and
	•		limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds. Failing to comply with those covenants could result in an event of default which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations.

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

Your right to receive payment on the notes will be effectively subordinated to our obligations under the amended and restated senior secured revolving credit facility.

     The notes will not be secured. Our obligations under our amended and restated revolving credit facility are secured by a first priority security interest on substantially all of our assets and the assets of our domestic subsidiaries and certain foreign subsidiaries, including the stock or other ownership interests in our domestic subsidiaries and 65% of the stock or other ownership interests of 1^st tier foreign subsidiaries. In the event of our liquidation or insolvency, or if any of our secured indebtedness is accelerated, the assets securing such indebtedness will be first applied to repay our obligations under our secured indebtedness in full and then to repay our obligations under our unsecured indebtedness, including under the notes. As a result, the notes are effectively subordinated to our amended and restated revolving credit facility to the extent of the value of the assets securing that indebtedness and the holders of the notes would, in all likelihood recover ratably less than the lenders of our secured indebtedness in the event of a bankruptcy or insolvency. As of May 31, 2007, we had $191.5 million of senior secured indebtedness outstanding and approximately $230.3 million of additional borrowing availability based upon the most restrictive covenant in the agreement under our amended and restated revolving credit facility, net of outstanding letters of credit obligations of approximately $3.2 million.

Restrictive covenants in our debt instruments restrict or prohibit our ability to engage in or enter into a variety of transactions, which could adversely affect us.

     The indenture governing the notes will and our amended and restated revolving credit facility does contain various restrictive covenants that will limit our discretion in operating our business. In particular, these agreements will limit our ability to, among other things:

	•		incur additional indebtedness;
	•		make restricted payments (including paying dividends on, redeeming or repurchasing our capital stock);
	•		issue preferred stock of subsidiaries;
	•		make certain investments or acquisitions;
	•		create liens on our assets to secure debt;
	•		engage in transactions with affiliates;
	•		merge, consolidate or transfer substantially all of our assets; and
	•		transfer and sell assets.

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

     A breach of a covenant or other provision in any debt instrument governing our current or future indebtedness could result in a default under that instrument and, due to cross-default and cross-acceleration provisions, could result in a default under our other debt instruments. Upon the occurrence of an event of default under the revolving credit facility or any other debt instrument, the lenders could elect to declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further

credit. If we were unable to repay those amounts, the lenders could proceed against the collateral granted to them, if any, to secure the indebtedness. If the lenders under our current or future indebtedness accelerate the payment of the indebtedness, we cannot assure you that our assets or cash flow would be sufficient to repay in full our outstanding indebtedness, including the notes.

Federal and state fraudulent transfer laws may permit a court to void the notes and the guarantees, and, if that occurs, you may not receive any payments on the notes.

     The issuance of the notes and the guarantees may be subject to review under federal and state fraudulent transfer and conveyance statutes. While the relevant laws may vary from state to state, under such laws the payment of consideration will be a fraudulent conveyance if (1) we paid the consideration with the intent of hindering, delaying or defrauding creditors or (2) we or any of our guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for issuing either the notes or a guarantee, and, in the case of (2) only, one of the following is also true:

	•		we or any of our guarantors were or was insolvent or rendered insolvent by reason of the incurrence of the indebtedness; or
	•		payment of the consideration left us or any of our guarantors with an unreasonably small amount of capital to carry on the business; or
	•		we or any of our guarantors intended to, or believed that we or it would, incur debts beyond our or its ability to pay as they mature.

     If a court were to find that the issuance of the notes or a guarantee was a fraudulent conveyance, the court could void the payment obligations under the notes or such guarantee or further subordinate the notes or such guarantee to presently existing and future indebtedness of ours or such guarantor, or require the holders of the notes to repay any amounts received with respect to the notes or such guarantee. In the event of a finding that a fraudulent conveyance occurred, you may not receive any repayment on the notes. Further, the voidance of the notes could result in an event of default with respect to our other debt and that of our subsidiaries that could result in acceleration of such debt.

     Generally, an entity would be considered insolvent if, at the time it incurred indebtedness:

	•		the sum of its debts, including contingent liabilities, were greater than the fair salable value of all its assets; or
	•		the present fair salable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts and liabilities, including contingent liabilities, as they become absolute and mature; or
	•		it could not pay its debts as they become due.

     We cannot be certain as to the standards a court would use to determine whether or not we or the guarantors were solvent at the relevant time, or regardless of the standard that a court uses, that the issuance of the notes and the guarantees would not be subordinated to our or any guarantor’s other debt. If any other subsidiary of ours guarantees the notes in the future, such guarantee will become subject to the same risks described above.

     If any of the guarantees were legally challenged, such challenged guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the guarantor, the obligations of the applicable guarantor were incurred for less than fair consideration. A court could thus void the obligations under the guarantees, subordinate them to the applicable guarantor’s other debt or take other action detrimental to the holders of the notes.

We may be unable to repurchase the notes upon a change of control.

     In the event of a “change of control” (as defined in the indenture for the notes), we must offer to purchase the notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest to the date of repurchase. See “Description of the Notes — Change of Control.” In the event that we are required to make such an offer, there can be no assurance that we would have sufficient funds available to purchase any notes, and we may be required to refinance the notes. There can be no assurance that we would be able to accomplish a refinancing or, if a refinancing were to occur, that it would be accomplished on commercially reasonable terms.

     Our amended and restated revolving credit facility prohibits us from repurchasing any of the notes, except under limited circumstances. Our amended and restated revolving credit facility also provides that certain change of control events would constitute a default. In the event a change of control occurs at a time when we are prohibited from purchasing the notes, we could seek the consent of the lenders under the amended and restated revolving credit facility to purchase the notes. If we did not obtain such a consent, we would remain prohibited from purchasing the notes. In this case, our failure to purchase would constitute an event of default under the indenture governing the notes.

We may be unable to generate sufficient cash flow to service our debt, including the notes.

     To service our debt, we will require a significant amount of cash. Our ability to generate cash, make scheduled payments or to refinance our obligations depends on our successful financial and operating performance. Our financial and operating performance, cash flow and capital resources depend upon prevailing economic conditions and certain financial, business and other factors, many of which are beyond our control. These factors include among others:

	•		economic and competitive conditions;
	•		operating difficulties, increased operating costs or pricing pressures we may experience; and
	•		delays in implementing any strategic projects.

     If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt.

An active trading market may not develop for the exchange notes.

     The exchange notes are new securities for which there currently is no established market, and we cannot be sure if an active trading market will develop for the exchange notes. We do not intend to apply for listing of the exchange notes on any securities exchange or on any automated dealer quotation system. The initial purchasers of the outstanding notes have indicated to us that they intend to make a market in the exchange notes, as permitted by applicable laws and regulations. However, the initial purchasers are not obligated to do so and any market making may be discontinued at any time without notice.

     The liquidity of, and trading market for, the exchange notes, may also be adversely affected by, among other things:

	•		changes in the overall market for high yield securities;
	•		changes in our financial performance or prospects;
	•		the prospects for companies in our industry generally;
	•		the number of holders of the notes;
	•		the interest of securities dealers in making a market for the notes; and
	•		prevailing interest rates.

Risks Relating to Our Business

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

     At the end of 2005 and 2006, customers in the construction industry, primarily in non-residential construction, accounted for approximately 35% and 40%, respectively, of our leased units. This industry tends to be cyclical. In 2002 and 2003 this industry sector suffered a sustained economic slowdown which resulted in much slower growth in demand for leases and sales of our products. If another sustained economic slowdown in the non-residential construction sector were to occur, it is likely that we would again experience less demand for leases and sales of our products. Also, because most of our cost of leasing is either fixed or semi variable,

this would cause our margins to contract and the adverse affect on operating results would be more pronounced. Our internal growth rate slowed to 7.5% in 2002 and 7.4% in 2003 due to a slowdown in the economy, particularly in this sector. During these years, our profitability declined.

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

     Our future performance will depend in large part on our ability to manage our planned growth, which in 2006 included our commencement of operations in the United Kingdom and The Netherlands. Our growth could strain our management, human and other resources. To successfully manage this growth, we must continue to add managers and employees and improve our operating, financial and other internal procedures and controls. We also must effectively motivate, train and manage our employees. If we do not manage our growth effectively, some of our new branches and acquisitions may lose money or fail, and we may have to close unprofitable locations. Closing a branch would likely result in additional expenses that would cause our operating results to suffer.

Our European expansion may divert our resources from other aspects of our business and require that we incur additional debt, and will subject us to additional and different regulations. Failure to manage these economic, financial, business and regulatory risks may adversely impact our growth in Europe and other results of operations.

