AMENDMENT NUMBER FOUR
TO
CREDIT AGREEMENT
This AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT (this "Amendment"),
dated as of July 30, 1997, is entered into by and among MOBILE MINI, INC., a
Delaware corporation (the "Borrower"), each financial institution a party to the
Credit Agreement (collectively, the "Lenders"), and BT COMMERCIAL CORPORATION
acting as agent for the Lenders ("BTCC"), in light of the following facts:
R E C I T A L S
A. The parties hereto have previously entered into that certain Credit
Agreement, dated as of March 28, 1996, as amended by that certain Amendment
Number One to Credit Agreement, dated as of November __, 1996, that certain
Amendment Number Two to Credit Agreement, dated as of March 24, 1997, and that
certain Amendment Number Three to Credit Agreement, dated as of March 31, 1997
(as amended, the "Agreement").
B. Borrower has sold or will sell an aggregate amount of Six Million
Dollars ($6,000,000), which amount shall be net of any subordinated bridge loan
proceeds, if such bridge loans are repaid in full, of subordinated, unsecured
notes (the "Subordinated Debt") pursuant to the $3,000,000 Senior Subordinated
Promissory Note, dated July 30, 1997, (the "Bridge Note") by and between
Borrower and Arizona Land Income Corporation ("ALIC") and certain other
substantially similar subordinated notes by and between Borrower and ALIC (the
"Subsequent Financing"). The Bridge Loan will be paid in full upon consummation
of the Subsequent Financing.
C. The parties hereto desire to amend the Agreement in accordance with
the terms of this Amendment.
A G R E E M E N T
NOW, THEREFORE, the parties hereto agree as follows:
1. Defined Terms. All initially capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Agreement.
2. Amendment to Section 2.2. Section 2.2(a) of the Agreement is hereby
amended by deleting the phrase "which shall not exceed $35,000,000" from such
Section and replacing it with the phrase "which shall not exceed $40,000,000".
3. Amendment of Annex I. Annex I of the Agreement is hereby amended by
deleting the amount of the Revolving Credit Commitment for each Lender and
replacing such amounts as follows:
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Lender Revolving Credit Commitment ($)
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BT Commercial Corporation 13,333,333.34
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Nationsbank of Texas, N.A. 13,333,333.33
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Deutsche Financial Services Corporation 13,333,333.33
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4. Subordinated Debt.
(a) BTCC consents to Borrower's sale of the Bridge Note to
ALIC, and such sale shall not constitute an Event of Default under the
Agreement.
(b) The Subordinated Debt shall not exceed Six Million Dollars
($6,000,000). In the event the Subordinated Debt exceeds Six Million Dollars
($6,000,000), such occurrence shall constitute an Event of Default under the
Agreement.
(c) With regard to Section 8.8 of the Agreement only,
Borrower's sale of the Subordinated Debt to ALIC shall be treated as a sale of
equity securities, and Borrower shall be subject to the terms and conditions of
Section 8.8 as a result thereof. In addition, with regard to the Subordinated
Debt and its treatment as an equity security under Section 8.8 only, during the
term of this Agreement and so long as there is no continuing Event of Default,
Borrower may carry forward and add to the next year's Capital Expenditure
limitation amount the unused portion of the limitation amount for the prior
year, up to a maximum of one hundred percent (100%) of the prior year's
limitation.
(d) In connection with the Subordinated Debt, the Collateral
under the Agreement shall exclude the Reserve Account (as that term is defined
in the Bridge Note and as that term is defined in any other Subordinated Debt so
long as such definition is substantially similar to the definition of Reserve
Account under the Bridge Note) provided, however, the funds in the Reserve
Account shall not exceed $375,000 at any time.
5. Amendment to Section 1.1. Section 1.1 is amended by inserting the
following in the definition of "Consolidated Tangible Net Worth" between
"Lenders" and the period at the end of the first and only sentence of the
Section:
"provided, however, that the Subordinated Debt and any
proceeds thereof shall be excluded from the calculation of
Consolidated Tangible Net Worth herein."
6. Amendment to Section 8.9(a). Section 8.9(a) of the Agreement is
hereby amended by inserting before the semicolon the following:
", and Indebtedness under the Subordinated Debt".
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7. Amendment to Section 8.4. Section 8.4 is amended by deleting the
Ratios for the four quarters of 1998 and replacing such Ratios as set forth
below:
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For Quarters Ended Ratio
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3/31/98 2.00:1.0
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6/30/98 2.00:1.0
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9/30/98 2.20:1.0
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12/31/98 2.35:1.0
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8. Amendment to Section 8.7. Section 8.7 of the Agreement is hereby
amended by deleting such Section in its entirety and replacing it with the
following:
"8.7 Minimum Utilization Rates. The Borrower shall
maintain minimum utilization rates for each fiscal quarter, calculated at the
end of each such quarter as the average amount during such quarter, and
calculated as:
(a) (i) the number of units of Borrower's Eligible
Container Fleet Inventory which is then subject to valid, current rental or
lease agreements between Borrower and the renters or lessees thereof, divided by
the aggregate number of units of Borrower's Eligible Container Fleet Inventory,
of not less than eighty-three percent (83%) for the second quarter of the fiscal
year ending December 31, 1997 and eighty-five percent (85%) for each other
quarter; and
(b) (i) the number of units of Borrower's Eligible
Container Fleet Inventory which is then subject to valid, current rental or
lease agreements between Borrower and the renters or lessees thereof, divided by
(ii) sum of (A) the number of units of Borrower's Eligible Container Fleet
Inventory, and (B) the number of units of Borrower's Eligible Container
Inventory Held For Sale plus the number of units of Borrower's Eligible Primary
Raw Materials Inventory consisting of unrefurbished ISO units, of not less than
seventy-eight percent (78%) for the second quarter of the fiscal year ending
December 31, 1997 and eighty percent (80%) for each other quarter; provided,
that for the purposes of calculation of compliance with this Section 8.7(b), the
aggregate of the number of units of Eligible Container Inventory Held For Sale
plus the number of units of Borrower's Eligible Primary Raw Materials Inventory
consisting of unrefurbished ISO units, as a percentage of the sum of clauses (A)
and (B) above, shall not exceed five percent (5%)."
