Unassociated Document


    
      


      THIS
        INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE
        IN
        THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND
        INTERCREDITOR AGREEMENT DATED AS OF AUGUST 2, 2006 (AS AMENDED BY THE FIRST
        AMENDMENT THERETO DATED AUGUST 23, 2007 AND THE SECOND AMENDMENT THERETO
        DATED
        AS OF SEPTEMBER 23, 2008, THE "SUBORDINATION
        AGREEMENT")
        AMONG
        LAMINAR DIRECT CAPITAL, L.L.C. (AS SUCCESSOR TO LAMINAR DIRECT CAPITAL L.P.)
        L.P., PAC-VAN, INC. (THE "COMPANY")
        AND
        LASALLE BANK NATIONAL ASSOCIATION (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS,
        THE
        "SENIOR
        AGENT"),
        TO
        THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE COMPANY PURSUANT TO THAT
        CERTAIN AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF AUGUST 23, 2007
        AMONG
        THE COMPANY, THE SENIOR AGENT AND THE SENIOR LENDERS FROM TIME TO TIME PARTY
        THERETO (THE "LOAN
        AGREEMENT"),
        AND
        THE OTHER LOAN DOCUMENTS (AS DEFINED IN THE LOAN AGREEMENT) AS SUCH LOAN
        AGREEMENT AND OTHER LOAN DOCUMENTS MAY BE AMENDED, RESTATED, SUPPLEMENTED
        OR
        OTHERWISE MODIFIED FROM TIME TO TIME AND TO INDEBTEDNESS REFINANCING THE
        INDEBTEDNESS THEREUNDER AS CONTEMPLATED BY THE SUBORDINATION AGREEMENT; AND
        EACH
        HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO
        BE
        BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

       

      AMENDED
        AND RESTATED INVESTMENT AGREEMENT

      


      dated
        as
        of October 1, 2008

       

      by
        and
        among

      


      GFN
        NORTH AMERICA CORP.

      as
        Parent,

      


      PAC-VAN,
        INC.,

      as
        the
        Borrower,

      


      and

      


      LAMINAR
        DIRECT CAPITAL, L.L.C.,

      as
        a
        Lender and as Collateral Agent, 

      


      and

      


      THE
        OTHER LENDERS PARTY HERETO

       

      
        

        

      

      $25,000,000
        Senior Subordinated Secured Notes due February 2,
        2013


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF CONTENTS

      

        
          	
                  Section

                	 	
                  Page

                
	
                  ARTICLE
                    I. DEFINITIONS AND ACCOUNTING TERMS

                	 	
                  2

                
	
                  1.01

                	
                  Defined
                    Terms.

                	 	
                  2

                
	
                  1.02

                	
                  Other
                    Interpretive Provisions.

                	 	
                  19

                
	
                  1.03

                	
                  Accounting
                    Terms.

                	 	
                  19

                
	
                  1.04

                	
                  Rounding.

                	 	
                  20

                
	
                  1.05

                	
                  References
                    to Agreements and Laws.

                	 	
                  20

                
	
                  1.06

                	
                  Times
                    of Day.

                	 	
                  20

                
	
                  ARTICLE
                    II. NOTES AND WARRANTS 

                	 	
                  20

                
	
                  2.01

                	
                  Authorization
                    and Issuance of the Notes and Warrants.

                	 	
                  20

                
	
                  ARTICLE
                    III. PURCHASE AND SALE

                	 	
                  20

                
	
                  3.01

                	
                  Purchase
                    and Sale of the Notes and Warrants.

                	 	
                  20

                
	
                  ARTICLE
                    IV. TERMS OF NOTES

                	 	
                  21

                
	
                  4.01

                	
                  Repayment
                    of Principal.

                	 	
                  21

                
	
                  4.02

                	
                  Repayments
                    of Interest.

                	 	
                  21

                
	
                  4.03

                	
                  Mandatory
                    Prepayments of the Notes.

                	 	
                  22

                
	
                  4.04

                	
                  Optional
                    Prepayments of the Notes.

                	 	
                  24

                
	
                  4.05

                	
                  Mandatory
                    Offer to Prepay upon a Change of Control.

                	 	
                  24

                
	
                  4.06

                	
                  Direct
                    Payment.

                	 	
                  25

                
	
                  4.07

                	
                  Taxes.

                	 	
                  25

                
	
                  4.08

                	
                  Applicable
                    High Yield Discount Obligation Mandatory Prepayment.

                	 	
                  26

                
	
                  ARTICLE
                    V. CONDITIONS PRECEDENT TO CLOSING

                	 	
                  26

                
	
                  5.01

                	
                  Conditions
                    To Closing.

                	 	
                  26

                
	
                  ARTICLE
                    VI. REPRESENTATIONS AND WARRANTIES

                	 	
                  30

                
	
                  6.01

                	
                  Existence,
                    Qualification and Power; Compliance with Laws.

                	 	
                  30

                
	
                  6.02

                	
                  Authorization;
                    No Contravention.

                	 	
                  30

                
	
                  6.03

                	
                  Governmental
                    Authorization; Other Consents.

                	 	
                  31

                
	
                  6.04

                	
                  Binding
                    Effect.

                	 	
                  31

                
	
                  6.05

                	
                  Financial
                    Statements; No Material Adverse Effect; No Internal Control
                    Event.

                	 	
                  31

                
	
                  6.06

                	
                  Litigation.

                	 	
                  31

                
	
                  6.07

                	
                  No
                    Default.

                	 	
                  32

                
	
                  6.08

                	
                  Ownership
                    of Property; Liens.

                	 	
                  32

                
	
                  6.09

                	
                  Use
                    of Proceeds.

                	 	
                  32

                
	
                  6.10

                	
                  Environmental
                    Compliance.

                	 	
                  32

                
	
                  6.11

                	
                  Insurance.

                	 	
                  32

                
	
                  6.12

                	
                  Taxes.

                	 	
                  33

                
	
                  6.13

                	
                  ERISA
                    Compliance.

                	 	
                  33

                
	
                  6.14

                	
                  Subsidiaries;
                    Equity Investments

                	 	
                  33

                
	
                  6.15

                	
                  Margin
                    Regulations; Investment Company Act.

                	 	
                  34

                
	
                  6.16

                	
                  Disclosure.

                	 	
                  34

                
	
                  6.17

                	
                  Compliance
                    with Laws.

                	 	
                  34

                
	
                  6.18

                	
                  Intellectual
                    Property; Licenses, Etc.

                	 	
                  34

                
	
                  6.19

                	
                  Solvency.

                	 	
                  34

                
	
                  6.20

                	
                  Compliance
                    with Securities Laws.

                	 	
                  35

                
	
                  6.21

                	
                  Transaction
                    Representations.

                	 	
                  35

                


        

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

        
          	
                  6.22

                	
                  Business
                    and Collateral Locations; Fictitious Business Names.

                	
                  35

                
	
                  6.23

                	
                  Material
                    Agreements.

                	
                  35

                
	
                  6.24

                	
                  Transactions
                    with Affiliates.

                	
                  36

                
	
                  6.25

                	
                  Authorized
                    and Issued Capital.

                	
                  36

                
	
                  6.26

                	
                  Subdebt
                    Collateral Documents.

                	
                  37

                
	
                  6.27

                	
                  Parent
                    Merger Documents.

                	
                  37

                
	
                  ARTICLE
                    VIA. REPRESENTATIONS AND WARRANTIES OF THE LENDERS

                	
                  37

                
	
                  ARTICLE
                    VII. AFFIRMATIVE COVENANTS

                	
                  39

                
	
                  7.01

                	
                  [Intentionally
                    Omitted].

                	
                  39

                
	
                  7.02

                	
                  Modifications
                    of Financial Covenants.

                	
                  39

                
	
                  7.03

                	
                  Remarketing
                    Cooperation.

                	
                  39

                
	
                  7.04

                	
                  Pledged
                    Assets.

                	
                  40

                
	
                  7.05

                	
                  Financial
                    Information, Etc.

                	
                  40

                
	
                  7.06

                	
                  Legal
                    Existence; Etc.

                	
                  43

                
	
                  7.07

                	
                  Payment
                    of Obligations.

                	
                  43

                
	
                  7.08

                	
                  Deposits.

                	
                  43

                
	
                  7.09

                	
                  Permit
                    Field Audits and Inventory and Collateral Valuation

                	
                  43

                
	
                  7.10

                	
                  Insurance.

                	
                  44

                
	
                  7.11

                	
                  Properties.

                	
                  44

                
	
                  7.12

                	
                  Compliance
                    with Laws.

                	
                  44

                
	
                  7.13

                	
                  Additional
                    Guarantors.

                	
                  44

                
	
                  7.14

                	
                  Payment
                    of Obligations.

                	
                  45

                
	
                  7.15

                	
                  Material
                    Agreements.

                	
                  45

                
	
                  7.16

                	
                  Books
                    and Records.

                	
                  45

                
	
                  7.17

                	
                  Use
                    of Proceeds.

                	
                  45

                
	
                  ARTICLE
                    VIII. NEGATIVE AND FINANCIAL COVENANTS

                	
                  45

                
	
                  8.01

                	
                  Anti-Layering.

                	
                  45

                
	
                  8.02

                	
                  Limitations
                    on Ownership of Senior Indebtedness.

                	
                  46

                
	
                  8.03

                	
                  Modifications
                    of Senior Transaction Documents.

                	
                  46

                
	
                  8.04

                	
                  Encumbrances.

                	
                  47

                
	
                  8.05

                	
                  Sale
                    or Transfer of Assets

                	
                  47

                
	
                  8.06

                	
                  Merger
                    and Consolidation.

                	
                  47

                
	
                  8.07

                	
                  Other
                    Indebtedness.

                	
                  47

                
	
                  8.08

                	
                  Ownership
                    of Subsidiaries; No Foreign Subsidiaries.

                	
                  49

                
	
                  8.09

                	
                  Restricted
                    Payments; Management Fees.

                	
                  49

                
	
                  8.10

                	
                  ERISA
                    Event.

                	
                  50

                
	
                  8.11

                	
                  Material
                    Adverse Condition.

                	
                  50

                
	
                  8.12

                	
                  Investments.

                	
                  50

                
	
                  8.13

                	
                  [Intentionally
                    Omitted].

                	
                  51

                
	
                  8.14

                	
                  Ownership.

                	
                  51

                
	
                  8.15

                	
                  Financial
                    Covenants.

                	
                  51

                
	
                  8.16

                	
                  Prepayment
                    of other Indebtedness.

                	
                  52

                
	
                  8.17

                	
                  Additional
                    Negative Pledges.

                	
                  52

                
	
                  8.18

                	
                  Restrictions
                    on Parent.

                	
                  52

                
	
                  8.19

                	
                  Affiliate
                    Transactions.

                	
                  53

                
	
                  8.20

                	
                  Changes
                    to Organization Documents; Fiscal Year; Etc.

                	
                  53

                


        

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

        
          	
                  ARTICLE
                    IX. EVENTS OF DEFAULT AND REMEDIES

                	
                  53

                
	
                  9.01

                	
                  Events
                    of Default.

                	
                  53

                
	
                  9.02

                	
                  Remedies
                    Upon Event of Default.

                	
                  55

                
	
                  9.03

                	
                  Other
                    Remedies.

                	
                  56

                
	
                  9.04

                	
                  Rescission
                    of Acceleration.

                	
                  56

                
	
                  ARTICLE
                    X. MISCELLANEOUS

                	
                  56

                
	
                  10.01

                	
                  Entire
                    Agreement.

                	
                  56

                
	
                  10.02

                	
                  Reimbursement
                    of Expenses.

                	
                  57

                
	
                  10.03

                	
                  Survival
                    of Agreements and Representations and Warranties.

                	
                  57

                
	
                  10.04

                	
                  No
                    Waiver.

                	
                  57

                
	
                  10.05

                	
                  Binding
                    Effect; Participations.

                	
                  57

                
	
                  10.06

                	
                  Initial
                    Holder.

                	
                  57

                
	
                  10.07

                	
                  Cumulative
                    Powers.

                	
                  58

                
	
                  10.08

                	
                  Loss
                    of Securities; Reissue of Securities in Lesser
                    Denominations.

                	
                  58

                
	
                  10.09

                	
                  Communications.

                	
                  58

                
	
                  10.10

                	
                  Form,
                    Registration, Transfer and Exchange of Notes; Lost Notes.

                	
                  58

                
	
                  10.11

                	
                  Confidentiality;
                    Public Announcements.

                	
                  61

                
	
                  10.12

                	
                  Governing
                    Law.

                	
                  62

                
	
                  10.13

                	
                  Headings.

                	
                  62

                
	
                  10.14

                	
                  Multiple
                    Originals.

                	
                  62

                
	
                  10.15

                	
                  Amendment
                    or Waiver.

                	
                  62

                
	
                  10.16

                	
                  Waiver
                    of Jury Trial.

                	
                  63

                
	
                  10.17

                	
                  Consent
                    to Jurisdiction and Service of Process.

                	
                  63

                
	
                  10.18

                	
                  Indemnification;
                    Damage Waiver.

                	
                  64

                
	
                  10.19

                	
                  Regulatory
                    Requirements.

                	
                  65

                
	
                  10.20

                	
                  USA
                    Patriot-Act Notice.

                	
                  65

                
	
                  ARTICLE
                    XI. COLLATERAL AGENCY PROVISIONS

                	
                  65

                
	
                  11.01

                	
                  Appointment.

                	
                  65

                
	
                  11.02

                	
                  Delegation
                    of Duties.

                	
                  65

                
	
                  11.03

                	
                  Exculpatory
                    Provisions.

                	
                  66

                
	
                  11.04

                	
                  Reliance
                    by Collateral Agent.

                	
                  66

                
	
                  11.05

                	
                  Notices
                    of Default.

                	
                  66

                
	
                  11.06

                	
                  Non-Reliance
                    on the Collateral Agent and Other Lenders.

                	
                  67

                
	
                  11.07

                	
                  Indemnification.

                	
                  67

                
	
                  11.08

                	
                  The
                    Collateral Agent in Its Individual Capacity.

                	
                  67

                
	
                  11.09

                	
                  Resignation
                    of the Collateral Agent; Successor Collateral Agent.

                	
                  68

                
	
                  11.10

                	
                  Reimbursement
                    by Lenders.

                	
                  68

                
	
                  11.11

                	
                  Reaffirmation
                    of Subdebt Obligations by Loan Parties; Assumption of MOAC obligations
                    by
                    GFNA.

                	
                  68

                


        

      


      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      


      EXHIBITS
        AND SCHEDULES

      


      SCHEDULES

      

        
          	
                  3.01

                	
                  Issue
                    Price of Notes and Warrants

                
	
                  6.10

                	
                  Environmental
                    Compliance

                
	
                  6.18

                	
                  IP
                    Rights

                
	
                  6.22

                	
                  Business
                    and Collateral Locations; Etc.

                
	
                  6.23

                	
                  Material
                    Agreements

                
	
                  6.24

                	
                  Affiliate
                    Transactions

                
	
                  6.25

                	
                  Capitalization

                
	
                  10.09

                	
                  Addresses
                    of Loan Parties and Lenders

                


        

      

      


      EXHIBITS

      

        
          	
                  A

                	
                  Form
                    of Compliance Certificate

                
	
                  B

                	
                  Form
                    of Officer's Certificate

                
	
                  C

                	
                  Form
                    of Closing Certificate

                


        

      

      


      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

      


      AMENDED
        AND RESTATED INVESTMENT AGREEMENT

      


      THIS
        AMENDED AND RESTATED INVESTMENT AGREEMENT
        (this
        "Agreement")
        is
        made and entered into as of October  , 2008, among
        PAC-VAN,
        INC.,
        an
        Indiana corporation (the "Borrower"),
        GFN
        NORTH AMERICA CORP.
        a
        Delaware corporation (“GFNA"),
        LAMINAR
        DIRECT CAPITAL, L.L.C., a
        Delaware limited liability company, as a Lender and in its capacity as
        collateral agent (acting in such capacity, the "Collateral
        Agent")
        and
        the other lenders from time to time party hereto (collectively, the
        "Lenders"
        and
        each individually, a "Lender").

      


      STATEMENT
        OF PURPOSE

      


      A. The
        Borrower issued senior subordinated notes to the Lenders in the aggregate
        original principal amount of $25,000,000 pursuant to the terms of that certain
        Investment Agreement dated as of August 2, 2006, among the Borrower (as
        successor to PVI Acquisition Corporation), Mobile Office Acquisition Corp,
        a
        Delaware corporation ("MOAC"),
        the
        lenders from time to time party thereto, and the Collateral Agent (as successor
        to Laminar Direct Capital L.P.), as collateral agent for such lenders (such
        Investment Agreement, as amended by the First Amendment to Investment Agreement
        and Waiver dated as of August 23, 2007 and the Second Amendment to Investment
        Agreement dated as of September 23, 2008, the "Original
        Investment Agreement").

      


      B. GFNA,
        a
        wholly owned subsidiary of General Finance Corporation, a Delaware corporation
        (“Holdings”),
        was
        organized by Holdings to acquire pursuant to the Parent Merger (defined below)
        all of the issued and outstanding Capital Stock of the MOAC and the
        Borrower.

      


      C. Pursuant
        to the Parent Merger Agreement (as hereinafter defined), MOAC has agreed
        to
        consummate a merger (the "Parent
        Merger")
        with
        GFNA in which GFNA will be the surviving corporation and as a result of which
        GFNA shall (i) assume all of the obligations and liabilities of MOAC, including
        becoming a party to and assuming all of the obligations of MOAC under the
        Original Investment Agreement and the other Loan Documents and (ii) acquire
        of
        the assets of MOAC, including all of the issued and outstanding Capital Stock
        of
        the Borrower.

      


      C. In
        connection with the transactions contemplated by the Parent Merger Agreement,
        the parties hereto wish to fully amend and restate the Original Investment
        Agreement in the form of this Agreement.

      


      D. This
        Agreement is given in replacement of and in substitution for the Original
        Investment Agreement.

      


      AGREEMENT

      


      In
        consideration of the mutual covenants and agreements herein contained, the
        parties hereto hereby amend, restate and replace the Original Investment
        Agreement in its entirety as set forth herein and agree as follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        I.

      DEFINITIONS
        AND ACCOUNTING TERMS

      1.01 Defined
        Terms.

      


      As
        used
        in this Agreement, the following terms shall have the meanings set forth
        below:

      


      "Accrual
        Rate"
        has the
        meaning set forth in Section 4.02(b).

      


      "Acquisition"
        means,
        with respect to any Person, the acquisition by such Person, in a single
        transaction or in a series of related transactions, of all of the Capital
        Stock
        or all or substantially all of the property, or a business unit or product
        line,
        of another Person, whether or not involving a merger or consolidation with
        such
        other Person and whether for cash, property, services, assumption of
        Indebtedness, securities or otherwise. 

      


      "Additional
        Cash Amount"
        has the
        meaning set forth in Section 4.02(c).

      


      "Additional
        Interest Amount"
        has the
        meaning set forth in Section 4.02(c).

      


      "Affiliate"
        shall
        mean, with respect to any Person, any other Person that, directly or indirectly,
        controls, is controlled by or is under common control with such entity or
        individual or is a director, manager or executive officer of such entity.
        

      


      "Agreement"
        has the
        meaning set forth in the first paragraph hereof.

      


      "Aggregate
        Accrual"
        has the
        meaning set forth in Section 4.08.

      


      "Amendment
        Effective Date"
        means
        the date of this Agreement.

      


      "Approved
        Fund"
        means
        any Fund that is administered or managed by (a) a Lender, (b) an Affiliate
        of a
        Lender or (c) an entity or an Affiliate of an entity that administers or
        manages
        a Lender.

      


      "Assignment
        and Assumption"
        has the
        meaning set forth in Section 10.10.

      


      "Assumption
        Agreement"
        means
        the Assumption Agreement dated as of the Original Closing Date by and between
        the Borrower and the Collateral Agent (as successor to Laminar Direct Capital,
        L.P.).

      


      "Attorney
        Costs"
        means
        and includes all reasonable fees, out of pocket expenses and disbursements
        of
        any law firm or other external counsel.

      


      "Attributable
        Indebtedness"
        means,
        on any date, (a) in respect of any Capitalized Lease of any Person, the
        capitalized amount thereof that would appear on a balance sheet of such Person
        prepared as of such date in accordance with GAAP, (b) in respect of any
        Synthetic Lease Obligation, the capitalized amount of the remaining lease
        payments under the relevant lease that would appear on a balance sheet of
        such
        Person prepared as of such date in accordance with GAAP if such lease were
        accounted for as a Capitalized Lease, and (c) all Synthetic Debt of such
        Person.

      


      "Audited
        Financial Statements"
        means a
        collective reference to (i) the audited consolidated balance sheet of the
        Borrower and its Subsidiaries for the fiscal year ended
        December 31, 2007, and the related consolidated statements of income
        or operations, shareholders' equity and cash flows for such fiscal year of
        the
        Borrower and its Subsidiaries, including the notes thereto and (ii) the audited
        consolidated balance sheet of Holdings and its Subsidiaries for the fiscal
        year
        ended June 30, 2007, and the related consolidated statements of income or
        operations, shareholders' equity and cash flows for such fiscal year of Holdings
        and its Subsidiaries, including the notes thereto.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      "Book
        Value"
        means
        (a) the aggregate purchase price of one or more Rental Units, as applicable,
        including capitalized freight costs and initial preparation costs, less
        (b)
        accumulated depreciation (including depreciation or amortization of any
        capitalized freight costs and initial preparation costs); provided,
        however,
        notwithstanding any provision of this Agreement to the contrary, this term
        shall
        not include the aggregate purchase price (nor any offsetting depreciation
        or
        amortization with respect thereto) of any Rental Units physically located
        outside of the United States of America in excess of the lesser of (A) such
        Rental Units having an aggregate Book Value, at the time of determination,
        in
        excess of Fifty Thousand Dollars ($50,000.00) or (B) the Book Value of the
        twenty-five (25) such Rental Units having the lowest aggregate Book Value
        at the
        time of determination. 

      


      "Borrower"
        has the
        meaning set forth in the first paragraph of this Agreement.

      


      "Business
        Day"
        means
        any day other than a Saturday, Sunday or other day on which commercial banks
        are
        authorized to close under the Laws of, or are in fact closed in, Houston,
        TX or
        New York, NY.

      


      "Capital
        Expenditures"
        shall
        mean expenditures made by the Borrower or its Subsidiaries to acquire or
        construct, or as deferred maintenance to repair or maintain, real property,
        fixed assets, plant and equipment required to be capitalized in accordance
        with
        GAAP, including, but not limited to, the purchase of existing and additional
        Rental Units.

      


      "Capitalized
        Leases"
        means
        all leases that have been or should be, in accordance with GAAP, recorded
        as
        capitalized leases. 

      


      "Capital
        Stock"
        shall
        mean (a) in the case of a corporation, capital stock, (b) in the case of
        an
        association or business entity, any and all shares, interests, participations,
        rights or other equivalents (however designated) of capital stock, (c) in
        the
        case of a partnership, partnership interests (whether general or limited),
        (d)
        in the case of a limited liability company, membership interests and (e)
        any
        other equity interest or participation that confers on a Person the right
        to
        receive a share of the profits and losses of, or distributions of assets
        of, the
        issuing Person.

      


      "Cash
        Pay Period"
        has the
        meaning set forth in Section 4.02(b).

      


      "Cash
        Pay Rate"
        has the
        meaning set forth in Section 4.02(b).

      


      "Change
        of Control"
        means:

      


      (a) each
        and
        every issue, sale, transfer, pledge or other disposition, directly or
        indirectly, of shares of capital stock or other ownership interests, as
        applicable, which, after giving effect thereto, results in:

      


      (i) with
        respect to Holdings:

      


      (A) any
        "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of
        the Securities Exchange Act of 1934, but excluding (i) any natural person
        that
        is an officer or director of, or any group consisting of in natural persons
        that
        are officers or directors of, Holdings as of the Amendment Effective Date
        and
        (ii) any employee benefit plan of such person or its subsidiaries, and any
        person or entity acting in its capacity as trustee, agent or other fiduciary
        or
        administrator of any such plan) becomes the "beneficial owner" (as defined
        in
        Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that
        a
        person or group shall be deemed to have "beneficial ownership" of all securities
        that such person or group has the right to acquire, whether such right is
        exercisable immediately or only after the passage of time (such right, an
        "option
        right")),
        directly or indirectly, of 49% or more of the equity securities of Holdings
        entitled to vote for members of the board of directors or equivalent governing
        body of Holdings on a fully-diluted basis (and taking into account all such
        securities that such "person" or "group" has the right to acquire pursuant
        to
        any option right); or

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (B) during
        any period of 24 consecutive months, a majority of the members of the board
        of
        directors or other equivalent governing body of Holdings ceases to be composed
        of individuals (i) who were members of that board or equivalent governing
        body on the first day of such period, (ii) whose election or nomination to
        that board or equivalent governing body was approved by individuals referred
        to
        in clause (i) above constituting at the time of such election or nomination
        at least a majority of that board or equivalent governing body or
        (iii) whose election or nomination to that board or other equivalent
        governing body was approved by individuals referred to in clauses (i) and
        (ii) above constituting at the time of such election or nomination at least
        a
        majority of that board or equivalent governing body (excluding, in the case
        of
        both clause (ii) and clause (iii), any individual whose initial
        nomination for, or assumption of office as, a member of that board or equivalent
        governing body occurs as a result of an actual or threatened solicitation
        of
        proxies or consents for the election or removal of one or more directors
        by any
        person or group other than a solicitation for the election of one or more
        directors by or on behalf of the board of directors); or

      


      (C) any
        Person or two or more Persons acting in concert (other than any natural Person
        that is an officer or director of, or two or more natural Persons that are
        officers or directors of, Holdings as of the Amendment Effective Date) shall
        have acquired by contract or otherwise, or shall have entered into a contract
        or
        arrangement that, upon consummation thereof, will result in its or their
        acquisition of the power to exercise, directly or indirectly, a controlling
        influence over the management or policies of Holdings, or control over the
        equity securities of Holdings entitled to vote for members of the board of
        directors or equivalent governing body of Holdings on a fully-diluted basis
        (and
        taking into account all such securities that such Person or Persons have
        the
        right to acquire pursuant to any option right) representing 49% or more of
        the
        combined voting power of such securities; or

      


      (ii) with
        respect to the Parent, from and after the Amendment Effective Date, Holdings
        failing to own legally and beneficially (directly or indirectly) eighty percent
        (80%) of the Capital Stock of the Parent; or 

      


      (iii) with
        respect to the Borrower, the Parent failing to own legally and beneficially
        (directly or indirectly) one hundred percent (100%) of the Capital Stock of
        the Borrower; or 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (iii) with
        respect to each of the Subsidiaries of the Borrower, the Borrower failing
        to own
        legally or beneficially (directly or indirectly) one hundred percent (100%)
        of
        the Capital Stock of each such Subsidiary; or 

      


      (b) there
        shall have occurred under any Senior Transaction Document a "Change of Control"
        or similar provision (as set forth in such Senior Transaction Document).
        

      


      "Change
        of Control Offer"
        has the
        meaning set forth in Section 4.05(a).

      


      "Change
        of Control Payment"
        has the
        meaning set forth in Section 4.05(a).

      


      "Change
        of Control Payment Date"
        has the
        meaning set forth in Section 4.05(a).

      


      "Claymon
        Expenses"
        means
        those expenses of Matthew Claymon, Scott Claymon and/or Brent Claymon of
        the
        types described on Schedule
        6.2(h)
        of the
        Original Merger Agreement and paid or reimbursed to such Person by the
        Borrower.

      


      "Closing"
        has the
        meaning set forth in Section 3.01(b).

      


      "Closing
        Date"
        has the
        meaning set forth in Section
        3.01(b).
        

      


      "Code"
        means
        the Internal Revenue Code of 1986, as amended, and any successor statute
        of
        similar import, together with the regulations thereunder, in each case as
        in
        effect from time to time. References to sections of the Code shall be construed
        to also refer to any successor sections.

      


      "Collateral"
        shall
        mean any and all assets or properties (whether real or personal, tangible
        or
        intangible), including any and all rights or interests therein of each Loan
        Party in which a Lien is, or is required to be, from time to time, granted
        as
        security for the Subdebt Obligations (or any portion thereof) pursuant to
        the
        Subdebt Security Documents.

      


      "Collateral
        Agent"
        has the
        meaning set forth in the first paragraph of this Agreement.

      


      "Compliance
        Certificate"
        has the
        meaning set forth in Section
        7.05(c).