     Our expansion into markets in the United Kingdom and The Netherlands requires us to make substantial investments, which could divert resources from other aspects of our business. We may also be required to raise additional debt or equity capital to fund our expansion in Europe. In addition, we may incur difficulties in staffing and managing our European operations, and face fluctuations in currency exchange rates, exposure to additional regulatory requirements, including certain trade barriers, changes in political and economic conditions, and exposure to additional and potentially adverse tax regimes. Our success in Europe will depend, in part, on our ability to anticipate and effectively manage these and other risks. Our failure to manage these risks may adversely affect our growth in Europe and lead to increased administrative costs.

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

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

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

     We purchase, refurbish and modify used ocean-going containers in order to expand our lease fleet. If used ocean-going container prices increase substantially, we may not be able to manufacture enough new units to grow our fleet. These price increases also could increase our expenses and reduce our earnings, particularly if we are not able (due to competitive reasons or otherwise) to raise our rental rates to absorb this increase cost. Conversely, an oversupply of used ocean-going containers may cause container prices to fall. Our competitors may then lower the lease rates on their storage units. As a result, we may need to lower our lease rates to remain competitive. This would cause our revenues and our earnings to decline.

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

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

     Our revolving credit facility requires us, under certain limited circumstances, to maintain certain financial ratios and limits our ability to make capital expenditures. These covenants and ratios could have an adverse effect on our business by limiting our ability to take advantage of financing, merger and acquisition or other corporate opportunities and to fund our operations. Breach of a covenant

in our debt instruments could cause acceleration of a significant portion of our outstanding indebtedness. Any future debt could also contain financial and other covenants more restrictive than those imposed under the indenture governing the Senior Notes, and the revolving credit facility.

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

     The amount we can borrow under our revolving credit facility depends in part on the value of the portable storage units in our lease fleet. If the value of our lease fleet declines, we cannot borrow as much. We are required to satisfy several covenants with our lenders that are affected by changes in the value of our lease fleet. We would breach some of these covenants if the value of our lease fleet drops below specified levels. If this happens, we may not be able to borrow the amounts we need to expand our business, and we may be forced to liquidate a portion of our existing fleet.

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

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

Some zoning laws in the United States and Canada and temporary planning permission regulations in Europe restrict the use of our portable storage and office units and therefore limit our ability to offer our products in all markets.

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

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

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

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

     Our operations are capital intensive, and we operate with a high amount of debt relative to our size. As of May 31, 2007, we had approximately $344.6 million of indebtedness outstanding, including the exchange notes and borrowings and letters of credit under our credit facility. In addition, under our revolving credit facility we have approximately $230.3 million available for further borrowing. Our substantial indebtedness could have consequences. For example, it could:

	•		require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, which could reduce the availability of our cash flow to fund future working capital, capital expenditures, acquisitions and other general corporate purposes;
	•		make it more difficult for us to satisfy our obligations with respect to our Senior Notes;

	•		expose us to the risk of increased interest rates, as certain of our borrowings will be at variable rates of interest;
	•		require us to sell assets to reduce indebtedness or influence our decisions about whether to do so;
	•		increase our vulnerability to general adverse economic and industry conditions;
	•		limit our flexibility in planning for, or reacting to, changes in our business and our industry;
	•		restrict us from making strategic acquisitions or pursuing business opportunities; and
	•		limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds. Failing to comply with those covenants could result in an event of default which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations.

We depend on a few key management persons.

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

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

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

	•		changes in general conditions in the economy, geopolitical events or the financial markets;
	•		variations in our quarterly operating results;
	•		changes in financial estimates by securities analysts;
	•		other developments affecting us, our industry, customers or competitors;
	•		the operating and stock price performance of companies that investors deem comparable to us; and
	•		the number of shares available for resale in the public markets under applicable securities laws.

USE OF PROCEEDS

     We will not receive any proceeds from the exchange offer. In consideration for the exchange notes, we will receive the original notes of like principal amount, the terms of which are identical in all material respects to the exchange notes. The original notes surrendered for the exchange notes will be retired and canceled. Accordingly, issuance of the exchange notes will not result in any increase in our indebtedness. We have agreed to bear the expenses of the exchange offer. No underwriter is being used in connection with the exchange offer.

     On May 7, 2007, we issued and sold the original notes. We used the proceeds from that offering, which after discounts to the initial purchasers and other transaction fees and expenses paid by us, approximated $145.8 million, to repurchase previously issued notes and to pay down our credit facility.

CAPITALIZATION

     The following table summarizes our cash and cash equivalents and capitalization as of March 31, 2007 on an actual basis and as adjusted to give effect to $149.3 million of proceeds from the offering of the 6 7/8% Senior Notes Due 2015.

     The table should be read in conjunction with “Use of Proceeds” included elsewhere in this prospectus and our consolidated financial statements and related notes incorporated by reference into this prospectus.

		As of March 31, 2007
		Actual				As Adjusted
		(Dollars in millions)
Cash and cash equivalents		$	2.4			$	2.4
Debt:
Amended and restated revolving credit facility(1)		$	—			$	182.6
Existing revolving credit facility(2)			218.9				—
9 1/2% senior notes due 2013			97.5				—
6 7/8% Senior Notes Due 2015(3)			—				149.3
Other debt			0.5				0.5
Total debt			316.9				332.4
Stockholders’ equity			455.8				449.1
Total capitalization		$	772.7			$	781.5

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

     The following table presents our selected consolidated historical financial and other data, as of and for each of the years in the five-year period ended December 31, 2006 and was derived from our audited consolidated financial statements incorporated by reference into this prospectus. The historical consolidated historical financial and other data, as of March 31, 2007 and for the three-month period ended March 31, 2006 and 2007, have been derived from our historical unaudited consolidated financial statements which in the opinion of management, include all adjustments consisting of normal recurring accruals, which Mobile Mini, Inc. considers necessary for a fair presentation of the financial position and the results of operations for these periods. Results of operations for an interim period are not necessarily indicative of results for a full year.

     On February 22, 2006, our Board of Directors approved a two-for-one stock split in the form of a 100 percent stock dividend effected on March 10, 2006. Per share amounts, share amounts and weighted numbers of shares outstanding give effect for this two-for-one stock split in the below tables for all periods presented.

																						Three Months Ended
		Year Ended December 31,																				March 31,
		2002				2003				2004				2005				2006				2006				2007
		(In thousands, except per share and operating data)
Consolidated Statements of Income Data:
Revenues:
Leasing		$	116,169			$	128,482			$	149,856			$	188,578			$	245,105			$	51,534			$	66,053
Sales			16,008				17,248				17,919				17,499				26,824				4,528				6,654
Other			920				838				566				1,093				1,434				358				313
Total revenues			133,097				146,568				168,341				207,170				273,363				56,420				73,020
Costs and expenses:
Cost of sales			10,343				11,487				11,352				10,845				17,186				2,914				4,459
Leasing, selling and general expenses			70,225				80,124				90,696				109,257				139,906				29,996				36,838
Florida litigation expense			1,320				8,502				—				—				—				—				—
Depreciation and amortization			8,435				10,026				11,427				12,854				16,741				3,588				4,891
Total costs and expenses			90,323				110,139				113,475				132,956				173,833				36,498				46,188
Income from operations			42,774				36,429				54,866				74,214				99,530				19,922				26,832
Other income (expense):
Interest income			13				2				—				11				437				51				8
Other income			—				—				—				3,160				—				—				—
Interest expense			(11,587	)			(16,299	)			(20,434	)			(23,177	)			(23,681	)			(6,446	)			(5,953	)
Debt restructuring/extinguishment expense(1)			(1,300	)			(10,440	)			—				—				(6,425	)			—				—
Foreign currency exchange gain			—				—				—				—				66				—				—
Income before provision for income taxes			29,900				9,692				34,432				54,208				69,927				13,527				20,887
Provision for income taxes			11,661				3,780				13,773				20,220				27,151				5,323				8,190
Net income		$	18,239			$	5,912			$	20,659			$	33,988			$	42,776			$	8,204			$	12,697
Earnings per share:
Basic		$	0.64			$	0.21			$	0.71			$	1.14			$	1.25			$	0.27			$	0.36
Diluted		$	0.63			$	0.20			$	0.70			$	1.10			$	1.21			$	0.26			$	0.35
Weighted average number of common and common share equivalents outstanding:
Basic			28,509				28,625				28,974				29,867				34,243				30,686				35,641
Diluted			28,884				28,925				29,565				30,875				35,425				31,682				36,633
Other Data:
EBITDA(2)		$	51,222			$	46,457			$	66,293			$	90,239			$	116,774			$	23,561			$	31,731
EBITDA Margin(3)			38.5	%			31.7	%			39.4	%			43.6	%			42.7	%			41.8	%			43.5	%
Net cash provided by operating activities			41,186				40,690				40,322				69,249				76,884				10,013				20,698
Net cash used in investing activities			(89,064	)			(55,269	)			(80,508	)			(113,275	)			(192,763	)			(24,051	)			(34,545	)
Net cash provided by financing activities			49,007				12,730				40,555				43,282				116,966				133,737				14,871
Operating Data:
Number of branches (at year end)			46				47				48				51				62				51				63
Lease fleet units (at year end)			83,679				89,542				100,727				116,317				149,615				118,436				152,155
Lease fleet covenant utilization (annual average)			79.1	%			78.7	%			80.7	%			82.9	%			82.7	%			80.1	%			79.0	%
Lease revenue growth from prior year			16.5	%			10.6	%			16.6	%			25.8	%			30.0	%			24.5	%			28.2	%
Operating margin			32.1	%			24.9	%			32.6	%			35.8	%			36.4	%			35.3	%			36.7	%
Net income margin			13.7	%			4.0	%			12.3	%			16.4	%			15.6	%			14.5	%			17.4	%

