AMENDMENT NUMBER THREE
TO
CREDIT AGREEMENT
This AMENDMENT NUMBER THREE TO CREDIT AGREEMENT (this "Amendment"),
dated as of March 31, 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 (the "Agent"), 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, and as further
amended by that certain Amendment Number Two to Credit Agreement, dated as of
March 24, 1997 (as amended, the "Agreement").
B. 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 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 first 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-nine percent (79%) for the first 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%)."
3. 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; and
(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.
4. 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.
5. 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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Xxxxx Xxxxxxxxxxxx,
Chief Financial Officer
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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, and as
further amended by that certain Amendment Number Two to Credit Agreement, dated
as of March 24, 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, hereby acknowledges
receipt of a copy of that certain Amendment Number Three to Credit Agreement,
dated as of March 31, 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 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 their respective authorized officers as of
March 31, 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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