Exhibit 10.3.1(12)
SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
AND CONSENT OF GUARANTORS
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
AND CONSENT OF GUARANTORS (this "Amendment") is dated as of September 30, 2001
and entered into by and among MOBILE MINI, INC., a Delaware corporation
("Borrower"), the banks and other financial institutions signatory hereto that
are parties as Lenders to the Credit Agreement referred to below (the
"Lenders"), and BT COMMERCIAL CORPORATION, as agent (in such capacity, the
"Agent") for the Lenders and the Issuing Bank (as defined in the Credit
Agreement referred to below).
RECITALS
Whereas, the Borrower, the Lenders, and the Agent have entered
into that certain Amended and Restated Credit Agreement dated as of December 27,
1999, as amended by that certain First Amendment to Amended and Restated Credit
Agreement and Consent of Guarantors dated as of July 25, 2000 (the "Credit
Agreement"; capitalized terms used in this Amendment without definition shall
have the meanings given such terms in the Credit Agreement);
Whereas, the Borrower desires to form wholly-owned
Subsidiaries to conduct business in certain jurisdictions and to transfer assets
in such jurisdictions to such Subsidiaries and has requested that such
Subsidiaries be additional borrowers, jointly and severally with the Borrower,
under the Credit Agreement;
Whereas, the Borrower has also requested certain amendments to
the Credit Agreement; and
Whereas, the Lenders and the Agent are willing to agree to the
amendments requested by the Borrower, on the terms and conditions set forth in
this Amendment;
NOW THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the Borrower, the Lenders, and the Agent agree as
follows:
1. AMENDMENTS TO CREDIT AGREEMENT. Subject to the conditions
and upon the terms set forth in this Amendment and in reliance on the
representations and warranties of the Borrower set forth in this Amendment, the
Credit Agreement is hereby amended as follows:
1.1 AMENDMENTS TO DEFINITIONS. (a) The following
definitions in Section 1.1 of the Credit Agreement are amended as set forth
herein:
(i) Clause (c) is added to "Change of Control" as
follows:
"or (c) any Subsidiary Borrower ceases to be a
wholly-owned Subsidiary of the Borrower."
(ii) The definition of "Collateral Documents" is
amended to add "any Joinder Agreement, any Subsidiary Borrower Security
Agreement," before "Mortgages."
(iii) Each of the definitions of Eligible Accounts
Receivable, Eligible Container Fleet Inventory, Eligible Container
Inventory Held for Sale, Eligible Goods Inventory, Eligible Inventory,
Eligible Other Raw Materials Component Inventory, Eligible Primary Raw
Materials Inventory, Eligible Raw Materials Inventory, Eligible Trailer
Fleet Inventory and Eligible Work-in-Process Container Inventory is
amended to add "and the Subsidiary Borrowers" after "the Borrower"
every place that term appears.
(iv) The definition of "Obligations" is amended to
add "and the Subsidiary Borrowers" after "the Borrower".
(v) The definition of "Revolving Note" is amended to
add "or a Subsidiary Borrower" after "the Borrower".
(vi) The definition of "Subsidiary" is amended to add
at the end of such definition "or a partnership of which such Person is
a general partner."
(b) The following definitions are added to Section
1.1 of the Credit Agreement in proper alphabetical order:
Borrower Guaranty means the Guaranty and Contribution
Agreement executed by each of the Borrower and each Subsidiary
Borrower.
Joinder Agreement means, as to each Subsidiary
Borrower, an agreement, substantially in the form attached to the
Second Amendment, pursuant to which such Subsidiary Borrower becomes a
party to this Credit Agreement, the Subsidiary Borrower Security
Agreement, the Borrower Guaranty and the other Credit Documents to
which the Borrower is a party, and entitled to borrow Revolving Loans.
Second Amendment means the Second Amendment to
Amended and Restated Credit Agreement and Consent of Guarantors dated
as of September 30, 2001 among the Borrower, the Lenders and the Agent.
Subsidiary Borrower means a wholly-owned Subsidiary
of the Borrower designated by the Borrower to become a Subsidiary
Borrower hereunder in accordance with Section 8.19 of this Credit
Agreement.
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Subsidiary Borrower Security Agreement means a
security agreement executed by a Subsidiary Borrower in favor of the
Agent.