      


      "Consolidated
        EBITDA"
        means,
        for any period, for the Borrower and its Subsidiaries on a consolidated basis,
        an amount equal to Consolidated Net Income plus,
        without
        duplication the following to the extent deducted in calculating such
        Consolidated Net Income: (i) Consolidated Interest Expense, (ii) the provision
        for Federal, state, local and foreign income taxes payable by the Borrower
        and
        its Subsidiaries, (iii) depreciation and amortization expense, (iv) Claymon
        Expenses in an amount not to exceed $186,000 per year, (v) non-cash expenses
        of
        the Borrower resulting from the grant of stock options to employees of the
        Borrower or any Subsidiary pursuant to a written plan or agreement in an
        amount
        not to exceed $500,000 per year, (vi) non-cash expenses of the Borrower of
        the
        type described in the foregoing clause (v) in excess of $500,000 per year
        to the
        extent approved in writing by the Collateral Agent, (viii) distributions
        paid by
        the Borrower to GFNA pursuant to and in accordance with the terms of
Section
        8.09(b)
        and
        (ix) on
        a
        one-time basis expenses of the Borrower for stock options in connection with
        the
        Parent Merger Agreement not to exceed $1,400,000. In addition, it is
        acknowledged and agreed that for the purposes of all calculations of
        Consolidated EBITDA hereunder, after the consummation of any Permitted
        Acquisition, income statement items, cash flow statement items and other
        balance
        sheet items (whether positive or negative) attributable to the Person or
        property acquired shall, to the extent not otherwise included in such items
        for
        the Borrower and its Subsidiaries in accordance with GAAP, be included to
        the
        extent relating to any period applicable in such calculations.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      "Consolidated
        Interest Expense"
        means,
        for any period, for the Borrower and its Subsidiaries on a consolidated basis,
        interest expense for such period, including but not limited to interest owed
        hereunder, under the Senior Indebtedness and all imputed interest on Capitalized
        Leases.

      


      "Consolidated
        Net Income"
        means,
        for any period, for the Borrower and its Subsidiaries on a consolidated basis,
        net income (or loss) for such period, excluding any gains from Dispositions,
        any
        extraordinary gains, and any gains from discontinued operations. 

      


      "Consolidated
        Funded Debt"
        shall
        mean, as of any date of determination, all Funded Debt of GFNA, the Borrower
        and
        the Subsidiaries of the Borrower on a consolidated basis. 

      


      "Consolidated
        Scheduled Funded Debt Payments"
        means,
        for any period, for GFNA and its Subsidiaries
        on a
        consolidated basis, the sum of all scheduled payments of principal on
        Consolidated Funded Debt, as determined in accordance with GAAP. For purposes
        of
        this definition, "scheduled payments of principal" shall
        be
        deemed to include
        all Attributable Indebtedness in respect of Capitalized Leases and Synthetic
        Lease Obligations.

      


      "Contractual
        Obligations"
        shall
        mean, with respect to any Person, any term or provision of any securities
        issued
        by such Person, or any indenture, mortgage, deed of trust, contract,
        undertaking, document, instrument or other agreement to which such Person
        is a
        party or by which it or any of its properties is bound or to which it or
        any of
        its properties is subject.

      


      "Control
        Agent"
        has the
        meaning set forth in the Intercreditor Agreement.

      


      "Control
        Agreement"
        means
        the Control Agreement dated as of the Amendment Effective Date by and among
        the
        GFNA, the Senior Agent, the Borrower and the Collateral Agent 

      


      "Debtor
        Relief Laws"
        means
        the Bankruptcy Code of the United States, and all other liquidation,
        conservatorship, bankruptcy, assignment for the benefit of creditors,
        moratorium, rearrangement, receivership, insolvency, reorganization, or similar
        debtor relief Laws of the United States or other applicable jurisdictions
        from
        time to time in effect and affecting the rights of creditors
        generally.

      


      "Default"
        means
        any event or condition that constitutes an Event of Default or that,
        with
        the
        giving of any notice, the passage of time, or both, would be an Event of
        Default.

      


      "Default
        Rate"
        has the
        meaning set forth in Section 4.02(d).

      


      "Disposition"
        or
        "Dispose"
        means
        the sale, transfer, license, lease or other disposition (including any sale
        and
        leaseback transaction) of any property by any Person, including any sale,
        assignment, transfer or other disposal, with or without recourse, of any
        notes
        or accounts receivable or any rights and claims associated
        therewith.

      


      "Disposition
        Proceeds"
        has the
        meaning set forth in Section 4.03(b).

      


      "Dollar"
        and
        "$"
        mean
        lawful money
        of the
        United States.

      


      "Eligible
        Transferee"
        means:
        (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d)
        any
        other Person (other than a natural person) approved by the Collateral Agent;
        provided,
        that,
        notwithstanding the foregoing, "Eligible Transferee" shall not include the
        Borrower, the Parent, Holdings, Ronald F. Valenta, Ronald L. Havner, Jr.
        or any
        of their Affiliates or Subsidiaries.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      "Environmental
        Laws"
        means
        any and all Federal, state, local, and foreign statutes, laws, regulations,
        ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
        franchises, licenses, agreements or governmental restrictions relating to
        pollution and the protection of the environment or the release of any materials
        into the environment, including those related to hazardous substances or
        wastes,
        air emissions and discharges to waste or public systems.

      


      "ERISA"
        shall
        mean the Employee Retirement Income Security Act of 1974, as amended from
        time
        to time, and any successor statute.

      


      "ERISA
        Affiliate"
        shall
        mean any (a) corporation which is or was at any time a member of the same
        controlled group of corporations (within the meaning of Section 414(b) of
        the
        Internal Revenue Code) as the Loan Parties or any of their Subsidiaries;
        (b)
        partnership or other trade or business (whether or not incorporated) at any
        time
        under common control (within the meaning of Section 414(c) of the Internal
        Revenue Code) with the Loan Parties or any of their Subsidiaries; and (c)
        member
        of the same affiliated service group (within the meaning of Section 414(m)
        of
        the Internal Revenue Code) as the Loan Parties or any of their Subsidiaries,
        any
        corporation described in clause (a) above, or any partnership or trade or
        business described in clause (b) above.

      


      "ERISA
        Event"
        means:
        (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by
        the
        Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063
        of
        ERISA during a plan year in which it was a substantial employer (as defined
        in
        Section 4001(a)(2) of ERISA) or a cessation of operations that is treated
        as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial
        withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan
        or
        notification that a Multiemployer Plan is in reorganization; (d) the filing
        of a
        notice of intent to terminate, the treatment of a Plan amendment as a
        termination under Sections 4041 or 4041A of ERISA, or the commencement of
        proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan;
        (e)
        an event or condition which constitutes grounds under Section 4042 of ERISA
        for
        the termination of, or the appointment of a trustee to administer, any Pension
        Plan or Multiemployer Plan; or (f) the imposition of any liability under
        Title
        IV of ERISA, other than for PBGC premiums due but not delinquent under Section
        4007 of ERISA, upon the Borrower or any ERISA Affiliate. 

      


      "Event
        of Default"
        has the
        meaning set forth in Section 9.01.

      


      "Exchange
        Act"
        means
        the Securities Exchange Act of 1934, as amended, and the rules and regulations
        of the SEC thereunder.

      


      "Financial
        Affiliate"
        means a
        Subsidiary of the bank holding company controlling any Lender, which Subsidiary
        is engaging in any of the activities permitted by Section 4(e) of the Bank
        Holding Company Act of 1956 (12 U.S.C. §1843).

      


      "Fixed
        Charge Coverage Ratio"
        means,
        as of the last day of any fiscal quarter of the Borrower and its Subsidiaries,
        the ratio for the four fiscal quarter period ending on such date of (a) the
        sum of (i) Consolidated EBITDA minus
        (ii) cash taxes paid by the Borrower and it Subsidiaries minus
        (iii)
        distributions to (b) the sum of (i) Consolidated Interest Expense,
plus
        (ii) Consolidated Scheduled Funded Debt Payments.

      


      "Flood
        Hazard Property"
        shall
        mean a property in an area designated by the Federal Emergency Management
        Agency
        as having special flood or mud slide hazards. 

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      "Foreign
        Subsidiary"
        shall
        mean, with respect to any Person, any Subsidiary of such Person that is not
        organized under the laws of any political subdivision of the United
        States.

      


      "FRB"
        means
        the Board of Governors of the Federal Reserve System of the United
        States.

      


      "Fund"
        means
        any person (other than a natural person) that is (or will be) engaged in
        making,
        purchasing, holding or otherwise investing in commercial real estate loans
        and
        similar extensions of credit in the ordinary course of its
        business.

      


      "Funded
        Debt"
        shall
        mean,
        with
        respect to any Person, without duplication, all Indebtedness of such Person
        other than Indebtedness of the type referred to in clauses (c) of the definition
        of "Indebtedness."

      


      "GAAP"
        means
        generally accepted accounting principles in the United States set forth in
        the
        opinions and pronouncements of the Accounting Principles Board and the American
        Institute of Certified Public Accountants and statements and pronouncements
        of
        the Financial Accounting Standards Board or such other principles as may
        be
        approved by a significant segment of the accounting profession in the United
        States, that are applicable to the circumstances as of the date of
        determination, consistently applied.

      


      "GFNA"
        has the
        meaning specified in the first paragraph of this Agreement.

      


      "Government
        Acts"
        shall
        mean any act or omission, whether rightful or wrongful, of any present or
        future
        de jure or de facto government or Governmental Authority.

      


      "Governmental
        Authority"
        shall
        mean any federal, state, local or foreign court or governmental agency,
        authority, instrumentality or regulatory body.

      


      "Guarantee"
        means,
        as to any Person, any (a) any obligation, contingent or otherwise, of such
        Person guaranteeing or having the economic effect of guaranteeing any
        Indebtedness or other obligation payable or performable by another Person
        (the
        "primary obligor") in any manner, whether directly or indirectly, and including
        any obligation of such Person, direct or indirect, (i) to purchase or pay
        (or advance or supply funds for the purchase or payment of) such Indebtedness
        or
        other obligation, (ii) to purchase or lease Property, securities or
        services for the purpose of assuring the obligee in respect of such Indebtedness
        or other obligation of the payment or performance of such Indebtedness or
        other
        obligation, (iii) to maintain working capital, equity capital or any other
        financial statement condition or liquidity or level of income or cash flow
        of
        the primary obligor so as to enable the primary obligor to pay such Indebtedness
        or other obligation, or (iv) entered into for the purpose of assuring in
        any other manner the obligee in respect of such Indebtedness or other obligation
        of the payment or performance thereof or to protect such obligee against
        loss in
        respect thereof (in whole or in part), or (b) any Lien on any assets of
        such Person securing any Indebtedness or other obligation of any other Person,
        whether or not such Indebtedness or other obligation is assumed by such Person
        (or any right, contingent or otherwise, of any holder of such Indebtedness
        to
        obtain any such Lien). The amount of any Guarantee shall be deemed to be
        an
        amount equal to the stated or determinable amount of the related primary
        obligation, or portion thereof, in respect of which such Guarantee is made
        or,
        if not stated or determinable, the maximum reasonably anticipated liability
        in
        respect thereof as determined by the guaranteeing Person in good faith. The
        term
        "Guarantee"
        as a
        verb has a corresponding meaning.

       

      "Guarantors"
        shall
        mean, collectively, the Parent and each other Person that hereafter provides
        a
        guaranty of the Subdebt Obligations, in each case together with their successors
        and permitted assigns, and "Guarantor"
        shall
        mean any one of them.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      "Holdings"
        has the
        meaning set forth in the Statement of Purpose.

      


      "Holdback
        Note"
        means
        that certain subordinated, unsecured promissory note of the Parent in favor
        of
        D.E Shaw Laminar Portfolios, L.L.C. ("Lamport")
        dated
        as of the Amendment Effective Date, in an aggregate original principal amount
        of
        $1,500,000, which promissory note was issued to Lamport part of the
        consideration paid to it as a shareholder of MOAC in connection with the
        Parent
        Merger.

      


      "Indebtedness"
        means,
        with respect to any Person, without duplication, all
        of
        the following, whether or not included as indebtedness or liabilities in
        accordance with GAAP: (a) all obligations of such Person for borrowed money
        and
        all obligations of such Person evidenced by bonds, debentures, notes, loan
        agreements or other similar instruments; (b) the maximum amount of all direct
        or
        contingent obligations of such Person arising under letters of credit (including
        standby and commercial), bankers' acceptances, bank guaranties, surety bonds
        and
        similar instruments; (c) net obligations of such Person under any Swap Contract;
        (d) all obligations of such Person to pay the deferred purchase price of
        property or services (other than trade accounts payable in the ordinary course
        of business and not past due for more than 60 days after the date on which
        such
        trade account was created); (e) indebtedness (excluding prepaid interest
        thereon) secured by a Lien on property owned or being purchased by such Person
        (including indebtedness arising under conditional sales or other title retention
        agreements), whether or not such indebtedness shall have been assumed by
        such
        Person or is limited in recourse; (f) all Attributable Indebtedness of such
        Person; (g) all obligations of such Person to purchase, redeem, retire, defease
        or otherwise make any payment in respect of any Capital Stock of such Person
        or
        any other Person or any warrant, right or option to acquire such Capital
        Stock,
        valued, in the case of a redeemable preferred interest, at the greater of
        its
        voluntary or involuntary liquidation preference plus accrued and unpaid
        dividends; and (h) all Guarantees of such Person in respect of any of the
        foregoing. For all purposes hereof, the Indebtedness of any Person shall
        include
        the Indebtedness of any partnership or joint venture (other than a joint
        venture
        that is itself a corporation or limited liability company) in which such
        Person
        is a general partner or a joint venturer, unless such Indebtedness is expressly
        made non-recourse to such Person. The amount of any net obligation under
        any
        Swap Contract on any date shall be deemed to be the Swap Termination Value
        thereof as of such date.

      


      "Indemnified
        Party"
        has the
        meaning set forth in Section 10.18.

      


      "Ineligible
        Securities"
        means
        Securities which may not be underwritten or dealt in by member banks of the
        Federal Reserve System under Section 16 of the Banking Act of 1993
        (12 U.S.C. §24, Seventh), as amended.

      


      "Interest
        Payment Date"
        has the
        meaning set forth in Section
        4.02(a).

      


      "Internal
        Control Event"
        means a
        material weakness in, or fraud that involves management or other employees
        who
        have a significant role in, the Borrower's internal controls over financial
        reporting, in each case as described in the Securities Laws.

      


      "Insolvency
        Proceeding"
        means
        any proceeding commenced by or against any Person under any Debtor Relief
        Law.

      


      "Intercreditor
        Agreement"
        means
        the Subordination and Intercreditor Agreement, dated as of the Original Closing
        Date among the Borrower, the Senior Agent and Laminar, as subordinated agent
        for
        the Lenders, as amended by the First Amendment thereto dated as of August
        23,
        2007 and the Second Amendment thereto dated as of September 23,
        2008.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      "Investment"
        in
        any
        Person means (a) any Acquisition of such Person or its Property,
        (b) any other acquisition of Capital Stock, bonds, notes, debentures,
        partnership, joint ventures or other ownership interests or other securities
        of
        such other Person, (c) any deposit with, or advance, loan or other
        extension of credit to, such Person (other than deposits made in connection
        with
        the purchase of equipment inventory and supplies in the ordinary course of
        business) or (d) any other capital contribution to or investment in such
        Person, including, without limitation, any Guarantee (including any support
        for
        a letter of credit issued on behalf of such Person) incurred for the benefit
        of
        such Person and any Disposition to such Person for consideration less than
        the
        fair market value of the Property disposed in such transaction, but excluding
        any Restricted Payment to such Person. Investments
        which are capital contributions or purchases of Capital Stock which have
        a right
        to participate in the profits of the issuer thereof shall be valued at the
        amount (or, in the case of any Investment made with Property other than cash,
        the book value of such Property) actually contributed or paid (including
        cash
        and
        non-cash consideration
        and any
        assumption of Indebtedness) to purchase such Capital Stock as of the date
        of
        such contribution or payment, less the amount of all repayments and returns
        of
        principal or capital thereon to the extent paid in cash or Cash Equivalents
        (or,
        in the case of any Investment made with property other than cash, upon return
        of
        such property, by an amount equal to the lesser of the book value of such
        property at the time of such Investment or the fair market value of such
        property at the time of such return) and received after the Original Closing
        Date. Investments which are loans, advances, extensions of credit or Guarantees
        shall be valued at the principal amount of such loan, advance or extension
        of
        credit outstanding
        as of the date of determination or, as applicable, the principal amount of
        the
        loan or advance outstanding as of the date of determination actually guaranteed
        by such Guarantees. 

      


      "IPO",
        with
        respect to any Person, means an initial public offering of Capital Stock
        of such
        Person, or such Person becoming subject to the Exchange Act.

      


      "IP
        Rights"
        has the
        meaning set forth in Section
        6.18.

      


      "IRS"
        means
        the United States Internal Revenue Service.

      


      "Laminar"
        means
        Laminar Direct Capital L.L.C., a Delaware limited liability company, and
        its
        successors and assigns.

      


      "Lamport"
        means
        D. E. Shaw Laminar Portfolios, L.L.C.

      


      "Laws"
        means,
        collectively, all international, foreign, Federal, state and local statutes,
        treaties, rules, guidelines, regulations, ordinances, codes and administrative
        or judicial precedents or authorities, including the interpretation or
        administration thereof by any Governmental Authority charged with the
        enforcement, interpretation or administration thereof, and all applicable
        administrative orders, directed duties, requests, licenses, authorizations
        and
        permits of, and agreements with, any Governmental Authority, in each case
        having
        the force of law.

      


      "Lender"
        or
        "Lenders"
        has the
        meaning set forth in the introductory paragraph hereto and their respective
        successors and assigns.

      


      "Lien"
        means
        any mortgage, pledge, hypothecation, assignment, deposit arrangement,
        encumbrance, lien (statutory or other), charge, or preference, priority or
        other
        security interest or preferential arrangement in the nature of a security
        interest of any kind or nature whatsoever (including any conditional sale
        or
        other title retention agreement, any easement, right of way or other encumbrance
        on title to real property, and any financing lease having substantially the
        same
        economic effect as any of the foregoing).

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      "Loan
        Documents"
        means
        this Agreement, the Notes, the Assumption Agreement, the Subdebt Collateral
        Documents, the Subdebt Parent Guaranty and any guaranty or similar document
        executed by any Person or Persons and the Collateral Agent in connection
        with
        this Agreement, the exhibits and schedules attached to any of the aforementioned
        documents and any other documents entered into in connection therewith.


      


      "Loan
        Parties"
        means,
        collectively, the Borrower and the Guarantors. 

      


      "Losses"
        has the
        meaning set forth in Section 10.18. 

      


      "Material
        Adverse Effect"
        means
        (a) a material adverse effect on the properties, assets, liabilities (actual
        or
        contingent), business, operations, prospects, income or condition (financial
        or
        otherwise) of Borrower or the Borrower and its Subsidiaries, (b) a material
        impairment of the ability of any Loan Party, to perform its obligations under
        any of the Loan Documents to which it is a party or (c) a material adverse
        effect upon the legality, validity, binding effect or enforceability against
        any
        Loan Party of any Loan Document to which it is a party. 

       

      "Maturity
        Date"
        has the
        meaning set forth in Section 4.01.

      


      "Maximum
        Accrual"
        has the
        meaning set forth in Section 4.08.

      


      "MOAC"
        has the
        meaning specified in the Statement of Purpose.

      


      "Multiemployer
        Plan"
        shall
        mean a "multiemployer plan" as defined in Section
        4001(a)(3)
        of ERISA
        and (a) which is, or within the immediately preceding six (6) years was,
        contributed to by any Loan Parties or any of their Subsidiaries or ERISA
        Affiliates or (b) with respect to which any Loan Parties or any of their
        Subsidiaries may incur any liability.

      


      "Net
        Cash Proceeds"
        means:

      


      (a) with
        respect to any incurrence of any Indebtedness by any Loan
        Party,
        the
        aggregate amount of all cash received by such Loan
        Party
        in
        respect of such Indebtedness, net of all reasonable fees, discounts, commissions
        and expenses incurred by such Loan
        Party
        in
        connection therewith;

      


      (b) with
        respect to the sale of any asset by any Loan
        Party or any Recovery Event,
        the
        excess, if any, of (i) the sum of cash and cash equivalents received in
        connection with such sale (including any cash received by way of deferred
        payment pursuant to, or by monetization of, a note receivable or otherwise,
        but
        only as and when so received) or Recovery Event over (ii) the sum of
        (A) the principal amount of any Indebtedness that is secured by such asset
        and that is required to be repaid in connection with the sale thereof (other
        than Indebtedness under the Loan Documents), (B) the out-of-pocket fees and
        expenses incurred by such Loan
        Party
        in
        connection with such sale or Recovery Event, (C) income taxes reasonably
        estimated to be actually payable within two years of the date of the relevant
        asset sale as a result of any gain recognized in connection therewith and
        (D) reasonable reserves for indemnification established in connection with
        such sale in accordance with GAAP; and

      


      (c) with
        respect to the sale of any Capital Stock by any Loan
        Party,
        the
        excess of (i) the sum of the cash and cash equivalents received in
        connection with such sale over (ii) the underwriting discounts and
        commissions, fees and other out-of-pocket expenses, incurred by such
Loan
        Party
        in
        connection with such sale.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      "Note"
        or
        "Notes"
        has the
        meaning set forth in Section 2.01,
        as the
        same may be modified, supplemented, restated and/or amended from time to
        time in
        accordance with the terms hereof and thereof.

      


      "Observer"
        has the
        meaning set forth in Section
        7.01.

      


      "Offering
        Memorandum"
        has the
        meaning set forth in Section 7.03.

      


      "Organization
        Documents"
        means:
        (a) with respect to any corporation, the certificate or articles of
        incorporation and the bylaws (or equivalent or comparable constitutive documents
        with respect to any non-U.S. jurisdiction); (b) with respect to any limited
        liability company, the certificate or articles of formation or organization
        and
        operating agreement; and (c) with respect to any partnership, joint
        venture, trust or other form of business entity, the partnership, joint venture
        or other applicable agreement of formation or organization and any agreement,
        instrument, filing or notice with respect thereto filed in connection with
        its
        formation or organization with the applicable Governmental Authority in the
        jurisdiction of its formation or organization and, if applicable, any
        certificate or articles of formation or organization of such
        entity.

      


      "Original
        Closing Date"
        means
        August 2, 2006.

      


      "Original
        Investment Agreement"
        has the
        meaning specified in the Statement of Purpose.

      


      "Original
        Merger Agreement"
        means
        that certain Agreement and Plan of Merger dated
        as
        of July 12, 2006 by and among the Acquired Company, the Parent, PV Acquisition
        Corporation, Brent Claymon, Scott Claymon and Matthew Claymon, as
        amended, restated, supplemented or otherwise modified pursuant to the terms
        and
        conditions set forth in this Agreement and all exhibits and schedules thereto;
        provided
        that the
        Required Lenders shall have approved any material amendment, supplement or
        other
        modification thereto (including, without limitation, the waiver of any material
        condition to closing).

      


      "Original
        Transaction"
        means
        (a) the merger of PV Acquisition Corporation with and into the Borrower,
        pursuant to which the Borrower became a direct, wholly owned subsidiary of
        MOAC,
        (b) the refinancing of all Funded Debt of the Borrower and its Subsidiaries
        existing as of the date of such merger and (c) all financing, equity
        contributions and other transaction related thereto.

      


      "Other
        Taxes"
        has the
        meaning set forth in Section 4.07(b).

      


      "Parent"
        means
(i) prior
        to the consummation of the Parent Merger, MOAC, and (ii) thereafter,
        GFNA.

      


      "Parent
        Merger"
        has the
        meaning specified in the Statement of Purpose.

      


      "Parent
        Merger Agreement"
        means
        that certain Agreement and Plan of Merger dated
        as
        of July 24, 2008, by and among Holdings, GFNA, the Borrower, MOAC and the
        shareholders of MOAC, and
        all
        exhibits and schedules thereto; provided
        that the
        Required Lenders shall have approved any material amendment, supplement or
        other
        modification thereto (including, without limitation, the waiver of any material
        condition to closing).

      


      "Parent
        Merger Documents"
        means
the
        Parent Merger Agreement and each other document, instrument, certificate
        and
        agreement executed or delivered in connection therewith or otherwise referred
        to
        therein or contemplated thereby, and all exhibits and schedules thereto;
        provided
        that the
        Required Lenders shall have approved any material amendment, supplement or
        other
        modification thereto (including, without limitation, the waiver of any material
        condition to closing).

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      "Patriot
        Act"
        has the
        meaning set forth in Section 10.20.

      


      "PBGC"
        means
        the Pension Benefit Guaranty Corporation.

      


      "Pension
        Plan"
        means
        any "employee pension benefit plan" (as such term is defined in Section 3(2)
        of
        ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA
        and is sponsored or maintained by the Borrower or any ERISA Affiliate or
        to
        which the Borrower or any ERISA Affiliate contributes or has an obligation
        to
        contribute, or in the case of a multiple employer or other plan described
        in
        Section 4064(a) of ERISA, has made contributions at any time during the
        immediately preceding five plan years.

       

      "Permitted
        Acquisition"
        means
        an Acquisition permitted pursuant to the terms of Section
        8.12(e).

      


      "Person"
        means
        any individual, sole proprietorship, partnership, joint venture, limited
        liability company, trust, unincorporated organization, association, corporation,
        institution, entity or government (whether national, Federal, state, county,
        city, municipal or otherwise, including, without limitation, any
        instrumentality, division, agency, body or department thereof).

      


      "PIK
        Amount"
        has the
        meaning set forth in Section 4.02(c).

      


      "Plan"
        means
        any "employee benefit plan" (as such term is defined in Section 3(3) of ERISA)
        established by the Borrower or, with respect to any such plan that is subject
        to
        Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate. 

      


      "Principal"
        has the
        meaning set
        forth
        in Section 4.01.

      


      "PTE"
        has the
        meaning set forth in Article
        VIA.

      


      "QPAM"
        has the
        meaning set forth in Article
        VIA.

      


      "QPAM
        Exception"
        has the
        meaning set forth in Article
        VIA.

      


      "Recovery
        Event"
        shall
        mean the receipt by any Loan Party or any Subsidiary of any cash insurance
        proceeds or condemnation or expropriation award payable by reason of theft,
        loss, physical destruction or damage, taking or similar event with respect
        to
        any of their respective property or assets.

      


      "Regulatory
        Requirement"
        has the
        meaning set forth in Section 10.19.

      


      "Related
        Parties"
        means,
        with respect to any Person, such Person's Affiliates and the partners,
        directors, officers, employees, agents and advisors of such Person and of
        such
        Person's Affiliates.

      


      "Rental
        Units"
        means
        the mobile or modular office units, modular buildings, storage containers,
        storage trailers and trailers owed by the Borrower, and "Rental
        Units"
        means
        any one of them.

      


      "Reportable
        Event"
        means
        any of the events set forth in Section 4043(c) of ERISA, other than events
        for
        which the 30 day notice period has been waived.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      "Required
        Lenders"
        means,
        as of the date of any determination, Lenders holding more than 51.0% of the
        outstanding Principal of the Notes.

      


      "Resale
        Materials"
        has the
        meaning set forth in Section 7.

      


      "Responsible
        Officer"
        means
        the chief executive officer, president, vice president, chief financial officer,
        treasurer or corporate controller of a Loan Party. Any document delivered
        hereunder that is signed by a Responsible Officer of a Loan Party shall be
        conclusively presumed to have been authorized by all necessary corporate,
        partnership and/or other action on the part of such Loan Party and such
        Responsible Officer shall be conclusively presumed to have acted on behalf
        of
        such Loan Party.

      


      "Restricted
        Payment"
        means
        (a) any dividend or other distribution (whether in cash, securities or other
        property) with respect to any capital stock or other Capital Stock of any
        Person
        or any of its Subsidiaries, or (b) any payment (whether in cash, securities
        or
        other property), including any sinking fund or similar deposit, on account
        of
        the purchase, redemption, retirement, defeasance, acquisition, cancellation
        or
        termination of any such capital stock or other Capital Stock, or on account
        of
        any return of capital to any Person's stockholders, partners or members (or
        the
        equivalent of any thereof), or (c) any option, warrant or other right to
        acquire
        any such dividend or other distribution or payment.

       

      "Sarbanes
        Oxley"
        means
        the Sarbanes-Oxley Act of 2002.

      


      "SEC"
        means
        the Securities and Exchange Commission, or any Governmental Authority succeeding
        to any of its principal functions.

      


      "Securities
        Act"
        means
        the Securities Act of 1933, as amended, and the rules and regulations of
        the SEC
        thereunder.

      


      "Securities
        Laws"
        means
        the Securities Act, the Exchange Act, Sarbanes-Oxley and the applicable
        accounting and auditing principles, rules, standards and practices promulgated,
        approved or incorporated by the SEC or the Public Company Accounting Oversight
        Board, as each of the foregoing may be amended and in effect on any applicable
        date hereunder.