																						Three Months Ended
		At December 31,																				March 31,
		2002				2003				2004				2005				2006				2006				2007
		(In thousands)
Consolidated Balance Sheet Data:
Lease fleet, net		$	337,685			$	383,672			$	454,106			$	550,464			$	697,439			$	572,243			$	721,874
Total assets			460,890				515,080				592,146				704,957				900,030				847,506				935,878
Total debt			213,222				240,610				277,044				308,585				302,045				323,286				316,850
Stockholders’ equity			178,669				189,293				216,369				267,975				442,004				397,851				455,840

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

	•		Interest expense — because we borrow money to partially finance our capital expenditures, primarily related to the expansion of our lease fleet, interest expense is a necessary element of our cost to secure this financing to continue generating additional revenues.
	•		Income taxes — EBITDA, as defined, does not reflect income taxes or the requirements for any tax payments.
	•		Depreciation and amortization — because we are a leasing company, our business is very capital intensive and we hold acquired assets for a period of time before they generate revenues, cash flow and earnings; therefore, depreciation and amortization expense is a necessary element of our business.
	•		Debt restructuring or extinguishment expense — as defined in our revolving credit facility, debt restructuring and extinguishment expenses are not deducted in our various calculations made under the credit agreement and are treated no differently than interest expense. As discussed above, interest expense is a necessary element of our cost to finance a portion of the capital expenditures needed for the growth of our business.

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

	•		increasing or decreasing trends in EBITDA;
	•		how EBITDA compares to levels of debt and interest expense; and
	•		whether EBITDA historically has remained at positive levels.

Because EBITDA, as defined, excludes some but not all items that affect our cash flow from operating activities, EBITDA may not be comparable to a similarly titled performance measure presented by other companies. Set forth below is a reconciliation of EBITDA to net cash provided by operating activities, the most directly comparable GAAP measure. A further reconciliation of net income to EBITDA is also provided.

																						Three Months Ended
		Year Ended December 31,																				March 31,
		2002				2003				2004				2005				2006				2006				2007
		(In thousands)
EBITDA		$	51,222			$	46,457			$	66,293			$	90,239			$	116,774			$	23,561			$	31,731
Senior Note redemption premiums			—				—				—				—				(4,987	)			—				—
Interest paid			(11,258	)			(8,841	)			(19,254	)			(21,727	)			(24,770	)			(10,899	)			(7,976	)
Income and franchise taxes paid			(448	)			(298	)			(372	)			(495	)			(733	)			(65	)			(115	)
Provision for loss from natural disasters			—				—				—				1,710				—				—				—
Share-based compensation expense			76				—				—				19				3,066				754				940
Gain on sale of lease fleet units			(2,116	)			(1,601	)			(2,277	)			(3,529	)			(4,922	)			(931	)			(1,294	)
Loss on disposal of property, plant and equipment			47				44				604				704				454				29				9
Gain on sale of short-term investments			—				(59	)			—				—				—				—				—

																						Three Months Ended
		Year Ended December 31,																				March 31,
		2002				2003				2004				2005				2006				2006				2007
		(In thousands)
Change in certain assets and liabilities, net of effect of businesses acquired:
Receivables			(486	)			327				(3,309	)			(5,371	)			(6,580	)			1,477				2,266
Inventories			2,334				(1,781	)			(2,178	)			(4,823	)			628				(1,003	)			(4,005	)
Deposits and prepaid expenses			(890	)			(3,132	)			(669	)			(480	)			(1,446	)			7				(673	)
Other assets and intangibles			(174	)			(35	)			37				(19	)			(4	)			(210	)			(3	)
Accounts payable and accrued liabilities			2,879				9,609				1,447				13,021				(596	)			(2,707	)			(182	)
Net cash provided by operating activities		$	41,186			$	40,690			$	40,322			$	69,249			$	76,884			$	10,013			$	20,698

																						Three Months Ended
		Year Ended December 31,																				March 31,
		2002				2003				2004				2005				2006				2006				2007
		(In thousands except percentages)
Net income		$	18,239			$	5,912			$	20,659			$	33,988			$	42,776			$	8,204			$	12,697
Interest expense			11,587				16,299				20,434				23,177				23,681				6,446				5,953
Income taxes			11,661				3,780				13,773				20,220				27,151				5,323				8,190
Depreciation and amortization			8,435				10,026				11,427				12,854				16,741				3,588				4,891
Debt restructuring/extinguishment expense(1)			1,300				10,440				—				—				6,425				—				—
EBITDA		$	51,222			$	46,457			$	66,293			$	90,239			$	116,774			$	23,561			$	31,731

THE EXCHANGE OFFER

Terms of the Exchange Offer

     As of the date of this prospectus, $150.0 million aggregate principal amount of the original notes is outstanding. This prospectus, together with the letter of transmittal, is being sent to all holders of original notes known to us. Our obligation to accept original notes for exchange in the exchange offer is subject to the conditions described below under “— Conditions to the Exchange Offer.”

     Upon the terms and conditions described in this prospectus and in the accompanying letter of transmittal, we will accept for exchange original notes that are properly tendered on or before the expiration date and not withdrawn as permitted below. For each original note accepted for exchange, the holder of the original note will receive an exchange note having a principal amount equal to that of the surrendered original note. Original notes tendered in the exchange offer must be in denominations of the principal amount of $2,000 and any integral multiples of $1,000 in excess thereof.

     As used in this prospectus, the term “expiration date” means 5:00 p.m., New York City time, on August 20, 2007. However, if we, in our sole discretion, extend the period of time for which the exchange offer is open, the term “expiration date” means the latest time and date to which we extend the exchange offer. We reserve the right to extend the period of time during which the exchange offer is open. If the exchange offer period is extended, we would give notice of the extension to the holders of original notes by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day following the previously scheduled expiration date. During any extension period, all original notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any original notes not accepted for exchange will be returned to the tendering holder after the expiration or termination of the exchange offer.

     We reserve the right to amend or terminate the exchange offer, and not to accept for exchange any original notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified below under “— Conditions to the Exchange Offer.” We will give notice of any extension, amendment, non-acceptance or termination to the holders of the original notes as described above. If we materially change the terms of the exchange offer, we will resolicit tenders of the original notes and provide notice to the noteholders. If the change is made less than five business days before the expiration of the exchange offer, we will extend the offer so that the noteholders have at least five business days to tender or withdraw.

     Our acceptance of the tender of original notes by a tendering holder will form a binding agreement upon the terms and subject to the conditions provided in this prospectus and in the accompanying letter of transmittal.

Procedures for Tendering

     Except as described below, a tendering holder must, on or prior to the expiration date:

	•		transmit a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal, to Deutsche Bank Trust Company Americas at the address listed below under the heading “— Exchange Agent”; or
	•		if original notes are tendered in accordance with the book-entry procedures listed below, the tendering holder must transmit an agent’s message to the exchange agent at the address listed below under the heading “— Exchange Agent.”

     In addition:

	•		the exchange agent must receive, on or before the expiration date, certificates for the original notes or a timely confirmation of book-entry transfer of the original notes into the exchange agent’s account at the Depository Trust Company, the book-entry transfer facility; or
	•		the holder must comply with the guaranteed delivery procedures described below.

     The Depository Trust Company will be referred to as DTC in this prospectus.

     The term “agent’s message” means a message, transmitted to DTC and received by the exchange agent and forming a part of a book-entry transfer, that states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against this holder.

     The method of delivery of original notes, letters of transmittal and all other required documents is at your election and risk. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent. You should not send any letter of transmittal, original notes or other related documentation to us.