1.2 AMENDMENT TO SECTION 2.2(a). Section 2.2(a) of
the Credit Agreement is deleted in its entirety and replaced with the following:
"(a) Subject to the terms and conditions set forth in
this Credit Agreement, on and after the Closing Date and to and
excluding the Expiration Date, each Lender severally agrees to make
loans and advances to the Borrower and the Subsidiary Borrowers
("Revolving Loans") in an aggregate amount not to exceed at any time
its Proportionate Share of the lesser of (x) the total Revolving Credit
Commitments (which shall not exceed $160,000,000) or the Borrowing
Base, minus in each case the then outstanding Letter of Credit
Obligations. The Borrower and the Subsidiary Borrowers shall be jointly
and severally liable for the Revolving Loans."
1.3 NEW SECTION 2.8. Section 2.8 is added to the
Credit Agreement to read as follows:
"2.8 JOINT AND SEVERAL LIABILITY; BORROWING AGENCY
PROVISIONS. At the request of, and solely as an accommodation to,
the Borrower, the Lenders have agreed to make the Revolving Loans
to, and to issue Letters of Credit for, the Borrower and the
Subsidiary Borrowers on a joint and several basis as
co-borrowers. Each of the Borrower and the Subsidiary Borrowers
shall, as of the effective date of the Second Amendment, be
jointly and severally liable for all Obligations other than the
Obligations of the Borrower with respect to the Term Loans and
the Term Notes. In order to facilitate the co-borrowing
arrangement, each Subsidiary Borrower hereby irrevocably
designates the Borrower to be its agent and attorney-in-fact for
purposes of the Credit Documents, and each of them hereby
irrevocably authorizes such agent in such capacity to take such
actions on its behalf and to exercise such powers under this
Credit Agreement and the other Credit Documents on its behalf as
may otherwise be exercised by such Subsidiary Borrower, together
with such powers as are incidental thereto, including without
limitation to borrow Revolving Loans, to execute and deliver
Notices of Borrowing, Notices of Conversion, Notices of
Continuation, requests for Letters of Credit, Borrowing Base
Certificates and such other documents, instruments and
certificates required by the Credit Documents in connection with
any borrowing or repayment of the Revolving Loans, to borrow,
repay, reborrow, convert and continue Revolving Loans and to
receive proceeds of Revolving Loans and to give all other notices
and consents hereunder. Each Subsidiary Borrower further
irrevocably authorizes the Agent to act on all such documents,
instruments and certificates delivered by such agent and
attorney-in-fact, and to pay over and credit the proceeds of any
Revolving Loans so requested to the Borrower or at its direction.
The Borrower hereby accepts the appointment to act as agent and
attorney in fact for the Subsidiary Borrowers. The Agent and each
Lender shall be entitled to rely absolutely on the appointment
and authorization of the Borrower to act on behalf of the
Subsidiary Borrowers with respect to all matters
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relating to this Agreement and the other Credit Documents,
whether or not any provision of this Agreement or any other
Credit Documents specifically provides that action may or
shall be taken by the Borrower on behalf of the Subsidiary
Borrowers. Each Subsidiary Borrower agrees that each notice,
election, representation and warranty, covenant, agreement and
undertaking made on its behalf by the Borrower shall be deemed
for all purposes to have been made by such Subsidiary Borrower
and shall be binding upon and enforceable against such
Subsidiary Borrower to the same extent as if the same had been
made directly by such Subsidiary Borrower."
1.4 AMENDMENT TO SECTIONS 4.1, 4.2 AND 4.3. Any
change in the interest rate under Sections 4.1 or 4.2 or in the Letter of Credit
Fees under Section 4.4 based upon a change in the Debt Ratio shall be effective
on the first day of the month following the date of receipt by the Agent of the
Financial Statements and Compliance Certificate required by Section 7.1(a) or
(c), as applicable, for the prior fiscal quarter.
1.5 AMENDMENT TO SECTION 4.7. A new Section 4.7 (b)
is added to read as follows:
"(b) Prepayments from Proceeds of Indebtedness. If
the Borrower issues Indebtedness permitted by Section 8.9(f), the cash
proceeds thereof (net of customary fees and expenses incurred in
connection therewith) shall be applied to repay the outstanding
Revolving Loans, without reduction of the Commitments."