      


      "Senior
        Agent"
        means
        LaSalle Bank National Association, in its capacity as agent under the Senior
        Credit Agreement (and its successors and assigns pursuant to the terms of
        the
        Senior Credit Agreement) or any other Person appointed by the Senior Lenders
        holding Senior Indebtedness as agent for purposes of the Senior Credit
        Agreement.

      


      "Senior
        Credit Agreement"
        means
        the Amended and Restated Credit Agreement dated as of August 23, 2007,
among the
        Borrower, the Senior Agent, the lenders party thereto and National City Bank,
        as
        documentation agent for such lenders, or any agreements refinancing, replacing
        or otherwise restructuring all or any portion of the Senior Indebtedness
        under
        such agreements
        or any successor or replacement agreement and whether with the same or any
        other
        agent, lender or group of lenders (as amended by the First Amendment thereto
        dated as of September  ,
        2008
        and the Second Amendment thereto dated as of                         
        ,
        2008,
        and as thereafter refinanced, replaced, restructured, amended
        or
        otherwise modified from time to time in accordance with its terms and the
        terms
        of this Agreement (including but not limited to Section 8.03)
        and the
        Intercreditor Agreement).

      


      "Senior
        Designated Agent"
        means
        (a) the Senior Agent and (b) if no Senior Agent is designated under the Senior
        Credit Agreement, Senior Lenders holding at least 51% of
        the
        outstanding Senior Indebtedness (or such other requisite amount of Senior
        Indebtedness as set forth in the Senior Credit Agreement).

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      "Senior
        Indebtedness"
        means
        (a) the principal amount of any indebtedness of the Borrower now existing
        or
        hereafter incurred or due under the Senior Credit Agreement (or under any
        agreement executed in connection with any extension, refinancing, refunding
        or
        renewal thereof (whether or not with the lenders party to the Senior Credit
        Agreement as of the date hereof or any third party lender) and under the
        other
        Senior Transaction Documents, (b) interest (including any interest, accruing
        after the commencement of any action or proceeding under any bankruptcy,
        insolvency or other similar law, and any interest that would have accrued
        but
        for the commencement of any such proceeding, whether or not any such interest
        is
        allowed as an enforceable claim in such proceeding), (c) all obligations
        owing
        under any Swap Contract entered into with any person which, at the time such
        Swap Contract was entered into, was a Senior Lender or an Affiliate of a
        Senior
        Lender under the Senior Credit Agreement, and (d) any other obligations
        (including any fee or expense) due on or with respect to such Senior
        Indebtedness or payable with respect to such Senior Indebtedness; provided,
        however,
        that
        the aggregate principal amount of the Senior Indebtedness (including letters
        of
        credit) may not exceed at any time outstanding (i) from
        and
        after such time as the Collateral Agent shall have given its written consent
        for
        the Borrower to incur funded extensions of credit under the Senior Credit
        Agreement in excess of $105,000,000 in accordance with the provisions of,
        and as
        required by, Section
        8.07(b)
        of this
        Agreement, $132,000,000 (as reduced by the amount of all payments (but only
        to
        the extent not constituting an avoided or avoidable transfer) of principal
        on
        term loan facilities and by the amount of all permanent commitment reductions
        on
        revolving loan facilities) and (ii) in all other cases, $105,000,000 (as
        reduced
        by the amount of all payments (but only to the extent not constituting an
        avoided or avoidable transfer) of principal on term loan facilities and by
        the
        amount of all permanent commitment reductions on revolving loan facilities);
        provided,
        further,
        however,
        that
        any and all amendments, modifications, renewals, replacements, restatements,
        supplements, extensions and refinancings of the Senior Transaction Documents
        must comply with, and are subject to, the terms of Section 8.03 of
        this
        Agreement and the Intercreditor Agreement. Notwithstanding anything to the
        contrary in the foregoing, "Senior Indebtedness" shall not include that portion
        of indebtedness (and any interest, premium, fees, expenses or other amounts
        due
        thereon or related thereto) incurred or arising under the Senior Transaction
        Documents that is incurred in violation of the provisos in the preceding
        sentence.

      


      "Senior
        Lenders"
        shall
        mean all Person(s) who are holders of Senior Indebtedness under the Senior
        Transaction Documents.

      


      "Senior
        Transaction Documents"
        means
        the Senior Credit Agreement, each of the notes and loans representing Senior
        Indebtedness and each of the guaranties and other security documents securing
        such Senior Indebtedness and each document and agreement
        refinancing, replacing or otherwise restructuring all or any portion of the
        Senior Indebtedness under such agreements or any successor or replacement
        agreement and whether with the same or any other agent, lender or group of
        lenders, in
        each
        case as refinanced, replaced, amended, modified, supplemented or restated
        from
        time to time,
        in
        accordance with their terms and the terms of this Agreement (including but
        not
        limited to Section 8.03)
        and the
        Intercreditor Agreement)

      


      "Solvent"
        or
        "Solvency"
        means,
        with respect to any Person as of a particular date, that on such date (a)
        such
        Person believes it is able to realize upon its assets and pay its debts and
        other liabilities, contingent obligations and other commitments as they mature
        in the normal course of business, (b) such Person does not intend to, and
        does
        not believe that it will, incur debts or liabilities beyond such Person's
        ability to pay as such debts and liabilities mature in their ordinary course,
        (c) such Person is not engaged in a business or a transaction, and is not
        about
        to engage in a business or a transaction, for which such Person's property
        would
        constitute unreasonably small working and permanent capital after giving
        due
        consideration to the prevailing practice in the industry in which such Person
        is
        engaged or is to engage, (d) the fair value of the property of such Person
        (on a
        going concern basis) is greater than the total amount of liabilities, including,
        without limitation, contingent liabilities, of such Person and (e) the present
        fair salable value of the assets of such Person (on a going concern basis)
        is
        not less than the amount that will be required to pay the probable liability
        of
        such Person on its debts as they become absolute and matured. In computing
        the
        amount of contingent liabilities at any time, it is intended that such
        liabilities will be computed at the amount which, in light of all the facts
        and
        circumstances existing at such time, represents the amount that can reasonably
        be expected to become an actual or matured liability for which such Person
        is
        not entitled to indemnification.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      "Source"
        has the
        meaning set forth in Article
        VIA.

      


      "Subdebt
        Collateral Documents"
        means
        the collective reference to the Subdebt Security Agreements, the Subdebt
        Parent
        Pledge Agreement, the Control Agreement, any applicable deposit account control
        agreement, and
        each
        other document and/or agreement securing
        the repayment of all or any portion of the Subdebt Obligations.

      


      "Subdebt
        Indebtedness"
        means
        all Indebtedness, liabilities and other obligations of any and every kind
        and
        nature now existing or hereafter arising, contingent or otherwise, of the
        Borrower or any other Loan Party under, in connection with, or evidenced
        or
        secured by this Agreement, the Notes and any of the other Loan Documents
        including, without limitation, obligations to pay (a) principal,
        (b) interest or premium (including any interest or premium accruing after
        the filing of a petition in bankruptcy or the commencement of any
        reorganization, regardless of whether the same is allowed as a claim in such
        proceeding), (c) fees, (d) costs, expenses and other amounts related
        to any indemnity against loss, damage or liability and (e) any other
        monetary obligation.

      


      "Subdebt
        Obligations"
        means
        all advances to, and debts, liabilities, fees, commissions, obligations,
        covenants and duties of, any Loan
        Party
        arising
        under any Loan Document or otherwise with respect to any Notes, whether direct
        or indirect (including those acquired by assumption), absolute or contingent,
        due or to become due, now existing or hereafter arising and including interest
        and fees that accrue after the commencement by or against any Loan
        Party
        or any
        Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
        Person as the debtor in such proceeding, regardless of whether such interest
        and
        fees are allowed claims in such proceeding.

      


      "Subdebt
        Parent Guaranty"
        means
        that certain Amended and Restated Continuing Unconditional Guaranty dated
        as of
        the Amendment Effective Date given by GFNA in favor of the Collateral Agent,
        for
        the ratable benefit of the Lenders.

      


      "Subdebt
        Parent Pledge Agreement"
        means
        that certain Amended and Restated Pledge Agreement dated as of the Amendment
        Effective Date, by and between GFNA and the Collateral Agent, pursuant to
        which
        the Parent pledged (in the aggregate) to the Collateral Agent, for the ratable
        benefit of the Lenders, one hundred percent (100%) of the Capital Stock of
        the Borrower.

      


      "Subdebt
        Borrower Security Agreement"
        means
        that certain Security Agreement dated as of the Original Closing Date by
        and
        among the Borrower and the Collateral Agent.

      


      "Subdebt
        Parent Security Agreement"
        means
        that certain Security Agreement dated as of the Amendment Effective Date
        by and
        among the Borrower and the Collateral Agent.

      


      "Subdebt
        Security Agreements"
        means,
        collectively, the Subdebt Borrower Security Agreement, the Subdebt Parent
        Security Agreement and any security agreement executed by any Person or Persons
        and the Collateral Agent in connection with this Agreement.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      "Subsidiary"
        means,
        as to any Person, (a) any corporation more than 50% of whose Capital Stock
        of
        any class or classes having by the terms thereof ordinary voting power to
        elect
        a majority of the directors of such corporation (irrespective of whether
        or not,
        at the time, any class or classes of such corporation shall have or might
        have
        voting power by reason of the happening of any contingency) is at the time
        owned
        by such Person directly or indirectly through Subsidiaries, (b) any partnership,
        association, joint venture or other entity in which such Person directly
        or
        indirectly through Subsidiaries has more than a fifty percent (50%) interest
        in
        the total capital, total income and/or total ownership interests of such
        entity
        at any time and (c) any partnership in which such Person is a general partner.
        All references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall
        refer to a Subsidiary or Subsidiaries of the Borrower only. 

      


      "Swap
        Contract"
        means
        (a) any and all rate swap transactions, basis swaps, credit derivative
        transactions, forward rate transactions, commodity swaps, commodity options,
        forward commodity contracts, equity or equity index swaps or options, bond
        or
        bond price or bond index swaps or options or forward bond or forward bond
        price
        or forward bond index transactions, interest rate options, forward foreign
        exchange transactions, cap transactions, floor transactions, collar
        transactions, currency swap transactions, cross-currency rate swap transactions,
        currency options, spot contracts, or any other similar transactions or any
        combination of any of the foregoing (including any options to enter into
        any of
        the foregoing), whether or not any such transaction is governed by or subject
        to
        any master agreement, and (b) any and all transactions of any kind, and the
        related confirmations, which are subject to the terms and conditions of,
        or
        governed by, any form of master agreement published by the International
        Swaps
        and Derivatives Association, Inc., any International Foreign Exchange Master
        Agreement, or any other master agreement (any such master agreement, together
        with any related schedules, a "Master
        Agreement"),
        including any such obligations or liabilities under any Master
        Agreement.

      


      "Swap
        Termination Value"
        means,
        in respect of any one or more Swap Contracts, after taking into account the
        effect of any legally enforceable netting agreement relating to such Swap
        Contracts, (a) for any date on or after the date such Swap Contracts have
        been
        closed out and termination value(s) determined in accordance therewith, such
        termination value(s), and (b) for any date prior to the date referenced in
        clause (a), the amount(s) determined as the mark-to-market value(s) for
        such Swap Contracts, as determined based upon one or more mid-market or other
        readily available quotations provided by any recognized dealer in such Swap
        Contracts (which may include a Lender or any Affiliate of a
        Lender).

      


      "Synthetic
        Debt"
        means,
        with respect to any Person as of any date of determination thereof, all
        obligations of such Person in respect of transactions entered into by such
        Person that are intended to function primarily as a borrowing of funds
        (including any minority interest transactions that function primarily as
        a
        borrowing) but are not otherwise included in the definition of "Indebtedness"
        or as a
        liability on the consolidated balance sheet of such Person and its Subsidiaries
        in accordance with GAAP.

       

      "Synthetic
        Lease Obligation"
        means
        the monetary obligation of a Person under (a) a so-called synthetic,
        off-balance sheet or tax retention lease, or (b) an agreement for the use
        or possession of property creating obligations that do not appear on the
        balance
        sheet of such Person but which, upon the insolvency or bankruptcy of such
        Person, would be characterized as the indebtedness of such Person (without
        regard to accounting treatment).

       

      "Taxes"
        has the
        meaning set forth in Section 4.07(a).

      


      "Threshold
        Amount"
        means $100,000.
        

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      "Total
        Leverage Ratio"
        shall
        mean, as of the last day of each fiscal quarter of the Borrower, the ratio
        of
        (a) Consolidated Funded Debt as of such date to (b) Consolidated EBITDA
        (computed for the four consecutive fiscal quarterly periods then
        ending).

      


      "Transaction"
        means a
        collective reference to (a) the formation of GFNA as a wholly owned subsidiary
        of Holdings, (b) the Parent Merger, (c) the amendment and/or amendment and
        restatement of any of the Senior Transaction Documents and the Loan Documents
        to
        take place simultaneously with the consummation of the Parent Merger and
        (d) all
        financing, equity contributions and other transactions related
        thereto.

      


      "Transaction
        Documents"
        means
        the collective reference to the Senior Transaction Documents, the Parent
        Merger
        Documents and the Loan Documents.

      


      "Transfer"
        means
        the sale, pledge, assignment, or other transfer of the Notes, in whole or
        in
        part, and of the rights of the holder thereof with respect thereto and under
        this Agreement.

      


      "Transferee"
        means
        any direct or indirect transferee of all or any part of any Notes permitted
        under Section 10.10.

      


      "UCC"
        means
        the Uniform Commercial Code in effect in the State of New York, as amended
        or
        modified from time to time.

      


      "Unfunded
        Pension Liability"
        means
        the excess of a Pension Plan's benefit liabilities under Section 4001(a)(16)
        of
        ERISA, over the current value of that Pension Plan's assets, determined in
        accordance with the assumptions used for funding the Pension Plan pursuant
        to
        Section 412 of the Code for the applicable plan year.

      


      "United
        States"
        and
        "U.S."
        mean
        the United States of America.

      


      "USA
        Patriot Act"
        shall
        mean the Uniting and Strengthening America by Providing Appropriate Tools
        Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, as
        in
        effect from time to time.

      


      "Utilization
        Ratio"
        means,
        as of the last day of any fiscal quarter of the Borrower, the ratio of (i)
        the
        average Book Value of all Rental Units "in use" as of such date to (ii) the
        average Book Value of all Rental Units of such date.

      


      "Voting
        Stock"
        shall
        mean, with respect to any Person, Capital Stock issued by such Person the
        holders of which are ordinarily, in the absence of contingencies, entitled
        to
        vote for the election of directors (or persons performing similar functions)
        of
        such Person, even though the right so to vote has been suspended by the
        happening of such a contingency.

      


      "Warrant"
        or
        "Warrants"
        means
        the common stock purchase warrants of MOAC issued on the Original Closing
        Date
        for an aggregate 9,375 shares of common stock representing 4.0% of the
        fully-diluted common stock of MOAC as of the Original Closing Date.

      


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      


      1.02 Other
        Interpretive Provisions.

      


      With
        reference to this Agreement and each other Loan Document, unless otherwise
        specified herein or in such other Loan Document:

      


      (a) The
        meanings of defined terms are equally applicable to the singular and plural
        forms of the defined terms.

      


      (b) (i) The
        words
        "herein,"
        "hereto,"
        "hereof"
        and
        "hereunder"
        and
        words of similar import when used in any Loan Document shall refer to such
        Loan
        Document as a whole and not to any particular provision thereof.

      


      (ii) Article,
        Section, Exhibit and Schedule references are to the Loan Document in
        which such reference appears.

      


      (iii) The
        term
        "including"
        is by
        way of example and not limitation.

      


      (iv) The
        term
        "documents"
        includes any and all instruments, documents, agreements, certificates, notices,
        reports, financial statements and other writings, however evidenced, whether
        in
        physical or electronic form.

      


      (v) The
        terms
        "knowledge"
        or
        "known"
        when
        used with respect to any Loan
        Party
        shall be
        deemed to be a reference to the knowledge of any Responsible
        Officer.

      


      (c) In
        the
        computation of periods of time from a specified date to a later specified
        date,
        the word "from"
        means
        "from
        and including;"
        the
        words "to"
        and
        "until"
        each
        mean "to
        but
        excluding;"
        and
        the word "through"
        means
        "to
        and
        including."

      


      (d) Section headings
        herein and in the other Loan Documents are included for convenience of reference
        only and shall not affect the interpretation of this Agreement or any other
        Loan
        Document.

      


      1.03 Accounting
        Terms.

      


      (a) All
        accounting terms not specifically or completely defined herein shall be
        construed in conformity with, and all financial data (including financial
        ratios
        and other financial calculations) required to be submitted pursuant to this
        Agreement shall be prepared in conformity with GAAP applied on a consistent
        basis with Borrower's past practices, as in effect from time to time.


      


      (b) If
        at any
        time any change in GAAP would affect the computation of any financial ratio
        or
        requirement set forth in any Loan Document, and either the Borrower or the
        Required Lenders shall so request, the Required Lenders and the Borrower
        shall
        negotiate in good faith to amend such ratio or requirement to preserve the
        original intent thereof in light of such change in GAAP (subject to the approval
        of the Borrower and the Required Lenders); provided that,
        until
        so amended, (i) such ratio or requirement shall continue to be computed in
        accordance with GAAP prior to such change therein and (ii) the Borrower
        shall provide to the Lenders financial statements and other documents required
        under this Agreement or as reasonably requested hereunder setting forth a
        reconciliation between calculations of such ratio or requirement made before
        and
        after giving effect to such change in GAAP.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      1.04 Rounding.

      


      Any
        financial ratios required to be maintained by the Borrower pursuant to this
        Agreement shall be calculated by dividing the appropriate component by the
        other
        component, carrying the result to one place more than the number of places
        by
        which such ratio or percentage is expressed herein and rounding the result
        up or
        down to the nearest number (with a rounding-up if there is no nearest
        number).

       

      1.05 References
        to Agreements and Laws.

      


      Unless
        otherwise expressly provided herein, (a) references to Transaction
        Documents, agreements (including the Loan Documents) and other contractual
        instruments shall be deemed to include all subsequent amendments, restatements,
        extensions, supplements and other modifications thereto, but only to the
        extent
        that such amendments, restatements, extensions, supplements and other
        modifications are not prohibited by any Loan Document; and (b) references
        to any Law shall include all statutory and regulatory provisions consolidating,
        amending, replacing, supplementing or interpreting such Law.

      


      1.06 Times
        of Day.

      


      Unless
        otherwise specified, all references herein to times of day shall be references
        to Eastern time (daylight or standard, as applicable).

      


      ARTICLE
        II.

      NOTES
        AND WARRANTS

       

      2.01 Authorization
        and Issuance of the
        Notes and Warrants.

      


      The
        Borrower authorized the issuance to the Lenders of senior subordinated secured
        notes in the aggregate original principal amount of $25,000,000
        to
        be
        dated the Original Closing Date, to mature on the Maturity Date (the
        "Notes"),
        to
        bear interest on the unpaid balance thereof, from the Original Closing Date
        until the Principal shall have become due and payable, at the rates specified
        in
        Article IV. The Notes were accompanied by the Warrants, entitling the
        holders thereof to purchase in the aggregate 9,375 shares of Common Stock
        of
        MOAC, representing 4.0% of the issued and outstanding shares of MOAC's common
        stock determined on a fully-diluted basis immediately following the Original
        Closing Date. The Warrants will be exchanged for cash and other consideration
        simultaneously with the closing of the Parent Merger in accordance with the
        provisions of the Parent Merger Agreement.

      


      ARTICLE
        III.

      PURCHASE
        AND SALE

       

      3.01 Purchase
        and Sale of the
        Notes and Warrants.

      


      (a) Subject
        to the terms and conditions herein set forth, and in reliance upon the
        representations and warranties of the Loan Parties contained in the Original
        Investment Agreement, the Borrower and MOAC, respectively, sold to the Lenders,
        and the Lenders purchased from the Borrower and
        MOAC,
        respectively, the Notes and the Warrants for
        an
        aggregate purchase price of $25,000,000,
        in the
        amounts set forth on Schedule 3.01.

      


      (b) The
        Borrower, the Parent and the Lenders hereby acknowledge and agree that the
        Subdebt Securities are part of an investment unit within the meaning of
        Section 1273(c)(2) of the Code. The Borrower and the Lenders hereby further
        acknowledge and agree that, for United States federal income tax purposes,
        the
        issue price of the Notes within the meaning of Section 1273(b) of the Code,
        which issue price was determined pursuant to Section 1.1273-2(h)(1) of the
        Treasury Regulations, is equal to the amount set forth on Schedule 3.01.
        The
        Borrower and the Lenders agree to use the issue price and allocation set
        forth
        on Schedule 3.01
        for all
        income tax purposes with respect to the issuance of the Subdebt Securities.
        The
        Borrower and the Lenders hereby further acknowledge and agree that (i) to
        the
        extent the Borrower and the Lenders have agreed to amend certain provisions
        of the Original Investment Agreement as contained in the prior amendments
        thereto and this Agreement, such amendments do not, individually or
        collectively, constitute a "significant modification" of the Notes
        (within the meaning of Section 1.1001-3 of the Treasury Regulations), and
        (ii) pursuant to Section 1.1275-2(j) of the Treasury Regulations, solely
        for
        purposes of Sections 1272 and 1273 of the Code,  the Notes shall be treated
        as retired and reissued on August 23, 2007 for an amount equal to the "adjusted
        issue price" (within the meaning of Section 1272(a)(4) of the Code) of the
        Notes
        as of such date.  The Borrower and Lenders agree to report
        all applicable income tax matters arising after the Amendment Effective
        Date consistent with the provisions of this Section 3.01(c).

      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      


      ARTICLE
        IV.

      TERMS
        OF NOTES

      4.01 Repayment
        of Principal.

      


      Unless
        otherwise required or permitted to be sooner paid pursuant to the provisions
        hereof and of the Notes, the Borrower shall repay the unpaid principal amount
        of
        the Notes (including capitalized and accrued interest to the extent such
        interest is not paid in cash and is added to the principal balance
        thereon) (the
        "Principal")
        in
        full upon February 2, 2013 (the "Maturity
        Date").
        Whenever any payment to be made hereunder or under any Note shall be stated
        to
        be due on a day which is not a Business Day, the due date thereof shall be
        extended to the next succeeding Business Day. 

      


      4.02 Repayments
        of Interest. 

      


      (a) Interest
        Payments.
        So long
        as no Event of Default has occurred and is continuing, the Principal shall
        bear
        interest on the unpaid balance thereof from the Original Closing Date until
        repayment of the Notes in full, computed on the basis of actual days elapsed
        over a 360-day year. Interest payments shall be due and payable in cash
        quarterly commencing on October 1, 2006 and continuing on each succeeding
        January 1, April 1, July 1 and October 1 thereafter, until paid (each such
        date,
        an "Interest
        Payment Date").
        All
        accrued and unpaid interest shall be paid in full on the Maturity Date. On
        each
        Interest Payment Date and subject to Section
        4.02(b),
        the
        Borrower shall (i) pay to the Lenders in cash quarterly installments of interest
        only (in arrears) at the applicable Cash Pay Rate on the then outstanding
        Principal under the Notes and (ii) as set forth below, either accrue the
        PIK
        Amount to the outstanding Principal of the Notes or, at the option of the
        Borrower, pay a portion (or all) of the PIK Amount in cash.

      


      (b) Accrual
        Rates and Cash Pay Rates.

      


      (1) Subject
        to Section 4.02(d)
        hereof,
        from the Original Closing Date and thereafter until the repayment of the
        Notes
        in full, interest shall accrue on the Principal of the Notes outstanding
        from
        time to time at the fixed rate of 13.0% per annum during any period any Subdebt
        Obligations are outstanding hereunder (the "Accrual
        Rate").

      


      (2) Subject
        to Section 4.02(d)
        hereof,
        from the Original Closing Date and thereafter until the repayment of the
        Notes
        in full (the "Cash
        Pay Period"),
        interest shall be paid currently in cash on a quarterly basis in arrears
        on each
        Interest Payment Date at the fixed rate of 8.0% per annum (the
        "Cash
        Pay Rate")
        during
        any period that any Subdebt Obligations are outstanding hereunder.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      (c) PIK
        Amounts; Optional Cash Payments.
        Subject
        to Section 4.02(d)
        hereof,
        on each Interest Payment Date, the Borrower shall: (A) make
        an
        additional cash payment to the Lenders of the Notes in an amount equal to
        5.0%
        per annum of the Principal outstanding under the Notes (the "Additional
        Cash Amount");
        (B)
        increase the then
        outstanding Principal of the Notes by an amount (the "PIK
        Amount")
        equal
        to the difference between (i) interest accruing at the applicable Accrual
        Rate during the preceding three-month period and
        (ii)
        interest
        accruing at the applicable Cash Pay Rate during the preceding three-month
        period; or (C) pay a portion of the Additional Cash Amount to the Lenders
        and
        accrue to the Principal a portion of the PIK Amount such that the combined
        amount of the portion of the Additional Cash Amount and the portion of the
        PIK
        Amount is equal to 5.0% per annum of the Principal outstanding under the
        Notes
        (collectively, the Additional Cash Amount, the PIK Amount of any combination
        thereof, the "Additional
        Interest Amount");
        provided
        that, if
        the Borrower shall make an election to satisfy a portion of its interest
        payment
        obligations under this Section 4.02(c)
        on an
        Interest Payment Date by accruing any amount of the Additional Interest Amount,
        it shall do so by accruing any such amount of the Additional Interest Amount
        to
        all holders of outstanding Notes on an equal and ratable basis.

      


      (d) Default
        Rate; Payment of Default Interest.
        After
        the occurrence and during the continuance of any Event of Default, the Principal
        and all of the other obligations of the Borrower under the Notes shall bear
        interest at a per annum rate equal to the sum of the Accrual Rate plus
        2.0%
        (the "Default
        Rate"),
        beginning on the date of the occurrence of such Event of Default. All such
        interest shall be paid in a manner consistent with Section
        4.02(b)
        and
Section
        4.02(c)
        hereof
        on a quarterly basis (or, at the option of the Lender, on demand) until the
        payment in full of the Notes hereunder or other cure of such Event of Default;
        provided,
        however,
        the PIK
        Amount and the Additional Interest Amount, as applicable, shall increase
        by an
        amount equal to 2.0% per annum of the Principal outstanding under the Notes
        (without duplication to the Default Rate set forth above). 

      


      (e) Calculation
        of Interest.
        Interest shall be calculated on the basis of a 360-day year consisting of
        12
        equal 30 days months and shall be computed for each payment period on the
        Principal for the actual number of days elapsed and shall be compounded
        quarterly. 

      


      (f) Savings
        Clause.
        In no
        contingency or event shall the interest rate charged pursuant to the terms
        of
        this Agreement exceed the highest rate permissible under any law which a
        court
        of competent jurisdiction shall, in a final determination, deem applicable
        hereto. In the event that such a court determines that the Lenders have received
        interest hereunder in excess of the highest applicable rate, the amount of
        such
        excess interest shall be applied against the Principal then outstanding to
        the
        extent permitted by applicable law, and any excess interest remaining after
        such
        application shall be refunded promptly to the Borrower.

      


      4.03 Mandatory
        Prepayments of the Notes.

      


      (a) Equity
        Proceeds.
        Subject
        to the Intercreditor Agreement and Section
        4.03(f),
        upon
        the consummation of any IPO by the Parent or the Borrower, or other public
        or
        private equity placement of securities of the Parent or the Borrower, and
        at the
        option of the Required Lenders, the Borrower shall use (or cause the use
        of) the
        Net Cash Proceeds of such IPO or public or private equity placement of
        securities to make mandatory Principal prepayments in full of the Notes in
        the
        manner set forth in Section 4.03(e)
        in
        amounts equal to one hundred percent (100%) of the aggregate Net Cash
        Proceeds of any IPO.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      (b) Asset
        Sale Proceeds.
        Subject
        to the Intercreditor Agreement and Section 4.03(f),
        no
        later than ninety (90) days following the receipt by any Loan
        Party and at the option of the Required Lenders,
        the
        Borrower shall make mandatory Principal prepayments in full of the Notes
        in the
        manner set forth in Section 4.03(e)
        below in
        amounts equal to one hundred percent (100%) of the aggregate Net Cash
        Proceeds from the Disposition or series of related Dispositions by any
Loan
        Party
        of
        assets constituting 10% or more of the assets of the Borrower and its
        Subsidiaries, on a consolidated basis (the "Disposition
        Proceeds").
        Subject to the Intercreditor Agreement and Section 4.03(f),
        notwithstanding any of the foregoing to the contrary, upon and during the
        continuance of an Event of Default under Section 9.01(a)
        and upon
        notice from the Required Lenders, any Disposition Proceeds received by any
        Loan
        Party
        shall be
        turned over to the Lender and applied to make prepayments of the Notes in
        the
        manner set forth in Section 4.03(e).
        Such
        prepayments are to be made within the earlier to occur of three (3)
        Business Days following the date of such Loan Party's receipt of Disposition
        Proceeds, and the occurrence of any such Event of Default under Section 9.01(a).