     If you are a beneficial owner whose original notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and wish to tender original notes, you should promptly instruct the registered holder to tender on your behalf. Any registered holder that is a participant in DTC’s book-entry transfer facility system may make book-entry delivery of the original notes by causing DTC to transfer the original notes into the exchange agent’s account.

     Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed unless the original notes surrendered for exchange are tendered:

	•		by a registered holder of the original notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal, or
	•		for the account of an “eligible institution.”

     If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantees must be by an “eligible institution.” An “eligible institution” is a financial institution — including most banks, savings and loan associations and brokerage houses — that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.

     We will determine in our sole discretion all questions as to the validity, form and eligibility of original notes tendered for exchange. This discretion extends to the determination of all questions concerning the timing of receipts and acceptance of tenders. These determinations will be final and binding.

     We reserve the right to reject any particular original note not properly tendered or which acceptance of might, in our judgment or our counsel’s judgment, be unlawful. We also reserve the right to waive any defects or irregularities or conditions of the exchange offer as to any particular original note either before or after the expiration date, including the right to waive the ineligibility of any tendering holder. Our interpretation of the terms and conditions of the exchange offer as to any particular original note either before or after the expiration date, including the letter of transmittal and the instructions to the letter of transmittal, shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within a reasonable period of time. Neither we, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity in any tender of original notes. Nor will we, the exchange agent or any other person incur any liability for failing to give notification of any defect or irregularity.

     If the letter of transmittal is signed by a person other than the registered holder of original notes, the letter of transmittal must be accompanied by a written instrument of transfer or exchange in satisfactory form duly executed by the registered holder with the signature guaranteed by an eligible institution. The original notes must be endorsed or accompanied by appropriate powers of attorney. In either case, the original notes must be signed exactly as the name of any registered holder appears on the original notes.

     If the letter of transmittal or any original notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted.

     By tendering, each holder will represent to us that, among other things,

	•		the exchange notes are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not that person is the holder, and
	•		neither the holder nor the other person has any arrangement or understanding with any person to participate in the distribution of the exchange notes.

     In the case of a holder that is not a broker-dealer, that holder, by tendering, will also represent to us that the holder is not engaged in and does not intend to engage in a distribution of the exchange notes.

     If any holder or other person is an “affiliate” of ours, as defined under Rule 405 of the Securities Act, or is engaged in, or intends to engage in, or has an arrangement or understanding with any person to participate in, a distribution of the exchange notes, that holder or other person cannot rely on the applicable interpretations of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

     Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where the original notes were acquired by it as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution.”

Acceptance of Original Notes for Exchange; Delivery of Exchange Notes

     Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, all original notes properly tendered and not withdrawn. We will issue the exchange notes promptly after acceptance of the original notes. See “— Conditions to the Exchange Offer” below. For purposes of the exchange offer, we will deemed to have accepted properly tendered original notes for exchange when, as and if we have given oral or written notice to the exchange agent, with prompt written confirmation of any oral notice.

     The exchange notes will bear interest from the most recent date to which interest has been paid on the original notes, or if no interest has been paid on the original notes, from the date of issue of the original notes. Holders whose original notes are accepted for exchange will receive interest, as interest on the exchange notes, accrued from the date of issue of the original notes and will be deemed to have waived the right to receive interest accrued on the original notes.

     Unaccepted or non-exchanged original notes will be returned without expense to the tendering holder of the original notes. In the case of original notes tendered by book-entry transfer in accordance with the book-entry procedures described below, the non-exchanged original notes will be credited to an account maintained with the book-entry transfer facility as promptly as practicable after the expiration or termination of the exchange offer.

Book-Entry Transfer

     The exchange agent will make a request to establish an account for the original notes at DTC for purposes of the exchange offer promptly after commencement of the exchange offer. Any financial institution that is a participant in DTC’s systems must make book-entry delivery of original notes by causing DTC to transfer those original notes into the exchange agent’s account at DTC in accordance with DTC’s procedure for transfer. The participant should transmit its acceptance to DTC on or prior to the expiration date or comply with the guaranteed delivery procedures described below. DTC will verify this acceptance, execute a book-entry transfer of the tendered original notes into the exchange agent’s account at DTC and then send to the exchange agent confirmation of the book-entry transfer. The confirmation of the book-entry transfer will include an agent’s message confirming that DTC has received an express acknowledgment from the participant that the participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against the participant. Delivery of exchange notes issued in the exchange offer may be effected through book-entry transfer at DTC. However, the letter of transmittal or facsimile of it or an agent’s message, with any required signature guarantees and any other required documents, must:

	(1)		be transmitted to and received by the exchange agent at the address listed below under “— Exchange Agent” on or prior to the expiration date; or
	(2)		comply with the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

     If a registered holder of original notes desires to tender the original notes, and the original notes are not immediately available, or time will not permit the holder’s original notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer described above cannot be completed on a timely basis, a tender may nonetheless be made if:

•

the tender is made through an eligible institution;

•

prior to the expiration date, the exchange agent received from an eligible institution a notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery,

	(1)		stating the name and address of the holder of original notes and the amount of original notes tendered,
	(2)		stating that the tender is being made and
	(3)		guaranteeing that within three New York Stock Exchange trading days after the expiration date, the certificates for all physically tendered original notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal, or a facsimile of the letter of transmittal and any other documents required by the letter of transmittal, will be deposited by the eligible institution with the exchange agent; and

•

the certificates for all physically tendered original notes, in proper form for transfer, or a book-entry confirmation, as the case may be, a properly completed and duly executed letter of transmittal, or a facsimile of the letter of transmittal and all other documents required by the letter of transmittal, are received by the exchange agent within three New York Stock Exchange trading days after the expiration date.

Withdrawal Rights

     Tenders of original notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date.

     For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at the address or, in the case of eligible institutions, at the facsimile number, indicated below under “— Exchange Agent” before 5:00 p.m., New York City time, on the expiration date. Any notice of withdrawal must:

	•		specify the name of the person, referred to as the depositor, having tendered the original notes to be withdrawn;
	•		identify the original notes to be withdrawn, including the certificate number or numbers and principal amount of the original notes;
	•		contain a statement that the holder is withdrawing its election to have the original notes exchanged;
	•		be signed by the holder in the same manner as the original signature on the letter of transmittal by which the original notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the original notes register the transfer of the original notes in the name of the person withdrawing the tender; and
	•		specify the name in which the original notes are registered, if different from that of the depositor.

     If certificates for original notes have been delivered or otherwise identified to the exchange agent, then prior to the release of these certificates the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and signed notice of withdrawal with signatures guaranteed by an eligible institution unless this holder is an eligible institution. If original notes have been tendered in accordance with the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn original notes. We will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal. Any original notes so withdrawn will be deemed not to have been validly tendered for exchange. No exchange notes will be issued unless the original notes so withdrawn are validly re-tendered. Properly withdrawn original notes may be re-tendered by following the procedures described under “— Procedures for Tendering” above at any time on or before 5:00 p.m., New York City time, on the expiration date.

Conditions to the Exchange Offer

     Notwithstanding any other provision of the exchange offer, we shall not be required to accept original notes for exchange, or to issue exchange notes in exchange for any original notes, and may terminate or amend the exchange offer, if at any time before the acceptance of the original notes for exchange or the issuance of the exchange notes for the original notes:

	•		there has been instituted any proceeding seeking to restrain or prohibit the making or completion of the exchange offer, or assessing or seeking any damages as a result of the exchange offer, or resulting in a material delay in our ability to accept for exchange or exchange some or all of the original notes in the exchange offer; or
	•		any action shall have been taken, proposed or threatened by any governmental authority, domestic or foreign, that in our sole judgment might directly or indirectly result in any of such consequences or, in our sole judgment, might result in the holders of exchange notes having obligations with respect to resales and transfers of exchange notes which are greater than those described in the interpretations of the SEC staff referred to in this prospectus, or would otherwise make it inadvisable to proceed with the exchange offer; or
	•		there shall have occurred:

	•		any general suspension of or general limitation on prices for, or trading in, securities on any national securities exchange or in the over-the-counter market; or
	•		any limitation by a governmental authority which may adversely affect our ability to complete the transactions contemplated by the exchange offer; or
	•		a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by any governmental agency or authority which adversely affects the extension of credit; or
	•		a commencement of a war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or, in the case of any of the preceding events existing at the time of the commencement of the exchange offer, a material acceleration or worsening of these calamities; or

•

any change, or any development involving a prospective change, shall have occurred or be threatened in our business, financial condition, operations or prospects and those of our subsidiaries taken as a whole that is or may be adverse to us, or we shall have become aware of facts that have or may have an adverse impact on the value of the original notes or the exchange notes; which in our sole judgment in any case makes it inadvisable to proceed with the exchange offer and/or with such acceptance for exchange or with such exchange.

