PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT ("Agreement"), dated as of the 31st day of July,
1997, is entered into by and between MOBILE MINI, INC., a Delaware corporation
(the "Company"), and ARIZONA LAND INCOME CORPORATION, an Arizona corporation
(the "Lender").
RECITALS:
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A. The Company and the Lender have entered into a financing
transaction pursuant to which the Company has executed that certain Senior
Subordinated Promissory Note dated July 31, 1997 (the "Note") in favor of the
Lender. All capitalized terms used as defined terms in this Agreement, unless
otherwise expressly provided herein, shall have the meaning set forth in the
Note.
B. Pursuant to the Note, the Company has agreed to establish an
interest reserve account (the "Reserve Account") and to grant to the Lender a
security interest in such Reserve Account to secure all obligations of the
Company arising under the Note in accordance with the terms of this Agreement.
AGREEMENTS:
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NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the Company and the Lender agree as follows:
I. Security Interest. The Company hereby pledges and grants to the Lender and
its successors and assigns a security interest in all of the Company's right,
title and interest in and to all of the following: (i) the Reserve Account which
has been established at Bank One Arizona, N.A. (the "Bank"), as further
identified on Exhibit A attached hereto, and (ii) any and all funds of the
Company deposited therein and any earnings therefrom (collectively,
"Collateral"); provided, that so long as no Event of Default shall have occurred
and be continuing, the Company shall be entitled to retain for its own account
any interest earned on the Reserve Account. Without limiting the foregoing
pledge and grant of security interest, and regardless of whether an Event of
Default (as defined in the Note) shall have occurred and be continuing, so long
as the Note is outstanding, the Company shall be permitted to use any funds
constituting the Collateral only to pay interest under the Note as set forth
therein. The Company shall promptly provide notice of the foregoing pledge and
security interest to the Bank, in such form as is reasonably acceptable to the
Lender, and shall obtain the acknowledgement of the Bank of the terms thereof.
II. Indebtedness Secured.
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A. Description of Indebtedness. This Agreement is made for the purpose of
securing the following:
1. payment of the principal amount of the Note, together with unpaid
interest, and any extension, modification, substitution or renewal thereof; and
2. performance of any and all other obligations of the Company arising
under the Note.
B. Pledge Obligations. The term "Pledge Obligations" as used herein shall
mean, collectively, the monetary, performance and other obligations at any time
secured hereby.
III. Representations and Warranties. The Company represents and warrants and, so
long as any Pledge Obligations remain unpaid or unperformed, shall continuously
represent and warrant that: (i) each instrument or document constituting or
evidencing ownership of the Collateral is genuine and is in all respects what it
purports to be; (ii) the Company is the owner of the Collateral free of all
security interests or other encumbrances other than those granted pursuant to
this Agreement in favor of the Lender, and no effective financing statement
covering the Collateral has been filed or recorded in any public office other
than those filed or recorded pursuant to this Agreement in favor of the Lender;
(iii) the Company is authorized to enter into this Agreement; and (iv) the
security interest granted to the Lender pursuant to this Agreement with respect
to all amounts held in the Reserve Account is a first and prior security
interest in such Collateral.
IV. Affirmative Covenants. So long as any Pledge Obligations remain unpaid, the
Company will defend the Collateral against the claims and demands of all other
parties, will keep the Collateral free from all security interests or other
encumbrances other than the Lender's, and will not sell, transfer, assign,
deliver or otherwise dispose of any of the Collateral or any interest therein
other than in accordance with the terms of the Note without the prior written
consent of the Lender.
V. Remedies. In the event of any Event of Default under the Note arising as a
result of the Company's failure to pay when due any interest thereunder and the
Company's failure to cure such default within ten (10) days after receipt of
written notice thereof (stating that a failure to cure such default will result
in the application of the Collateral to the payment of obligations under the
Note), the Lender shall have the right to apply all or any part of the
Collateral to payment of interest due under the Note. After such application and
provided the obligations of the Company hereunder have been fully satisfied, the
Lender shall hold the balance of the Collateral (if any) for disposal by the
Company or such other person as is entitled thereto by law. The Company shall
remain liable for any and all of its obligations hereunder or under the Note in
excess of any amount so applied.
VI. Miscellaneous.
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A. Waivers. No waiver by the Lender of any of its rights or remedies
hereunder or otherwise shall be considered a waiver of any other or subsequent
right or remedy of the Lender; no delay or omission in the exercise or
enforcement by the Lender of any rights or remedies shall ever be construed as a
waiver of any right or remedy of the Lender; and no exercise or enforcement of
any such right or remedy shall ever be held to exhaust any right or remedy of
the Lender.
B. Preservation of Security Interest. The Lender shall have no
obligation to take, and the Company shall have the sole responsibility for
taking, any and all steps to preserve the Lender's rights against any and all
other parties with respect to the Collateral.
C. Binding Effect, Assignment and Entire Agreement. This Agreement
shall inure to the benefit of, and shall be binding upon, the respective
successors and assigns of the parties hereto. The Company has no right to assign
any of its rights or obligations hereunder without the prior written consent of
the Lender. This Agreement, and the documents executed and delivered pursuant
hereto, constitute the entire agreement between the parties, and may be amended
or modified only by a writing signed on behalf of each party.
D. Governing Law. This Agreement and the transaction evidenced hereby
shall be governed by the laws of the State of Arizona (without reference to the
provisions thereof relating to conflicts of laws).
E. Notice. Whenever it is provided herein that notice, demand,
request, consent, approval or other communication shall or may be given to, or
served upon, any of the parties, or whenever any of the parties hereto desires
to give or serve upon the other any notice, demand, request, consent, approval
or other communication with respect hereto, each such notice, demand, request,
consent, approval or other communication shall be in writing and shall be
effective for any purpose only if given or served by (a) certified or registered
U.S. Mail, postage prepaid, return receipt required, (b) personal delivery with
a signed receipt or (c) a recognized national courier service, addressed as
follows:
If to the Company: MOBILE MINI, INC.
1834 West Third Street
Tempe, Arizona 85281
Attn: Lawrence Trachtenberg
If to the Lender: ARIZONA LAND INCOME CORPORATION
2999 North 44th Street, Suite 100
Phoenix, Arizona 85018
Attn: Tom Hislop
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Any such notice may be given, in the manner provided in this Section, on either
party's behalf by its attorneys designated by such party by notice hereunder.
Every notice given hereunder shall be effective on the date actually received,
as indicated on the receipt therefor or on the date delivery thereof is refused
by the recipient thereof. Any party hereto may by notice delivered to the other
parties, change its address for purposes of this Agreement.
F. Expenses. The Company shall pay all costs and expenses incurred by the
Lender in enforcing this Agreement and in realizing upon the Collateral,
including, without limitation, if the Lender retains counsel for any such
purpose, its reasonable attorneys' fees and expenses actually incurred.
G. Counterparts. This Agreement may be executed in counterparts, each of
which shall be an original but all of which together shall constitute one and
the same Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
"the Company" MOBILE MINI, INC.
a Delaware corporation
By:________________________________
Name:______________________________
Title:_____________________________
"the Lender" ARIZONA LAND INCOME CORPORATION, an
Arizona corporation
By:________________________________
Name:______________________________
Title:_____________________________
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Exhibit A
RESERVE ACCOUNT
Account No. 4003-8927 at
Bank One
ABA # 1221-00024
44 West Broadway Road
Tempe, AZ 85285
Exhibit B
NOTICE OF PLEDGE
(see attached)