      


      (c) Debt
        Proceeds; Bond Offerings.
        Subject
        to the Intercreditor Agreement and Section 4.03(f),
        the
        Borrower shall make mandatory Principal prepayments of the Notes in the manner
        set forth in Section
        4.03(e)
        below in
        amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds
        from any incurrence of Indebtedness by any Loan Party permitted pursuant
        to
Section
        8.07
        or any
        bond offering. Such prepayments are to be made within three (3) Business
        Days
        after the date of receipt of Net Cash Proceeds of any such
        transaction.

      


      (d) Recovery
        Event.
        Subject
        to the Intercreditor Agreement and Section
        4.03(f),
        the
        Borrower shall make mandatory Principal prepayments of the Notes in the manner
        set forth in Section 4.03(e)
        below,
        in an amount equal to one hundred percent (100%) of the aggregate Net Cash
        Proceeds of any Recovery Event; provided,
        however,
        at the
        election of the Borrower (as notified by the Borrower to the Collateral Agent
        on
        or prior to the date of such Recovery Event), and so long as no Default shall
        have occurred and be continuing, the applicable Loan Party or Subsidiary
        may
        within 180 days after the receipt thereof, apply such cash proceeds to replace
        or repair the equipment, fixed assets, inventory or real property, if any,
        in
        respect of which such cash proceeds were received; and provided
        further,
        however,
        that
        any cash proceeds not so applied shall be immediately applied to the prepayment
        of the Notes as set forth in this Section 4.03(d).

      


      (e) Prepayment.
        Upon
        the
        occurrence of any event triggering the prepayment requirement under Section 4.03(a),
        Section 4.03(b),
        Section
        4.03(c) or
        Section
        4.03(d),
        the
        Borrower shall promptly give written notice to the Lenders. The
        Borrower covenants and agrees that it will prepay, promptly following the
        occurrence of such transactions or events, the Notes or the portion thereof
        subject to prepayment by paying an aggregate amount equal to (i) the outstanding
        Principal amount of the Notes to be redeemed plus
        (ii) if
        applicable, accrued and unpaid interest thereon. All
        mandatory prepayments under this Section 4.03
        shall be
        applied first to all costs, expenses, indemnities and other amounts payable
        hereunder and under the applicable Notes, then to payment of default interest,
        if any, then to payment of premium, if any, then to payment of accrued interest
        and thereafter to payment of Principal. Notwithstanding anything to the contrary
        contained herein, all payments of Principal and interest due from the Borrower
        hereunder shall be made to the Lenders on an equal and ratable basis. All
        Notes
        which have been repaid may not be reborrowed.

      


      (f) Unconditional
        Obligations.
        Nothing
        contained in the Intercreditor Agreement is intended to or shall impair,
        as
        between the Borrower and the Lenders, the obligation of the Borrower, which
        is
        absolute and unconditional, to pay to the Lenders the Principal of, premium,
        if
        any, and interest on the Notes as and when the same shall become due and
        payable
        in accordance with any event triggering
        the prepayment requirement under Section 4.03(a),
        Section
        4.03(b),
        Section 4.03(c),
        and
Section
        4.03(d)
        nor
        shall anything herein or in the Notes prevent any Lender from exercising
        all
        remedies otherwise permitted by applicable law upon default under this
        Agreement, subject to the rights, if any of the holders of the Senior
        Indebtedness under the Intercreditor Agreement.

      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      4.04 Optional
        Prepayments of the Notes.

      


      Subject
        to the Intercreditor Agreement, the Borrower shall have the right at any
        time
        and from time to time, upon the notice provided for below, to optionally
        prepay
        the Notes in whole or in part without premium or penalty; provided,
        however,
        that
        such prepayments shall be allocated to all of the Notes outstanding at the
        time
        in proportion to the respective outstanding Principal amounts thereof. In
        the
        event of an optional prepayment made under this Section 4.04,
        the
        Borrower shall give the Lenders irrevocable written notice of such redemption
        not less than 30 nor more than 60 days prior to the redemption date, specifying
        (i) such redemption date, (ii) the Principal amount of the Notes to be
        prepaid on such date, and (iii) the accrued interest applicable to the
        redemption, and stating that such redemption is to be made pursuant to this
        Section 4.04.
        All
        optional prepayments under this Section 4.04
        shall be
        applied first to all costs, expenses, indemnities and other amounts payable
        hereunder and under the applicable Notes, then to payment of default interest,
        if any, then to payment of premium, if any, then to payment of accrued interest
        and thereafter to payment of Principal. Notwithstanding anything to the contrary
        contained herein, all payments of Principal and interest due from the Borrower
        hereunder shall be made to the Lenders on an equal and ratable basis. All
        Notes
        which have been prepaid may not be reborrowed.

      


      4.05 Mandatory
        Offer to Prepay upon a Change of Control.

      


      (a) Upon
        the
        occurrence of a Change of Control, each Lender shall have the right to require
        the Borrower to repurchase all or any part of such Lender's Notes pursuant
        to
        the offer described below (the "Change
        of Control Offer")
        at an
        offer price (the "Change
        of Control Payment")
        in
        cash equal to the outstanding Principal amount of the Notes plus accrued
        and
        unpaid interest thereon, if any, to the date of purchase (the "Change
        of Control Payment Date").
        The
        Borrower shall comply with the requirements of Rule 14e-1 under the
        Exchange Act and any other securities laws and regulations thereunder to
        the
        extent such laws and regulations are applicable in connection with the
        repurchase of the Notes as a result of a Change of Control. To the extent
        that
        the provisions of any securities laws or regulations conflict with the
        provisions of this Agreement relating to such Change of Control Offer, the
        Borrower shall comply with the applicable securities laws and regulations
        and
        shall not be deemed to have breached its obligations described in this Agreement
        by virtue thereof.

      


      (b) By
        12:00 p.m. (noon) Eastern Time on the Change of Control Payment Date, the
        Borrower shall, to the extent lawful, (1) accept for payment all Notes or
        portions thereof properly tendered pursuant to the Change of Control Offer,
        and
        (2) pay via wire transfer in immediately available funds an amount equal to
        the Change of Control Payment in respect of all Notes or portions thereof
        so
        tendered. All payments under this Section
        4.05
        shall be
        applied first to all costs, expenses, indemnities and other amounts payable
        hereunder and under the applicable Notes, then to payment of default interest,
        if any, then to payment of premium, if any, then to payment of accrued interest
        and thereafter to payment of Principal. The Borrower shall send to each Lender
        that has tendered its Notes the applicable Change of Control Payment for
        such
        Notes, and the Borrower shall promptly execute and mail to each Lender a
        new
        Note equal in Principal amount to any unpurchased portion of the Notes
        surrendered, if any. Prior to compliance with this Section 4.05,
        but in
        any event within five (5) days following a Change of Control, the
        Borrower will either (x) cause all outstanding Senior Indebtedness to be
        paid in
        full or (y) obtain the requisite consents, if any, under all agreements
        governing outstanding Senior Indebtedness to permit the repurchase of Notes
        required by this Section 4.05.
        The
        Borrower shall provide written notice to the Lenders of the results of the
        Change of Control Offer on or as soon as practicable after the Change of
        Control
        Payment Date.

      


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      4.06 Direct
        Payment.

      


      All
        payments of Principal and interest due from the Borrower hereunder shall
        be due,
        without any presentment thereof, directly to the Lenders, at the Lenders'
        addresses set forth on Schedule 3.01
        or such
        other address as the Lenders may from time to time designate in writing to
        the
        Borrower or, if a bank account(s) with a United States bank is designated
        for
        the Lenders on Schedule 3.01
        or in
        any written notice to the Borrower from the Lenders, the Borrower will make
        such
        payments in immediately available funds to such bank account, no later than
        12:00 p.m.(noon) Eastern time on the date due, marked for attention as
        indicated, or in such other manner or to such other account in any United
        States
        bank as the Lenders may from time to time direct in writing.

      


      4.07 Taxes.

      


      (a) Any
        and
        all payments by or on behalf of the Loan
        Parties
        hereunder and under any Loan Document shall be made, free and clear of and
        without deduction for any and all current or future taxes, levies, imposts,
        deductions, charges or withholdings that are or would be applicable to the
        Lenders, and all liabilities with respect thereto, excluding (x) income
        taxes imposed on the net income of a Lender and (y) franchise taxes imposed
        on the net income of a Lender, in each case by the jurisdiction under the
        laws
        of which such Lender is organized or qualified to do business or a jurisdiction
        or any political subdivision thereof in which the Lender engages in business
        activity other than activity arising solely from the Lender having executed
        this
        Agreement and having enjoyed its rights and performed its obligations under
        this
        Agreement or any Loan Document or any political subdivision thereof (all
        such
        nonexcluded taxes, levies, imposts, deductions, charges, withholdings and
        liabilities, collectively or individually, being called "Taxes").
        If a
Loan
        Party
        must
        deduct any Taxes from or in respect of any sum payable hereunder or under
        any
        other Loan Document to a Lender, (x) the sum payable shall be increased by
        the amount (an "additional
        amount")
        necessary so that after making all required deductions (including deductions
        applicable to additional sums payable under this Section 4.07
        such
        Lender shall receive an amount equal to the sum it would have received had
        no
        such deductions been made, (y) such Loan
        Party
        shall
        make such deductions and (z) such Loan
        Party
        shall
        pay the full amount deducted to the relevant Governmental Authority in
        accordance with applicable law.

      


      (b) The
        Loan
        Parties
        will pay
        to the relevant Governmental Authority in accordance with applicable law
        any
        current or future stamp or documentary taxes or any other excise or property
        taxes, charges or similar levies that arise from any payment made hereunder
        or
        under any Loan Document, or from the execution, delivery or registration
        of, or
        otherwise with respect to, this Agreement or any Loan Document that are or
        would
        be applicable to the Lenders ("Other
        Taxes").

      


      (c) The
        Loan
        Parties
        jointly
        and severally agree to indemnify each Lender for the full amount of Taxes
        and
        Other Taxes paid by such Lender and any liability (including penalties, interest
        and expenses (including reasonable attorney's fees and expenses)) arising
        therefrom or with respect thereto, whether or not such Taxes or Other Taxes
        were
        correctly or legally asserted by the relevant Governmental Authority. A
        certificate as to the amount of such payment or liability prepared by such
        Lender absent manifest error, shall be final conclusive and binding for all
        purposes. Such indemnification shall be made within thirty (30) days after
        the date such Lender makes written demand therefor. The Loan
        Parties
        shall
        have the right to receive that portion of any refund of any Taxes and Other
        Taxes received by a Lender for which any Loan
        Party
        has
        previously paid any additional amount or indemnified such Lender and which
        leaves the Lender, after such Loan Party's receipt thereof, in no better
        or
        worse financial position than if no such Taxes or Other Taxes had been imposed
        or additional amounts or indemnification paid to the Lender. The Lender shall
        have sole discretion as to whether (and shall in no event be obligated) to
        make
        any such claim for any refund of any Taxes or Other Taxes.

      


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      4.08 Applicable
        High Yield Discount Obligation Mandatory Prepayment.

      


      On
        any
        Interest Payment Date following the fifth anniversary of the Original Closing
        Date, if the aggregate amounts which would be includible in gross income
        of the
        holders of the Notes with respect to such Notes for all periods ending on
        or
        before such Interest Payment Date (within the meaning of section 163(i) of
        the Code) (the "Aggregate
        Accrual")
        would
        exceed an amount equal to the sum of (x) the aggregate amount of interest
        to be paid (within the meaning of section 163(i) of the Code) under the
        Notes on or before such Interest Payment Date (determined without regard
        to the
        amounts payable on such Interest Payment Date under this Section 4.08),
        and
        (y) the product of (A) the issue price (as defined in
        sections 1273(b) and 1274(a) of the Code) of the Notes and
        (B) the yield to maturity (interpreted in accordance with
        section 163(i) of the Code) of the Notes (such sum, the "Maximum
        Accrual"),
        then
        the Borrower shall
        mandatorily
        pay to
        the Lenders ratably in cash, on each Interest Payment Date following the
        fifth
        anniversary of the Original Closing Date, an amount equal to the excess,
        if any,
        of the Aggregate Accrual over the Maximum Accrual and the amount of such
        payment
        shall be treated for purposes of section 163(i) of the Code as interest
        paid under the Notes. Notwithstanding
        anything to the contrary contained herein, all payments of Principal, premium
        and interest due from the Borrower hereunder shall be made to the Lenders
        on an
        equal and ratable basis. All Notes which have been prepaid may not be
        reborrowed.

      


      ARTICLE
        V.

      CONDITIONS
        PRECEDENT TO CLOSING

      


      5.01 Conditions
        To Closing.

      


      The
        Lenders' obligations to enter into this Agreement are subject to each Lender
        determining, in its sole discretion, that the following conditions have been
        satisfied (or each Lender waiving in writing the conditions that it has
        determined have not been satisfied), on or before the Amendment Effective
        Date:

      


      (a) Loan
        Documents, Certificates and Opinions.
        Each
        Lender's receipt of the following, each of which shall be originals or
        facsimiles (followed promptly by originals) unless otherwise specified, each
        properly executed by a Responsible Officer of the signing Loan
        Party,
        each
        dated the Amendment Effective Date (or, in the case of certificates of
        governmental officials, a recent date before the Amendment Effective Date)
        and
        each in form and substance reasonably satisfactory to the Lenders and their
        legal counsel:

      


      (i) Primary
        Loan Documents.
        Executed counterparts of this Agreement, the Subdebt Parent Guaranty, the
        Subdebt Parent Pledge Agreement, the Subdebt Parent Security Agreement, the
        Control Agreement and any other applicable Loan Documents to be amended,
        amended
        and restated or entered into in connection with the transactions contemplated
        by
        this Agreement. In addition, a subordination agreement with respect to the
        Holdback Note in form and substance satisfactory to the Collateral Agent
        shall
        have been duly executed and delivered by the Borrower, Holdings, the Collateral
        Agent and Lamport.

      


      (ii) General
        Certificates.
        A
        certificate of a Responsible Officer of each Loan
        Party, in substantially the form of Exhibit
        B
        attached
        hereto,
        certifying as to the incumbency and genuineness of the signature of each
        officer
        of each Loan
        Party
        executing Loan Documents to which it is a party and certifying that attached
        thereto is a true, correct and complete copy of (A) the articles or
        certificate of incorporation or formation of each Loan
        Party
        and all
        amendments thereto, as in effect after giving effect to the Parent Merger
        and
        certified as of a recent date by the appropriate Governmental Authority in
        its
        jurisdiction of incorporation or formation, (B) the bylaws or other
        governing document of each Loan
        Party
        as in
        effect on the date of such certifications, (C) in the case of the Parent,
        resolutions duly adopted by the board of directors or other governing body
        of
        Parent authorizing the execution, delivery and performance of the Loan Documents
        to which it is a party and its incurrence of obligations thereunder, and
        (D) certificates as of a recent date of the good standing or existence, as
        applicable, of each Loan
        Party
        under
        the laws of its jurisdiction of organization.

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      (iii) Closing
        Certificate.
        A
        certificate of a Responsible Officer of the Borrower,
        in
        substantially the form of Exhibit
        C
        attached
        hereto,
        certifying (A) that all of the conditions specified in this Section 5.01
        have
        been satisfied, (B) that since December 31,
        2007
        (both
        before and after giving effect to the Transaction) there has been no change,
        occurrence or development that has had or could be reasonably expected to
        have a
        Material Adverse Effect, (C) that, since December 31, 2007, there has
        not occurred a material adverse change in the business, assets, properties,
        liabilities (actual or contingent), operations, condition (financial or
        otherwise) or prospects related to the Borrower, (D) that no actions,
        suits, investigations or proceedings are pending or threatened in any court
        or
        before any arbitrator or Governmental Authority that purport (1) to
        materially and adversely affect the Loan
        Parties
        or
        (2) to affect any transaction contemplated by this Agreement (including,
        without limitation, the Parent Merger) or the ability of the Loan
        Parties
        or any
        other obligor under the Loan Documents to perform their respective obligations
        under the Loan Documents.

       

      (iv) Opinions
        of Counsel.
        The
        Lenders shall have received, in each case dated as of the Amendment Effective
        Date and in form and substance reasonably satisfactory to the Lenders, an
        opinion of counsel to the Loan Parties, as to this Agreement, the other Loan
        Documents delivered, amended or amended and restated in connection with the
        transaction contemplated by this Agreement, and the other documents and
        instruments executed by the Loan Parties in connection therewith. 

      


      (v) Other
        Documentation.
        Such
        other assurances, certificates, documents, consents or opinions as the Lenders
        reasonably may require.

      


      (b) Financial
        Matters.

      


      (i) Fees
        and Expenses.
        Borrower shall have paid all Attorney Costs of the Lenders in an amount not
        to
        exceed $50,000 and incurred in connection with the negotiation, preparation
        and
        closing of this Agreement and the other documents and agreement delivered
        pursuant hereto to the extent invoiced prior to or on the Amendment Effective
        Date. 

      


      (ii) Indebtedness.
        The
        Lenders shall be satisfied with the amount and terms of any intercompany
        indebtedness and all indebtedness and material liabilities of the Loan
        Parties
        to any
        third parties existing on the Amendment Effective Date.

      


      (iii) Other
        Financial Information and Other Documents.
        The
        Lenders shall have received all financial statements of Holdings and/or the
        Borrower as requested by it, and any updates or modifications to the financial
        information previously provided thereto by Holdings or the Borrower,
        as
        applicable, as reasonably requested by the Lenders. The Lenders shall have
        received any other documents reasonably requested thereby in connection with
        the
        Senior Credit Agreement and this Agreement,
        and
        each such document shall be in form and substance reasonably satisfactory
        to the
        Lenders.

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      (c) Consummation
        of Transaction.
        The
        Parent Merger Agreement and each other Parent Merger Document shall be in
        form
        and substance reasonably satisfactory to the Lenders. Concurrently with the
        Amendment Effective Date, the Parent Merger shall have been consummated in
        accordance with the Parent Merger Documents and no material provision thereof
        shall have been waived, amended, supplemented or otherwise modified in a
        manner
        materially adverse to the Lenders unless approved by the Required Lenders.
        The
        Lenders shall have received a certificate from a Responsible Officer of the
        Borrower with respect to the Parent Merger, attaching the copy of the Parent
        Merger Agreement (including all schedules and exhibits thereto), and all
        related
        material Parent Merger Documents). In addition, (i) Lamport shall have received
        the Holdback Note and a guaranty thereof by the Borrower in form and substance
        satisfactory to Lamport and (ii) the applicable Lenders holding the Warrants
        shall have received the applicable consideration to which they are entitled
        in
        accordance with the provisions of the Parent Merger Agreement.

      


      (d) Senior
        Credit Agreement.
        The
        Lenders shall have received evidence that concurrently with the Amendment
        Effective Date, the
        Borrower shall enter into an amendment to the Senior Credit Agreement pursuant
        to which, the Parent Merger shall be permitted, the Borrower and the other
        Loan
        Parties will be permitted to enter into this Agreement and otherwise in form
        and
        substance satisfactory to the Collateral Agent, and the Lenders shall have
        received a true and correct copy of such amendment, together with the other
        Senior Transaction Documents entered into on or prior to the Amendment Effective
        Date.

      


      (e) Collateral
        Matters.

      


      (i) The
        Collateral Agent shall
        have received:

      


      (A) updated
        searches of UCC filings in the jurisdiction of the chief executive office
        of
        each Loan
        Party
        and each
        jurisdiction where any Collateral is located or where a filing would need
        to be
        made in order to perfect the Collateral Agent's security interest in the
        Collateral, copies of the financing statements on file in such jurisdictions
        and
        evidence that no Liens exist other than Permitted Liens;

      


      (B) any
        additional UCC financing statements for each appropriate jurisdiction as
        is
        necessary, in the Collateral Agent's sole discretion, to perfect the Collateral
        Agent's security interest in the Collateral;

      


      (C) updated
        searches of ownership of intellectual property in the appropriate governmental
        offices and such patent/trademark/copyright filings as requested by the
        Collateral Agent in order to perfect the Collateral Agent's security interest
        in
        the Collateral;

      


      (D) evidence
        that all stock certificates evidencing the capital stock of the Borrower
        pledged
        to the Collateral Agent pursuant to the Subdebt Parent Pledge
        Agreement,
        together
        with duly executed in blank undated stock powers attached thereto, have been
        delivered to the Control Agent, to the Control Agent, which shall hold such
        item
        for the benefit of the Collateral Agent and the Lenders pursuant to the
        Intercreditor Agreement;

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      (E) updated
        certificates of insurance as requested by the Collateral Agent showing evidence
        of the insurance policies required by Section 7.10.

      


      (F) such
        additional, duly executed account control agreements as requested by the
        Collateral Agent with respect to Collateral for which a control agreement
        is
        required for perfection of the Collateral Agent's security interest under
        the
        Uniform Commercial Code.

      


      (ii) Priority
        of Liens.
        The
        Collateral Agent shall have received satisfactory evidence that (i) the
        Collateral Agent, on behalf of the Lenders, holds a perfected, second priority
        Lien on all Collateral (subject to clause (ii)) and (ii) none of the
        Collateral is subject to any other Liens other than Permitted
        Liens.

      


      (f) Miscellaneous.

      


      (i) Governmental
        and Third Party Approvals.
        The
        Loan
        Parties
        shall
        have received all material governmental, shareholder and third party consents
        (including Hart-Scott-Rodino clearance) and approvals necessary (as determined
        in the reasonable discretion of the Lenders) in connection with the transactions
        contemplated by this Agreement and the other Loan
        Documents
        and the
        other transactions contemplated hereby and all applicable waiting periods
        shall
        have expired without any action being taken by any Person that could reasonably
        be expected restrain, prevent or impose any material adverse conditions on
        any
        of the Loan
        Parties
        or such
        other transactions or that could seek or threaten any of the foregoing, and
        no
        law or regulation shall be applicable which in the reasonable judgment of
        the
        Lenders could reasonably be expected to have such effect.

      


      (ii) Corporate
        Structure and Capitalization of Loan Parties.
        The
        capital and ownership structure and the shareholder arrangements of the Loan
        Parties, on the Amendment Effective Date and on a pro forma
        basis
        after giving effect to the Transaction Documents, shall be reasonably
        satisfactory to the Lenders (and the Lenders shall have received satisfactory
        evidence that (A) 100% of the ownership interest in the Parent shall be
        owned by Holdings, (B) 100% of the ownership interest in the Borrower shall
        be
        owned by the Parent and (C) all common stock or other ownership interests
        in the Borrower's Subsidiaries shall be owned by the Borrower or one or more
        Subsidiaries thereof).

      


      (iii) No
        Injunction, Etc.
        No
        litigation, action, proceeding, investigation, regulation or legislation
        shall
        have been instituted, threatened or proposed before any Governmental Authority
        to enjoin, restrain, or prohibit, or to obtain substantial damages in respect
        of, or which is related to or arises out of the Transaction Documents or
        the
        consummation of the transactions contemplated thereby, or which, in the Lender's
        reasonable discretion, would make it inadvisable to consummate the transactions
        contemplated by this Agreement and the other Loan Documents.

      


      (iv) Other
        Documents.
        All
        opinions, certificates and other instruments, and all proceedings in connection
        with the transactions contemplated by the Transaction Documents, shall be
        reasonably satisfactory in form and substance to the Lenders. The Lenders
        shall
        have received copies of all other documents, certificates and instruments
        reasonably requested thereby, with respect to the transactions contemplated
        by
        the Transaction Documents.

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      (v) Approval
        of Laminar's Investment Committee.
        Laminar's credit committee and investment committee shall have reviewed and
        approved the terms of the Loan Documents and the other Transaction
        Documents.

      


      (g) Representations
        and Warranties.
        The
        representations and warranties of the Borrower and each other Loan
        Party
        contained in Article VI
        and each
        other Loan
        Document
        that are
        subject to materiality or Material Adverse Effect qualifications shall be
        true
        and correct in all respects and the representations and warranties of the
        Borrower and each other Loan
        Party
        contained in Article VI
        and each
        other Loan
        Document
        that are
        not subject to materiality or Material Adverse Effect qualifications shall
        be
        true and correct in all material respects as of the Amendment Effective
        Date.

      


      (h) Defaults
        or Events of Default.
        No
        Default or Event of Default shall exist, or would result from the entering
        into
        the Loan Documents and the other Transaction Documents.

       

      ARTICLE
        VI.

      REPRESENTATIONS
        AND WARRANTIES

      


      Each
        of
        the Loan Parties jointly and severally represents and warrants to the Lenders
        that, immediately at the giving effect to the transactions contemplated herein
        and the other Transaction Documents: 

       

      6.01 Existence,
        Qualification and Power; Compliance with Laws.

      


      Each
        Loan
        Party and
        each
        Subsidiary thereof (a)
        is
        duly organized or formed, validly existing and in good standing under the
        Laws
        of the jurisdiction of its incorporation or organization, (b) has all requisite
        power and authority and all requisite governmental licenses, authorizations,
        consents and approvals to (i) own or lease its assets and carry on its business
        and (ii) execute, deliver and perform its obligations under the Loan Documents
        to which it is a party, (c) is duly qualified and is licensed and in good
        standing under the Laws of each jurisdiction where its ownership, lease or
        operation of properties or the conduct of its business requires such
        qualification or license, and (d) is in compliance with all Laws; except
        in each
        case referred to in clause (b)(i), (c) or (d), to the extent that failure
        to do
        so could not reasonably be expected to have a Material Adverse
        Effect.

      


      6.02 Authorization;
        No Contravention.

      


      The
        execution, delivery and performance by each Loan Party of each Loan Document
        to
        which such Person is party, have been duly authorized by all necessary corporate
        or other organizational action, and do not and will not: (a) contravene the
        terms of any of such Person's Organization Documents; (b) conflict with or
        result in any breach or contravention of, or require any payment to be made
        under (i) any Contractual Obligation to which such Person is a party or
        affecting such Person or the properties of such Person or any of its
        Subsidiaries (including, without limitation, and Senior Credit Document)
        or (ii)
        any order, injunction, writ or decree of any Governmental Authority or any
        arbitral award to which such Person or its property is subject; (c) result
        in or
        require the creation of any Lien upon or with respect to any property now
        owned
        or hereafter acquired by such Person other than Liens arising under the Subdebt
        Documents and the Senior Transaction Documents, or (c) violate any Law. Each
        Loan Party and each Subsidiary thereof is in compliance with all Contractual
        Obligations referred to in clause (b)(i), except to the extent that failure
        to
        do so could not reasonably be expected to have a Material Adverse
        Effect.

      


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      6.03 Governmental
        Authorization; Other Consents.

      


      No
        approval, consent, exemption, authorization, or other action by, or notice
        to,
        or filing with, any Governmental Authority or any other Person is necessary
        or
        required in connection with the execution, delivery or performance by, or
        enforcement against, any Loan Party of this Agreement or any other Loan Document
        or with the consummation of the Transaction.

      


      6.04 Binding
        Effect.

      


      This
        Agreement has been, and each other Loan Document, when delivered hereunder,
        will
        have been, duly executed and delivered by each Loan Party that is party thereto.
        This Agreement constitutes, and each other Loan Document when so delivered
        will
        constitute, a legal, valid and binding obligation of such Loan Party,
        enforceable against each Loan Party that is party thereto in accordance with
        its
        terms.

      


      6.05 Financial
        Statements; No Material Adverse Effect; No Internal Control
        Event.

      


      (a) The
        Audited Financial Statements: (i) were prepared in accordance with GAAP
        consistently applied throughout the period covered thereby, except as otherwise
        expressly noted therein; (ii) fairly present the financial condition of the
        Acquired Company and its Subsidiaries as of the date thereof and their results
        of operations for the period covered thereby in accordance with GAAP
        consistently applied throughout the period covered thereby, except as otherwise
        expressly noted therein; and (iii) show all material indebtedness and other
        liabilities, direct or contingent, of the Borrower and its Subsidiaries as
        of
        the date thereof, including liabilities for taxes, material commitments and
        Indebtedness.

      


      (b) The
        unaudited consolidated balance sheet of each of Holdings and it Subsidiaries
        and
        the Borrower and its Subsidiaries dated     ,
        and the
        related consolidated statements of income or operations, shareholders' equity
        and cash flows for the fiscal quarter ended on that date (i) were prepared
        in
        accordance with GAAP consistently applied throughout the period covered thereby,
        except as otherwise expressly noted therein, and (ii) fairly present the
        financial condition of Holdings and its Subsidiaries or the Borrower and
        its
        Subsidiaries, as applicable, as of the date thereof and their results of
        operations for the period covered thereby, subject, in the case of clauses
        (i)
        and (ii), to the absence of footnotes and to normal year-end audit adjustments.
        

