EX-10.1



 Exhibit 10.1 

INCREMENTAL COMMITMENT AGREEMENT 
  

			
	 DEUTSCHE BANK AG NEW YORK BRANCH

60 Wall Street
 New York,
New York 10005
	 	 BARCLAYS

745 Seventh Avenue
 New York, New
York 10019


 December 10, 2014 

Mobile Mini, Inc. 
 7420 South Kyrene Road 

Tempe, Arizona 85283 
 Attention: Chief Financial Officer 

	Phone:	(480) 477-0241 


	Fax:	(480) 281-3451 

  

	Re:	Incremental Commitments 

 Ladies and Gentlemen: 

Reference is hereby made to the ABL Credit Agreement, dated as of February 22, 2012, among Mobile Mini, Inc. (“US
Company”), the other Borrowers and Guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and Deutsche Bank AG New York Branch, as Administrative Agent (the
“Administrative Agent”) (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings
set forth in the Credit Agreement. Each Lender (each an “Incremental Lender”) party to this letter agreement (this “Agreement”) hereby severally agrees to provide the Incremental Commitment set forth opposite its
name on Annex I attached hereto (for each such Incremental Lender, its “Incremental Commitment”). Each Incremental Commitment provided pursuant to this Agreement shall be subject to all of the terms and conditions set forth
in the Credit Agreement, including, without limitation, Sections 2.01(a), 2.01(b), 2.01(c), and 2.15 thereof. 
 Each Incremental Lender,
the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Commitments provided pursuant to this Agreement shall constitute Incremental Commitments and, upon the Agreement Effective Date (as hereinafter defined), the
Incremental Commitment of each Incremental Lender shall become, or in the case of an existing Lender, shall be added to (and thereafter become a part of), the Revolving Loan Commitment of such Incremental Lender. Each Incremental Lender, the
Borrowers and the Administrative Agent further agree that, with respect to the Incremental Commitment provided by each Incremental Lender pursuant to this Agreement, such Incremental Lender shall receive from the Borrowers such upfront fees and/or
other fees, if any, as may be separately agreed to in writing with the Borrowers and acknowledged by the Administrative 







 
Agent, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. 

Each of the Borrowers and the Administrative Agent further agree that pursuant to and in accordance with Section 2.15(e) of the Credit
Agreement, the following are hereby amended or amended and restated, as applicable, in order to reflect increased availability levels: 
  

	 	(a)	The pricing table in the definition of “Applicable Margin” in the Credit Agreement is hereby amended and restated with the following table: 


 

											
	 Level
	  	 Daily Average

Total Borrowing
 Availability
	  	Revolving Loan
LIBOR/EURIBOR and UK
Swingline Loan Margin and
Drawing Fee on Bankers’
Acceptance Loans	 	 	US Revolving Loan and
US Swingline
Loan
Base Rate Margin
and Canadian Revolving
Loan Canadian Prime Rate
Margin	 
	I	  	 Greater than $725,000,000
	  	 	1.75	% 	 	 	0.75	% 
	II	  	 Greater than $275,000,000 but less than or equal to $725,000,000
	  	 	2.00	% 	 	 	1.00	% 
	III	  	 Less than or equal to $275,000,000
	  	 	2.25	% 	 	 	1.25	% 

  

	 	(b)	The definition of “Minimum Availability Amount” in the Credit Agreement is hereby amended and restated in its entirety as follows: 


“Minimum Availability Amount” shall mean, (x) for purposes of Section 5.03 hereof and 9.17 hereof, at any time, the
greater of (i) $125,000,000 and (ii) twelve and a half percent (12.5%) of the then Total Revolving Loan Commitment and (y) for all other purposes hereunder, at any time, the greater of (i) $100,000,000 and (ii) ten
percent (10%) of the then Total Revolving Loan Commitment. 
  

	 	(c)	The definition of “Payment Conditions” in the Credit Agreement is hereby amended by replacing each reference to “$150,000,000” therein with “$165,000,000” and each reference to
“$225,000,000” therein with “250,000,000”. 

