AMENDMENT NUMBER FIVE
TO
CREDIT AGREEMENT
This AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT (this "Amendment"),
dated as of March 31, 1998, 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, that
certain Amendment Number Three to Credit Agreement, dated as of March 31, 1997
and that certain Amendment Number Four to Credit Agreement, dated as of July 30,
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 1.1.
The definition of "Expiration Date" in Section 1.1 of the
Agreement is hereby amended in its entirety and replaced with the following:
Expiration Date means the fifth anniversary of the Closing
Date; provided, however, in the event that no Event of Default shall
have occurred and be continuing on such fifth anniversary date then the
term of this Agreement shall be extended for one (1) year and the
Expiration Date shall be the sixth anniversary date of the date of this
Agreement upon the delivery by the Borrower to the Agent of the 90
days' prior written notice required under Section 11.15.
The definition of "Pricing Discount Period" is deleted in its
entirety.
3. Amendment to Section 2.1(b)(ii). Section 2.1(b)(ii) of the Agreement
is hereby deleted in its entirety and replaced with the following language:
"Borrower shall repay the principal amount of the Term Loans
made on the Closing Date in forty-eight (48) monthly installments of
$62,500 each with respect to the first twelve (12) monthly
installments, $83,333.33 with respect to installments thirteen through
twenty-four (13-24), and $104,166.67 with respect to installments
twenty-five through forty-eight (25-48) (each a Scheduled Term Loan
Installment" and collectively, the "Scheduled Term Loan Installments")
on the last day of each month commencing on April 30th, 1998. The Term
Loans shall be repaid in full on the Expiration Date and,
notwithstanding the foregoing, the Scheduled Term Loan Installment due
on the Expiration Date shall be in the amount necessary to repay the
Term Loans in full."
4. Amendment to Section 2.2. Section 2.2(a) of the Agreement, as
amended, is hereby amended by deleting the phrase "which shall not exceed
$40,000,000" from such Section and replacing it with the phrase "which shall not
exceed $60,000,000".
5. Amendment of Annex I. Annex I of the Agreement is hereby amended by
deleting the amount of the Revolving Credit Commitment for each Lender and
replacing such amounts as follows:
================================================================================
Lender Revolving Credit Commitment ($)
================================================================================
BT Commercial Corporation 15,000,000
--------------------------------------------------------------------------------
Nationsbank of Texas, N.A. 15,000,000
--------------------------------------------------------------------------------
Deutsche Financial Services Corporation 15,000,000
--------------------------------------------------------------------------------
Summit Commercial/Gibraltar Corp. 15,000,000
================================================================================
and by deleting the amount of the Term Commitment for each Lender and replacing
such amount as follows:
================================================================================
Lender Revolving Credit Commitment ($)
================================================================================
BT Commercial Corporation 1,062,500
--------------------------------------------------------------------------------
Nationsbank of Texas, N.A. 1,062,500
--------------------------------------------------------------------------------
Deutsche Financial Services Corporation 1,062,500
--------------------------------------------------------------------------------
Summit Commercial/Gibraltar Corp. 1,062,500
================================================================================
and by adding as a Lender, Summit Commercial/Gibraltar Corp., 000 0xx Xxxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxxx Xxxxxxxx, telephone
000-000-0000, fax 000-000-0000.
6. Amendment to Section 4.1. Section 4.1 of the Agreement is hereby
deleted in its entirety and replaced with the following:
The Borrower shall be obligated to pay to the Lenders on the
first Business Day of each month interest on the Prime Rate Loans,
calculated monthly in arrears at an interest rate per annum equal to
the Prime Lending Rate plus (i) with respect to Revolving Loans
consisting of Prime Rate Loans the following basis points, relative to
the Debt Ratio in effect, as set forth below:
=======================================================================================
Debt Ratio as Defined in Section 8.6 Prime Interest Rate Plus
=======================================================================================
greater than or equal to 5.0 75 Basis Points (0.75%)
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greater than or equal to 4.5 but less than 5.0 50 Basis Points (0.50%)
---------------------------------------------------------------------------------------
greater than or equal to 4.0 but less than 4.5 25 Basis Points (0.25%)
---------------------------------------------------------------------------------------
greater than or equal to 3.5 but less than 4.0 Zero Basis Points (0.0%)
---------------------------------------------------------------------------------------
less than 3.5 Zero Basis Points (0.0%)
=======================================================================================
(ii) with respect to Term Loans consisting of Prime Rate Loans
the following basis points relative to the Debt Ratio in effect, as set
forth below.