      


      (c) Since
        the
        date of the Audited Financial Statements, there has been no event or
        circumstance, either individually or in the aggregate, that has had or could
        reasonably be expected to have a Material Adverse Effect.

      


      (d) Since
        the
        date of the Audited Financial Statements, no Internal Control Event has
        occurred.

      


      6.06 Litigation.

      


      There
        are
        no actions, suits, proceedings, claims or disputes pending or, to the knowledge
        of the Borrower after due and diligent investigation, threatened or
        contemplated, at law, in equity, in arbitration or before any Governmental
        Authority, by or against Holdings, the Parent, the Borrower or any of the
        Borrower's Subsidiaries or against any of their properties or revenues that
        (a)
        purport to affect or pertain to this Agreement or any other Loan Document,
        or
        any of the transactions contemplated hereby, (b) restrains
        the consummation of the acquisition of MOAC in the manner contemplated by
        the
        Parent Merger Agreement or
        (c)
        either individually or in the aggregate, if determined adversely, could
        reasonably be expected to have a Material Adverse Effect.

      


      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      6.07 No
        Default.

      


      Neither
        the Borrower nor any Subsidiary is in default under or with respect to any
        Contractual Obligation that could, either individually or in the aggregate,
        reasonably be expected to have a Material Adverse Effect. No Default has
        occurred and is continuing or would result from the consummation of the
        transactions contemplated by this Agreement or any other Loan
        Document.

      


      6.08 Ownership
        of Property; Liens.

      


      Each
        of
        the Parent, the Borrower and each Subsidiary of the Borrower has good record
        and
        marketable title in fee simple to, or valid leasehold interests in, all real
        property necessary or used in the ordinary conduct of its business, except
        for
        such defects in title as could not, individually or in the aggregate, reasonably
        be expected to have a Material Adverse Effect. The property of the Borrower
        and
        its Subsidiaries is subject to no Liens, other than Liens permitted by
Section
        8.04.

      


      6.09 Use
        of Proceeds.

      


      (a) General.
        The
        proceeds of the Notes on the Original Closing Date, together with proceeds
        of
        the loans under the Senior Credit Agreement on the Original Closing Date,
        were
        used solely to (i) effect the Original Transaction, (ii) refinance existing
        indebtedness of the Borrower outstanding on the Original Closing Date and
        (iii)
        pay related fees and expenses related to the Original Transaction. The revolving
        loan facility provided pursuant to the Senior Credit Agreement shall be used
        by
        the Borrower after the Amendment Effective Date for working capital and other
        general corporate purposes of the Borrower and its Subsidiaries. 

      


      (b) Regulations
        U and X.
        No
        portion of the proceeds of any such advances shall be used by the Borrowers
        for
        the purpose of purchasing or carrying any "margin stock" (as defined in
        Regulation U of the Board of Governors of the Federal Reserve System) or
        for any
        other purpose which violates the provisions or Regulation U or X of said
        Board
        of Governors or for any other purpose in violation of any applicable statute
        or
        regulation, or of the terms and conditions of this Agreement. 

      


      (c) Ineligible
        Securities.
        No
        portion of the proceeds of any Notes is to be used for the purpose of knowingly
        purchasing, or providing credit support for the purchase of, during the
        underwriting or placement period or within thirty (30) days thereafter, any
        Ineligible Securities underwritten or privately placed by a Financial
        Affiliate.

      


      6.10 Environmental
        Compliance.

      


      The
        Borrower and its Subsidiaries conduct in the ordinary course of business
        a
        review of the effect of existing Environmental Laws and claims alleging
        potential liability or responsibility for violation of any Environmental
        Law on
        their respective businesses, operations and properties, and as a result thereof
        the Borrower has reasonably concluded that, except as specifically disclosed
        in
Schedule 6.10,
        such
        Environmental Laws and claims could not, individually or in the aggregate,
        reasonably be expected to have a Material Adverse Effect.

      


      6.11 Insurance.

      


      The
        properties of the Borrower and its Subsidiaries are insured with financially
        sound and reputable insurance companies not Affiliates of the Borrower, in
        such
        amounts with such deductibles and covering such risks as are customarily
        carried
        by companies engaged in similar businesses and owning similar properties
        in
        localities where the Borrower or the applicable Subsidiary
        operates.

      


      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      6.12 Taxes.

      


      The
        Borrower and its Subsidiaries have filed all Federal, state and other material
        tax returns and reports required to be filed, and have paid all Federal,
        state
        and other material taxes, assessments, fees and other governmental charges
        levied or imposed upon them or their properties, income or assets otherwise
        due
        and payable, except those which are being contested in good faith by appropriate
        proceedings diligently conducted and for which adequate reserves have been
        provided in accordance with GAAP. There is no proposed tax assessment against
        the Borrower or any Subsidiary that would, if made, have a Material Adverse
        Effect. Neither any Loan Party nor any Subsidiary thereof is party to any
        tax
        sharing agreement or similar Contractual Obligation.

      


      6.13 ERISA
        Compliance.

      


      (a) Each
        Plan
        is in compliance in all material respects with the applicable provisions
        of
        ERISA, the Code and other Federal or state Laws. Each Plan that is intended
        to
        qualify under Section 401(a) of the Code has received a favorable determination
        letter from the IRS or an application for such a letter is currently being
        processed by the IRS with respect thereto and, to the best knowledge of the
        Borrower, nothing has occurred which would prevent, or cause the loss of,
        such
        qualification. The Borrower and each ERISA Affiliate have made all required
        contributions to each Plan subject to Section 412 of the Code, and no
        application for a funding waiver or an extension of any amortization period
        pursuant to Section 412 of the Code has been made with respect to any
        Plan.

      


      (b) There
        are
        no pending or, to the best knowledge of the Borrower, threatened claims,
        actions
        or lawsuits, or action by any Governmental Authority, with respect to any
        Plan
        that could reasonably be expected to have a Material Adverse Effect. There
        has
        been no prohibited transaction or violation of the fiduciary responsibility
        rules with respect to any Plan that has resulted or could reasonably be expected
        to result in a Material Adverse Effect.

      


      (c) (i)
        No
        ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension
        Plan has any Unfunded Pension Liability; (iii) neither the Borrower nor any
        ERISA Affiliate has incurred, or reasonably expects to incur, any liability
        under Title IV of ERISA with respect to any Pension Plan (other than premiums
        due and not delinquent under Section 4007 of ERISA); (iv) neither the Borrower
        nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
        liability (and no event has occurred which, with the giving of notice under
        Section 4219 of ERISA, would result in such liability) under Sections 4201
        or
        4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Borrower
        nor any ERISA Affiliate has engaged in a transaction that could be subject
        to
        Sections 4069 or 4212(c) of ERISA.

      


      6.14 Subsidiaries;
        Equity Investments

      


      As
        of the
        Amendment Effective Date, the Parent has no Subsidiaries other than the
        Borrower, and the Borrower has no Subsidiaries or any other equity investments
        in any other corporation or entity. All of the outstanding Capital Stock
        of the
        Borrower has been validly issued and is
        fully
        paid and nonassessable and
        is
        owned by the Parent free and clear of all Liens, other than Liens permitted
        by
Section
        8.04.
        

      


      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      6.15 Margin
        Regulations; Investment Company Act.

      


      (a) The
        Borrower is not engaged, and will not engage, principally or as one of its
        important activities, in the business of purchasing or carrying margin stock
        (within the meaning of Regulation U issued by the FRB), or extending credit
        for
        the purpose of purchasing or carrying margin stock.  

      


      (b) None
        of
        the Borrower or any Person Controlling the Borrower (including, without
        limitation, Holdings), or any Subsidiary is or is required to be registered
        as
        an "investment company" under the Investment Company Act of 1940.

      


      6.16 Disclosure.

      


      The
        Borrower has disclosed to the Lenders all agreements, instruments and corporate
        or other restrictions which it or any of its Subsidiaries is subject, and
        all
        other matters known to it, that, individually or in the aggregate, could
        reasonably be expected to result in a Material Adverse Effect. No report,
        financial statement, certificate or other information furnished (whether
        in
        writing or orally) by or on behalf of any Loan Party to any Lender in connection
        with the transactions contemplated hereby and the negotiation of this Agreement
        or delivered hereunder or under any other Loan Document (in each case, as
        modified or supplemented by other information so furnished) contains any
        material misstatement of fact or omits to state any material fact necessary
        to
        make the statements therein, in the light of the circumstances under which
        they
        were made, not misleading; provided
        that,
        with respect to projected financial information, the Borrower represents
        only
        that such information was prepared in good faith based upon assumptions believed
        to be reasonable at the time.

      


      6.17 Compliance
        with Laws.

      


      Each
        Loan
        Party and Holdings is in compliance in all material respects with the
        requirements of all Laws and all orders, writs, injunctions and decrees
        applicable to it or to its properties, except in such instances in which
        (a)
        such requirement of Law or order, writ, injunction or decree is being contested
        in good faith by appropriate proceedings diligently conducted or (b) the
        failure
        to comply therewith, either individually or in the aggregate, could not
        reasonably be expected to have a Material Adverse Effect.

      


      6.18 Intellectual
        Property; Licenses, Etc.

      


      The
        Borrower and its Subsidiaries own, or possess the right to use, all of the
        trademarks, service marks, trade names, copyrights, patents, patent rights,
        franchises, licenses and other intellectual property rights (collectively,
        "IP
        Rights")
        that
        are reasonably necessary for the operation of their respective businesses,
        without conflict with the rights of any other Person. Schedule
        6.18
        sets
        forth a complete and accurate list of all registered or issued patents,
        trademarks and copyrights owed by each Loan Party and all applications for
        registration or issued filed in the name of a Loan Party. To the best knowledge
        of the Borrower, no slogan or other advertising device, product, process,
        method, substance, part or other material now employed, or now contemplated
        to
        be employed, by a Loan Party or any Subsidiary thereof infringes upon any
        rights
        held by any other Person. Except as specifically disclosed in Schedule 6.18,
        no
        claim or litigation regarding any of the foregoing is pending or, to the
        best
        knowledge of the Borrower, threatened, which, either individually or in the
        aggregate, could reasonably be expected to have a Material Adverse
        Effect.

      


      6.19 Solvency.

      


      Both
        before and after giving effect to this Agreement, the other Loan Documents,
        the
        Senior Transaction Documents, the Parent Merger Documents and the use of
        proceeds of the Notes contemplated hereby, each Loan Party is, and after
        consummation of the transactions contemplated by this Agreement will be,
        Solvent. As used herein, "Solvent"
        shall
        mean that each Loan Party (i) has assets having a fair value in excess of
        its
        liabilities, (ii) has assets having a fair value in excess of the amount
        required to pay its liabilities on existing debts as such debts become absolute
        and matured, and (iii) has, and expects to continue to have, access to adequate
        capital for the conduct of its business and the ability to pay its debts
        from
        time to time incurred in connection with the operation of its business as
        such
        debts mature.

      


      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

      6.20 Compliance
        with Securities Laws.

      


      Assuming
        the accuracy of the representations and warranties of the Lenders contained
        in
Article
        VIA
        hereof,
        the offer and sale of the Notes and the Warrants are not required to be
        registered pursuant to the provisions of Section 5 of the Securities Act.
        None of the Loan Parties or any agent on their behalf has solicited or will
        solicit any offers to sell or has offered to sell or will offer to sell all
        or
        any part of the Notes or
        any of
        the Warrants to
        any
        Person so as to bring the sale of Notes or the Warrants by the Borrower and/or
        the Parent within the registration provisions of the Securities Act or any
        state
        securities laws.

       

      6.21 Transaction
        Representations.

      


      All
        representations and warranties of the Loan Parties in the Transaction Documents
        are true and correct in all material respects as of each date made or deemed
        made.

      


      6.22 Business
        and Collateral Locations; Fictitious Business Names.

      


      (a) Set
        forth
        on Schedule 6.22
        is a
        list of all real property
        located
        in the United States
        that are
owned
        or
        leased by the Loan Parties as
        of the
        Amendment Effective Date. Set forth on Schedule 6.22
        is a
        list of all locations where any tangible personal property of a Loan Party
        is
        located as of the Amendment Effective Date. Set forth on Schedule 6.22
        is the
        chief executive office, jurisdiction of incorporation or formation and principal
        place of business and federal tax identification number of each Loan Party
        as of
        the Amendment Effective Date.

      


      (b) No
        Loan
        Party has used any assumed, fictitious or other name during the five years
        preceding the date hereof, other than the legal name of such entity shown
        on its
        articles or certificate of incorporation or formation or other organizational
        documents and as set forth on Schedule
        6.22.

      


      6.23 Material
        Agreements.

      


      Schedule 6.23
        accurately and completely lists all material agreements to which each of
        the
        Loan Parties is a party as of the Amendment Effective Date, including, without
        limitation, all material purchase agreements, material customer agreements,
        material right of way or occupancy agreements, material lease agreements,
        material consulting agreements, material management agreements and material
        employment agreements. All of such agreements are valid, subsisting and in
        full
        force and effect and none of the Loan Parties, as applicable, or, to the
        knowledge of the Loan Parties, any other parties, are in material default
        thereunder. The Loan Parties have provided true and complete copies of all
        such
        agreements to the Lenders. Set
        forth
        on Schedule 6.23
        hereto
        is a complete and correct list of all material credit agreements, indentures,
        purchase agreements, obligations in respect of letters of credit, guarantees,
        joint venture agreements, and other instruments in effect or to be in effect
        as
        of the Amendment Effective Date providing for, evidencing, securing or otherwise
        relating to any Indebtedness of the Parent, the Borrower or any of its
        Subsidiaries, and all material obligations of the Parent, the Borrower or
        any of
        its Subsidiaries to issuers of material surety or appeal bonds issued for
        account of any such Person as of the Amendment Effective Date, and correctly
        sets forth the names of the debtor and creditor with respect to the Indebtedness
        obligations outstanding or to be outstanding and the property subject to
        any
        Lien securing such Indebtedness obligation as of the Amendment Effective
        Date.
        The Borrower has heretofore delivered to the Lenders a complete and correct
        copy
        of all such material credit agreements, indentures, purchase agreements,
        contracts, letters of credit, guarantees, joint venture agreements, or other
        instruments, including any modifications or supplements thereto, as in effect
        on
        the Amendment Effective Date.

      


      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

    

    6.24 Transactions
      with Affiliates.

    


    Except
      as
      set forth on Schedule 6.24,
      there
      are no Contractual Obligations of a Loan Party to any of the officers,
      directors, shareholders, Affiliates or their respective Affiliates, or Related
      Parties, of a Loan Party other than (i) for payment of salary for services
      rendered, (ii) reimbursement for reasonable expenses incurred on behalf of
      a Loan Party, (iii) for standard employee benefits made generally available
      to all employees of the Borrower and (iv) pursuant to any of the
      Transaction Documents. Except as set forth on Schedule
      6.24,
      none of
      the officers, directors, shareholders, employees, Affiliates, or their
      respective Affiliates or Related Parties, of any Loan Party has incurred
      Indebtedness to a Loan Party or has any direct or indirect material ownership
      interest in any Person with which a Loan Party is affiliated or, to the Loan
      Parties' best knowledge, with which a Loan Party has a business relationship
      except that such Person may own stock in publicly traded companies. Other than
      as set forth on Schedule 6.24,
      no
      officer, director, shareholder, Affiliate, or any of their respective Affiliates
      or Related Parties, of a Loan Party, is, directly or indirectly, a party to
      or
      otherwise interested in any material Contractual Obligation with a Loan Party.
      Except as may be expressly disclosed in notes to the Financial Statements,
      no
      Loan Party is a guarantor or indemnitor of any Indebtedness of any other
      Person.

    


    6.25 Authorized
      and Issued Capital.

    


    The
      authorized capitalization of each of the Loan Parties as of the Amendment
      Effective Date after giving effect to the Transaction is set forth on
Schedule 6.25.
      As of
      the Amendment Effective Date, Holdings owns 100% of the issued and outstanding
      capital stock of the Parent, and the Parent owns 100% of the issued and
      outstanding Capital Stock of the Borrower, and except for such Capital Stock
      neither the Parent nor the Borrower has issued any of its Capital Stock to
      any
      Person and there are no further subscriptions, contracts or agreements for
      the
      issuance or purchase of any other or additional equity interest in the Loan
      Parties or Holdings, either in the form of options, agreements, warrants, calls,
      convertible securities or other similar rights. All the outstanding Capital
      Stock of the Parent and the Borrower has been duly and validly authorized and
      issued and is fully paid and nonassessable and has been offered, issued, sold
      and delivered in compliance with applicable federal and state securities laws.
      There are no Persons holding with respect to any Loan Party any options,
      agreements, warrants, calls, convertible securities and other rights relating
      to
      the issuance of equity securities of, or interests in, the Loan Parties. None
      of
      the Loan Parties is a party to any "phantom stock", employee stock option plan,
      other equity-based incentive plan or similar agreement, there are no preemptive
      or similar rights to purchase or otherwise acquire equity securities of, or
      interests in, any of the Loan Parties pursuant to any requirement of Law or
      Contractual Obligation applicable to the Loan Parties, and no registration
      rights under the Securities Act have been granted any of the Loan Parties with
      respect to its equity securities or interests. 


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    


    6.26 Subdebt
      Collateral Documents.

    


    The
      provisions of the Subdebt Collateral Documents are effective to create in favor
      of the Collateral Agent for the benefit of the Secured Parties, a legal, valid
      and enforceable security interest in, and Liens on, all right, title and
      interest of the respective Loan Parties in the Collateral described therein
      and
      all proceeds thereof, which security interests and Liens are currently (or
      will
      be upon the execution of control agreements with respect to deposit and
      securities accounts and the filing or recording of appropriate financing
      statements) perfected security interests and Liens, prior to all other Liens
      other than Permitted Liens. Except for filings completed prior to the Amendment
      Effective Date and as contemplated by this Agreement and the Collateral
      Documents, no filing or other action will be necessary to perfect or protect
      such security interest.

    


    6.27 Parent
      Merger Documents.

    


    With
      respect to each of the Parent Merger Documents, (i) all representations made
      by
      any Loan Party in the Parent Merger Documents are complete, true and correct
      in
      all material respects as of the Amendment Effective Date; (ii) the execution
      and
      delivery by any Loan Party of the Parent Merger Documents and the consummation
      of the transactions therein contemplated or the compliance with the provisions
      thereof will not violate any law, rule, regulation, order, writ, judgment,
      injunction, decree or award binding on such Loan Party or any of the provisions
      of the organizational documents of any Loan Party or any of the provisions
      of
      any indenture, agreement, document, instrument or undertaking to which any
      Loan
      Party is a party or subject, or by which any Loan Party or any property of
      any
      Loan Party is bound, or conflict with or constitute a default thereunder or
      result in the creation or imposition of any Lien pursuant to the terms of any
      such indenture, agreement, document, instrument or undertaking, except to the
      extent such conflict or default would not reasonably be likely to result in
      a
      Material Adverse Effect; (iii) no material order, consent, approval, license,
      authorization or validation of, or filing, recording or registration with,
      or
      exemption by, any governmental, regulatory, administrative or public body or
      authority, or any subdivision thereof, or any other Person is required to
      authorize, or is required in connection with, the execution, delivery or
      performance of, or the legality, validity, binding effect or enforceability
      of,
      any of the Parent Merger Documents except those which have already been obtained
      or given; and (iv) upon the effectiveness of this Agreement, all conditions
      to
      effectiveness of the Parent Merger Agreement have been satisfied.

    


    ARTICLE
      VIA.

    REPRESENTATIONS
      AND WARRANTIES OF THE LENDERS

    


    Each
      of
      the Lenders, severally and not jointly, represents and warrants only as to
      itself to the Borrower
      as
      follows:

    


    (a) It
      is
      (i) an "accredited investor" as that term is defined in Rule 501 of
      the Securities Act, and that, in making the purchases contemplated herein,
      it is
      specifically understood and agreed that the Lenders is acquiring the Notes
      and
      the Warrants for the purpose of investment and not with a view towards the
      sale
      or distribution thereof within the meaning of the Securities Act; provided,
      however,
      that
      the disposition of the Lenders' property shall at all times be and remain within
      its control.

    


    (b) It
      understands that the Notes and the Warrants will not be registered under the
      Securities Act, by reason of their issuance by the Borrower
      in a
      transaction exempt from the registration requirements of the Securities Act,
      and
      that it must hold the Notes and the Warrants indefinitely unless a subsequent
      disposition thereof is registered under the Securities Act and applicable state
      securities laws or is exempt from registration.

     

    (c) It
      has
      not employed any broker or finder in connection with the transactions
      contemplated by this Agreement.


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    


    (d) It
      has
      been furnished with or has had access to the information it has requested from
      the Borrower
      and has
      had an opportunity to discuss with the management of the Borrower
      the
      business and financial affairs of the Loan Parties, and has generally such
      knowledge and experience in business and financial matters and with respect
      to
      investments in securities or privately held companies so as to enable it to
      understand and evaluate the risks of such investment and form an investment
      decision with respect thereto; provided,
      however,
      that
      the foregoing shall in no way affect, diminish or derogate from the
      representations and warranties made by the Borrower
      hereunder or the right of the Lenders to rely thereon and to seek
      indemnification hereunder.

    


    (e) Either
      (i) no part of the funds to be used by such Lender to acquire or hold the Notes
      constitutes assets of any "employee benefit plan" within the meaning of Section
      3(3) of ERISA or any "plan" within the meaning of Section 4975 of the Code
      or
      (ii) the acquisition and holding of the Notes by such Lender is exempt from
      the
      restrictions on prohibited transactions of ERISA and the Code pursuant to one
      or
      more statutory, regulatory or administrative exemptions.

    


    (f) At
      least
      one of the following statements is an accurate representation as to each source
      of funds (a "Source")
      to be
      used by such Lender to pay the purchase price of the Notes and the Warrants
      to
      be purchased by such Lender hereunder:

    


    (i) if
      such
      Lender is an insurance company, the Source is an "insurance company general
      account" within the meaning of Prohibited Transaction Exemption ("PTE")
      95-60
      (issued July 12, 1995) and there is no employment benefit plan, treating as
      a single plan, all plans maintained by the same employer or employee
      organization, with respect to which the amount of the general account reserves
      and liabilities for all contracts held by or on behalf of such plan, exceed
      ten
      percent (10%) of the total reserves and liabilities of such general account
      (exclusive of separate account liabilities) plus surplus, as set forth in the
      NAIC Annual Statement filed with its state of domicile; or

    


    (ii) the
      Source is either (i) an insurance company pooled separate account, within
      the meaning of PTE 90-1 (issued January 29, 1990), or (ii) a bank
      collective investment fund, within the meaning of the PTE 91-38 (issued
      July 12, 1991) and, except as such Purchaser has disclosed to the Borrower
      in writing pursuant to this paragraph (b), no employee benefit plan or
      group of plans maintained by the same employer or employee organization
      beneficially owns more than 10% of all assets allocated to such pooled separate
      account or collective investment fund; or

    


    (iii) the
      Source constitutes assets of an "investment fund" (within the meaning of
      Part V of PTE 84-14 (the "QPAM
      Exemption"))
      managed by a "qualified professional asset manager" or "QPAM" (within the
      meaning of Part V of the QPAM Exemption), no employee benefit plan's assets
      that are included in such investment fund, when combined with the assets of
      all
      other employee benefit plans established or maintained by the same employer
      or
      by an affiliate (within the meaning of Section V(c)(1) of the QPAM
      Exemption) of such employer or by the same employee organization and managed
      by
      such QPAM, exceed 20% of the total client assets managed by such QPAM, the
      conditions of Part 1(c) and (g) of the QPAM Exemption are satisfied,
      neither the QPAM nor a person controlling or controlled by the QPAM (applying
      the definition of "control" in Section V(e) of the QPAM Exemption) owns a
      5% or more interest in the Borrower and (i) the identity of such QPAM and
      (ii) the names of all employee benefit plans whose assets are included in
      such investment fund have been disclosed to the Borrower in writing pursuant
      to
      this paragraph (c); or


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    (iv) the
      Source is a governmental plan; or

    


    (v) the
      Source is one or more employee benefit plans, or a separate account or trust
      fund comprised of one or more employee benefit plans, each of which has been
      identified to the Borrower in writing pursuant to this paragraph (e) or the
      Source does not include assets of any employee benefit plan, other than a plan
      exempt from the coverage of ERISA.

    


    As
      used
      in this Article
      VIA,
      the
      terms "employee benefit plan", "governmental plan", "party in interest" and
      "separate account" shall have the respective meanings assigned to such terms
      in
      Section 3 of ERISA.

    


    (g) with
      respect to each Person that is a Lender as of the Original Closing Date, such
      Lender is
      either
      not subject to or entitled to a complete exemption from United States
      withholding tax with respect to payments to be made under this Investment
      Agreement and under any Note.


     

    ARTICLE
      VII.

    AFFIRMATIVE
      COVENANTS 

    


    So
      long
      as any Lender shall have any Notes remaining unpaid or unsatisfied or other
      Subdebt Obligations (other than contingent indemnity obligations) hereunder
      shall remain unpaid or unsatisfied, each Loan Party shall, and shall cause
      each
      Subsidiary of the Borrower to: 

     

    7.01 [Intentionally
      Omitted]. 

    


    7.02 Modifications
      of Financial Covenants. 

    


    If
      the
      Loan Parties amend, change, add, or otherwise modify the financial covenants
      (and the definitions used therein) in the Senior Loan Documents to be more
      restrictive to the Loan Parties than the existing financial covenants (and
      the
      related financial definitions used therein) required by the terms of the Senior
      Loan Documents in effect as of the Amendment Effective Date, then, at the option
      of the Required Lenders upon delivery of written notice, cause the Loan Parties
      to amend, add or otherwise modify the financial covenants (and the related
      financial definitions used herein) in the Loan Documents to preserve, on
      substantially similar and proportional economic terms, the relative
      differential, if any, that existed on the Amendment Effective Date between
      the
      financial covenants (for each applicable period) in the Senior Loan Documents
      (and the related financial definitions used therein) in effect as of the
      Amendment Effective Date and the financial covenants (for each applicable
      period) in the Loan Documents (and the financial definitions used herein) in
      effect as of the Amendment Effective Date. The Loan Parties agree to effectuate
      all such amendments, changes, additions and/or modifications concurrently with
      the modifications of the Senior Loan Documents.

    


    7.03 Remarketing
      Cooperation.

    


    Cooperate
      with the Lenders in completing any resale of any portion of the Notes. Such
      cooperation shall include, without limitation, the following: (i) as
      promptly as reasonably practicable, producing information related to the Loan
      Parties and their business and operations necessary to produce, prepare and
      complete a preliminary offering memorandum ("Offering
      Memorandum")
      relating to the such Notes; (ii) delivering to the Lenders all audited
      consolidated financial statements of the Borrower, prepared in accordance with
      GAAP and all other data and schedules of the Borrower, and such unaudited
      consolidated financial statements of the Borrower, pro
      forma
      financial statements, in each case, prepared in accordance with, or reconciled
      to, GAAP; and (iii) providing direct contact between the Borrower's senior
      management and prospective purchasers in meetings and participating in
      presentations to prospective purchasers with reasonable notice. All materials
      supplied or available under this Section 7.18
      (including any materials referred to or incorporated by reference therein,
      "Resale
      Materials")
      will
      not, as of their date and as of the closing of any private offering, or resale,
      of Notes and Units, when taken as a whole, include an untrue statement of a
      material fact or omit to state a material fact necessary in order to make the
      statements therein, in the light of the circumstances under which they were
      made, not misleading. Each of the Parent and the Borrower hereby expressly
      acknowledge the indemnification provisions of Section 7.18
      hereof
      are specifically applicable and relate to Resale Materials. 


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    


    7.04 Pledged
      Assets.

    


    (a) Equity
      Interests.
      Cause
(i) one
      hundred percent (100%) of the
      issued
      and outstanding Equity
      Interests of the Borrower, and (ii) one hundred percent (100%) of
      the
      issued
      and outstanding Equity
      Interests of each Subsidiary of the Borrower to be subject at all times to
      a
      perfected Lien (subject only to Permitted Liens) in favor of the Collateral
      Agent pursuant to the terms and conditions of the Subdebt Collateral Documents
      or such other security documents as the Collateral Agent shall reasonably
      request.