  

	 	(d)	Section 10.04 of the Credit Agreement is hereby amended by replacing each reference to “$90,000,000” therein with “$100,000,000”. 


Each Incremental Lender, the Borrowers and the Administrative Agent further agree that (a) the Applicable Margin for the Incremental
Commitments shall be the Applicable Margin for the Revolving Commitments and (b) the Applicable Commitment Commission 







 
Percentage for the Incremental Revolving Commitments shall be the Applicable Commitment Commission Percentage for the Revolving Commitments, in each case, as set forth in the Credit Agreement.

 Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in
respect of each Incremental Commitment provided pursuant to this Agreement. Without limiting the foregoing, the Credit Parties agree to execute and deliver, or cause to be executed and delivered, as applicable, and to perform the covenants set forth
in paragraph 4 of Annex I within the time periods specified therein. 
 Each Incremental Lender party to this Agreement, to the
extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Transferee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with
copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement,
(iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement and the other Credit Documents, (iv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under
the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees
that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (v) attaches the forms and/or
Section 5.04(b)(ii) Certificate referred to in Section 5.04(b) of the Credit Agreement. 
 Upon the date of (i) the execution
of a counterpart of this Agreement by each Incremental Lender, the Administrative Agent, US Company, each Borrower and each Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile
or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 3 of Annex I hereto (such
date, the “Agreement Effective Date”), each Incremental Lender party hereto (i) shall be obligated to make the Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions,
set forth in the Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. 

The US Borrowers acknowledge and agree that (i) they shall be jointly and severally liable for all Obligations with respect to the
Incremental Commitments provided hereby including, without limitation, all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Security Documents and
the Guarantees to the extent set forth therein. Each US Borrower (i) reaffirms that each Lien and security interest granted by it to the Collateral Agent for the benefit of the Secured Creditors under the Security Documents is, and shall
remain, in full force and effect 







 
after giving effect to this Agreement and (ii) acknowledges and agrees that each Guarantee made by it in favor of the Secured Creditors under the Credit Agreement and the other Loan
Documents is, and shall remain, in full force and effect after giving effect to this Agreement. 
 Each US Guarantor acknowledges and agrees
that all Obligations with respect to the Incremental Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guarantees as, and to the extent, provided in the Credit Agreement and
(ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Credit Agreement. Each US Guarantor (i) reaffirms that each Lien and security interest granted by it to the Collateral Agent for
the benefit of the Secured Creditors under the Security Documents is, and shall remain, in full force and effect after giving effect to this Agreement and (ii) acknowledges and agrees that each Guarantee made by it in favor of the Secured
Creditors under the Credit Agreement and the other Loan Documents is, and shall remain, in full force and effect after giving effect to this Agreement. 

The UK Borrowers acknowledge and agree that (i) they shall be jointly and severally liable for all UK Obligations and Canadian
Obligations with respect to the Incremental Commitments provided hereby including, without limitation, all UK Revolving Loans and Canadian Revolving Loans made pursuant thereto, and (ii) all such UK Obligations and Canadian Obligations
(including all such UK Revolving Loans and Canadian Revolving Loans) shall be entitled to the benefits of the Security Documents and the Guarantees to the extent set forth therein. 

The Canadian Borrowers acknowledge and agree that (i) they shall be jointly and severally liable for all UK Obligations and Canadian
Obligations with respect to the Incremental Commitments provided hereby including, without limitation, all UK Revolving Loans and Canadian Revolving Loans made pursuant thereto, and (ii) all such UK Obligations and Canadian Obligations
(including all such UK Revolving Loans and Canadian Revolving Loans) shall be entitled to the benefits of the Security Documents and the Guarantees to the extent set forth therein. 