     These conditions to the exchange offer are to our sole benefit and we may assert them regardless of the circumstances giving rise to any of these conditions, or we may waive them in whole or in part in our sole discretion. If we do so, the exchange offer will remain open for at least five business days following any waiver of the preceding conditions. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right.

     In addition, we will not accept for exchange any original notes tendered, and no exchange notes will be issued in exchange for any original notes, if at that time any stop order is threatened or in effect relating to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939.

Exchange Agent

     We have appointed Deutsche Bank Trust Company Americas as the exchange agent for the exchange offer. You should direct all executed letters of transmittal to the exchange agent at the address indicated below. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent addressed as follows:

Delivery To Deutsche Bank Trust Company Americas, Exchange Agent

By Hand Before 4:30 p.m.:		By Registered or Certified Mail:
Deutsche Bank Trust Company Americas		Deutsche Bank Trust Company Americas
DB Services Tennessee, Inc.		DB Services Tennessee, Inc.
Corporate Trust & Agency Services		Reorganization Unit
Reorganization Unit		P.O. Box 292737
648 Grassmere Park Road		Nashville, TN 37229-2737
Nashville, TN 37211
		Fax: (615) 835-3701
Confirm by Telephone: (615) 835-3572
SPU-Reorg.Operations@db.com
By Hand or Overnight Delivery after		By Facsimile Transmission
4:30 p.m. on the Expiration Date:		(for Eligible Institutions only):
Deutsche Bank Trust Company Americas		Fax: (615) 835-3701
DB Services Tennessee, Inc.
Corporate Trust & Agency Services		Confirm by Telephone: (615) 835-3572
Reorganization Unit
648 Grassmere Park Road		Information (800) 735-7777
Nashville, TN 37211
Confirm by Telephone: (615) 835-3572
SPU-Reorg.Operations@db.com

     If you deliver the letter of transmittal to an address other than the address indicated above or transmit instructions via facsimile other than to the facsimile number indicated, then your delivery or transmission will not constitute a valid delivery of the letter of transmittal.

Fees and Expenses

     We will not make any payment to brokers, dealers, or others for soliciting acceptances of the exchange offer. The expenses to be incurred in connection with the exchange offer will be paid by us. These expenses will include reasonable and customary fees and out-of-pocket expenses of the exchange agent and reasonable out-of-pocket expenses incurred by brokerage houses and other fiduciaries in forwarding materials to beneficial holders in connection with the exchange offer.

Accounting Treatment

     We will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will amortize the expense of the exchange offer over the term of the exchange notes under generally accepted accounting principles.

Transfer Taxes

     Holders who tender their original notes for exchange will not be obligated to pay any related transfer taxes, except that holders who instruct us to register exchange notes in the name of, or request that original notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer taxes.

Consequences of Exchanging or Failing to Exchange Original Notes

     Holders of original notes who do not exchange their original notes for exchange notes in the exchange offer will continue to be subject to the provisions in the indenture regarding transfer and exchange of the original notes and the restrictions on transfer of the original notes as described in the legend on the original notes. In general, the original notes may not be offered or sold, unless

registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently anticipate that we will register original notes under the Securities Act.

     Based on interpretations by the staff of the SEC, as described in no-action letters issued to third parties, we believe that exchange notes issued in the exchange offer in exchange for original notes may be offered for resale, resold or otherwise transferred by holders of the original notes, other than any holder which is an “affiliate” of ours within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, as long as the exchange notes are acquired in the ordinary course of the holders’ business and the holders have no arrangement or understanding with any person to participate in the distribution of the exchange notes. However, the SEC has not considered this exchange offer in the context of a no-action letter. We cannot assure you that the staff of the SEC would make a similar determination with respect to this exchange offer as in the other circumstances.

     Each holder, other than a broker-dealer, must acknowledge that it is not engaged in, and does not intend to engage in, a distribution of exchange notes and has no arrangement or understanding to participate in a distribution of exchange notes. If any holder is an affiliate of ours, is engaged in or intends to engage in or has any arrangement or understanding with any person to participate in the distribution of the exchange notes to be acquired in the exchange offer, that holder could not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

     Each broker-dealer that receives exchange notes for its own account in exchange for original notes must acknowledge that the original notes were acquired by the broker-dealer as a result of market-making activities or other trading activities and that it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. Furthermore, any broker-dealer that acquired any of its original notes directly from us:

	•		may not rely on the applicable interpretations of the staff of the SEC contained in Exxon Capital Holdings Corp., SEC no-action letter (May 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1993) and
	•		must also be named as a selling noteholder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.

     See “Plan of Distribution.”

     In addition, to comply with state securities laws, the exchange notes may not be offered or sold in any state unless they have been registered or qualified for sale in such state or an exemption from registration or qualification, with which there has been compliance, is available. The offer and sale of the exchange notes to “qualified institutional buyers,” as defined under Rule 144A of the Securities Act, is generally exempt from registration or qualification under the state securities laws. We currently do not intend to register or qualify the sale of exchange notes in any state where an exemption from registration or qualification is required and not available.

DESCRIPTION OF AMENDED AND RESTATED
SENIOR SECURED REVOLVING CREDIT FACILITY

     Concurrently with the closing of our issuance of the outstanding notes on May 7, 2007, we entered into an amended and restated senior secured revolving credit facility, with Deutsche Bank AG, New York Branch, as agent and the other lenders named in the revolving credit facility, to increase our borrowing limit from $350 million to $425 million.

     Borrowings under our revolving credit facility will mature in May 2012 and be limited to the lesser of (x) $425.0 million and (y) a borrowing base amount determined by reference to a percentage of the collateral value of the fleet, receivables, inventories, and real property securing the revolving credit facility. At May 31, 2007, the amount available for borrowings under this calculation was $425.0 million (less approximately $3.2 million of outstanding letters of credit), based upon the most restrictive of our covenants. In addition, our revolving credit facility includes a sub-limit borrowing availability of up to $50.0 million for letters of credit.

     Mandatory prepayments of loans under our revolving credit facility will be required in the event of:

	•		certain asset sales and dispositions by us and our subsidiaries;
	•		certain issuances of debt or equity securities by us and our subsidiaries; and
	•		certain insurance proceeds received by us and our subsidiaries,

     in each case, subject to certain exceptions and reinvestment rights.

     Voluntary prepayments and commitment reductions are permitted in whole or in part, subject to minimum prepayment or reduction requirements, provided that voluntary prepayments of Eurodollar loans on a date other than the last day of the relevant interest period will be subject to the payment of customary breakage costs, if any. Such voluntary prepayments and commitment reductions may be made without premium or penalty.

     All of our obligations under our revolving credit facility are unconditionally guaranteed by each of our existing and each subsequently acquired or organized domestic subsidiaries. Also, our revolving credit facility provides that any obligation incurred by any of our UK subsidiaries is unconditionally guaranteed by each of our existing and subsequently acquired or organized UK subsidiaries and under certain circumstances by other foreign subsidiaries. At May 31, 2007, our UK subsidiaries had $19.2 million in aggregate principal amount of indebtedness outstanding under the credit facility. Our revolving credit facility and the related guarantees are secured by substantially all of our present and future assets and all present and future assets of each borrower and guarantor, including but not limited to (i) a first-priority pledge of the outstanding capital stock or other ownership interests owned by us and each guarantor (with limits on stocks of certain foreign subsidiaries) and (ii) perfected first-priority security interests in all of our present and future tangible and intangible assets and the present and future tangible and intangible assets of each borrower and guarantor (in each case, other than certain equipment assets subject to capitalized lease obligations).

     Loans under our revolving credit facility, at our option and subject to certain conditions, bear interest at a rate based on either (1) the prime rate of Deutsche Bank AG, New York Branch, plus a spread ranging from -0.25% (negative) to 0.25% depending on our leverage ratio, or (2) the London inter-bank offered rate (“LIBOR”) plus a spread ranging from 1.25% to 2.00% depending on our leverage ratio. Interest on outstanding borrowings is payable monthly or, with respect to LIBOR borrowings, either quarterly or on the last day of the applicable interest period (whichever is more frequent). In addition to paying interest on any outstanding principal amount under our revolving credit facility, we will be required to pay an unused revolving credit facility fee to the senior lenders equal to a range of 0.25% to 0.375%per annum on the unused daily balance of the revolving credit commitment, payable monthly in arrears, based upon the actual number of days elapsed in a 360 day year (or 365 for Sterling loans). For each letter of credit we issue, we are required to pay (i) a per annum fee equal to the margin over the LIBOR rate from time to time in effect, (ii) a fronting fee on the aggregate outstanding stated amounts of such letters of credit, plus (iii) customary administrative charges.