=======================================================================================
Debt Ratio as Defined in Section 8.6 Prime Interest Rate Plus
=======================================================================================
greater than or equal to 5.0 100 Basis Points (1.00%)
---------------------------------------------------------------------------------------
greater than or equal to 4.5 but less than 5.0 75 Basis Points (0.75%)
---------------------------------------------------------------------------------------
greater than or equal to 4.0 but less than 4.5 50 Basis Points (0.50%)
---------------------------------------------------------------------------------------
greater than or equal to 3.5 but less than 4.0 25 Basis Points (0.25%)
---------------------------------------------------------------------------------------
less than 3.5 25 Basis Points (0.25%)"
=======================================================================================
7. Amendment to Section 4.2. Section 4.2 of the Agreement is hereby
deleted in its entirety and replaced with the following:
Interest on Eurodollar Rate Loans shall be payable on the last
day of each Interest Period with respect to such Eurodollar Rate Loans
(and, in the case of any Eurodollar Rate Loan with an Interest Period
of six months, on the three-month anniversary of the commencement of
that Interest Period), at the date of conversion of such Eurodollar
Rate Loans (or a portion thereof) to a Prime Rate Loan and at maturity
of such Eurodollar Rate Loans at an interest rate per annum equal
during the Interest Period for such Eurodollar Rate Loans to the
Adjusted Eurodollar Rate for the Interest Period in effect for such
Eurodollar Rate Loans plus (i) with respect to Revolving Loans
consisting of Eurodollar Rate Loans the following basis points,
relative to the Debt Ratio in effect, as set forth below:
================================================================================================================
Debt Ratio as Defined Eurodollar Rate
in Section 8.6 (Adjusted Eurodollar Rate Plus)
================================================================================================================
greater than or equal to 5.0 Two Hundred Fifty Basis Points (2.5%)
----------------------------------------------------------------------------------------------------------------
greater than or equal to 4.5 but less than 5.0 Two Hundred Basis Points (2.0%)
----------------------------------------------------------------------------------------------------------------
greater than or equal to 4.0 but less than 4.5 One Hundred Seventy Five Basis Points (1.75%)
----------------------------------------------------------------------------------------------------------------
greater than or equal to 3.5 but less than 4.0 One Hundred Fifty Basis Points (1.50%)
----------------------------------------------------------------------------------------------------------------
less than 3.5 One Hundred Twenty Five Basis Points (1.25%)
================================================================================================================
(ii) with respect to Term Loans consisting of Eurodollar Rates
Loans the following basis points, relative to the Debt Ratio, as set
forth below:
==================================================================================================================
Debt Ratio as Defined Eurodollar Rate
in Section 8.6 (Adjusted Eurodollar Rate Plus)
==================================================================================================================
greater than or equal to 5.0 Two Hundred Seventy-Five Basis Points (2.75%)
------------------------------------------------------------------------------------------------------------------
greater than or equal to 4.5 but less than 5.0 Two Hundred Twenty-Five Basis Points (2.25%)
------------------------------------------------------------------------------------------------------------------
greater than or equal to 4.0 but less than 4.5 Two Hundred Basis Points (2.00%)
------------------------------------------------------------------------------------------------------------------
greater than or equal to 3.5 but less than 4.0 One Hundred Seventy-Five Basis Points (1.75%)
------------------------------------------------------------------------------------------------------------------
less than 3.5 One Hundred Fifty Basis Points (1.50%)
==================================================================================================================
The Agent upon determining the Adjusted Eurodollar Rate for any
Interest Period shall promptly notify the Borrower and the Lenders by telephone
(confirmed promptly in writing) or in writing thereof."