    


    (b) Other
      Assets.
      (i) Cause all of the owned real and personal Property of the Borrower and
      each Subsidiary to be subject at all times to perfected and, in the case of
      owned real Property, if any, title insured Liens (subject only to Liens
      permitted by Section 8.04)
      in
      favor of the Collateral Agent, for the ratable benefit of each Lender, to secure
      the Subdebt Obligations pursuant to the terms and conditions of the Subdebt
      Collateral Documents or, with respect to any such Property acquired subsequent
      to the Original Closing Date, such other additional security documents as the
      Collateral Agent shall reasonably request, subject in any case to Liens
      permitted by Section 8.04
      and
      (ii) deliver such other documentation as the Collateral Agent may
      reasonably request in connection with the foregoing, including, without
      limitation, appropriate UCC-1 financing statements, real estate title insurance
      policies, surveys, environmental reports, landlord's waivers, certified
      resolutions and other organizational and authorizing documents of such Person,
      favorable opinions of counsel to such Person (which shall cover, among other
      things, the legality, validity, binding effect and enforceability of the
      documentation referred to above and the perfection of the Collateral Agent's
      Liens thereunder) and other items of the types required to be delivered pursuant
      to Section 5.01
      for
      each
      initial Loan Party, all in form, content and scope reasonably satisfactory
      to
      the Collateral Agent. 

    


    7.05 Financial
      Information, Etc.

    


    Cause
      the
      Borrower to furnish to the Collateral Agent and the Lenders:

    


    (a) (i)
      as
      soon as available, and in any event with one hundred twenty (120) days after
      the
      Amendment Effective Date, (A) a copy of the audit report of the Borrower for
      January 1, 2008 through the Second Amendment Effective Date, including therein
      consolidated balance sheets and statements of earnings and cash flows of the
      Borrower and its Subsidiaries as at the Amendment Effective Date, certified
      without adverse reference to going concern value and without qualification
      by
      independent auditors of recognized standing selected by the Borrower and
      reasonably acceptable to the Collateral Agent, acknowledging that in making
      the
      examination necessary for the signing of such annual audit report by such
      accountants, nothing came to their attention that caused them to believe that
      the Company was not in compliance with any provision of Sections
      8.04,
      8.07,
      8.08
      or
8.15
      of this
      Agreement insofar as such provision relates to accounting matters or, if
      something has come to their attention that caused them to believe that
      the Borrower
      was not in compliance with any such provision, describing such non-compliance
      in
      reasonable detail, together with (1) management discussion and analysis relating
      to important operation and financial developments during such period, and (2)
      a
      comparison of such results with the business plan and budget for such
      period;
      (B) a
      consolidating balance sheet of the Borrower and its Subsidiaries as of the
      Second Amendment Effective Date and consolidating statement of earnings and
      cash
      flows for the Borrower and its Subsidiaries for time period, certified by a
      Responsible Officer of the Company, and (C) a complete listing of the Borrower's
      inventory of Rental Units which includes the manufacturer's name, serial number,
      purchase price and Book Value for each Rental Unit owned by
      Borrower.


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    


    (ii) promptly
      when available and in any event within 120 days after the close of the fiscal
      year of the Borrower ending June 30, 2009, (A) a copy of the annual audit report
      of the Borrower and its Subsidiaries for the Amendment Effective Date through
      such date, including therein consolidated balance sheets and statements of
      earnings and cash flows of the Borrower and its Subsidiaries as at the end
      of
      such fiscal year, certified without adverse reference to going concern value
      and
      without qualification by independent auditors of recognized standing selected
      by
      the Borrower and reasonably acceptable to the Collateral Agent, acknowledging
      that in making the examination necessary for the signing of such annual audit
      report by such accountants, nothing came to their attention that caused them
      to
      believe that the Company was not in compliance with any provision of
Sections 8.04,
      8.07,
      8.08
      or
8.15 of
      this
      Agreement insofar as such provision relates to accounting matters or, if
      something has come to their attention that caused them to believe that the
      Company was not in compliance with any such provision, describing such
      non-compliance in reasonable detail, together with (1) management discussion
      and
      analysis relating to important operation and financial developments during
      such
      period, and (2) a
      comparison of such results with the business plan and budget for such
      period;
      (B) a
      compiled income statement of the Borrower and its Subsidiaries for July 1,
      2008
      through the Amendment Effective Date, (C) a consolidating balance sheet of the
      Borrower and its Subsidiaries as of the end of such fiscal year and
      consolidating statement of earnings and cash flows for the Borrower and its
      Subsidiaries for such fiscal year, certified by a Responsible Officer of the
      Company and (D) a complete listing of the Borrower's inventory of Rental Units
      which includes the manufacturer's name, serial number, purchase price and Book
      Value for each Rental Unit owned by Borrower.

    


    (iii) beginning
      with the fiscal year ending June 30, 2010 and thereafter, promptly when
      available and in any event within 120 days after the close of each fiscal year
      :
      (a) a copy of the annual audit report of the Borrower and its Subsidiaries
      for
      such fiscal year, including therein consolidated balance sheets and statements
      of earnings and cash flows of the Borrower and its Subsidiaries as at the end
      of
      such fiscal year, certified without adverse reference to going concern value
      and
      without qualification by independent auditors of recognized standing selected
      by
      the Borrower and reasonably acceptable to the Collateral Agent, acknowledging
      that in making the examination necessary for the signing of such annual audit
      report by such accountants, nothing came to their attention that caused them
      to
      believe that the Company was not in compliance with any provision of
Sections 8.04,
      8.07,
      8.08
      or
8.15 of
      this
      Agreement insofar as such provision relates to accounting matters or, if
      something has come to their attention that caused them to believe that the
      Company was not in compliance with any such provision, describing such
      non-compliance in reasonable detail, together with (1) management discussion
      and
      analysis relating to important operation and financial developments during
      such
      period, and (2) a
      comparison of such results with the business plan and budget for such
      period;
      (B) a
      consolidating balance sheet of the Borrower and its Subsidiaries as of the
      end
      of such fiscal year and consolidating statement of earnings and cash flows
      for
      the Borrower and its Subsidiaries for such fiscal year, certified by a
      Responsible Officer of the Company and (C) a complete listing of the Borrower's
      inventory of Rental Units which includes the manufacturer's name, serial number,
      purchase price and Book Value for each Rental Unit owned by
      Borrower.


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    


    (b) as
      soon
      as available, and in any event within forty-five (45) days after the end of
      each
      fiscal quarter of the Borrower, financial statements, prepared by the Borrower,
      as applicable, and certified by the chief financial officer of the Borrower,
      as
      applicable, including, without limitation, balance sheet and statements of
      income, retained earnings and changes in retained earnings, providing
      information with respect to Borrower's operations as a whole and with respect
      to
      each branch office operated by Borrower, such financial statements to be
      prepared in accordance with GAAP and in a manner consistent with prior practice
      unless otherwise specifically noted therein, together with (i) management
      discussion and analysis relating to important operation and financial
      developments during such fiscal period, and (ii) a
      comparison of such results with the business plan and budget for such fiscal
      quarter;

    


    (c) concurrently
      with the financial statements referred to in Sections
      7.05(a)
      and
(b),
      a duly
      completed compliance certificate in the form of the certificate attached as
      Exhibit
      A
      (a
      "Compliance
      Certificate"),
      executed by a Responsible Officer of the Borrower and including a computation
      demonstrating that Borrower is in compliance with all financial covenants and
      other covenants and obligations under this Agreement or, in the absence of
      such
      compliance, showing the extent to which, and stating with specificity, those
      covenants or obligations with respect to which Borrower is not in compliance;
      

    


    (d) as
      soon
      as available, and in any event within thirty (30) days after the end of each
      month, financial statements, prepared by Borrower and certified by the chief
      financial officer of Borrower, including, without limitation, balance sheet
      and
      statements of income, retained earnings and changes in retained earnings,
      providing information with respect to Borrower's operations as a whole and
      with
      respect to each branch office operated by Borrower, such financial statements
      to
      be prepared in accordance with GAAP and in a manner consistent with prior
      practice unless otherwise specifically noted therein; 

    


    (e) within
      thirty (30) days after the end of each fiscal quarter, reports, prepared by
      Borrower and certified by chief financial officer of Borrower, detailing the
      utilization of Borrower's Rental Units, categorized as "in use" or "not in
      use"
      and showing the percentage of each category by dollar amount and by number
      of
      units and providing such information with respect to Borrower's operations
      as a
      whole and with respect to each branch office operated by Borrower;

    


    (f) as
      soon
      as available, but in any event at least 30 days after the beginning of each
      fiscal year of the Borrower, an annual business plan and budget of the Borrower
      and its Subsidiaries on a consolidated basis, including forecasts prepared
      by
      management of the Borrower, in form satisfactory to the Required Lenders, of
      consolidated balance sheets and statements of income or operations and cash
      flows of the Borrower and its Subsidiaries on a monthly basis for such fiscal
      year;

     

    (g) immediately
      upon the occurrence of any Event of Default or event which upon the lapse of
      time may become an Event of Default under this Agreement, a certificate of
      Borrower stating the specific nature of the default, the Borrower's intended
      actions to cure such default and the time period in which such cure is to
      occur;


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

    


    (h) promptly
      after the furnishing thereof, copies of any statement, certificate or report
      furnished to the Senior Agent, any holder of the Senior Indebtedness and/or
      any
      holder of any other debt securities of any Loan Party or any Subsidiary thereof
      pursuant to the terms of any indenture, loan or credit agreement and not
      otherwise required to be furnished to the Collateral Agent and the Lenders
      pursuant to this Section
      7.05;
      

    


    (i) copies
      of
      any detailed audit reports, management letters or recommendations submitted
      to
      the board of directors (or the audit committee of the board of directors) of
      the
      Parent by independent accountants in connection with the accounts or books
      of
      the Borrower or any Subsidiary, or any audit of any of them;

    


    (j) promptly
      upon the filing or sending thereof, copies of all reports of Holdings or any
      Loan Party on Form 10-K or 10-Q filed with the SEC; and

    


    (k) promptly,
      and in any event within five Business Days after receipt thereof by Holdings
      or
      any Loan Party, copies of each notice or other correspondence received from
      the
      SEC concerning any investigation or other inquiry by such agency regarding
      financial or account results of Holdings or any Loan Party.

    


    7.06 Legal
      Existence; Etc.

    


    Preserve,
      renew and maintain in full force and effect its legal existence and good
      standing under the Laws of the jurisdiction of its organization, (b) take
      all reasonable action to maintain all rights, privileges, permits, licenses
      and
      franchises necessary or desirable in the normal conduct of its business, except
      to the extent that failure to do so could not reasonably be expected to have
      a
      Material Adverse Effect and (c) preserve or renew all of its material
      registered copyrights, patents, trademarks, trade names and service marks,
      the
      non-preservation of which could reasonably be expected to have a Material
      Adverse Effect.

    


    7.07 Payment
      of Obligations.

    


    Pay
      and
      discharge, as the same shall become due and payable, all its obligations and
      liabilities, including (a) all Tax liabilities, assessments and
      governmental charges or levies upon it or its properties or assets, unless
      the
      same are being contested in good faith by appropriate proceedings diligently
      conducted and adequate reserves in accordance with GAAP are being maintained
      by
      applicable Loan Party or Subsidiary; (b) all lawful claims which, if
      unpaid, would by law become a Lien upon its property; and (c) all
      Indebtedness, as and when due and payable, but subject to any subordination
      provisions contained in any instrument or agreement evidencing such
      Indebtedness.

    


    7.08 Deposits.

    


    Cause
      the
      Borrower and its Subsidiaries to maintain their primary depository and
      disbursement relationship with LaSalle Bank National Association (or any
      successor thereof).

    


    7.09 Permit
      Field Audits and Inventory and Collateral Valuation

    


    (a) Permit
      the Collateral Agent to conduct field audits annually, or more frequently as
      reasonably determined by Collateral Agent. Pursuant to this Section
      7.09,
      the
      Lenders may, among other things, inspect, audit, check and make copies of,
      and
      extracts from, the books, records, computer data, computer programs, journals,
      orders, receipts, correspondence and other data relating to Inventory, Accounts
      and any other collateral, the results of which must be satisfactory to the
      Collateral Agent in its sole and absolute discretion; and

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

    


    (b) Permit
      the Collateral Agent to conduct inspections, valuations and appraisals of the
      Collateral annually, or more frequently as reasonably determined by the
      Collateral Agent. All such inspections, valuations and appraisals shall be
      at
      the Borrower's sole expense.

     

    7.10 Insurance.

    


    Keep
      its
      insurable property adequately insured at all times by financially sound and
      reputable insurers, acceptable to the Lenders, against fire, flood, extended
      casualty and against such other risks as are customarily insured against by
      a
      prudent owner and operator of the properties and business of Borrower. Such
      policy shall, (a) with respect to insurance providing coverage in respect of
      Collateral, include a lender loss payable clause listing the Control Agent
      as
      Lender's loss payee,
      (b)
      with
      respect to liability insurance, name the Collateral Agent as additional insured,
      and (c) provide that no act or omission of any Loan Party shall provide a
      defense to payment to the Lender under such insurance policy.

    


    7.11 Properties.

    


    Keep
      all
      of its properties and assets useful or necessary in its business in good repair,
      working order and condition, and from time to time make or cause to be made
      all
      needful and proper repairs, renewals and replacements, so that its business
      may
      be properly and advantageously conducted at all times.

    


    7.12 Compliance
      with Laws.

    


    (a)
      Comply in all material respects with all applicable laws, rules, regulations,
      decrees, orders, judgments, licenses and permits; (b) without limiting
clause
      (i)
      above,
      ensure that no person who owns a controlling interest in or otherwise controls
      the Parent or the Borrower is or shall be (i) listed on the Specially Designated
      Nationals and Blocked Person List maintained by the Office of Foreign Assets
      Control ("OFAC"),
      Department of the Treasury, and/or any other similar lists maintained by OFAC
      pursuant to any authorizing statute, Executive Order or regulation or (ii)
      a
      person designated under Section 1(b), (c) or (d) of Executive Order No. 13224
      (September 23, 2001), any related enabling legislation or any other similar
      Executive Orders and (c) without limiting clause
      (i)
      above,
      comply with all applicable Bank Secrecy Act ("BSA")
      and
      anti-money laundering laws and regulations. 

     

    7.13 Additional
      Guarantors.

    


    Notify
      the Collateral Agent at the time that (a) any Person becomes a Subsidiary
      of the Borrower or (b) any Subsidiary of the Borrower guarantees the
      Borrower's obligations under Senior Credit Agreement, and promptly thereafter
      (and in any event within 30 days), cause such Person to (i) become a
      Guarantor by executing and delivering to the Collateral Agent guaranty, security
      and other customary documentation in form and substance reasonably acceptable
      to
      the Lenders, and (ii) deliver to the Collateral Agent items of the types
      referred to for each of the initial Loan Parties pursuant to Section 5.01,
      all in
      form, content and scope reasonably satisfactory to the Lenders.


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

    


    7.14 Payment
      of Obligations.

    


    Pay
      and
      discharge as the same shall become due and payable, all its obligations and
      liabilities, including (a) all Tax liabilities, assessments and
      governmental charges or levies upon it or its properties or assets, unless
      the
      same are being contested in good faith by appropriate proceedings diligently
      conducted and adequate reserves in accordance with GAAP are being maintained
      by
      the applicable Consolidated Party; (b) all lawful claims which, if unpaid,
      would by law become a Lien upon its Property; and (c) all Indebtedness, as
      and when due and payable, but subject to any subordination provisions contained
      in any instrument or agreement evidencing such Indebtedness.

    


    7.15 Material
      Agreements.

    


    Perform
      and observe all the terms and provisions of each material agreement to be
      performed or observed by it, maintain each such material agreement in full
      force
      and effect, enforce each such material agreement in accordance with its terms,
      take all such action to such end as may be from time to time requested by the
      Collateral Agent and, upon request of the Collateral Agent, make to each other
      party to each such material agreement such demands and requests for information
      and reports or for action as any such Person is entitled to make under such
      material agreement, and cause each of its Subsidiaries to do so.

    


    7.16 Books
      and Records.

    


    (a) Maintain
      proper books of record and account, in which full, true and correct entries
      in
      conformity with GAAP consistently applied shall be made of all financial
      transactions and matters involving the assets and business of the Loan Party
      or
      such Subsidiary, as the case may be; and (b) maintain such books of record
      and account in material conformity with all applicable requirements of any
      Governmental Authority having regulatory jurisdiction over the Loan Party or
      such Subsidiary, as the case may be.

    


    7.17 Use
      of Proceeds.

    


    Use
      the
      proceeds of the Notes for general corporate purposes not in contravention of
      any
      Law or of any Loan Document.

    


    ARTICLE
      VIII.

    NEGATIVE
      AND FINANCIAL COVENANTS

    


    So
      long
      as any Lender shall have any Notes remaining unpaid or unsatisfied or other
      Subdebt Obligations (other than contingent indemnity obligations) hereunder
      shall remain unpaid or unsatisfied, each Loan Party shall not, and shall not
      permit any Subsidiary of the Borrower to, directly or indirectly: 

    


    8.01 Anti-Layering.

    


    Notwithstanding
      the provisions of Section 8.05,
      incur
      any Indebtedness that is subordinate or junior in any respect to any
      Indebtedness arising under the Senior Credit Agreement and senior in any respect
      to any Indebtedness arising under the Notes.


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    


    8.02 Limitations
      on Ownership of Senior Indebtedness.

    


    Permit
      any of Ronald L. Valenta, Ronald J. Havner, Jr., Holdings, the Parent, the
      Borrower or any of their respective Affiliates, directly or indirectly, to
      purchase, participate, be assigned or in any way beneficially own any of the
      Indebtedness arising under any of the Senior Transaction Documents.

    


    8.03 Modifications
      of Senior Transaction Documents.

    


    Amend,
      replace, refinance, refund, restructure, amend, supplement, extend or otherwise
      modify the Senior Credit Agreement in effect on the Amendment Effective Date
      or
      any other Senior
      Transaction
      Document
      in effect on the Amendment Effective Date:

    


    (a) to
      advance or extend the final maturity of the Senior Indebtedness to a date beyond
      January 31, 2013, or have any maturity date of the Senior Indebtedness on a
      date
      beyond January 31, 2013;

    


    (b)  to
      increase the principal amount of the Senior Indebtedness to an amount in excess
      of the amount permitted under the definition of "Senior
      Indebtedness";

    


    (c) to
      shorten the weighted average term to maturity of the Senior Indebtedness by
      more
      than six (6) months;

    


    (d) to
      subject the Borrower or any of their Subsidiaries to any prohibition or
      limitation on the making of mandatory, required or regularly scheduled payments
      of principal or interest under the Loan Documents (except as set forth in the
      Intercreditor Agreement). 

    


    (e) to
      shorten the final maturity date under the Senior Credit Agreement (unless a
      corresponding change is made under this Agreement and the other Loan Documents
      such that the Maturity Date of the Notes is also six (6) months later than
      the earlier maturity date of the Senior Credit Agreement);

    


    (f) to
      subject the Loan Parties to any prohibition or limitation on the making of
      mandatory, required or regularly scheduled payments or prepayments of Principal,
      interest, premium, fees and any other Subdebt Indebtedness under this Agreement,
      the Notes and the other Loan Documents (except as set forth in the Intercreditor
      Agreement);

    


    (g) to
      increase the interest rates or fees on any loan included in the Senior
      Indebtedness by more than 200 basis points in excess of the maximum interest
      rates permitted by the applicable interest rate margin on such loan pursuant
      to
      the pricing grid set forth in the definition of "Applicable Percentage" (as
      such
      term is defined in the Senior Credit Agreement in effect as of the Amendment
      Effective Date) plus
      any
      increased rate of interest chargeable following the occurrence of an Event
      of
      Default under the Senior Credit Agreement in effect on the Amendment Effective
      Date; or

    


    (h) to
      contain covenants or other provisions more restrictive to the Borrower and/or
      its Subsidiaries than the existing covenants and provisions contained in the
      Senior Transaction Documents in effect as of the Amendment Effective Date
      (except to the extent the Loan Documents are also modified in accordance with
      Section
      7.02).



    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    


    8.04 Encumbrances.

    


    Create
      or
      permit to exist any Lien or otherwise encumber any of such Person's assets
      except under the provisions of this Agreement and except:

    


    (a) Liens
      for
      taxes, assessments or governmental charges or levies on its property if the
      same
      shall not at the time be delinquent or thereafter can be paid without penalty,
      or are being contested in good faith and by appropriate proceedings in such
      a
      manner as not to make the property forfeitable;

    


    (b) Liens
      imposed by law, such as carriers, warehousemen's and mechanic's liens and other
      similar liens arising in the ordinary course of business which secure payment
      of
      obligations not more than sixty (60) days past due, or are being contested
      in
      good faith and by appropriate proceedings in such a manner as not to make the
      property forfeitable;

    


    (c) Liens
      arising out of pledges or deposits under worker's compensation laws,
      unemployment insurance, old age pensions or other social security or retirement
      benefits, or similar legislation; 

    


    (d) utility
      easements, building restrictions and such other encumbrances or charges against
      real property as are of a nature generally existing with respect to properties
      of a similar character in which do not in a material way affect the
      marketability of the same or interfere with the use thereof in the business
      of
      Borrower; 

    


    (e) Liens
      securing Senior Indebtedness; and

    


    (f) subject
      to the limitation set forth in Section
      8.07(d),
      (i)
      Liens arising in connection with Capitalized Leases (and attaching only to
      the
      property being leased), and (ii)  Liens that constitute purchase money
      security interests on any property securing debt incurred for the purpose of
      financing all or any part of the cost of acquiring such property, provided
      that any
      such Lien attaches to such property within 20 days of the acquisition thereof
      and attaches solely to the property so acquired;

    


    8.05 Sale
      or Transfer of Assets

    


    Except
      in
      the ordinary course of business, sell, transfer or otherwise dispose of such
      Person's assets.

     

    8.06 Merger
      and Consolidation.

    


    Merge
      or
      consolidate with any other Person; provided
      that,
      (a) the Parent Merger may be consummated on the Amendment Effective Date in
      accordance with the terms of the Parent Merger Agreement and (b) subject to
      the
      terms of Sections
      7.04
      and
7.13,
      the
      Borrower or a Subsidiary may merge with the Person acquired in any Permitted
      Acquisition.

    


    8.07 Other
      Indebtedness.

    


    Incur
      any
      Indebtedness except:

    


    (a) pursuant
      to the provisions of this Agreement and other Indebtedness to the
      Lenders;


    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

    


    (b) pursuant
      to the provisions of the Senior Transaction Documents; provided,
      however,
      that
      aggregate amount of funded borrowings and other funded extensions of credit
      (including letters of credit) made available to the Borrower under the Senior
      Credit Agreement may not exceed $105,000,000 at any time outstanding unless
      and
      until the Collateral Agent shall have given its prior written consent to the
      incurrence by the Borrower of funded borrowings and other extensions of credit
      thereunder in excess of such amount; provided further,
      it is
      understood and agreed that the consent right of the Collateral Agent set forth
      in the foregoing proviso shall be a one time consent and that once given the
      Borrower shall not be required to obtain the consent of the Subordinated Agent
      to additional extensions of credit under the Senior Transaction Documents in
      excess of $105,000,000 so long as the aggregate principal amount of the Senior
      Indebtedness at any time outstanding does not exceed the applicable limitations
      thereon as provided in the definition of "Senior Indebtedness" set forth
      herein;

    


    (c) Indebtedness
      secured by Liens permitted by Section
      8.04(f),
      and
      extensions, renewals and refinancings thereof; provided
      that the
      aggregate amount of all such Indebtedness at any time outstanding shall not
      exceed $500,000.00; 

    


    (d) Indebtedness
      of the Parent under the Holdback Note, and an unsecured, subordinated guaranty
      thereof by the Borrower; provided
      that all
      Indebtedness and other obligations of the Borrower and the Parent in respect
      of
      the Holdback Note shall be subordinated in right of payment to the Subdebt
      Obligations on terms and conditions and pursuant to documentation in each case
      in form and substance acceptable to the Required Lenders; and

    


    (e) Indebtedness
      of the Borrower where:

     

    
      	 	
              (i)

            	
              immediately
                before and after giving effect to such Debt, no Default or Event
                of
                Default shall exist;

            


    

     

    
      	 	
              (ii)

            	
              the
                aggregate amount of such Indebtedness is less than
                $25,000,000.00;

            


    

     

    
      	 	
              (iii)

            	
              immediately
                after giving effect to such Indebtedness, the Borrower is in pro
                forma
                compliance with all the financial ratios and restrictions set forth
                in
                Section
                8.15;

            


    

     

    
      	 	
              (iv)

            	
              such
                Indebtedness is subordinated in right of payment to the Obligations
                on
                terms and conditions and pursuant to documentation in form and substance
                acceptable to the Collateral Agent;

            


    

     

    
      	 	
              (v)

            	
              reasonably
                prior to incurring such Indebtedness (and in any event not less than
                five
                (5) Business Days), the Collateral Agent shall have received draft
                copies
                of each material document, instrument and agreement to be executed
                in
                connection with such Indebtedness with complete executed copies to
                be
                delivered to Collateral Agent by Company immediately following closing
                on
                such Indebtedness

            


    

     

    
      	 	
              (vi)

            	
              not
                less than ten Business Days prior to incurring such Indebtedness,
                the
                Collateral Agent and Lenders shall have received a summary with respect
                to
                the terms and conditions of the proposed Indebtedness, and the Company’s
                calculation of pro forma financial ratios and restrictions set forth
                in
                Section
                8.15;

            


    

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    


    
      	 	
              (vii)

            	
              the
                Collateral Agent and Required Lenders shall have approved the Borrower's
                computation of pro forma financial ratios and restrictions set forth
                in
                Section
                8.15;

            


    

     

    
      	 	
              (viii)

            	
              such
                Indebtedness shall mature no sooner than ninety-one (91) days after
                the
                Maturity Date; 

            


    

     

    
      	 	
              (ix)

            	
              there
                shall be no payments of principal on such Indebtedness, prior to
                ninety-one (91) days after payment in full of the Subdebt Obligations;
                

            


    

     

    
      	 	
              (x)

            	
              any
                payment of interest on such Indebtedness, prior to ninety-one (91)
                days
                after payment in full of the Subdebt Obligations, shall be permitted
                so
                long as (i) no Event of Default currently exists or would result
                therefrom
                and (ii) the ratio of (A) Consolidated Funded Debt (excluding the
                Indebtedness incurred pursuant to this Section 8.07(e)) immediately
                prior
                to such payment to (B) Consolidated EBITDA for the four consecutive
                fiscal quarter period most recently ended prior to such date, is
                less than
                5.00:1.00; and

            


    

     

    
      	
            	(xi)	
              such
                Indebtedness shall otherwise be on terms and conditions acceptable
                to the
                Collateral Agent. 

            


    

     

    8.08 Ownership
      of Subsidiaries; No Foreign Subsidiaries.

     

    (a) Permit
      any
      Person (other than the Borrower or any wholly owned Subsidiary of the Borrower)
      to own any Capital Stock of any Subsidiary of the Borrower.

    


    (b) Create,
      acquire or permit to exist any Foreign Subsidiaries.

    


    8.09 Restricted
      Payments; Management Fees.

    


    Make
      any
      Restricted Payments in any fiscal year or pay any management fees or similar
      fees to any Person in any fiscal year; provided
      that:

    


    (a) so
      long
      as no Event of Default shall have occurred and be continuing or would be
      directly or indirectly caused as a result thereof, the Borrower may pay
      management fees to Holdings in an aggregate amount not to exceed $1,500,000
      in
      any fiscal year; provided
      that (i)
      the applicable management agreement or similar documentation between Holdings
      and the Borrower in respect of such fees shall be in form and substance
      reasonably acceptable to the Required Lenders and (ii) all such fees and other
      reimbursement or payment obligations of the Borrower to Holdings pursuant to
      any
      such agreement shall be subordinated to the Subdebt Obligations on terms and
      conditions and pursuant to documentation in each case in form and substance
      reasonably acceptable to the Required Lenders;

    


    (b) so
      long
      as no Event of Default shall have occurred and be continuing or would be
      directly or indirectly caused as a result thereof, the Borrower may make
      Restricted Payments to the Parent the proceeds of which shall be used by the
      Parent (i) to make cash payments of interest on the Indebtedness evidenced
      by
      the Holdback Note on each applicable interest payment date in accordance with
      the terms of the Holdback Note and the subordination terms applicable thereto,
      (ii) to make cash payments of principal of the Indebtedness evidenced by the
      Holdback Note on (and not prior to) the applicable maturity date (which shall
      a
      date no earlier than the date 20 months after the Amendment Effective Date);
      and



    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

    


    (c) any
      Subsidiary of the Borrower may pay dividends or make other distributions to
      the
      Borrower or any to other Subsidiary of the Borrower that is a Loan
      Party.

    


    8.10 ERISA
      Event.

    


    Permit
      any ERISA Event to occur or fail to pay any contribution required to meet
      minimum funding standards or to comply with any reporting or other obligation
      under ERISA. 

