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Exhibit 10.2
AMENDMENT NUMBER SEVEN
TO
CREDIT AGREEMENT
This AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT (this "Seventh Amendment"),
dated as of March 31, 1999, 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 (in such capacity "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, 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,
that certain Amendment Number Four to Credit Agreement, dated as of July 30,
1997, that certain Amendment Number Five to Credit Agreement, dated as of March
31, 1998, and that certain Amendment Number Six to Credit Agreement, dated as of
December 3, 1998 (as amended, the "Agreement").
B. Borrower desires to purchase National Security Containers, L.L.C. for
$25,500,000 (the "Acquisition") and, in conjunction with the Acquisition,
desires to issue up to $8,000,000 in redeemable preferred stock (the "First
Equity Issuance") to fund such Acquisition. The Borrower has informed Agent that
the First Equity Issuance will not be deemed to be debt for purposes of GAAP,
and therefore will not reduce the tangible net worth of Borrower.
C. Borrower further desires to increase the Revolving Credit Commitment under
the Agreement to $90,000,000, and to utilize such funds to partially fund the
Acquisition.
D. Borrower further desires to issue $40,000,000 in common stock in a public
offering (the "Second Equity Issuance"), funds from which the Borrower intends
to redeem the preferred stock issued in the First Equity Issuance and to
partially pay down draws on the Revolving Credit Commitment.
E. Borrower further desires to temporarily increase the total amount of Purchase
Money Liens and Leases (as such term is defined herein) which can be incurred or
maintained by the Borrower pursuant to Section 8.9(d) of the Agreement to
$3,250,000 from and after April 19, 1999 until Borrower receives funds pursuant
to the Second Equity Issuance, at which time the total amount of Purchase Money
Liens and Leases which Borrower may incur or maintain pursuant to Section 8.9(d)
of the Agreement will be permanently reduced back to $1,250,000.
F. Borrower has requested that Agent and all of the Lenders approve amendment of
(i) Section 2.2(a) of the Agreement to reflect such increased Revolving Credit
Commitment and (ii) Section 8.9(d) of the Agreement to reflect such temporary
increase in the total amount of Purchase Money Liens and Leases.
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G. Agent and Lenders are, on the terms and conditions set forth herein, willing
to amend the Agreement and grant such consents and waivers.
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 2.2. Section 2.2(a) of the Agreement, as amended,
is hereby amended by deleting the phrase "which shall not exceed
$75,000,000" from such Section and replacing it with the phrase "which
shall not exceed $90,000,000".
3. Amendment to Section 8.9. Section 8.9(d) of the Agreement is hereby
amended by deleting such Section in its entirety and replacing it with
the following:
"(d) Indebtedness, including lease obligations, secured by purchase money liens
on or respecting equipment the title to or leasehold interest in which is
acquired after the date hereof, not to exceed, prior to April 19, 1999,
$1,250,000 and after April 19, 1999, $3,250,000 in the aggregate (irrespective
of when due) outstanding at any one time ("Purchase Money Liens and Leases") so
long as each Purchase Money Lien or Lease shall attach or relate only to the
property to be acquired or the acquisition cost of which is financed through
leasing, a description shall have been furnished to the Agent for any item of
equipment for which the purchase price (whether payable by Borrower or the
lessor thereof) is greater than $50,000 and the principal amount of the debt
incurred (including the principal component of lease payments) shall not exceed
one hundred percent (100%) of the purchase price of the item or items of
equipment, provided, however, upon the receipt by Borrower of proceeds, whether
cash or otherwise, in connection with the Second Equity Issuance (as defined in
Amendment Number Seven to Credit Agreement, dated March 31, 1999) Borrower's
ability to incur and maintain Indebtedness pursuant to this Section 8.9(d) shall
be limited to $1,250,000."
4. Amendment of Annex I. Annex I of the Agreement is hereby amended by
deleting the amount of the Revolving Credit Commitment for each Lender
and replacing such amounts as follows:
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Lender Revolving Credit Commitment ($)
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BT Commercial Corporation 18,000,000
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Nationsbank, N.A. 18,000,000
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Deutsche Financial Services Corporation 18,000,000
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Summit Commercial/Gibraltar Corp. 18,000,000
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Bank One Arizona, N.A. 18,000,000
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5. Conditions Precedent. The effectiveness of this Seventh Amendment is subject
to and conditioned upon the fulfillment of each and all of the following
conditions precedent:
a. Agent shall have received this Seventh Amendment duly executed by
Borrower and Lenders;
b. Agent 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 Seventh
Amendment;
c. Agent shall have received payment of all fees in connection with this
Seventh Amendment from Borrower;
d. Agent shall have received executed replacement revolving promissory
notes for each Agent and Lenders under the Agreement in form and
substance satisfactory to Agent pursuant to the amendments to the
Agreement under Section 4 herein; and
e. Agent shall have received executed modifications or other necessary
documents and such title insurance as Agent 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 Agent in its sole and absolute
discretion, and subject to such exceptions as are approved by Agent.
6. Counterparts. This Seventh 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 Seventh
Amendment.
7. Reaffirmation of the Agreement. Except as specifically amended by this
Seventh 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: _________________________________
Xxxxx Xxxxxxxxxxxx,
Chief Financial Officer
BT COMMERCIAL CORPORATION,
a Delaware corporation,
individually and as agent
By: __________________________________
Title:________________________________
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NATIONSBANK, N.A.
By: __________________________________
Title:________________________________
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DEUTSCHE FINANCIAL SERVICES CORPORATION
By: ___________________________________
Title:_________________________________
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SUMMIT COMMERCIAL/GIBRALTER CORP.
By: ___________________________________
Title:_________________________________
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BANK ONE ARIZONA, N.A.
By: ___________________________________
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, 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,
that certain Amendment Number Four to Credit Agreement, dated as of July 30,
1997, that certain Amendment Number Five to Credit Agreement, dated March 21,
1998, and that certain Amendment Number Six to Credit Agreement, dated December
3, 1998, (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 Seven to Credit Agreement, dated as of March
31, 1999, 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, 1999.
MOBILE MINI I, INC.,
an Arizona corporation
By ______________________________________
Title____________________________________
DELIVERY DESIGN SYSTEMS, INC.,
an Arizona corporation
By ______________________________________
Title____________________________________
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