1.6 AMENDMENTS TO SECTIONS 4.9, 4.10 AND 4.11.
Sections 4.10 and 4.11 are amended to require that each Subsidiary Borrower
shall maintain Blocked Accounts and a Concentration Account in accordance with
Section 4.10, as if it were the "Borrower", and that payments received from any
Subsidiary Borrower shall be applied to the Revolving Loans in accordance with
Sections 4.9 and 4.11, as if it were the "Borrower."
1.7 AMENDMENT TO SECTION 4.13(b). Section 4.13(b) is
amended to delete the reference to "$2,000,000" and to replace it with
"$1,000,000".
1.8 AMENDMENT TO SECTION 4.13(c). Clause (v) of
Section 4.13(c) is amended to delete the reference to "4" and to replace it with
"8".
1.9 AMENDMENT TO SECTION 6.1. Clause (i) of Section
6.1 is deleted and replaced with:
"is a corporation, limited liability company or a partnership, as the
case may be, duly organized, validly existing and in good standing
under the laws of the state of its organization".
1.10 AMENDMENTS TO SECTION 8.5. Section 8.5 is
amended to add the following at the end of such Section: "for all fiscal
quarters until the fiscal quarter ending
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December 31, 2003, when such requirement shall be reduced to 1.25:1.0 for such
fiscal quarter and all fiscal quarters thereafter."
1.11 AMENDMENTS TO SECTIONS 8.7 AND 8.8. Sections 8.7
and 8.8 are deleted in their entirety and replaced with the following:
"8.7 Minimum Utilization Rates. The Borrower and the
Subsidiary Borrowers 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) the number of units of the Eligible
Container Fleet Inventory of the Borrower and the Subsidiary
Borrowers which is then subject to valid, current rental or
lease agreements between the Borrower or a Subsidiary Borrower
and the renters or lessees thereof, divided by the aggregate
number of units of the Eligible Container Fleet Inventory of
the Borrower and the Subsidiary Borrowers, of not less than
seventy-seven and one-half percent (77.5%) in the first fiscal
quarter of each year and eighty percent (80%) in each other
fiscal quarter; and
(b) (i) the number of units of the Eligible
Container Fleet Inventory of the Borrower and the Subsidiary
Borrowers which is then subject to valid, current rental or
lease agreements between the Borrower or a Subsidiary Borrower
and the renters or lessees thereof, divided by (ii) sum of (A)
the number of units of the Eligible Container Fleet Inventory
of the Borrower and the Subsidiary Borrowers, and (B) the
number of units of the Eligible Container Inventory Held For
Sale of the Borrower and the Subsidiary Borrowers plus the
number of units of the Eligible Primary Raw Materials
Inventory of the Borrower and the Subsidiary Borrower
consisting of unrefurbished ISO units, of not less than
seventy-two and one-half percent (72.5%) in the first fiscal
quarter in each year and seventy-five percent (75%) in each
other fiscal 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 the
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%).
8.8 Capital Expenditures. The Borrower and its
Subsidiaries shall not make payments for Capital Expenditures
(net of sales of Eligible Container Fleet Inventory) in excess
of the following amounts per fiscal year; provided, that as
long as no Event of Default shall have occurred and be
continuing, the Credit Parties may carry forward and add to
the next year's limitation amount (but not beyond such next
year) the unused portion of the limitation on Capital
Expenditures for the prior year, up to a maximum of one
hundred percent (100%) of the prior year's limitation amount;
and provided, further, that the amount set forth in this
Section 8.8 shall be increased by an amount equal to three
hundred
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percent of the net proceeds received by the Borrower from any
sale of equity securities of the Borrower (the "CapEx Equity
Increase") subject to the limitations described below. The
Borrower and its Subsidiaries shall not make any Capital
Expenditures that are not directly related to the business
conducted on the Closing Date by the Borrower and its
Subsidiaries. Notwithstanding the foregoing, as long as no
Event of Default shall have occurred and be continuing (a) for
each fiscal year ending December 31, 2001 and December 31,
2002, the Credit Parties may carry forward the aggregate CapEx
Equity Increase arising from the Borrower's sale of equity
securities during the Borrower's fiscal year ending December
31, 1999, to the extent such aggregate CapEx Equity Increase
does not exceed $111,000,000, by an amount not to exceed the
portion of the such CapEx Equity Increase not counted towards
the payment of Capital Expenditures during the prior fiscal
year (up to a maximum of one hundred percent (100%) of the
prior year's limitation amount); and (b) any subsequent CapEx
Equity Increase may be carried forward to any subsequent
fiscal year.