     The revolving credit facility documentation contains certain customary representations and warranties and customary covenants restricting our ability to, among others (i) declare dividends or redeem or repurchase capital stock, (ii) prepay, redeem or purchase other debt, (iii) incur liens, (iv) make loans and investments, (v) incur additional indebtedness, (vi) amend or otherwise alter debt and other material agreements, (vii) make capital expenditures, (viii) engage in mergers, acquisitions and asset sales, (ix) transact with affiliates, and (x) alter the business we conduct. We also are required to comply with specified financial covenants and affirmative covenants.

     Events of default under our revolving credit facility include, but are not limited to, (i) our failure to pay principal or interest when due, (ii) our material breach of any representations or warranty, (iii) covenant defaults, (iv) events of bankruptcy, (v) cross default to certain other debt, (vi) unsatisfied final judgments over a threshold to be determined, and (vii) a change of control. We will pay the senior lenders certain syndication and administration fees, reimburse certain expenses and provide certain indemnities to the senior lenders, the administrative agent and the arranger, in each case which are customary for credit facilities of this type.

DESCRIPTION OF NOTES

     The outstanding notes are, and the exchange notes will be, issued pursuant to the Indenture dated as of May 7, 2007 (the “Indenture”), among us, the Guarantors and Law Debenture Trust Company of New York, as Trustee (the “Trustee”).

     The Indenture is by its terms subject to and governed by the Trust Indenture Act of 1939, as amended. The statements under this section of this prospectus relating to the exchange notes and the Indenture are summaries of the material provisions of the Indenture and do not restate the Indenture in its entirety. Copies of the Indenture and the Registration Rights Agreement related to the notes are available at the corporate trust office of the Trustee, and we have filed copies of the Indenture and the Registration Rights Agreement as exhibits to the registration statement on Form S-4 of which this prospectus is a part. See “Where You Can Find More Information.” You can find definitions of certain capitalized terms used in this description under “— Certain Definitions.” For purposes of this section, references to the “Company” includes only Mobile Mini, Inc. and not its Subsidiaries. Unless specifically identified otherwise, references to the “notes” means the originally issued notes together with the exchange notes.

General

     The Company issued $150.0 million in aggregate principal amount of the outstanding notes to the Initial Purchasers on May 7, 2007. The Initial Purchasers sold the outstanding notes to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. The terms of the exchange notes are substantially identical to the terms of the outstanding notes. However, the exchange notes are not subject to transfer restrictions or registration rights unless held by certain broker-dealers, affiliates of the Company or certain other persons. See “The Exchange Offer — Consequences of Exchanging or Failing to Exchange.” The Company does not plan to list the exchange notes on any securities exchange or seek quotation on any automated quotation system. The outstanding notes are listed on Nasdaq’s PORTAL system.

     The exchange notes will be senior unsecured Obligations of the Company, ranking equal in right of payment with all other senior unsecured Obligations of the Company. All of our Subsidiaries on the Issue Date will guarantee the exchange notes with unconditional Guarantees that will be unsecured and senior to any existing and future Subordinated Indebtedness of such Subsidiaries. The exchange notes and the Guarantees will be effectively subordinated to all existing and future secured Indebtedness of the Company to the extent of the assets securing such debt. As of May 31, 2007, the Company had approximately $191.5 million of secured Indebtedness outstanding and approximately $230.3 million of unused commitments, net of outstanding letters of credit, under the Credit Agreement. All of the outstanding Indebtedness under the Credit Agreement is guaranteed by the Guarantors on a secured basis. The Notes will not be guaranteed by any of our Foreign Subsidiaries and will be effectively subordinated to any obligations of such Foreign Subsidiaries. The Foreign Subsidiaries have approximately $19.2 million outstanding Indebtedness as of May 31, 2007, all of which is outstanding under the Credit Agreement or intercompany obligations.

     The Company will issue the exchange notes in fully registered form in denominations of $2,000 and integral multiples thereof. Deutsche Bank Trust Company Americas will initially act as Paying Agent and Registrar for the Notes. The exchange notes may be presented for registration or transfer and exchange at the offices of the Registrar. The Company may change any Paying Agent and Registrar without notice to holders of the exchange notes (the “Holders”). The Company will pay principal (and premium, if any) on the exchange notes at the Paying Agent’s corporate office in New York, New York. At the Company’s option, interest may be paid at the Paying Agent’s corporate trust office or by check mailed to the registered address of Holders. Any outstanding notes that remain outstanding after the completion of this exchange offer, together with the exchange notes issued in connection with the exchange offer, will be treated as a single class of securities under the Indenture.

Principal, Maturity and Interest

     The exchange notes will mature on May 1, 2015. Additional notes may be issued from time to time, subject to the limitations set forth under “— Certain Covenants — Limitation on Incurrence of Additional Indebtedness.” Interest on the exchange notes will accrue at the rate of 6 7/8% per annum and will be payable semiannually in cash on each May 1 and November 1, commencing on November 1, 2007, to the persons who are registered Holders at the close of business on the April 15 and October 15 immediately preceding the applicable interest payment date. Interest on the exchange notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance.

     The exchange notes will not be (and the outstanding notes are not) entitled to the benefit of any mandatory sinking fund.

Redemption

     Optional Redemption. The Company may redeem the notes at any time at its option, in whole or in part, upon not less than 30 nor more than 60 days’ notice. To redeem the notes prior to May 1, 2011, the Company must pay a redemption price equal to the greater of:

     (a) 100% of the principal amount of the notes to be redeemed; and

     (b) the sum of the present values of (1) the redemption price of the notes at May 1, 2011 (as set forth below) and (2) the remaining scheduled payments of interest from the redemption date to May 1, 2011, but excluding accrued and unpaid interest, if any, to the redemption date, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate (determined on the second business day immediately preceding the date of redemption) plus 50 basis points,

plus, in either case, accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

     Any notice to holders of notes of such a redemption will include the appropriate calculation of the redemption price, but need not include the redemption price itself. The actual redemption price, calculated as described above, will be set forth in a officers’ certificate delivered to the Trustee no later than two business days prior to the redemption date (unless clause (b) of the definition of “Comparable Treasury Price” is applicable, in which case such officers’ certificate shall be delivered on the redemption date).

     Beginning on May 1, 2011, the Company may redeem the notes at its option, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the twelve-month period commencing on May 1 of the year set forth below:

Year		Percentage
2011			103.438	%
2012			101.719	%
2013 and thereafter			100.000	%

     In addition, the Company must pay accrued and unpaid interest on the notes redeemed.

     Optional Redemption Upon Equity Offerings. At any time, or from time to time, on or prior to May 1, 2010, the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the notes issued under the Indenture at a redemption price of 106.875% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that:

     (1) at least 65% of the principal amount of notes issued under the Indenture remains outstanding immediately after any such redemption; and

     (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offering.

     “Equity Offering” means a public or private offering of Qualified Capital Stock of the Company or any of its Subsidiaries other than:

     (1) public offerings with respect to the common stock of the Company or any subsidiary registered on Form S-8; and

     (2) issuances to any Subsidiary of the Company.

Selection and Notice of Redemption

     In the event that the Company chooses to redeem less than all of the notes, selection of the notes for redemption will be made by the Registrar either:

     (1) in compliance with the requirements of the principal national securities exchange, if any, on which the notes are listed; or,

     (2) on a pro rata basis, by lot or by such method as the Registrar shall deem fair and appropriate.

     No notes of a principal amount of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. If a partial redemption is made with the proceeds of an Equity Offering, the Registrar will select the notes only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures). Notice of redemption will be delivered at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address. On and after the redemption date, interest will cease to accrue on notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price.

Guarantees

     The outstanding notes are, and the exchange notes will be, unconditionally guaranteed by all Domestic Restricted Subsidiaries of the Company existing on the Issue Date and thereafter by all acquired or created Domestic Restricted Subsidiaries, subject to compliance with the covenant described under “— Certain Covenants — Additional Subsidiary Guarantees.” The Guarantors will jointly and severally guarantee the Company’s obligations under the Indenture and the notes on a senior unsecured basis. The obligations of each Guarantor under its Guarantee will be limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

     Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor that is a Restricted Subsidiary of the Company without limitations, or with other Persons upon the terms and conditions set forth in the Indenture. See “— Certain Covenants — Merger, Consolidation and Sale of Assets.” In the event a Guarantor ceases to be a Subsidiary of the Company in a transaction that complies with the covenant described under “— Certain Covenants — Limitation on Asset Sales” and the other covenants contained in the Indenture, then the Guarantor’s Guarantee will be released.

