THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Exhibit 10.3.7

THIRD AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of August , 2004, and entered into by and among FLEET CAPITAL CORPORATION (“Fleet”), a Rhode Island corporation with an office at Xxx Xxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000-0000, individually as a Lender and as Agent (“Agent”) for itself and any other financial institution which is or becomes a party to the Loan Agreement referred to below (each, a “Lender” and collectively, the “Lenders”), the LENDERS signatory hereto and MOBILE MINI, INC., a Delaware corporation with its chief executive office and principal place of business at 0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000.

Whereas, Borrower, Agent, Deutsche Bank Securities Inc. and Washington Mutual Bank, as Co-Documentation Agents, Bank One, NA and XX Xxxxxx Chase Bank, as Co-Syndication Agents, and the Lenders have entered into that certain Amended and Restated Loan and Security Agreement dated as of February 11, 2002, as amended and restated as of June 26, 2003, and amended by that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of January 14, 2004 and that certain Second Amendment to Amended and Restated Loan and Security Agreement dated as of March 16, 2004 (as it may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”); capitalized terms used in this Amendment without definition shall have the meanings given such terms in the Loan Agreement; and

Whereas, Borrower has requested further amendments to the Loan Agreement; and

Whereas, the Lenders are willing to agree to amend the Loan Agreement, subject to the conditions and on the terms set forth herein;

Now Therefore, in consideration of the premises and the mutual agreements set forth herein, Borrower, the Lenders and Agent agree as follows:

1. AMENDMENT TO LOAN AGREEMENT. Subject to the conditions and on the terms set forth in this Amendment and in reliance on the representations and warranties of Borrower set forth in this Amendment, the Loan Agreement is hereby amended as follows:

1.1 Amendment to Appendix A. Appendix A of the Loan Agreement is amended to delete the grid in the definition of “Applicable Margin” and to replace it with the following:


Adjusted Debt Ratio	Base Rate Portion			LIBOR Portion
³5.25		0.75	%		2.50	%
³4.75 but <5.25		0.50	%		2.25	%
³4.0 but <4.75		0.25	%		2.00	%
<4.0		0.00	%		1.75	%

2. REPRESENTATIONS AND WARRANTIES OF BORROWER. In order to induce the Lenders and Agent to enter into this Amendment, Borrower represents and warrants to each Lender and Agent that the following statements are true, correct and complete:

2.1 Corporate Action. Borrower is duly authorized and empowered to enter into, execute, deliver and perform this Amendment and the Loan Agreement as amended hereby and Guarantors are duly authorized to enter into, execute, deliver and perform the Consent of Guarantors and Reaffirmation Agreement attached hereto (the “Guarantor Consent”). The execution, delivery and performance of this Amendment, the Loan Agreement as amended hereby and the Guarantor Consent, and the purchase of the Securities in accordance with the terms hereof, have been duly authorized by all necessary corporate or other relevant action and do not and will not (i) require any consent or approval of the shareholders of Borrower or any of the Guarantors; (ii) contravene Borrower’s or any of the Guarantors’ charter or articles or certificate of incorporation or other organizational documents, as applicable; (iii) violate, or cause Borrower or any Guarantor to be in default under, any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award in effect having applicability to Borrower or any Guarantor; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which Borrower or any Guarantor is a party or by which it or its Properties may be bound or affected (including without limitation the Senior Note Documents); or (v) result in, or require, the creation or imposition of any Lien upon or with respect to any of the Properties now owned or hereafter acquired by Borrower or any Guarantor. As of the date hereof, the Collateral does not include any “margin stock” (as defined in Regulation U of the Board of Governors of the Federal Reserve Board.

2.2 Legally Enforceable Agreement. This Amendment and the Guarantor Consent have been duly executed and delivered by Borrower and the Guarantors. Each of this Amendment and the Loan Agreement as amended hereby is a legal, valid and binding obligation of Borrower, enforceable against it in accordance with its terms, and the Guarantor Consent is a legal, valid and binding obligation of the Guarantors, enforceable against each of them in accordance with its terms, except in each case as limited by applicable bankruptcy or insolvency laws, and by general principles of equity.

2.3 Solvent Financial Condition. Borrower is Solvent.

2.4 No Default or Event of Default. No event has occurred and is continuing or will result from the execution and delivery of this Amendment that would constitute a Default or an Event of Default. Borrower is in compliance with the terms of the Senior Note Documents.

2.5 No Material Adverse Effect. No event has occurred that has resulted, or could reasonably be expected to result, in a Material Adverse Effect.

2.6 Representations and Warranties. Each of the representations and warranties contained in the Loan 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 or its counsel (by hand delivery, mail or telecopy) by, Borrower and all 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 Agent as its counsel the Guarantor Consent.

3.2 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 various parties herein and in or pursuant to the Loan 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 stated as being made only as of a specified earlier date shall be true and correct as of such earlier date).

3.3 Payment of Amendment Fee. Agent shall have received, for the ratable benefit of the Lenders, an amendment fee of $250,000.

4. EFFECTIVE DATE. This Amendment shall become effective on the date ( the “Amendment Effective Date”) of the satisfaction of the conditions set forth in Section 3, but once effective the amendment set forth in Section 1 above shall be effective as of August 1, 2004.

5. EFFECT OF THIS AMENDMENT. From and after the Amendment Effective Date, all references in the Loan Documents to the Loan Agreement shall mean the Loan Agreement as amended hereby. Except as expressly amended hereby, the Loan Agreement and the other Loan Documents, including the Liens granted thereunder, shall remain in full force and effect, and are hereby ratified and confirmed.