CAPITAL EXPENDITURES FOR PLANT,
PROPERTY AND EQUIPMENT ONLY (I.E.,
EXCLUDING CONTAINER FLEET INVENTORY
FISCAL YEAR ENDED CAPITAL EXPENDITURES HELD FOR SALE)
12/31/99 $10,900,000 $2,600,000
and thereafter
1.12 AMENDMENTS TO SECTION 8.9. Section 8.9 is
amended to (a) delete the reference in subsection (d) to "$1,250,000" and
replace it with "2,500,000" and
(b) add the following:
"(e) Indebtedness consisting of loans or
advances by the Borrower to a Subsidiary Borrower or by a
Subsidiary Borrower to the Borrower or another Subsidiary
Borrower; provided that all such loans and advances are
evidenced by a promissory note, which is pledged to the Agent;
and
(f) Indebtedness of the Borrower in an
aggregate principal amount at any time outstanding not to
exceed $140,000,000; provided that (i) such Indebtedness is
unsecured and shall have such payment and other terms
acceptable to the Agent, and shall be subordinated in right to
payments on terms acceptable to the Agent, (ii) at the time
such Indebtedness is issued, and after giving pro forma effect
thereto, no Default or Event of Default shall exist, and (iii)
the net cash proceeds shall be applied to repay the
Obligations as required by Section 4.7(b)."
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1.13 AMENDMENT TO SECTION 8.17. Section 8.17 of the
Credit Agreement is amended to delete the reference to "$200,000" and to replace
it with "$500,000".
1.14 AMENDMENT TO SECTION 8.19. Section 8.19 is
deleted in its entirety and replaced by the following:
"8.19 No Subsidiaries. The Borrower shall not,
directly or indirectly, form or acquire any new Subsidiaries,
except (a) in connection with Permitted Acquisitions in
compliance with Section 8.21, and (b) if each of the following
conditions is met:
(i) each new Subsidiary is a wholly-owned
Subsidiary of the Borrower created to conduct business in a
specific jurisdiction;
(ii) both before and after giving effect to
the creation of such Subsidiary and the transfer of any assets
from the Borrower to such Subsidiary, all representations and
warranties of the Credit Parties contained in any Credit
Document are true and correct (except such revisions as are
necessary to reflect the formation of such new Subsidiary), no
Default or Event of Default shall have occurred and be
continuing, and all Credit Parties shall be solvent (as
represented in Section 6.7);
(iii) the Borrower shall have delivered to
the Agent written notice at least fifteen (15) Business Days
prior to consummation of any transfer of assets to, or
acquisition of assets by, such new Subsidiary, describing in
reasonable detail the proposed new Subsidiary and its assets;
(iv) any such new Subsidiary shall become a
Subsidiary Borrower hereunder, by execution and delivery of a
Joinder Agreement, and shall have executed and delivered to
the Agent such Collateral Documents and other documents as are
necessary (or advisable in the Agent's judgment) under
applicable Requirements of Law in order to grant the Agent a
perfected first priority security interest and Lien in the
assets of, and ownership interests in, such Subsidiary
(subject only to Permitted Liens); and the Borrower shall
execute and deliver an amendment to the Pledge Agreement in
form and substance satisfactory to the Agent, together with
stock certificates and promissory notes and other instruments
endorsed in blank, to pledge all equity interests in such new
Subsidiary;
(v) if required by the Agent, the Agent
shall have received opinions of counsel, in form and substance
satisfactory to it, as to the due execution, delivery and
enforceability of the Credit Documents executed by such new
Subsidiary, together with such evidences of solvency,
certificates, Certificates of Title, and other documents and
instruments reasonably requested by the Agent; and
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(vi) there shall be no more than seven (7)
Subsidiary Borrowers under this Agreement."
1.15 AMENDMENT TO SECTION 8.20. Section 8.20 is
amended to add at the end of such Section "and liabilities in connection with
operating leases not exceeding $2,500,000 in the aggregate at any time
outstanding."
1.16 AMENDMENT TO SECTION 11.7. All notices to be
delivered to the Borrower or any Subsidiary Borrower shall be delivered to:
Mobile Mini, Inc.