     The notes will not be guaranteed by any of our Foreign Subsidiaries and will be effectively subordinated to the obligations of such Foreign Subsidiaries. The non-guarantor Subsidiaries represented 5.1% and 1.2% of our combined revenue and EBITDA, respectively, for the fiscal year ended December 31, 2006 and approximately 5.5% of our assets for the same period.

Change of Control

     Upon the occurrence of a Change of Control, each Holder will have the right to require that the Company purchase all or a portion of such Holder’s notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase.

     Within 30 days following the date upon which the Change of Control occurred, the Company must deliver a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third business day prior to the Change of Control Payment Date.

     The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.

     If a Change of Control Offer is made, there can be no assurance that the Company will have available funds sufficient to pay the Change of Control purchase price for all the notes that might be delivered by Holders seeking to accept the Change of Control Offer. In the event the Company is required to purchase outstanding notes pursuant to a Change of Control Offer, the Company expects that it would seek third party financing to the extent it does not have available funds to meet its purchase obligations. However, there can be no assurance that the Company would be able to obtain such financing.

     A Change of Control will be an event of default under the Credit Agreement, upon which event all amounts outstanding under the Credit Agreement shall, unless otherwise agreed by the required lenders thereunder, become due and payable. There can be no assurance that, in the event of a Change of Control, the Company will be able to obtain the necessary consents from the lenders under

the Credit Agreement to waive such default or consummate a Change of Control Offer. The failure of the Company to make or consummate the Change of Control Offer or pay the applicable Change of Control purchase price when due would result in an Event of Default and would give the Trustee and the Holders of the notes the rights described under “— Events of Default.”

     Neither the Board of Directors of the Company nor the Trustee may waive the covenant relating to a Holder’s right to redemption upon a Change of Control. Restrictions in the Indenture described herein on the ability of the Company and its Restricted Subsidiaries to incur additional Indebtedness, to grant liens on its property, to make Restricted Payments and to make Asset Sales may also make more difficult or discourage a takeover of the Company, whether favored or opposed by the management of the Company. Consummation of any such transaction in certain circumstances may require redemption or repurchase of the notes, and there can be no assurance that the Company or the acquiring party will have sufficient financial resources to effect such redemption or repurchase. Such restrictions and the restrictions on transactions with Affiliates may, in certain circumstances, make more difficult or discourage any leveraged buyout of the Company or any of its Subsidiaries by the management of the Company. While such restrictions cover a wide variety of arrangements which have traditionally been used to effect highly leveraged transactions, the Indenture may not afford the Holders protection in all circumstances from the adverse aspects of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction.

     The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Change of Control” provisions of the Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the “Change of Control” provisions of the Indenture by virtue thereof.

     The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the Company to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

Certain Covenants

     The Indenture will contain, among others, the following covenants:

     Suspension of Covenants. During any period of time that: (i) the notes have Investment Grade Ratings from two Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under the Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and the Restricted Subsidiaries will not be subject to the following provisions of the Indenture:

     (1) ”— Limitation on Incurrence of Additional Indebtedness”;

     (2) ”— Limitation on Restricted Payments”;

     (3) ”— Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”;

     (4) ”— Limitation on Asset Sales”;

     (5) ”— Limitation on Transactions with Affiliates”; and

     (6) clause (2) of the first paragraph of “— Merger, Consolidation and Sale of Assets”

(collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the Guarantees of the Subsidiary Guarantors will also be suspended as of such date (the “Suspension Date”). In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the notes below an Investment Grade Rating, then the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events and the Guarantees of the Subsidiary Guarantors will be reinstated if such

Guarantees are then required by the terms of the Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period).

     On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified as having been incurred or issued pursuant to clause (a) of “— Limitation on Incurrence of Additional Indebtedness” below (to the extent such Indebtedness would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred or issued pursuant to clause (a) of “— Limitation on Incurrence of Additional Indebtedness,” such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is initially classified as permitted under clause (3) of the definition of “Permitted Indebtedness”. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under “— Limitation on Restricted Payments” will be made as though the covenant described under “— Limitation on Restricted Payments” had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the second paragraph of “— Limitation on Restricted Payments.” As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Company or its Restricted Subsidiaries during the Suspension Period. The Company should provide notice to the Trustee if a Suspension Period event has occurred or if there has been a reversion event.

     Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 2.0 to 1.0.

     (b) The Company will not, and will not permit any Guarantor to directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may be.

     Limitation on Restricted Payments. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:

     (1) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company’s Capital Stock to holders of such Capital Stock;

     (2) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock (other than any such Capital Stock or warrants, rights or options owned by the Company or any Restricted Subsidiary of the Company);

     (3) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Indebtedness; or

     (4) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (1), (2), (3) and (4) being referred to as a “Restricted Payment”);

     if at the time of such Restricted Payment or immediately after giving effect thereto,

               (i) a Default or an Event of Default shall have occurred and be continuing; or

      (ii) the Company is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the “Limitation on Incurrence of Additional Indebtedness” covenant; or

      (iii) the aggregate amount of Restricted Payments (including such proposed Restricted Payment) made subsequent to the Issue Date (the amount expended for such purposes, if other than in cash, being the fair market value of such property as determined in good faith by the Board of Directors of the Company) shall exceed the sum of:

     (w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company from April 1, 2003 to the date the Restricted Payment occurs (the “Reference Date”) (treating such period as a single accounting period); plus

     (x) 100% of the aggregate net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and sale subsequent to July 1, 2003 and on or prior to the Reference Date of (1) Qualified Capital Stock of the Company, (2) warrants, options or other rights to acquire Qualified Capital Stock of the Company (but excluding any debt security that is convertible into, or exchangeable for, Qualified Capital Stock) or (3) convertible or exchangeable Disqualified Capital Stock or debt securities that have been converted or exchanged in accordance with their terms for Qualified Capital Stock; plus

     (y) without duplication of any amounts included in clause (iii) (x) above, 100% of the aggregate net cash proceeds of any equity contribution received by the Company from a holder of the Company’s Capital Stock subsequent to July 1, 2003 and on or prior to the Reference Date (excluding, in the case of clauses (iii) (x) and (y), any net cash proceeds from an Equity Offering to the extent used to redeem the notes in compliance with the provisions set forth under “Redemption — Optional Redemption Upon Equity Offerings”); plus

     (z) without duplication, the sum of:

     (1) the aggregate amount returned in cash on or with respect to Investments (other than Permitted Investments) made subsequent to July 1, 2003 whether through interest payments, principal payments, dividends or other distributions or payments;

     (2) the net cash proceeds received by the Company or any of its Restricted Subsidiaries from the disposition of all or any portion of such Investments (other than to a Restricted Subsidiary of the Company); and

     (3) upon redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of such Subsidiary; provided, however, that the sum of clauses (1), (2) and (3) above shall not exceed the aggregate amount of all such Investments made subsequent to the Issue Date.

     Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph do not prohibit:

     (1) the payment of any dividend within 60 days after the date of declaration of such dividend if the dividend would have been permitted on the date of declaration;

     (2) the redemption, repurchase, retirement, defeasance or other acquisition of any shares of Capital Stock of the Company, either (i) solely in exchange for shares of Qualified Capital Stock of the Company or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Restricted Subsidiary of the Company) of shares of Qualified Capital Stock of the Company;

     (3) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Indebtedness either (i) solely in exchange for shares of Qualified Capital Stock of the Company, or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Restricted Subsidiary of the Company) of (a) shares of Qualified Capital Stock of the Company or (b) Refinancing Indebtedness;

     (4) so long as no Default or Event of Default shall have occurred and be continuing redemption, repurchase, retirement, defeasance or other acquisition by the Company of Common Stock of the Company from officers, directors and employees of the Company or any of its Subsidiaries or their authorized representatives upon the death, disability or termination of employment of

such employees or termination of their seat on the board of the Company, in an aggregate amount not to exceed $1.5 million in any calendar year with any unused amounts in such calendar year being carried forward to the next succeeding calendar year; provided that the aggregate amount of repurchases that may be made pursuant to this clause (4) shall not exceed $3.0 million in any calendar year;

     (5) so long as no Default or Event of Default shall have occurred and be continuing, Restricted Payments in an aggregate amount not to exceed $25.0 million;

     (6) repurchases of Qualified Capital Stock deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities; and

     (7) repurchases of Qualified Capital Stock constituting fractional shares in an aggregate amount not to exceed $100,000.

     If the Company makes a Restricted Payment which, at the time of the making of such Restricted Payment, in the good faith determination of the Board of Directors of the Company, would be permitted under the requirements of the Indenture, such Restricted Payment shall be deemed to have been made in compliance with the Indenture notwithstanding any subsequent adjustment made in good faith to the Company’s financial statements affecting Consolidated Net Income.