9. Amendment to Section 8.10. Section 8.10 of the Agreement is hereby
amended by adding to such Section the following subparagraph:
" (k) Deposits or pledges to support Borrower's interest
payment obligations under the Subordinated Debt pursuant to
the terms of such Subordinated Debt, so long as such deposit
or pledge relates to an amount
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which does not exceed the amount equal to one six-month period
of interest on the principal balance of the Subordinated
Debt."
10. Guaranties of the Subordinated Debt. Notwithstanding Section 8.11
of the Agreement, the Material Subsidiaries may guarantee the Subordinated Debt
but such guaranties shall be subordinate to any guaranties or obligations by the
Material Subsidiaries in favor of the Lenders.
11. Conditions Precedent. The effectiveness of this Amendment is
subject to and conditioned upon the fulfillment of each and all of the following
conditions precedent:
(a) BTCC shall have received this Amendment duly executed by
Borrower and Majority Lenders;
(b) BTCC shall have received an affirmation letter duly
executed by each guarantor under the Guaranties, indicating the consent by each
such guarantor to the execution and delivery by Borrower of this Amendment;
(c) BTCC shall have received payment for all fees in
connection with this Amendment from Borrower;
(d) BTCC shall have received executed replacement revolving
promissory notes for each lender under the Agreement in form and substance
satisfactory to BTCC pursuant to the amendments to the Agreement under Sections
2 and 3 herein;
(e) BTCC shall have approved of the terms and conditions of
the Subordinated Debt (such approval not to be unreasonably withheld), and such
Subordinated Debt shall provide, among other things, subordination terms
acceptable to BTCC in its reasonable business judgment; and
(f) BTCC shall have received executed modifications or other
necessary documents and such title insurance as BTCC shall require, either by
endorsement to the policy of title insurance, or by a new policy of title
insurance, insuring such deed(s) of trust or mortgages and that the lien(s)
created thereby continue to be first priority lien, all in form and substance
satisfactory to BTCC in its sole and absolute discretion, and subject to such
exceptions as are approved by BTCC.
12. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which
when so executed and delivered shall be deemed to be an original. All such
counterparts, taken together, shall constitute but one and the same Amendment.
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13. Reaffirmation of the Agreement. Except as specifically amended by
this Amendment, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed at Los Angeles, California as of the date first hereinabove written.
MOBILE MINI, INC.,
a Delaware corporation
By:
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Larry Trachtenberg,
Chief Financial Officer
BT COMMERCIAL CORPORATION,
a Delaware corporation,
individually and as agent
By:
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Title:
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NATIONSBANK OF TEXAS, N.A.
By:
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Title:
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DEUTSCHE FINANCIAL SERVICES
CORPORATION
By:
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Title:
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CONSENT OF GUARANTORS
Each of the undersigned, as a guarantor of the obligations of MOBILE
MINI, INC., a Delaware corporation ("Borrower"), arising out of that certain
Credit Agreement, dated as of March 28, 1996, as amended by that certain
Amendment Number One to Credit Agreement, dated as of November __, 1996, that
certain Amendment Number Two to Credit Agreement, dated as of March 24, 1997,
and that certain Amendment Number Three to Credit Agreement, dated as of March
31, 1997 (as amended, the "Agreement"), among BT Commercial Corporation, a
Delaware corporation ("Agent") and the lenders party thereto ("Lenders"), on the
one hand, and Borrower, on the other hand, hereby acknowledges receipt of a copy
of that certain Amendment Number Four to Credit Agreement, dated as of July
[__],1997, among Agent, Lenders and Borrower, consents to the terms contained
therein, and agrees that the Continuing Guaranty executed by each of the
undersigned shall remain in full force and effect as a continuing guaranty of
the obligations of Borrower owing to Agent and Lenders under the Agreement.
Although Agent has informed us of the matters set forth above, and we
have acknowledged same, we understand and agree that Agent has no duty under the
Agreement, the Continuing Guaranty or any other agreement between us to so
notify us or to seek an acknowledgment, and nothing contained herein is intended
to or shall create such a duty as to any advances or transactions hereafter.
IN WITNESS WHEREOF, each of the undersigned has caused this Consent of
Guarantors to be duly executed by its respective authorized officers as of July
30, 1997.
MOBILE MINI I, INC.,
an Arizona corporation
By
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Title
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DELIVERY DESIGN SYSTEMS, INC.,
an Arizona corporation
By
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Title
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