7420 South Kyrene Road
Suite 101
Tempe, Arizona 85238
Attn: Steven Bunger, Chief Executive Officer and
Larry Trachtenburg, Executive Vice President
Facsimile: 480-894-6433
2. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. In order to
induce the Lenders and the Agent to enter into this Amendment, the Borrower
represents and warrants to each Lender, the Issuing Bank and the Agent that the
following statements are true, correct and complete:
2.1 POWER AND AUTHORITY. Each of the Credit Parties
has all corporate power and authority to enter into this Amendment and, as
applicable, the Consent of Guarantors attached hereto (the "Consent") and the
Credit Documents required to be delivered hereunder, and to carry out the
transactions contemplated by, and to perform its obligations under or in respect
of, the Credit Agreement as amended hereby and such Credit Documents.
2.2 CORPORATE ACTION. The execution and delivery of
this Amendment, the Consent and the Credit Documents required to be delivered
hereunder and the performance of the obligations of each Credit Party under or
in respect of the Credit Agreement as amended hereby and such Credit Documents
have been duly authorized by all necessary corporate action on the part of each
of the Credit Parties.
2.3 NO CONFLICT OR VIOLATION OR REQUIRED CONSENT OR
APPROVAL. The execution and delivery of this Amendment, the Consent and the
Credit Documents required to be delivered hereunder and the performance of the
obligations of each Credit Party under or in respect of the Credit Agreement as
amended hereby and such Credit Documents do not and will not conflict with or
violate (a) any provision of the governing documents of any Credit Party, (b)
any Requirement of Law, (c) any order, judgment or decree of any court or other
governmental agency binding on any Credit Party or any of its Subsidiaries, or
(d) any indenture, agreement or instrument to which any Credit Party or any of
its Subsidiaries is a party or by which any Credit Party or any of its
Subsidiaries, or any property of any of them, is bound, and do not and will not
require any consent or approval of any Person.
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2.4 EXECUTION, DELIVERY AND ENFORCEABILITY. This
Amendment, the Consent and the Credit Documents required to be delivered
hereunder have been duly executed and delivered by each Credit Party which is a
party thereto and are the legal, valid and binding obligations of such Credit
Party, enforceable in accordance with their terms, except as enforceability may
be affected by applicable bankruptcy, insolvency, and similar proceedings
affecting the rights of creditors generally, and general principles of equity.
2.5 NO DEFAULT OR EVENT OF DEFAULT. No event has
occurred and is continuing or will result from the execution and delivery of
this Amendment, the Consent and the Credit Documents required to be delivered
hereunder that would constitute a Default or an Event of Default.
2.6 NO MATERIAL ADVERSE EFFECT. No event has occurred
that has resulted, or could reasonably be expected to result, in a Material
Adverse Effect.
2.7 REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties contained in the Credit Documents is and will be
true and correct in all material respects on and as of the date hereof and as of
the effective date of this Amendment, except to the extent that such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects as of such
earlier date.
3. CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT. This
Amendment shall be effective only if and when signed by, and when counterparts
hereof shall have been delivered to the Agent (by hand delivery, mail or
telecopy) by, the Borrower and Majority Lenders and only if and when each of the
following conditions is satisfied:
3.1 CONSENT OF GUARANTORS. Each of the Guarantors
shall have executed and delivered to the Agent the Consent.
3.2 OTHER CREDIT DOCUMENTS. The Agent shall have
received the following: (a) a Joinder Agreement, duly executed by each
Subsidiary Borrower, together with all Schedules thereto; (b) a Revolving Note
for each Lender from each Subsidiary Borrower; (c) a Subsidiary Borrower
Security Agreement, duly executed by each Subsidiary Borrower; (d) the Borrower
Guaranty, executed by each of the Borrower and each Subsidiary Borrower; (e)
such financing statements and other Credit Documents as the Agent may require to
perfect all Liens granted by the Credit Documents; (f) opinions of counsel, in
form and substance satisfactory to the Agent; and (g) such other documents (or
amendments to the Credit Documents) as the Agent may reasonably require to
effect the transactions contemplated by this Amendment.