     In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date in accordance with clause (iii) of the immediately preceding paragraph, amounts expended pursuant to clauses (1), (2)(ii), 3(ii)(a) and (4) shall be included in such calculation. As of December 31, 2006, the amount of Restricted Payments permitted to be made pursuant to clause (iii) of the immediately preceding paragraph was approximately $134.6 million.

     Limitation on Asset Sales. The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

     (1) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company’s Board of Directors);

     (2) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash, Cash Equivalents and/or Replacement Assets (as defined below) (or a combination thereof) and is received at the time of such disposition; provided that

     (a) the amount of any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the notes or any Guarantee of a Guarantor) that are assumed by the transferee of any such assets; and

     (b) the fair market value of any securities or other assets received by the Company or any such Restricted Subsidiary in exchange for any such assets that are converted into cash within 180 days after such Asset Sale;

     shall be deemed to be cash for purposes of this provision; and

     (3) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either:

     (a) to repay (i) any Obligations under the Credit Agreement and effect a permanent reduction in the availability under such Credit Agreement and (ii) in the case of an Asset Sale by a Restricted Subsidiary that is not a Guarantor, Obligations of such Restricted Subsidiary;

     (b) to invest or commit to invest in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets (including Capital Stock) that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”);

     (c) to acquire or commit to acquire all or substantially all of the assets of, or a majority of the voting Capital Stock of a Permitted Business; and/or

     (d) a combination of prepayment and investment permitted by the foregoing clauses (3)(a) through (3)(c);

provided that in the case of a commitment to invest under clauses (b) and (c) above, such investment or acquisition shall be consummated within six months after such commitment.

     When the Net Cash Proceeds from Asset Sales not applied or invested as provided in the preceding paragraph total $15.0 million or more (each, a “Net Proceeds Offer Trigger Date”), the Company will, within 30 days, make an offer to purchase (the “Net Proceeds Offer”) to all Holders and, to the extent required by the terms of any Pari Passu Debt, an offer to purchase to all holders of such Pari Passu Debt, on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of any Pari Passu Debt) on a pro rata basis, that amount of notes (and Pari Passu Debt) equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the notes (and Pari Passu Debt) to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than as contemplated by clause 2(b) above and other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant.

     Notwithstanding the first two paragraphs of this covenant, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraph to the extent that:

     (1) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets; and

     (2) such Asset Sale is for fair market value;

provided that any cash or Cash Equivalents received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the first two paragraphs of this covenant.

     In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under “— Merger, Consolidation and Sale of Assets”, which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant.

     Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their notes in whole or in part in integral multiples of $2,000 (and integral multiples of $1,000 in excess thereof) in exchange for cash. To the extent Holders properly tender notes in an amount exceeding the Net Proceeds Offer Amount, notes of tendering Holders will be purchased on a pro rata basis (based on amounts tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. If any Net Cash Proceeds remain after the consummation of any Net Proceeds Offer, the Company may use those Net Cash Proceeds for any purpose not otherwise prohibited by the Indenture. Upon completion of each Net Proceeds Offer, the amount of Net Cash Proceeds will be reset at zero.

     The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Asset Sale” provisions of the Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the “Asset Sale” provisions of the Indenture by virtue thereof.

     Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to:

     (1) pay dividends or make any other distributions on or in respect of its Capital Stock;

     (2) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or

     (3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except in each case for such encumbrances or restrictions existing under or by reason of:

     (a) applicable law, rule, regulation or order;

     (b) the Indenture, the notes and the Guarantees;

     (c) the Credit Agreement;

     (d) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company;

     (e) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;

     (f) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;

     (g) any encumbrance or restriction on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Lien;

     (h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;

     (i) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired;

     (j) any agreement pursuant to which Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness, (B) the encumbrance or restriction is not materially more disadvantageous to the holders of the notes than is customary in comparable financings (as determined by the Company) and (C) the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the notes;

     (k) Indebtedness permitted to be incurred subsequent to the date of the Indenture pursuant to the provisions of the covenant described under “— Limitation on Incurrence of Additional Indebtedness”; provided that such encumbrances or restrictions are no less favorable to the Company, taken as a whole, in any material respect than the encumbrances or restrictions contained in the Credit Agreement as in effect on the Issue Date;

     (1) any Qualified Securitization Transaction; provided that such encumbrances and restrictions are customarily required by the institutional sponsor or arranger at the time of entering into such Qualified Securitization Transaction in similar types of documents relating to the purchase of similar Receivables in connection with the financing therewith;

     (m) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; and

     (n) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (b) and (d) through (k) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (b) and (d) through (k).

     Limitation on Preferred Stock of Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiaries that are not Guarantors to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary that is not a Guarantor.

     Limitation on Liens. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens of any kind against or upon any property or assets of the Company or any of its Restricted Subsidiaries, whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom unless:

     (1) in the case of Liens securing Subordinated Indebtedness, the notes or the Guarantee of such Guarantor, as the case may be, are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; and

     (2) in all other cases, the notes or the Guarantee of such Guarantor, as the case may be, are equally and ratably secured, except for:

     (a) Liens existing as of the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;

     (b) Liens securing Indebtedness and other Obligations under the Credit Agreement incurred pursuant to clause (2) of the definition of “Permitted Indebtedness”;

     (c) Liens securing the notes and the Guarantees;

     (d) Liens of the Company or a Wholly Owned Restricted Subsidiary of the Company on assets of any Restricted Subsidiary of the Company;

     (e) Liens securing Refinancing Indebtedness which is incurred to Refinance any Indebtedness which has been secured by a Lien permitted under the Indenture and which has been incurred in accordance with the provisions of the Indenture; provided, however, that such Liens: (i) are no less favorable to the Holders in any material respect and are not more favorable to the lienholders in any material respect with respect to such Liens than the Liens in respect of the Indebtedness being Refinanced; and (ii) do not extend to or cover any property or assets of the Company or any of its Restricted Subsidiaries not securing the Indebtedness so Refinanced; and

     (f) Permitted Liens.

     Merger, Consolidation and Sale of Assets. The Company will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company’s assets (determined on a consolidated basis for the Company and the Company’s Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless:

     (1) either:

     (a) the Company shall be the surviving or continuing corporation; or

     (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and of the Company’s Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”):

     (x) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia; and

     (y) shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the notes and the performance of every covenant of the notes, the Indenture and the Registration Rights

     Agreement on the part of the Company to be performed or observed;

     (2) immediately after giving effect to such transaction and the assumption contemplated by clause (1) (b) (y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), either (x) the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the covenant described under “— Certain Covenants — Limitation on Incurrence of Additional Indebtedness” or (y) the Consolidated Fixed Charge Coverage Ratio of the Company would be no less than such ratio immediately prior to such transaction;

     (3) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1) (b) (y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and

     (4) the Company or the Surviving Entity shall have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied.

     For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

     Notwithstanding the foregoing clauses (1), (2) and (3), the Company may merge with an Affiliate that is a Person that has no material assets or liabilities and which was organized solely for the purpose of reorganizing the Company in another jurisdiction.

     The Indenture will provide that upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing in which the Company is not the continuing corporation, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, the notes and the Registration Rights Agreement with the same effect as if such surviving entity had been named as such.

     Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and the Indenture in connection with any transaction complying with the provisions of “— Limitation on Asset Sales”) will not, and the Company will not cause or permit any Guarantor to, consolidate with or merge with or into any Person other than the Company or any other Guarantor unless:

     (1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is a corporation or a partnership or a limited liability company, in each case, organized and existing under the laws of the United States or any State thereof or the District of Columbia;

     (2) such entity (if other than the Guarantor) assumes by supplemental indenture all of the obligations of the Guarantor under its Guarantee, the Indenture and the Registration Rights Agreement;

     (3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

     (4) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company could satisfy the provisions of clause (2) of the first paragraph of this covenant.

     Any merger or consolidation of a Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor that is a Restricted Subsidiary of the Company need only comply with clause (4) of the first paragraph of this covenant. The phrase “all or substantially all” of the assets of the Company or a Guarantor will likely be interpreted under applicable state law and will be dependent upon particular facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer of “all or substantially all” of the assets of the Company or a Guarantor has occurred.

     Limitations on Transactions with Affiliates. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under the third paragraph of this covenant and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary.

     All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $5.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $20.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.

     The restrictions set forth in the first paragraph of this covenant shall not apply to:

     (1) reasonable fees and compensation (including the payment of reasonable and customary benefits (including retirement, health, option, deferred compensation and other benefit plans) to officers and employees of the Company) paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors or senior management;