    


    8.11 Material
      Adverse Condition.

    


    Permit
      an
      event to occur or condition to exist which has or would have a Material Adverse
      Effect upon the financial condition of the Borrower, as determined in the sole
      discretion of the Lenders.

    


    8.12 Investments.

    


    Make
      or
      hold any Investments, except:

     

    (a) employee
      advances in the ordinary course of business; 

    


    (b) demand
      deposit accounts maintained in the ordinary course of business; and

    


    (c) (d) Investments
      consisting of an Acquisition; provided
      that:

    


    (i) the
      business or division acquired are for use, or the Person acquired is engaged,
      in
      the businesses engaged in by the Loan Parties on the Amendment Effective
      Date;

    


    (ii) immediately
      before and after giving effect to such Acquisition, no Event of Default or
      Default shall exist;

    


    (iii) the
      aggregate cash and non-cash consideration to be paid by the Loan Parties
      (including any Indebtedness assumed or issued in connection therewith, the
      amount thereof to be calculated in accordance with GAAP) in connection for
      all
      such Acquisitions made in any fiscal year does not exceed
      $10,000,000;

    


    (iv) immediately
      after giving effect to such Acquisition, the Borrower is in pro forma compliance
      with all the financial ratios and restrictions set forth in Section
      8.15;

    


    (v) in
      the
      case of the Acquisition of any Person, the board of directors or similar
      governing body of such Person has approved such Acquisition;

    


    (vi) reasonably
      prior to the closing of such Acquisition (an in any event not less than five
      (5)
      Business Days), the Collateral Agent shall have received draft copies of each
      material document, instrument and agreement to be executed in connection with
      such Acquisition with complete executed copies to be delivered to Collateral
      Agent by Borrower immediately following closing of the Acquisition, together
      with all lien search reports and lien release letters and other documents as
      the
      Collateral Agent may require to evidence the termination of Liens on the assets
      or business to be acquired;


    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

    


    (vii) not
      less
      than ten Business Days prior to such Acquisition, the Collateral Agent and
      the
      Lenders shall have received an acquisition summary with respect to the Person
      and/or business or division to be acquired, such summary to include a reasonably
      detailed description thereof (including financial information) and operating
      results (including financial statements for the most recent 12 month period
      for
      which they are available and as otherwise available), the terms and conditions,
      including economic terms, of the proposed Acquisition, and the Borrower's
      calculation of pro forma Consolidated EBITDA relating thereto;

    


    (viii) the
      Collateral Agent and Required Lenders shall have approved the Company’s
      computation of pro forma Consolidated EBITDA;

    


    (ix) subject
      to the terms of the Intercreditor Agreement, consents have been obtained in
      favor of the Collateral Agent and the Lenders to the collateral assignment
      of
      rights and indemnities under the related acquisition documents and opinions
      of
      counsel for the Loan Parties and (if delivered to the Loan Party) the selling
      party in favor of the Collateral Agent and the Lenders have been delivered;
      and


    


    (x) subject
      to the terms of the Intercreditor Agreement, the Collateral Agent shall have
      received all items, including in respect of the Capital Stock or Property
      acquired in such Acquisition and/or in respect of any Subsidiary that is formed
      to effect such Acquisition, required to be delivered by the terms of
Section
      7.04
      and/or
Section
      7.13;

    


    (xi) if
      the
      Acquisition is structured as a merger between the Borrower and the target
      entity, or a domestic Wholly Owned Subsidiary and the target entity, the
      Borrower or such Wholly Owned Subsidiary, as applicable, is the surviving
      entity.

    


    8.13 [Intentionally
      Omitted].

     

    8.14 Ownership.

    


    Permit
      any material change in ownership of the Capital Stock of the Borrower or the
      Parent other than those changes effected by the Parent Merger on the Amendment
      Effective Date in accordance with the terms of the Parent Merger
      Agreement.

    


    8.15 Financial
      Covenants.

    


    (a) Total
      Leverage Ratio.
      As of
      the end of each fiscal quarter ending after the Amendment Effective Date, permit
      the Total Leverage Ratio to be greater than 5.50 to 1.00.

    


    (b) Fixed
      Charge Coverage Ratio.
      As of
      the end of each fiscal quarter ending after the Amendment Effective Date, permit
      the Consolidated Fixed Charge Coverage Ratio to be less than 1.10 to
      1.0.


    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

    


    (c) Minimum
      Consolidated EBITDA.
      As of
      the end of each fiscal quarter ending during the following periods, permit
      Consolidated EBITDA for the four quarter period then ending to be less than
      (i)
      $15,000,000 plus
      (ii)
      eighty percent (80%) of pro forma trailing twelve month Consolidated EBTIDA
      contributed by the Person or Property acquired in a Permitted Acquisition
      consummated during the applicable period.

    


    (d) Utilization
      Ratio.
      As of
      the end of each fiscal quarter ending after the Amendment Effective Date, permit
      the Utilization Ratio to be less than 0.60 to 1.00.

     

    8.16 Prepayment
      of other Indebtedness.

    


    (a) If
      any
      Default or Event of Default has occurred and is continuing or would be directly
      or indirectly caused as a result thereof, make (or give any notice with respect
      thereto) any voluntary, optional or other non-scheduled payment, prepayment,
      redemption, acquisition for value (including without limitation, by way of
      depositing money or securities with the trustee with respect thereto before
      due
      for the purpose of paying when due), refund, refinance or exchange of any
      Indebtedness of such Person (other than Indebtedness under the Loan Documents
      or
      the Senior Transaction Documents) (in each case, whether or not mandatory);
      or

    


    (b) Make
      any
      payment or prepayment of principal of, or premium or interest on, any
      Indebtedness of the Parent (other than the Holdback Note), the Borrower or
      any
      Subsidiary of the Borrower held by Holdings, Ronald F. Valenta, Ronald L.
      Havner, Jr., any shareholder of Holdings or any of their respective Affiliates
      (other than the Borrower and its Subsidiaries).

    


    (c) (i)
      Make
      any prepayment of principal or interest in respect of the Holdback Note or
      (ii)
      make any payment in respect of the Holdback Note in violation of the
      subordination provisions applicable thereto.

    


    8.17 Additional
      Negative Pledges.

    


    Create
      or
      otherwise cause or suffer to exist or become effective, or permit any of its
      Subsidiaries to create or otherwise cause or suffer to exist or become
      effective, directly or indirectly, (a) any prohibition or restriction (including
      any agreement to provide equal and ratable security to any other Person in
      the
      event a Lien is granted to or for the benefit of the Collateral Agent and the
      Lenders) on the creation or existence of any Lien upon the assets of any Loan
      Party or any of its Subsidiaries, or (b) any Contractual Obligation which may
      restrict or inhibit the Collateral Agent's rights or ability to sell or
      otherwise dispose of the Collateral or any part thereof after the occurrence
      of
      an Event of Default, in each case except (i) pursuant to the Loan Documents
      and
      the Senior Transaction Documents and (ii) in connection with any Lien permitted
      by Section
      8.04
      or any
      document or instrument governing any such permitted Lien; provided
      that any
      such restriction contained therein relates only to the asset or assets subject
      to such permitted Lien.

    


    8.18 Restrictions
      on Parent.

    


    Notwithstanding
      any other provision of this Agreement, the Parent shall not incur any
      Indebtedness nor grant any Liens upon any of its properties or assets nor engage
      in any operations, business or activity (including, without limitation, any
      issuance of additional shares of its Capital Stock or other equity interests
      after the Amendment Effective Date) other than (a) holding the Capital Stock
      of
      the Borrower, (b) pledging its interests therein to the Collateral Agent on
      behalf of the Lenders, (c) executing the Subdebt Parent Pledge Agreement in
      favor of the Collateral Agent on behalf of the Lenders, (d) guaranteeing the
      Subdebt Obligations as provided in the Subdebt Parent Guaranty, (e) executing
      a
      pledge agreement in favor of the Senior Agent securing the Senior Indebtedness
      and guaranteeing the Senior Indebtedness as provided herein, and (f) issuing
      the
      Holdback Note on the Amendment Effective Date and incurring the Indebtedness
      and
      other obligations evidenced thereby.


    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

    


    8.19 Affiliate
      Transactions.

    


    Enter
      into any transaction with, including, without limitation, the purchase, sale
      or
      exchange of property or the rendering of any service to, any Affiliate of any
      Loan Party except (i) for the Parent Merger on the Amendment Effective Date,
      (ii) the payment of the management fees to Holdings to the extent permitted
      under Section
      8.09
      hereof,
      and (iii) in the ordinary course of and pursuant to the reasonable requirements
      of such Person's business and upon fair and reasonable terms no less favorable
      to such Person than could be obtained in a comparable arm's-length transaction
      with an unaffiliated Person.

    


    8.20 Changes
      to Organization Documents; Fiscal Year; Etc.

    


    (a) Amend,
      modify or change is charter or bylaws (or equivalent organization documents)
      in
      a manner that could reasonably be expected to materially adversely affect the
      interests of the Collateral Agent and the Lenders, (b) change its fiscal year
      from that in effect on the Amendment Effective Date or (c) change its state
      of
      formation or organization form.


     

    ARTICLE
      IX.

    EVENTS
      OF DEFAULT AND REMEDIES

    9.01 Events
      of Default.

    


    Any
      of
      the following shall constitute an Event of Default (an "Event
      of Default"):

    


    (a) Non-Payment.
      The
      Borrower or any other Loan
      Party
      fails to
      pay (i) when and as required to be paid herein, any amount of Principal of
      any Notes, or (ii) within five (5) days after the same becomes due, any
      interest on any Notes, any fee due hereunder or any other amount payable
      hereunder or under any other Loan Document; or

    


    (b) Specific
      Covenants.
      The
      Borrower or any other Loan
      Party
      fails to
      perform or observe any term, covenant or agreement contained in Sections
      7.05,
      7.22
      or
      Article VIII
      when and
      as required to be performed or observed or and such failure continues after
      written notice thereof has been given to the Borrower by the Lenders or after
      the Borrower becomes aware, or any Responsible Officer of the Borrower becomes
      aware, thereof; or

    


    (c) Other
      Defaults.
      The
      Borrower or any other Loan
      Party
      fails to
      perform or observe any other covenant or agreement (not specified in
      subsection (a) or subsection (b) above) contained in any Loan Document
      on its part to be performed or observed and such failure continues for
      thirty (30) days after written notice thereof has been given to the
      Borrower by the Lenders or after the Borrower becomes aware, or any Responsible
      Officer of the Borrower becomes aware, thereof; or

    


    (d) Representations
      and Warranties.
      Any
      representation, warranty, certification or statement of fact made or deemed
      made
      by or on behalf of the Borrower or any other Loan
      Party
      herein,
      in any other Loan Document, or in any document delivered in connection herewith
      or therewith shall be materially incorrect or materially misleading when made
      or
      deemed made; or


    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

    


    (e) Cross-Default;
      Cross-Acceleration to Senior Transaction Documents.

    


    (i) The
      Borrower or any other Loan Party (A) fails after all applicable grace
      periods to make any payment when due (whether by scheduled maturity, required
      prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness
      (other than Indebtedness under the Senior Transaction Documents) having an
      aggregate principal amount (including undrawn committed or available amounts
      and
      including amounts owing to all creditors under any combined or syndicated credit
      arrangement) of more than the Threshold Amount, or (B) fails to observe or
      perform any other agreement or condition relating to any such Indebtedness
      (other than Senior Indebtedness under the Senior Transaction Documents) or
      contained in any instrument or agreement evidencing, securing or relating
      thereto, or any other event occurs, the effect of which default or other event
      is to cause, or to permit the holder or holders of such Indebtedness (or a
      trustee or agent on behalf of such holder or holders or beneficiary or
      beneficiaries) to cause, with the giving of notice if required, such
      Indebtedness to be demanded or to become due or to be repurchased, prepaid,
      defeased or redeemed (automatically or otherwise), or an offer to repurchase,
      prepay, defease or redeem such Indebtedness to be made, prior to its stated
      maturity, or such guarantee to become payable or cash collateral in respect
      thereof to be demanded; or

    


    (ii) The
      Borrower or any other Loan Party shall default in the payment when due, or
      in
      the performance or observance, of any material obligation or material condition
      of any Contractual Obligation (other than the Senior Transaction Documents)
      the
      result of which could reasonably be expected to have a Material Adverse Effect,
      unless, but only as long as, the existence of any such default is being
      contested by the Borrower or any such Loan Party in good faith by appropriate
      proceedings and adequate reserves in respect thereof have been established
      on
      the books of such Borrower or any such Loan Party to the extent required by
      GAAP; or

    


    (iii) (A)
      The
      Borrower or any other Loan Party shall fail after all applicable grace periods
      to pay any of the Borrower's obligations under the Senior Credit Agreement
      as
      and when the same shall become due and payable, whether by reason of demand,
      maturity, acceleration or otherwise, or (B) any other event of default or other
      default under the Senior Credit Agreement occurs and, in each case as a
      consequence thereof, any or all of the Senior Indebtedness has become, or has
      been declared, due and payable before its stated maturity by acceleration or
      otherwise; or

    


    (f) Insolvency
      Proceedings, Etc.
      Any Loan
      Party institutes or consents to the institution of any proceeding under any
      Debtor Relief Law, or makes an assignment for the benefit of creditors; or
      applies for or consents to the appointment of any receiver, trustee, custodian,
      conservator, liquidator, rehabilitator or similar officer for it or for all
      or
      any material part of its property; or any receiver, trustee, custodian,
      conservator, liquidator, rehabilitator or similar officer is appointed without
      the application or consent of such Person and the appointment continues
      undischarged or unstayed for sixty (60) calendar days; or any proceeding under
      any Debtor Relief Law relating to any such Person or to all or any material
      part
      of its property is instituted without the consent of such Person and continues
      undismissed or unstayed for sixty (60) calendar days, or an order for relief
      is
      entered in any such proceeding; or


    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

    


    (g) Inability
      to Pay Debts; Attachment.
      (i) Any Loan Party becomes unable or admits in writing its inability or
      fails generally to pay its debts as they become due, or (ii) any writ or
      warrant of attachment or execution or similar process is issued or levied
      against all or any material part of the property of any such Person and is
      not
      released, vacated or fully bonded within thirty (30) days after its issue or
      levy; or

    


    (h) Judgments.
      There
      is entered against any Loan Party (i) a final judgment or order for the
      payment of money in an aggregate amount exceeding the Threshold Amount (to
      the
      extent not paid or covered by indemnification or independent third-party
      insurance as to which the insurer does not dispute coverage), or (ii) any
      one or more non-monetary final judgments that have, or could reasonably be
      expected to have, individually or in the aggregate, a Material Adverse Effect
      and, in either case, (A) enforcement proceedings are commenced by any
      creditor upon such judgment or order, or (B) there is a period of fifteen
      (15) consecutive days during which a stay of enforcement of such judgment,
      by
      reason of a pending appeal or otherwise, is not in effect; or

    


    (i) Invalidity
      of Loan Documents.
      Any
      Loan Document, at any time after its execution and delivery and for any reason
      other than as expressly permitted hereunder or satisfaction in full of all
      the
      Subdebt Obligations, ceases to be in full force and effect; or any Loan
      Party
      or any
      other Person contests in any manner the validity or enforceability of any Loan
      Document; or any Loan
      Party
      denies
      that it has any or further liability or obligation under any Loan Document,
      or
      purports to revoke, terminate or rescind any Loan Document; or 

    


    (j) ERISA.
      An
      ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which
      has resulted or could reasonably be expected to result in liability of the
      Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or
      the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii)
      the
      Borrower or any ERISA Affiliate fails to pay when due, after the expiration
      of
      any applicable grace period, any installment payment with respect to its
      withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan
      in
      an aggregate amount in excess of the Threshold Amount.

    


    9.02 Remedies
      Upon Event of Default.

    


    If
      any
      Event of Default occurs and is continuing, then (A) if such event is an
      Event of Default specified in Section 9.01(f)
      or
Section 9.01(g),
      all of
      the Notes shall automatically become immediately due and payable, together
      with
      interest accrued and premium, if any, thereon, without presentment, demand,
      protest or notice of any kind, all of which are hereby waived by the Borrower
      and each other Loan Party, (B) if such event is an Event of Default
      specified in Section 9.01(a),
      any
      Lender may, at its option, declare by notice in writing to the Borrower all
      of
      its Notes to be, and all of its Notes shall thereupon be and become, immediately
      due and payable, together with interest accrued thereon without presentment,
      demand, protest or other notice of any kind, all of which are hereby waived
      by
      the Borrower and each other Loan Party, and (C) if such event is any other
      Event
      of Default, Lenders holding an aggregate Principal amount of greater than fifty
      percent (50%) or more of outstanding Notes may, at their option, declare by
      notice in writing to the Borrower all of its Notes to be, and all of its Notes
      shall thereupon be and become, immediately due and payable, together with
      interest accrued thereon without presentment, demand, protest or other notice
      of
      any kind, all of which are hereby waived by the Borrower and each other Loan
      Party. The Principal amount of the Notes payable upon an Event of Default and
      acceleration pursuant to this Section 9.02
      shall be
      an amount equal to the outstanding Principal amount of the Notes.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

    

      9.03 Other
        Remedies.

      


      Subject
        to the provisions of the Intercreditor Agreement (a) if any Event of Default
        under Section 9.01(a),
        (f)
        or
(g)
        shall
        occur and be continuing, any Lender, and (b) if any other Event of Default
        shall
        occur and be continuing, the Required Lenders, may proceed to protect and
        enforce its rights under this Agreement and the Notes by exercising such
        remedies as are available under applicable law, either by suit in equity
        or by
        action at law, or both, whether for specific performance of any covenant
        or
        other agreement contained in this Agreement or in aid of the exercise of
        any
        power granted in this Agreement. No remedy conferred in this Agreement upon
        any
        Lender is intended to be exclusive of any other remedy, and each and every
        such
        remedy shall be cumulative and in addition to every other remedy conferred
        herein or now or hereafter existing at law or in equity or by statute or
        otherwise.

      


      9.04 Rescission
        of Acceleration.

      


      The
        provisions of Section 9.02
        are
        subject to the condition that if the Principal of and accrued interest on
        the
        Notes have been declared immediately due and payable by reason of the occurrence
        of any Event of Default described in Section 9.01(e)(ii),
        the
        Required Lenders may, by written instrument filed with the Borrower, rescind
        and
        annul such declaration and the consequences thereof, provided that at the
        time
        such declaration is annulled and rescinded:

      


      (a) no
        judgment or decree has been entered for the payment of any monies due pursuant
        to the Notes or this Agreement;

       

      (b) all
        arrears of interest and Principal upon all the Notes and all other sums payable
        under the Notes and under this Agreement shall have been duly paid, unless
        the
        same specifically has been waived in writing by the Required Lenders;
        and

       

      (c) each
        and
        every other Event of Default shall have been made good, cured or
        waived;

       

      and
        provided
        further
        that no
        such rescission and annulment shall extend to or affect any subsequent Event
        of
        Default or impair any right consequent thereto.

       

      ARTICLE
        X.

      MISCELLANEOUS

      


      As
        further and special provisions set forth under this Agreement, the parties
        hereto further warrant, covenant, contract and agree each with the other
        as
        follows:

      


      10.01 Entire
        Agreement.

      


      This
        Agreement,
        the
        Loan Documents and other documents referred to herein and therein constitute
        the
        entire understanding among the parties as to the subject matter specifically
        referred to herein or therein.


      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

      


      10.02 Reimbursement
        of Expenses.

      


      The
        Borrower agrees (a) to pay upon demand all reasonable out-of-pocket costs
        and expenses of the Collateral Agent and the Lenders (including, without
        limitation, the reasonable fees and expenses of counsel to the Collateral
        Agent
        and the Lenders) in connection with (i) the Lenders' due diligence
        investigation in connection with, and the preparation, negotiation, execution,
        delivery of, this Agreement and the other Loan Documents, and any amendment,
        modification or waiver hereof or thereof or consent with respect hereto or
        thereto and (ii) the administration, monitoring and review of the Notes
        (including, without limitation, out-of-pocket expenses for travel, meals,
        long-distance telephone calls, wire transfers, facsimile transmissions and
        copying), (b) to pay upon demand all reasonable out-of-pocket costs and
        expenses of the Lenders (including, without limitation, reasonable attorneys'
        fees and expenses) in connection with (x) any refinancing or restructuring
        of the Notes, whether in the nature of a "work-out," in any insolvency or
        bankruptcy proceeding or otherwise and whether or not consummated, and
        (y) the enforcement, attempted enforcement or preservation of any rights or
        remedies under this Agreement or any of the other Loan Documents, whether
        in any
        action, suit or proceeding (including any bankruptcy or insolvency proceeding)
        or otherwise, (c) to pay upon demand all reasonable out-of-pocket costs and
        expenses of the Collateral Agent and the Lenders and their assignees (including,
        without limitations, Attorney Costs) in connection with the assignment,
        transfers or syndication of the Notes and
        (d) to pay and hold the Collateral Agent and the Lenders harmless from and
        against all liability for any intangibles, documentary, stamp or other similar
        taxes, fees and excises, if any, including any interest and penalties, and
        any
        finder's or brokerage fees, commissions and expenses (other than any fees,
        commissions or expenses of finders or brokers engaged by the Lenders), that
        may
        be payable in connection with the Notes contemplated by this Agreement and
        the
        other Loan Documents.

      


      10.03 Survival
        of Agreements and Representations and Warranties.

      


      All
        agreements, representations and warranties contained herein or made in writing
        by the Loan Parties (x) shall be considered to have been relied upon by the
        Lenders, (y) shall survive the execution and delivery of this Agreement,
        the
        Notes and payment therefor or termination of this Agreement and may be relied
        upon by any subsequent Lenders, regardless of any investigation made at any
        time
        by or on behalf of the Lenders and (z) shall continue in full force and effect
        until the repayment in full of the Notes and all other Subdebt Obligations
        (it
        being understood and agreed that indemnification obligations shall specifically
        survive the repayment of the Notes and Subdebt Obligations).

      


      10.04 No
        Waiver.

      


      No
        delay
        by or on behalf of the Lenders in exercising any rights conferred hereunder,
        and
        no course of dealing between the Lenders and the Borrower shall operate as
        a
        waiver of any right granted hereunder, unless expressly waived in writing
        by the
        party whose waiver is alleged.

      


      10.05 Binding
        Effect; Participations.

      


      All
        covenants, representations, warranties and other stipulations in this Agreement
        and other documents referred to herein, given by or on behalf of any of the
        parties hereto, shall bind and inure to the benefit of the respective
        successors, heirs, personal representatives and assigns of the parties hereto,
        except that each of the Borrower (after giving effect to the Merger) and
        the
        other Loan Parties may not assign or transfer any of its respective rights
        or
        obligations under this Agreement or any of the other Loan Documents without
        the
        prior written consent of the Lenders. 

      


      10.06 Initial
        Holder.

      


      The
        Borrower shall be entitled to treat and deal with the Lenders, and shall
        not be
        required to recognize any other Person as the holder of the Note, except
        after
        production of such Note duly endorsed for transfer, together with such
        documentation as the Borrower may reasonably require concerning compliance
        with
        federal or state securities laws, or after receipt by the Borrower of written
        notice from the Person theretofore entitled to be treated as the holder advising
        the Borrower of the transfer of such Note to such other Person and stating
        the
        latter's address, together with such documentation as the Borrower may
        reasonably require concerning compliance with federal or state securities
        laws.


      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

      


      10.07 Cumulative
        Powers.

      


      No
        remedy
        herein conferred upon the Lenders or any holder of the Note is intended to
        be
        exclusive of any other remedy, and each such remedy shall be cumulative and
        in
        addition to every other remedy given hereunder or now or hereafter existing
        at
        law, or in equity or by statute or otherwise.

      


      10.08 Loss
        of Securities; Reissue of Securities in Lesser
        Denominations.

      


      Upon:

      


      (a) receipt
        of evidence satisfactory to the Borrower of loss, theft, mutilation or
        destruction of the Note, and

      


      (b) in
        the
        case of any such loss, theft or destruction, upon delivery of indemnity in
        such
        form and amount as shall be reasonably satisfactory to the Borrower, or in
        the
        event of such mutilation, upon surrender and cancellation of such
        Note,

      


      the
        Borrower will make and deliver a new Note of like tenor, in lieu of such
        lost,
        stolen, mutilated or destroyed Note. In addition, upon request of any holder
        of
        a Note, or other securities of the Borrower now or hereafter issued by the
        Borrower to the Lenders, and upon surrender of such Note, or other securities
        to
        the Borrower and compliance with any restrictive legends, the Borrower will
        reissue, in lesser denominations to parties designated by such holder, new
        certificates or other securities in the equivalent amounts of such other
        securities surrendered.

      


      10.09 Communications.

      


      All
        communications and notices provided for hereunder shall be sent by personal
        delivery, nationally recognized overnight courier, facsimile or registered
        or
        certified mail, to the Lenders and the Borrower at their addresses set forth
        on
Schedule 10.09,
        respectively, or to such other address with respect to any party as such
        party
        shall notify the other parties hereto in writing. Any notice required to
        be
        given hereunder by one party to another shall be deemed to have been received
        (i) when delivered, if personally delivered or sent via facsimile, or
        (ii) one day following delivery to a nationally recognized overnight
        courier or (iii) on the third business day following the date on which the
        piece of mail containing such communication is posted, if sent by certified
        or
        registered mail. Except as otherwise provided for herein, all requests for
        disclosure or other provision of information to be made or otherwise given
        by
        the Borrower shall be completed no later than ten (10) days following the
        receipt by the Borrower of a written request therefor in the manner described
        in
        this Section 10.09.

      


      10.10 Form,
        Registration, Transfer and Exchange of Notes; Lost Notes.

      


      (a) The
        provisions of this Agreement shall be binding upon and inure to the benefit
        of
        the parties hereto and their respective successors and assigns permitted
        hereby,
        except that the Borrower may not assign or otherwise transfer any of its
        rights
        or obligations hereunder (other than pursuant to the Merger) without the
        prior
        written consent of each Lender, and no Lender may assign or otherwise transfer
        any of its rights or obligations hereunder except (i) to an Eligible Transferee
        in accordance with the provisions of subsection (b) of this Section, (ii)
        by way
        of participation in accordance with the provisions of subsection (d) of this
        Section, or (iii) by way of pledge or assignment of a security interest subject
        to the restrictions of subsection (f) of this Section (and any other attempted
        assignment or transfer by any party hereto shall be null and void). Nothing
        in
        this Agreement, expressed or implied, shall be construed to confer upon any
        person (other than the parties hereto, their respective successors and assigns
        permitted hereby and, to the extent expressly contemplated hereby, the
        Indemnitees) any legal or equitable right, remedy or claim under or by reason
        of
        this Agreement.


      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      

      


      (b) Any
        Lender may assign to one or more Eligible Transferees all or a portion of
        its
        rights and obligations under this Agreement (including all or a portion of
        its
        Notes at the time owing to it); provided
        that:

      


      (i)
         except
        in
        the case of an assignment of the entire remaining amount of the assigning
        Lender's Notes at the time owing to it, or in the case of an assignment to
        a
        Lender or an Affiliate of a Lender or an Approved Fund as defined in subsection
        (h) of this Section with respect to a Lender, shall not be less than $1,000,000
        unless each of the Collateral Agent otherwise consents (each such consent
        not to
        be unreasonably withheld or delayed);

      


      (ii) each
        partial assignment shall be made as an assignment of a proportionate part
        of all
        the assigning Lender's rights and obligations under this Agreement with respect
        to its Notes assigned; 

      


      (iii) the
        parties to each assignment shall execute and deliver to the
        Collateral Agent
        an
        assignment and assumption (an "Assignment
        and Assumption")
        in
        form and substance acceptable to the Collateral Agent; and

      


      (iv) each
        Lender seeking to make an assignment hereunder shall use commercially reasonable
        efforts to make such an assignment to an assignee that is either not subject
        to
        or entitled to a complete exemption from United States withholding tax with
        respect to payments to be made under this Investment Agreement and under
        any
        Note.

      


      Subject
        to acceptance and recording thereof by the Collateral Agent
        pursuant to subsection (c) of this Section, from and after the effective
        date
        specified in each Assignment and Assumption, the assignee thereunder shall
        be a
        party hereto and, to the extent of the interest assigned by such Assignment
        and
        Assumption, have the rights and obligations of a Lender under this Agreement,
        and the assigning Lender thereunder shall, to the extent of the interest
        assigned by such Assignment and Assumption, be released from its obligations
        under this Agreement (and, in the case of an Assignment and Assumption covering
        all of the assigning Lender's rights and obligations under this Agreement,
        such
        Lender shall cease to be a party hereto but shall continue to be entitled
        to the
        benefits of this Agreement with respect to Borrower's obligations surviving
        termination of this Agreement). Upon request, Collateral Agent
        shall prepare and the Borrower shall execute and deliver a Note ("Replacement
        Note")
        to the
        assignee Lender. Any assignment or transfer by a Lender of rights or obligations
        under this Agreement that does not comply with this subsection shall be treated
        for purposes of this Agreement as a sale by such Lender of a participation
        in
        such rights and obligations in accordance with subsection (d) of this
        Section.