3.3 NO DEFAULT OR EVENT OF DEFAULT; ACCURACY OF
REPRESENTATIONS AND WARRANTIES. No Default or Event of Default shall exist and
each of the representations and warranties made by the Credit Parties herein and
in or pursuant to the Credit Documents shall be true and correct in all material
respects as if made on and as of the date on which this Amendment becomes
effective (except that any such representation or warranty that is expressly
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stated as being made only as of a specified earlier date shall be true and
correct as of such earlier date), and the Borrower shall have delivered to the
Agent a certificate confirming such matters.
3.4 CORPORATE DOCUMENTS. The Borrower shall have
delivered to the Agent copies of resolutions of each of the Credit Parties
approving and authorizing this Amendment, the Consent and the other Credit
Documents, together with an incumbency certificate for the persons executing
this Amendment, the Consent and the other Credit Documents.
3.5 OTHER DOCUMENTS. The Agent shall have received
such documents as the Agent may reasonably request in connection with this
Amendment and the Credit Documents required hereby.
4. EFFECT OF AMENDMENT. From and after the date on which this
Amendment becomes effective, all references in the Credit Documents to the
Credit Agreement shall mean the Credit Agreement as amended hereby. Except as
expressly amended hereby or waived herein, the Credit Agreement and the other
Credit Documents, including the Liens granted thereunder, shall remain in full
force and effect, and are hereby ratified and confirmed.
5. APPLICABLE LAW. THE VALIDITY, INTERPRETATIONS AND
ENFORCEMENT OF THIS AMENDMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION
WITH THIS AMENDMENT, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE,
SHALL BE GOVERNED BY THE INTERNAL LAWS AND DECISIONS OF THE STATE OF CALIFORNIA.
6. COMPLETE AGREEMENT. This Amendment and the Credit Documents
required hereunder set forth the complete agreement of the parties in respect of
any amendment to any of the provisions of any Credit Document or any waiver
thereof.
7. CAPTIONS; COUNTERPARTS. The catchlines and captions herein
are intended solely for convenience of reference and shall not be used to
interpret or construe the provisions hereof. This Amendment may be executed by
one or more of the parties to this Amendment on any number of separate
counterparts (including by telecopy), all of which taken together shall
constitute but one and the same instrument.
[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to Amended and Restated Credit Agreement and Consent of Guarantors to
be duly executed by a duly authorized officer as of the date first above
written.
MOBILE MINI, INC.
By:________________________________
Name:________________________
Title:_______________________
BT COMMERCIAL CORPORATION,
as Agent
By:________________________________
Name:________________________
Title:_______________________
BANKERS TRUST COMPANY,
as a Lender
By:________________________________
Name:________________________
Title:_______________________
BANK OF AMERICA, N.A.,
as a Lender
By:________________________________
Name:________________________
Title:_______________________
DEUTSCHE FINANCIAL SERVICES
CORPORATION, as a Lender
By:________________________________
Name:________________________
Title:_______________________
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SUMMIT BUSINESS CAPITAL CORP.,
as a Lender
By:________________________________
Name:________________________
Title:_______________________
BANK ONE, ARIZONA, NA,
as a Lender
By:________________________________
Name:________________________
Title:_______________________
LA SALLE BUSINESS CREDIT, INC.,
as a Lender
By:________________________________
By:________________________________
Name:________________________
Title:_______________________
FIRST UNION NATIONAL BANK,
as a Lender
By:________________________________
Name:________________________
Title:_______________________
BANK LEUMI USA,
as a Lender
By:________________________________
Name:________________________
Title:_______________________
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CONSENT OF GUARANTORS
Each of the undersigned is a Guarantor of the Obligations of the Borrower under
the Credit Agreement and hereby (a) consents to the foregoing Amendment, (b)
acknowledges that notwithstanding the execution and delivery of the foregoing
Amendment and the addition of the Subsidiary Borrowers in accordance with the
terms of the Credit Agreement, as amended by the Amendment (on the date hereof
or in the future), the obligations of each of the undersigned Guarantors are not
impaired or affected and the Guaranties continue in full force and effect, and
(c) ratifies its Guaranty and agrees that such Guaranty shall extend to the
Obligations of all Subsidiary Borrowers, whether now existing or hereafter
incurred.
IN WITNESS WHEREOF, each of the undersigned has executed and
delivered this Consent of Guarantors as of the 30th day of September, 2001.
MOBILE MINI I, INC.
By:________________________________
Name:________________________
Title:_______________________
DELIVERY DESIGN SYSTEMS, INC.
By:________________________________
Name:________________________
Title:_______________________