Each Non-US Obligation Guarantor acknowledges and agrees that all UK Obligations and Canadian Obligations with respect to the Incremental
Commitments provided hereby and all UK Revolving Loans and Canadian Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guarantees as, and to the extent, provided in the Credit Agreement and (ii) be entitled
to the benefits of the Credit Documents as, and to the extent, provided therein and in the Credit Agreement. 
 Attached hereto as Annex
II are opinions of DLA Piper LLP (US), DLA Piper UK LLP and LaBarge Weinstein LLP, counsel to the respective Credit Parties, delivered as required pursuant to clause (iii) of the definition of “Incremental Commitment Requirements”
appearing in Section 1 of the Credit Agreement. 
 Attached hereto as Annex III are true and correct copies of officers’
certificates, board of director (or equivalent) resolutions and good standing certificates of the Credit Parties required to be delivered pursuant to clause (iv) of the definition of “Incremental Commitment Requirements” appearing in
Section 1 of the Credit Agreement. 







 You may accept this Agreement by signing the enclosed copies in the space provided below, and
returning one copy of same to us before 12:00 Noon (Eastern Time) on December 10, 2014. If you do not so accept this Agreement by such time, our Incremental Commitments set forth in this Agreement shall be deemed canceled. 

After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and
by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to
Section 13.12 of the Credit Agreement. 
 In the event of any conflict between the terms of this Agreement and those of the Credit
Agreement, the terms of the Credit Agreement shall control. 
 THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. 

*        *        * 







 
					
	Very truly yours,
	
	NAME OF INSTITUTION:
	
	DEUTSCHE BANK AG NEW YORK BRANCH
		
	By	 	 /s/ Michael Shannon

		 	Name:	 	Michael Shannon
		 	Title:	 	Vice President
		
	By	 	 /s/ Peter Cucchiara

		 	Name:	 	Peter Cucchiara
		 	Title:	 	Vice President
	
	NAME OF CANADIAN CORRESPONDING LENDER:
	
	DEUTSCHE BANK AG, CANADA BRANCH
		
	By	 	 /s/ Scott Lampard

		 	Name:	 	Scott Lampard
		 	Title:	 	Chief Country Officer
		
	By	 	 /s/ Leigh Knowles

		 	Name:	 	Leigh Knowles
		 	Title:	 	Director









 
					
	NAME OF INSTITUTION:
	
	BARCLAYS BANK PLC
		
	By	 	 /s/ Joseph Jordan

		 	Name:	 	Joseph Jordan
		 	Title:	 	Managing Director









 Agreed and Accepted 

this      day of December 2014: 
  

					
	US BORROWERS:
	
	MOBILE MINI, INC.
		
	By:	 	 /s/ Christopher J. Miner

		 	Name:	 	Christopher J. Miner
		 	Title:	 	Sr. Vice President & General Counsel
	
	MOBILE STORAGE GROUP, INC.
		
	By:	 	 /s/ Christopher J. Miner

		 	Name:	 	Christopher J. Miner
		 	Title:	 	Sr. Vice President & General Counsel
	
	MSG INVESTMENTS, INC.
		
	By:	 	 /s/ Christopher J. Miner

		 	Name:	 	Christopher J. Miner
		 	Title:	 	Sr. Vice President & General Counsel
	
	MOBILE MINI I, INC.
		
	By:	 	 /s/ Christopher J. Miner

		 	Name:	 	Christopher J. Miner
		 	Title:	 	Sr. Vice President & General Counsel
	
	MOBILE MINI, LLC
		
	By:	 	 /s/ Christopher J. Miner

		 	Name:	 	Christopher J. Miner
		 	Title:	 	Sr. Vice President & General Counsel
	
	MOBILE MINI, LLC
		
	By:	 	 /s/ Christopher J. Miner

		 	Name:	 	Christopher J. Miner
		 	Title:	 	Sr. Vice President & General Counsel









 
			
	UK BORROWERS:
	
	RAVENSTOCK MSG LIMITED
		
	By:	 	 /s/ Christopher J. Miner

		 	Name:
		 	Title:
	
	MOBILE MINI UK LIMITED
		
	By:	 	 /s/ Christopher J. Miner

		 	Name:
		 	Title:
	