8. Amendment to Section 4.3. Section 4.3 is amended in its entirety
with the following language:
"The Borrower shall be obligated to pay to the Lenders on the
first Business Day of each month and on the Expiration Date a fee equal
to (0.375%) per annum calculated monthly in arrears on the average
unused portion of the Total Commitments at the close of business each
day during such month or occurring prior to the Expiration Date (the
"Unused Line Fee")."
9. Amendment to Section 4.4(a). Section 4.4(a) of the Agreement is
hereby deleted in its entirety and replaced with the following:
"The Borrower shall be obligated to pay to the Lenders on the
first Business Day of each month a fee (the "Letter of Credit Fee"), in
an amount equal to the Letter of Credit Fee listed on the chart below
that corresponds to the Debt Ratio, per annum of the daily weighted
average amount of Letter of Credit Obligations relating to Letters of
Credit outstanding during the immediately preceding month."
======================================================================================
Debt Ratio as Defined in Section 8.6 Letter of Credit Fees
======================================================================================
greater than or equal to 5.0 2.50% per annum
--------------------------------------------------------------------------------------
greater than or equal to 4.5 but less than 5.0 2.00% per annum
--------------------------------------------------------------------------------------
greater than or equal to 4.0 but less than 4.5 1.75% per annum
--------------------------------------------------------------------------------------
greater than or equal to 3.5 but less than 4.0 1.50% per annum
--------------------------------------------------------------------------------------
less than 3.5 1.25% per annum
======================================================================================
Notwithstanding the foregoing, Letter of Credit Fees on Letter of
Credit Obligations outstanding after the occurrence and during the continuance
of an Event of Default shall be payable on demand at a rate equal to the rate at
which the Letter of Credit Fees are charged pursuant to the first sentence of
this Section 4.4(a), plus two (2) percentage points (200 basis points).
10. Amendment to Section 8.6. Section 8.6 of the Agreement is amended
by deleting the Ratios for the four quarters of 1998 and replacing such Ratios
as set forth below:
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Four Quarters Ended Ratio
================================================================================
3/31/98 4.75:1.0
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6/30/98 4.75:1.0
--------------------------------------------------------------------------------
9/30/98 4.60:1.0
--------------------------------------------------------------------------------
12/31/98 4.60:1.0
================================================================================
11. Amendment to Section 8.7. Section 8.7 of the Agreement, as amended,
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 quarter
ending March 31, 1998 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 quarter ending
March 31, 1998 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%)."
12. Amendment to Section 11.15. Section 11.15 of the Agreement is
hereby amended by deleting the language before the semicolon and inserting the
following:
"This Agreement shall have a term expiring on the Expiration
Date (i.e., the fifth anniversary of the Closing Date)".
13. 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 Section 2
herein; and
(e) 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.
14. 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.
15. 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:
------------------------------------
Xxxxx Xxxxxxxxxxxx,
Chief Financial Officer
BT COMMERCIAL CORPORATION,
a Delaware corporation,
individually and as agent
By:
------------------------------------
Title:
---------------------------------
NATIONSBANK OF TEXAS, N.A.
By:
------------------------------------
Title:
---------------------------------
DEUTSCHE FINANCIAL SERVICES CORPORATION
By:
------------------------------------
Title:
---------------------------------
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,
that certain Amendment Number Three to Credit Agreement, dated as of March 31,
1997 and that certain Amendment Number Four to Credit Agreement, dated as of
July 30, 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 Five to Credit Agreement, dated as of March 31,
1998, 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 March
31, 1998.
MOBILE MINI I, INC.,
an Arizona corporation
By____________________________
Title_________________________
DELIVERY DESIGN SYSTEMS, INC.,
an Arizona corporation
By____________________________
Title_________________________