6. GOVERNING LAW. THIS AMENDMENT HAS BEEN NEGOTIATED AND DELIVERED IN AND SHALL BE DEEMED TO HAVE BEEN MADE IN LOS ANGELES, CALIFORNIA. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

7. COMPLETE AGREEMENT. This Amendment sets forth the complete agreement of the parties in respect of any amendment to any of the provisions of any Loan Document or any waiver thereof.

8. CATCHLINES & 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), each of which when so executed and delivered shall be deemed an original, but all of which shall together constitute one and the same agreement.

[signatures follow; remainder of page intentionally left blank]

IN WITNESS WHEREOF, this Third Amendment To Amended and Restated Loan and Security Agreement has been duly executed on the day and year specified at the beginning of this Third Amendment To Amended and Restated Loan and Security Agreement.


		MOBILE MINI, INC., a Delaware corporation

		By:__________________________________
		Name: Xxxxxxxx Xxxxxxxxxxxx
		Title: Executive Vice President

		FLEET CAPITAL CORPORATION,
		a Rhode Island corporation,
		as Agent and as a Lender

		By:__________________________________
		Name: Xxxxx Xxxxx
		Title: Vice President

Third Amendment Signature Page

[Additional signature pages omitted]

CONSENT OF GUARANTORS AND REAFFIRMATION AGREEMENT

Reference is hereby made to that certain Third Amendment to Amended and Restated Loan and Security Agreement, dated as of August , 2004 (as the same shall be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Amendment”), among Fleet Capital Corporation (“Fleet”), a Rhode Island corporation with an office at Xxx Xxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000-0000, individually as a Lender and as Agent (“Agent”) for itself and any other financial institution which is or becomes a party to the Loan Agreement (as defined below) (each such financial institution, including Fleet, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), the Lenders, and Mobile Mini, Inc., a Delaware corporation with its chief executive office and principal place of business at 0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000 (“Borrower”). Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Amended and Restated Loan and Security Agreement, dated as of February 11, 2002 as amended and restated as of June 26, 2003, by and among Borrower, the Lenders, Agent, Deutsche Bank Securities Inc. and Washington Mutual Bank, as Co-Documentation Agents, and Bank One, NA and XX Xxxxxx Chase Bank, as Co-Syndication Agents, as amended by the First Amendment to Amended and Restated Loan and Security Agreement dated as of January 14, 2004 and the Second Amendment to Amended and Restated Loan and Security Agreement dated as of March 16, 2004 (the “Loan Agreement”).

Each of the undersigned hereby (a) acknowledges receipt of a copy of the Amendment, (b) consents to the terms of the Amendment, (c) agrees and reaffirms that the Guaranty executed by it remains in full force and effect as a continuing guaranty of the Obligations owing to the Agent and Lenders under the Loan Agreement and the Loan Documents referred to therein and (d) agrees and reaffirms that all of its Obligations under each other Loan Document executed by it pursuant to the Loan Agreement, and all liens and security interests granted thereunder, remain in full force and effect, unimpaired by the execution and delivery of the Amendment and continue to secure its Obligations. Following the effectiveness of the Amendment, all references in the Loan Documents to the Loan Agreement shall be deemed to refer to the Loan Agreement as amended by the Amendment.

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 Loan Agreement or any other Loan Document or any other agreement between us to so notify us or to seek an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any advances or transactions hereafter.

THIS CONSENT OF GUARANTORS AND REAFFIRMATION AGREEMENT HAS BEEN NEGOTIATED AND DELIVERED IN AND SHALL BE DEEMED TO HAVE BEEN MADE IN LOS ANGELES, CALIFORNIA. THIS CONSENT OF GUARANTORS AND REAFFIRMATION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

Consent of Guarantors

This Consent of Guarantors and Reaffirmation Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which shall together constitute one and the same agreement.

IN WITNESS WHEREOF, each of the Guarantors has executed and delivered this Consent of Guarantors and Reaffirmation Agreement as of the date set forth in the first paragraph hereof.


		GUARANTORS:

		MOBILE MINI I, INC.,
		an Arizona corporation

		By: ___________________________________
			Name: Xxxxxxxx Xxxxxxxxxxxx
			Title: Executive Vice President

		MOBILE MINI HOLDINGS, INC.,
		a Delaware corporation

		By:___________________________________
			Name: Xxxxxxxx Xxxxxxxxxxxx
			Title: President

		DELIVERY DESIGN SYSTEMS, INC.,
		an Arizona corporation

		By:___________________________________
			Name: Xxxxxxxx Xxxxxxxxxxxx
			Title: Executive Vice President

		MOBILE MINI, LLC,
		a Delaware limited liability company

		By:___________________________________
			Name: Xxxxxxxx Xxxxxxxxxxxx
			Title: Executive Vice President

		MOBILE MINI, LLC,
		a California limited liability company

		By:___________________________________
			Name: Xxxxxxxx Xxxxxxxxxxxx
			Title: Executive Vice President

		MOBILE MINI OF OHIO, LLC,
		a Delaware limited liability company

		By:___________________________________
			Name: Xxxxxxxx Xxxxxxxxxxxx
			Title: Executive Vice President

Consent of Guarantors


		MOBILE MINI TEXAS LIMITED PARTNERSHIP, L.L.P.
		a Texas limited partnership

		By:___________________________________
			Name: Xxxxxxxx Xxxxxxxxxxxx
			Title: Treasurer

Consent of Guarantors

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THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

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