AMENDMENT NUMBER ONE
TO
CREDIT AGREEMENT
This AMENDMENT NUMBER ONE TO CREDIT AGREEMENT (this
"Amendment"), dated as of November ___, 1996, is entered into by and among
MOBILE MINI, INC., a Delaware corporation (the "Borrower"), each financial
institution a party to the Credit Agreement ("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 Xxxxx 00, 0000 (xxx "Xxxxxxxxx").
(x) 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:
(i) Defined Terms. All initially capitalized terms used but
not defined herein shall have the meanings assigned to such terms in the
Agreement. In addition Section 1.1 of the Agreement is amended by deleting
therefrom the definitions of EBITDA and Consolidated Fixed Charges and
substituting therefor the following:
EBITDA for a period means the consolidated net income
of the Borrower and its Subsidiaries (excluding extraordinary gains,
non-cash extraordinary losses, and extraordinary losses arising from
prepayments of Indebtedness incurred on or about the Closing Date in
connection with the initial funding of the Loans) for the period (a)
plus all Interest Expense, income tax expense, depreciation and
amortization (including amortization of any goodwill or other
intangibles) for the period, (b) less gains or plus losses attributable
to any fixed asset sales (excluding sales of containers held for lease)
in the period and (c) plus or minus any other non-cash charges which
have been subtracted or added in calculating consolidated net income.
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Consolidated Fixed Charges means the sum of (i)
Interest Expense and (ii) the principal amounts (including the principal portion
of rentals
payable under capital leases) of all Indebtedness (but excluding repayments of
Revolving Loans which do not permanently reduce the Commitments, and excluding
payments of Indebtedness made from the proceeds of asset sales which
Indebtedness is payable by Borrower due to the sale of assets previously under
lease) of the Borrower and its Subsidiaries payable for the applicable period.
(ii) Conditions Precedent. The effectiveness of this Amendment is
subject to and conditioned upon the fulfillment of each and all of the following
conditions precedent:
i. BTCC shall have received this Amendment duly executed by
Borrower and Majority Lenders; and
ii. 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.
(iii) 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 buy one and the same Amendment.
(iv) Reaffirmation of the Agreement. Except as specifically amended by
this Amendment, the Agreement shall remain in full force and effect.
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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: /s/
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Xxxxx Xxxxxxxxxxxx, Chief Financial Officer
BT COMMERCIAL CORPORATION, a Delaware
corporation, individually and as Agent
By: /s/
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Title:
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NATIONSBANK OF TEXAS, N.A.
By: /s/
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Title:
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DEUTSCHE FINANCIAL SERVICES CORPORATION
By: /s/
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Title:
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