	CANADIAN BORROWERS:
	
	MOBILE MINI CANADA ULC
		
	By:	 	 /s/ Christopher J. Miner

		 	Name:
		 	Title:










					
	DEUTSCHE BANK AG NEW YORK BRANCH,
	as Administrative Agent
		
	By:	 	 /s/ Michael Shannon

		 	Name:	 	Michael Shannon
		 	Title:	 	Vice President
		
	By:	 	 /s/ Peter Cucchiara

		 	Name:	 	Peter Cucchiara
		 	Title:	 	Vice President








 Each Guarantor acknowledges and agrees to each the foregoing provisions of this Incremental Commitment Agreement
and to the incurrence of the Revolving Loans to be made pursuant thereto. 
  

					
	US GUARANTORS:
	
	A BETTER MOBILE STORAGE COMPANY, a California corporation
		
	By:	 	 /s/ Christopher J. Miner

		 	Name:	 	Christopher J. Miner
		 	Title:	 	Sr. Vice President & General Counsel
	
	MOBILE MINI DEALER, INC., an Arizona corporation
		
	By:	 	 /s/ Christopher J. Miner

		 	Name:	 	Christopher J. Miner
		 	Title:	 	Sr. Vice President & General Counsel
	
	A ROYAL WOLF PORTABLE STORAGE, INC., a California corporation
		
	By:	 	 /s/ Christopher J. Miner

		 	Name:	 	Christopher J. Miner
		 	Title:	 	Sr. Vice President & General Counsel
	
	TEMPORARY MOBILE STORAGE, INC., a California corporation
		
	By:	 	 /s/ Christopher J. Miner

		 	Name:	 	Christopher J. Miner
		 	Title:	 	Sr. Vice President & General Counsel









 
					
	GULF TANKS HOLDINGS, INC.
		
	By:	 	 /s/ Mark E. Funk

		 	Name:	 	Mark E. Funk
		 	Title:	 	Executive Vice President & Chief Financial Officer
	
	EVERGREEN TANK SOLUTIONS, INC.
		
	By:	 	 /s/ Mark E. Funk

		 	Name:	 	Mark E. Funk
		 	Title:	 	Executive Vice President & Chief Financial Officer
	
	WATER MOVERS, INC.
		
	By:	 	 /s/ Mark E. Funk

		 	Name:	 	Mark E. Funk
		 	Title:	 	Executive Vice President & Chief Financial Officer
	
	WATER MOVERS CONTRACTING, LLC
		
	By:	 	 /s/ Mark E. Funk

		 	Name:	 	Mark E. Funk
		 	Title:	 	Executive Vice President & Chief Financial Officer









 
					
	MSG MMI (TEXAS) L.P., a Texas limited partnership
		
	By:	 	 /s/ Christopher J. Miner

		 	Name:	 	Christopher J. Miner
		 	Title:	 	Sr. Vice President & General Counsel
	
	MOBILE MINI FINANCE, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Christopher J. Miner

		 	Name:	 	Christopher J. Miner
		 	Title:	 	Sr. Vice President & General Counsel









 
					
	NON-US OBLIGATION GUARANTORS:
	
	MOBILE MINI UK HOLDINGS LIMITED
		
	By:	 	 /s/ Christopher J. Miner

		 	Name:	 	Christopher J. Miner
		 	Title:	 	Director
	
	MOBILE STORAGE (U.K.) LIMITED
		
	By:	 	 /s/ Christopher J. Miner

		 	Name:	 	Christopher J. Miner
		 	Title:	 	Director
	
	RAVENSTOCK TAM (HIRE) LIMITED
		
	By:	 	 /s/ Christopher J. Miner

		 	Name:	 	Christopher J. Miner
		 	Title:	 	Director
	
	MOBILE STORAGE UK FINANCE LIMITED PARTNERSHIP
		
	By:	 	 /s/ Christopher J. Miner

		 	Name:	 	Christopher J. Miner
		 	Title:	 	Director