      


      (c) The
        Collateral Agent,
        acting solely for this purpose as an agent of the Borrower, shall maintain
        at
        the Collateral Agent's
        office a copy of each Assignment and Assumption delivered to it and a register
        for the recordation of the names and addresses of the Lenders, and principal
        amount of each Lender's Notes owing to, each Lender pursuant to the terms
        hereof
        from time to time (the "Register").
        The
        entries in the Register shall be conclusive, and the Borrower, the Collateral
        Agent and the Lenders may treat each Person whose name is recorded in the
        Register pursuant to the terms hereof as a Lender hereunder for all purposes
        of
        this Agreement, notwithstanding notice to the contrary. The Register shall
        be
        available for inspection by the Borrower and any Lender, at any reasonable
        time
        and from time to time upon reasonable prior notice.


      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      

      


      (d) Any
        Lender may, without the consent of, but with prior notice to the
        Collateral Agent,
        sell participations to one or more entities (a "Participant")
        in all
        or a portion of such Lender's rights and/or obligations under this Agreement
        (including all or a portion of its Notes owing to it); provided
        that
        (i) such Lender's obligations under this Agreement shall remain unchanged,
        (ii) such Lender shall remain solely responsible to the other parties
        hereto for the performance of such obligations, (iii) the Borrower, the
        Collateral Agent
        and
        the other Lenders shall continue to deal solely and directly with such Lender
        in
        connection with such Lender's rights and obligations under this Agreement,
        and
        (iv) except to the extent consented to by Collateral Agent
        in
        its sole discretion with respect to each participation, any agreement or
        instrument pursuant to which a Lender sells such a participation shall provide
        that such Lender shall retain the sole right to enforce this Agreement and
        to
        approve any amendment, modification or waiver of any provision of this
        Agreement.

      


      (e) A
        Participant shall not be entitled to receive any greater payment than the
        applicable Lender would have been entitled to receive with respect to the
        participation sold to such Participant.

      


      (f) Any
        Lender may at any time pledge or assign a security interest in all or any
        portion of its rights under this Agreement (including under its Note, if
        any) to
        secure obligations of such Lender, including any pledge or assignment to
        secure
        obligations to a Federal Reserve Bank; provided
        that no
        such pledge or assignment shall release a Lender from any of its obligations
        hereunder or substitute any such pledgee or assignee for such Lender as a
        party
        hereto.

      


      (g) Any
        Lender may make an assignment to any Person as provided for herein provided
        that
        (i) such Assignment is made in compliance with the Securities Act and any
        applicable state securities laws, (ii) such Lender has provided the Borrower
        with such information as to such Transferee's compliance with applicable
        securities laws as reasonably may be requested by the Borrower. The Borrower
        shall cooperate in connection with any such Transfer including providing
        such
        information to any Lender or such Lender's proposed Transferee as, in the
        reasonable opinion of counsel to the transferor, may be necessary to satisfy
        the
        requirements of Rule 144A of the Securities Act in connection with any Transfer
        to a "Qualified Institutional Buyer" under such rule. Upon any Transfer,
        the
        Transferee shall, to the extent of such Transfer, be entitled to exercise
        the
        rights of the Lender making such Transfer and shall thereunder be deemed
        a
        "Lender" under this Agreement.

      


      (h) Upon
        original issuance, and until such time as the same is no longer required
        under
        the applicable requirements of the Securities Act, each Note (and all securities
        issued in exchange therefor or substitution thereof) shall bear the following
        legend:

      


      "THIS
        NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE REGISTRATION REQUIREMENTS OF
        THE
        SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED PURSUANT TO
        ANY
        APPLICABLE STATE SECURITIES LAW. THIS NOTE MAY BE RESOLD ONLY IF REGISTERED
        PURSUANT TO THE PROVISIONS OF THE ACT AND QUALIFIED PURSUANT TO APPLICABLE
        STATE
        SECURITIES LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION
        IS
        AVAILABLE, EXCEPT UNDER CIRCUMSTANCES WHERE NEITHER SUCH REGISTRATION,
        QUALIFICATION NOR EXEMPTION IS REQUIRED BY LAW.


      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      

      


      THIS
        INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE
        IN
        THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND
        INTERCREDITOR AGREEMENT DATED AS OF AUGUST 2, 2006 (AS AMENDED BY THE FIRST
        AMENDMENT THERETO DATED AUGUST 23, 2007 AND THE SECOND AMENDMENT THERETO
        DATED
        AS OF SEPTEMBER                       
        ,
        2008,
        THE "SUBORDINATION
        AGREEMENT")
        AMONG
        LAMINAR DIRECT CAPITAL, L.L.C. (AS SUCCESSOR TO LAMINAR DIRECT CAPITAL L.P.)
        L.P., PAC-VAN, INC. (THE "COMPANY")
        AND
        LASALLE BANK NATIONAL ASSOCIATION (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS,
        THE
        "SENIOR
        AGENT"),
        TO
        THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE COMPANY PURSUANT TO THAT
        CERTAIN AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF AUGUST 23, 2007
        AMONG
        THE COMPANY, THE SENIOR AGENT AND THE SENIOR LENDERS FROM TIME TO TIME PARTY
        THERETO (THE "LOAN
        AGREEMENT"),
        AND
        THE OTHER LOAN DOCUMENTS (AS DEFINED IN THE LOAN AGREEMENT) AS SUCH LOAN
        AGREEMENT AND OTHER LOAN DOCUMENTS MAY BE AMENDED, RESTATED, SUPPLEMENTED
        OR
        OTHERWISE MODIFIED FROM TIME TO TIME AND TO INDEBTEDNESS REFINANCING THE
        INDEBTEDNESS THEREUNDER AS CONTEMPLATED BY THE SUBORDINATION AGREEMENT; AND
        EACH
        HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO
        BE
        BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

      


      THIS
        NOTE
        IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID")
        FOR
        FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND
        YIELD TO MATURITY OF THE NOTE ARE AVAILABLE UPON REQUEST BY CONTACTING THE
        CHIEF
        FINANCIAL OFFICER OF THE BORROWER 2295 SOUTH HARDING STREET, INDIANAPOLIS,
        INDIANA 46225." 

      


      The
        Borrower shall, from time to time at the request of any Lender, execute and
        deliver to such Lender or to such party or parties as such Lender may designate,
        all further instruments as may in such Lender's reasonable opinion be necessary
        or advisable to give full force and effect to any Transfer and shall provide
        to
        such Lender or to such party or parties as such Lender may designate all
        such
        information as such Lender reasonably may request.

      


      10.11 Confidentiality;
        Public Announcements.

      


      (a) Each
        Lender shall use its best efforts not to make public disclosure of any
        information designated by the Borrower in writing as confidential, including
        financial terms and financial and organizational information contained in
        any
        documents, statements, certificates, materials or information furnished,
        or to
        be furnished, by the Borrower in connection with the Notes contemplated by
        this
        Agreement; provided,
        however,
        that
        the foregoing shall not be construed, now or in the future, to apply to any
        information reflected in any recorded document, information which is
        independently developed by such Lender, information obtained from sources
        other
        than the Borrower or information that is or becomes in the public domain
        other
        than through the fault of such Lender, nor shall it be construed to prevent
        such
        Lender from (i) making any disclosure of any information (A) if
        required to do so by any requirement of Law, (B) to any Governmental
        Authority having or claiming authority to regulate or oversee any aspect
        of the
        Lender's business or that of the Borrower or affiliates of such Lender in
        connection with the exercise of such authority or claimed authority, or
        (C) pursuant to subpoena; or (ii) to the extent such Lender or its
        counsel deems necessary or appropriate to do so to effect or preserve its
        security for any applicable investment or financing or to enforce any remedy
        provided herein or in any applicable investment or financing documents or
        otherwise available by law; or (iii) making, on a confidential basis, such
        disclosures as such Lender deems necessary or appropriate to such Lender's
        legal
        counsel or accountants (including outside auditors); or (iv) making such
        disclosures as such Lender reasonably deems necessary or appropriate to any
        bank
        or financial institution or other entity, and/or counsel to or other
        representatives of such bank or financial institution or other entity, to
        which
        such Lender in good faith desires to sell an interest in any applicable
        investment or financing; provided, however, that such bank, financial
        institution or other entity or counsel to or representative thereof, agrees
        to
        take reasonable steps to maintain the confidentiality of such disclosures;
        or
        (v) making such disclosures to (x) any bank or financial institution and
        (y)
        S&P, Moody's and/or other ratings agency, as such Lender reasonably deems
        necessary or appropriate in connection with such Lender's obtaining financing;
        provided,
        however,
        that
        such bank, financial institution, S&P, Moody's and/or such other ratings
        agency agrees to take reasonable steps to maintain the confidentiality of
        such
        disclosures.


      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      

      


      (b) The
        Required Lenders shall have the right to review and approve, such approval
        not
        to be unreasonably withheld, any public announcement or public filing made
        after
        the Amendment Effective Date relating to the Note, or to the Lenders in any
        way
        before any such announcement or filing is announced or filed, provided, however,
        no review or approval shall be required for any such announcement or filing
        required to be announced or filed by law. In addition, the Lenders shall
        provide
        the Borrower an opportunity to review and approve any public announcement
        issued
        by the Lenders specifically relating to the Note, such approval not to be
        unreasonably withheld or delayed; provided,
        however,
        no
        review or approval shall be required for any such announcement required to
        be
        announced by law; provided further,
        the
        Lenders shall provide the Borrower with an advance copy of any regulatory
        filings or tombstone ads prepared by or on behalf of the Lenders, but shall
        not
        be required to obtain approval by the Borrower.

      


      10.12 Governing
        Law.

      


      This
        Agreement shall be governed in all respects by the laws of the State of New
        York
        without regard to conflicts of laws.

      


      10.13 Headings.

      


      The
        descriptive section headings herein have been inserted for convenience only
        and
        shall not be deemed to limit or otherwise affect the construction of any
        provisions hereof.

      


      10.14 Multiple
        Originals.

      


      This
        Agreement may be executed simultaneously in two or more counterparts, each
        of
        which shall be deemed an original, and it shall not be necessary in making
        proof
        of this Agreement to produce or account for more than one such
        counterpart.

      


      10.15 Amendment
        or Waiver.

      


      This
        Agreement may be amended, and the Borrower may take any action herein
        prohibited, or omit to perform any act herein required to be performed by
        them,
        if the Borrower shall obtain the prior written consent of the Required Lenders
        to such amendment, action or omission to act; provided,
        however,
        that,
        without the prior written consent of all of the Lenders, no such agreement
        shall
        (i) decrease or forgive the Principal amount of, or extend the Maturity
        Date of any Note, or decrease the rate of interest or premium on the Note,
        or
        any fees or other amounts payable hereunder, (ii) effect any waiver,
        amendment or modification that by its terms changes the amount, allocation,
        payment or pro rata sharing of payment on or among the Notes, or any date
        fixed
        by this Agreement or any other Loan Document for any payment of Principal,
        interest or premium, (iii) amend the provisions of this Section 10.15,
        the
        definition of the term "Required Lenders" or of the term "Note", (iv)
        release all or substantially all of the Guarantors from their guaranty
        obligations under the applicable Loan Documents, except in the case of a
        Subsidiary of the Borrower, to the extent such Person ceases to be a Subsidiary
        as a result of a transaction permitted hereunder, (v) release the Borrower
        from its obligations under the Loan Documents, or (vi) release all or
        substantially all of the Collateral, except to the extent such Collateral
        is
        sold or to be sold as part of or in connection with any sale permitted hereunder
        or under any other Loan Document, in which case such release may be made
        by the
        Collateral Agent acting alone as provided in Article
        XI,
        provided
        that the
        mechanics for sharing of the Collateral with the providers of Indebtedness
        that
        is permitted under Section
        8.05
        on a
        pari passu or subordinated basis, including the entering into of an
        intercreditor agreement, may be done by the Collateral Agent acting on behalf
        of
        the Lenders without a vote thereof, and such sharing shall not constitute
        a
        release of Collateral hereunder. Each holder of a Note, at the time or times
        thereafter outstanding, shall be bound by any consent authorized by this
        Section 10.15,
        whether
        or not the Note shall have been marked to indicate such
        consent.


      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      

      


      10.16 Waiver
        of Jury Trial.

      


      THE
        LENDERS AND THE BORROWER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
        WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT TO A TRIAL BY
        JURY
        OF ANY DISPUTE ARISING UNDER, RELATING TO, OR CONNECTED WITH THIS AGREEMENT,
        OR
        ANY OTHER AGREEMENT, INSTRUMENT OR DOCUMENT CONTEMPLATED HEREBY OR DELIVER
        IN
        CONNECTION HEREWITH AND AGREE THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE
        A
        JUDGE SITTING WITHOUT A JURY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
        THE
        PARTIES TO ENTER INTO THIS AGREEMENT.

      


      10.17 Consent
        to Jurisdiction and Service of Process.

      


      ALL
        JUDICIAL PROCEEDINGS BROUGHT AGAINST THE BORROWER
        WITH
        RESPECT TO THIS AGREEMENT, THE NOTE OR ANY OF THE OTHER LOAN DOCUMENTS MAY
        BE
        BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE
        OF
        NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE
BORROWER
        ACCEPTS,
        FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY,
        THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND IRREVOCABLY AGREES
        TO
        BE BOUND BY ANY FINAL JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
        AGREEMENT FROM WHICH NO APPEAL HAS BEEN TAKEN OR IS AVAILABLE. EACH OF THE
        LOAN
        PARTIES IRREVOCABLY AGREES THAT ALL SERVICE OF PROCESS IN ANY SUCH PROCEEDINGS
        IN ANY SUCH COURT MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED
        OR
        CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID,
        TO
        IT AT ITS ADDRESS SET FORTH IN SCHEDULE 10.09
        OR AT
        SUCH OTHER ADDRESS OF WHICH THE LENDERS SHALL HAVE BEEN NOTIFIED PURSUANT
        THERETO, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE BORROWER
        TO BE
        EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. EACH OF THE PARTIES HERETO
        IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION
        TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS WHICH
        IT
        MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING
        IN
        ANY SUCH JURISDICTION. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS
        IN
        ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE LENDERS
        TO
        BRING PROCEEDINGS AGAINST THE BORROWER
        IN THE
        COURT OF ANY OTHER JURISDICTION.


      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

      


      10.18 Indemnification;
        Damage Waiver.

      


      (a) The
        Loan
        Parties, jointly and severally, and without limitation as to time, will defend
        and indemnify the Lenders and their respective officers, directors, managers,
        employees, attorneys and agents (each, an "Indemnified
        Party")
        against, and hold each Indemnified Party harmless from, all losses, claims,
        damages, liabilities, costs (including the costs of preparation and attorneys'
        fees and expenses) (collectively, the "Losses")
        incurred by any Indemnified Party as a result of, or arising out of, or relating
        to (i) any misrepresentation or breach of any representation or warranty
        made by any Loan Party herein, (ii) any breach of any covenant, agreement
        or obligation of any Loan Party contained in any of the Loan Documents or
        (iii) any investigation or proceeding against a Loan Party or any
        Indemnified Party and arising out of or in connection with this Agreement
        or any
        of the Loan Documents, whether or not the transactions contemplated by this
        Agreement are consummated, which investigation or proceeding requires the
        participation of, or is commenced or filed against, any Indemnified Party
        because of this Agreement, any other Transaction Document or such other
        documents and the transactions contemplated hereby or thereby, other than
        any
        Losses resulting from action on the part of such Indemnified Party which
        is
        finally determined in such proceeding to be primarily and directly a result
        of
        such party's gross negligence or willful misconduct. Each Loan Party agrees
        to
        reimburse each Indemnified Party promptly for all such Losses as they are
        incurred by such Indemnified Party in connection with the investigation of,
        preparation for or defense of any pending or threatened claim or any action
        or
        proceeding arising therefrom. The Lenders agrees to reimburse the Borrower
        for
        any payments made by the Borrower to the Lenders pursuant to this paragraph
        for
        Losses which are finally determined in such proceeding to primarily and directly
        result from the gross negligence or willful misconduct of the Lenders. The
        obligations of the Loan Parties under this paragraph will survive any transfer
        of the Notes by the Lenders and the termination of this Agreement. In the
        event
        that the foregoing indemnity is unavailable or insufficient to hold an
        Indemnified Party harmless, then the Loan Parties will contribute to amounts
        paid or payable by such Indemnified Party in respect of such Indemnified
        Party's
        Losses in such proportions as appropriately reflect the relative benefits
        received by and fault of the Borrower and such Indemnified Party in connection
        with the matters as to which such Losses relate and other equitable
        considerations.

      


      (b) If
        any
        action, proceeding or investigation is commenced, as to which any Indemnified
        Party proposes to demand such indemnification, it shall notify the Borrower
        with
        reasonable promptness; provided,
        however,
        that
        any failure by such Indemnified Party to notify the Borrower shall not relieve
        the Loan Parties from their obligations hereunder except to the extent the
        Borrower are prejudiced thereby. The Loan Parties shall be entitled to assume
        the defense of any such action, proceeding or investigation, including the
        employment of counsel and the payment of all fees and expenses. The Indemnified
        Party shall have the right to employ separate counsel in connection with
        any
        such action, proceeding or investigation and to participate in the defense
        thereof, but the fees and expenses of such counsel shall be paid by the
        Indemnified Party, unless (i) the Loan Parties have failed to assume the
        defense and employ counsel as provided herein, (ii) the Loan Parties have
        agreed in writing to pay such fees and expenses of separate counsel or
        (iii) an action, proceeding, or investigation has been commenced against
        both the Indemnified Party and/or a Loan Party and representation of both
        such
        Loan Parties and the Indemnified Party by the same counsel would be
        inappropriate because of actual or potential conflicts of interest between
        the
        parties. In the case of any circumstance described in clauses (i), (ii) or
        (iii) of the immediately preceding sentence, the Loan Parties shall be
        responsible for the reasonable fees and expenses of such separate counsel;
        provided,
        however,
        that
        the Borrower shall not in any event be required to pay the fees and expenses
        of
        more than one separate counsel (and, if deemed necessary by such separate
        counsel, appropriate local counsel who shall report to such separate counsel)
        for all Indemnified Parties. The Loan Parties shall be liable only for
        settlement of any claim against an Indemnified Party made with the Loan Parties'
        written consent.

      


      (c) To
        the
        fullest extent permitted by applicable law, the Borrower shall not assert,
        and
        hereby waives, any claim against any Indemnitee, on any theory of liability,
        for
        special, indirect, consequential or punitive damages (as opposed to direct
        or
        actual damages) arising out of, in connection with, or as a result of, this
        Agreement, any other Loan Document or any agreement or instrument contemplated
        hereby, the transactions contemplated hereby or thereby, or the use of the
        proceeds thereof. No Indemnified Party shall be liable for any damages arising
        from the use by unintended recipients of any information or other materials
        distributed by it through telecommunications, electronic or other information
        transmission systems in connection with this Agreement or the other Loan
        Documents or the transactions contemplated hereby or thereby.


      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

      


      10.19 Regulatory
        Requirements.

      


      In
        the
        event of any reasonable determination by any Lender that, by reason of any
        existing or future federal or state law, statute, rule, regulation, guideline,
        order, court or administrative ruling, request or directive (whether or not
        having the force of law and whether or not failure to comply therewith would
        be
        unlawful) (collectively, a "Regulatory
        Requirement"),
        such
        Lender is effectively restricted or prohibited from holding any of the Notes,
        or
        otherwise realizing upon or receiving the benefits intended under the Notes,
        the
        Borrower shall, and shall cause their Subsidiaries, to take such action as
        such
        Lenders and the Borrower shall jointly agree in good faith to be reasonably
        necessary to permit such Lenders to comply with such Regulatory Requirement.
        The
        reasonable costs of taking such action shall be borne by the
        Borrower.

      


      10.20 USA
        Patriot-Act Notice.

      


      Each
        Lender (for itself and not on behalf of any Lender) hereby notifies each
        of the
Loan
        Parties
        that
        pursuant to the requirements of the USA Patriot Act (Title III of Pub.L.
        107-56 (signed into law October 26, 2001)) (the "Patriot
        Act"),
        it is
        required to obtain, verify and record information that identifies the
Loan
        Parties,
        which
        information includes the name and address of each of the Loan Parties and
        other
        information that will allow such Lender, as applicable, to identify each
        Loan
        Party in accordance with the Act.

       

      ARTICLE
        XI.

      COLLATERAL
        AGENCY PROVISIONS

      


      11.01 Appointment.

      


      Each
        of
        the Lenders hereby irrevocably designates and appoints Laminar as the Collateral
        Agent of such Lender (or the Lenders represented by it) under this Agreement
        and
        the other Loan Documents for the term hereof (and Laminar hereby accepts
        such
        appointment) and each such Lender irrevocably authorizes Laminar to take
        such
        action on its behalf under the provisions of this Agreement and the other
        Loan
        Documents and to exercise such powers and perform such duties as are expressly
        delegated to the Collateral Agent by the terms of this Agreement and the
        other
        Loan Documents, together with such other powers as are reasonably incidental
        thereto. Notwithstanding any provision to the contrary elsewhere in this
        Agreement or the other Loan Documents, the Collateral Agent shall not have
        any
        duties or responsibilities, except those expressly set forth herein and therein,
        and no implied covenants, functions, responsibilities, duties, obligations
        or
        liabilities shall be read into this Agreement or the other Loan Documents
        or
        otherwise exist against the Collateral Agent. Any reference to the Collateral
        Agent in this Agreement or the other Loan Documents shall be deemed to refer
        to
        the Collateral Agent solely in its capacity as Collateral Agent and not in
        its
        capacity, if any, as a Lender.

      


      11.02 Delegation
        of Duties.

      


      The
        Collateral Agent may execute any of its respective duties under this Agreement
        or the other Loan Documents by or through agents or attorneys-in-fact and
        shall
        be entitled to advice of counsel concerning all matters pertaining to such
        duties. The Collateral Agent shall not be responsible for the negligence
        or
        misconduct of any agents or attorneys-in-fact selected by the Collateral
        Agent
        with reasonable care.

       

      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      


      11.03 Exculpatory
        Provisions.

      


      Neither
        the Collateral Agent nor any of its officers, directors, employees, agents,
        attorneys-in-fact, Subsidiaries or Affiliates shall be (i) liable for any
        action lawfully taken or omitted to be taken by it or such Person under or
        in
        connection with this Agreement (except for actions occasioned by its or such
        Person's own gross negligence or willful misconduct), or (ii) responsible
        in any manner to any of the Lenders for any recitals, statements,
        representations or warranties made by the Borrower or any of its Subsidiaries
        or
        any officer thereof contained in this Agreement, the other Loan Documents
        or in
        any certificate, report, statement or other document referred to or provided
        for
        in, or received by the Collateral Agent under or in connection with, this
        Agreement or the other Loan Documents or for the value, validity, effectiveness,
        genuineness, enforceability or sufficiency of this Agreement or any other
        Loan
        Document or for any failure of the Borrower or any of its Subsidiaries to
        perform its obligations hereunder or thereunder. The Collateral Agent shall
        not
        be under any obligation to any Lender to ascertain or to inquire as to the
        observance or performance of any of the agreements contained in, or conditions
        of, this Agreement or of any other Loan Document, or to inspect the properties,
        books or records of the Borrower or any of its Subsidiaries.

       

      11.04 Reliance
        by Collateral Agent.

      


      The
        Collateral Agent shall be entitled to rely, and shall be fully protected
        in
        relying, upon any note, writing, resolution, notice, consent, certificate,
        affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
        statement, order or other document or conversation believed by it to be genuine
        and correct and to have been signed, sent or made by the proper Person or
        Persons and upon advice and statements of legal counsel (including, without
        limitation, counsel to the Borrower), independent accountants and other experts
        selected by the Collateral Agent. The Collateral Agent may deem and treat
        the
        payee of any Note as the owner thereof for all purposes unless the Collateral
        Agent shall have actual notice of any transferee. The Collateral Agent shall
        be
        fully justified in failing or refusing to take any action under this Agreement
        and the other Loan Documents unless it shall first receive such advice or
        concurrence of the Required Lenders (or, when expressly required hereby,
        all the
        Lenders) as it deems appropriate or it shall first be indemnified to its
        satisfaction by the Lenders against any and all liability and expense which
        may
        be incurred by it by reason of taking or continuing to take any such action
        except for its own gross negligence or willful misconduct. The Collateral
        Agent
        shall in all cases be fully protected in acting, or in refraining from acting,
        under this Agreement and the other Loan Documents in accordance with a request
        of the Required Lenders (or, when expressly required hereby, all the Lenders),
        and such request and any action taken or failure to act pursuant thereto
        shall
        be binding upon all the Lenders and all future Lenders.

       

      11.05 Notices
        of Default.

      


      The
        Collateral Agent shall not be deemed to have knowledge or notice of the
        occurrence of any Event of Default hereunder or under any other Loan Document
        unless it has received notice of such Event of Default in accordance with
        the
        terms of hereof or thereof or notice from a Lender or the Borrower referring
        to
        this Agreement or the other Loan Documents, describing such Event of Default
        and
        stating that such notice is a "notice of default." In the event that the
        Collateral Agent receives such a notice, it shall promptly give notice thereof
        to the Lenders. The Collateral Agent shall take such action with respect
        to such
        Event of Default as shall be reasonably directed by the Required Lenders;
        provided
        that
        unless and until the Collateral Agent shall have received such directions,
        the
        Collateral Agent may (but shall not be obligated to) take such action, or
        refrain from taking such action, with respect to such Event of Default as
        it
        shall deem advisable in the best interests of the Lenders, except
        to the
        extent that other provisions of this Agreement or the other Loan Documents
        expressly require that any such action be taken or not be taken only with
        the
        consent and authorization or the request of the Lenders or Required Lenders,
        as
        applicable.

       

      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      

      


      11.06 Non-Reliance
        on the Collateral Agent and Other Lenders.

      


      Each
        of
        the Lenders expressly acknowledges that neither the Collateral Agent nor
        any of
        its respective officers, directors, employees, agents, attorneys-in-fact,
        Subsidiaries or Affiliates has made any representations or warranties to
        it and
        that no act by the Collateral Agent hereinafter taken, including any review
        of
        the affairs of the Borrower or any of its Subsidiaries, shall be deemed to
        constitute any representation or warranty by the Collateral Agent to any
        Lender.
        Each of the Lenders, represents that it has made and will continue to make,
        independently and without reliance upon the Collateral Agent or any other
        Lender, and based on such documents and information as it shall deem appropriate
        at the time, its own credit analysis, appraisals and decisions in taking
        or not
        taking action under this Agreement and the other Loan Documents, and to make
        such investigation as it deems necessary to inform itself as to the business,
        operations, property, financial and other condition and creditworthiness
        of the
        Borrower and its Subsidiaries. Except for notices, reports and other documents
        expressly required to be furnished to the Lenders by the Collateral Agent
        hereunder or under the other Loan Documents, the Collateral Agent shall not
        have
        any duty or responsibility to provide any Lender with any credit or other
        information concerning the business, operations, property, financial and
        other
        condition or creditworthiness of the Borrower or any of its Subsidiaries
        which
        may come into the possession of the Collateral Agent or any of its respective
        officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or
        Affiliates.

       

      11.07 Indemnification.

      


      Each
        of
        the Lenders hereby agrees to indemnify the Collateral Agent in its capacity
        as
        such (to the extent not reimbursed by the Borrower and without limiting the
        obligation of the Borrower to do so), ratably according to the respective
        amounts of their Notes, from and against any and all liabilities, obligations,
        losses, damages, penalties, actions, judgments, suits, costs, expenses or
        disbursements of any kind whatsoever which may at any time (including, without
        limitation, at any time following the payment of the Notes) be imposed on,
        incurred by or asserted against the Collateral Agent in any way relating
        to or
        arising out of this Agreement, the other Loan Documents, or any documents
        contemplated by or referred to herein or therein or the transactions
        contemplated hereby or thereby or any action taken or omitted by the Collateral
        Agent under or in connection with any of the foregoing; provided
        that no
        Lender shall be liable for the payment of any portion of such liabilities,
        obligations, losses, damages, penalties, actions, judgments, suits, costs,
        expenses or disbursements to the extent they result from the Collateral Agent's
        gross negligence or willful misconduct. The agreements in this Section
        11.07
        shall
        survive the payment of the Notes and all other amounts payable hereunder
        and the
        termination of this Agreement and the other Loan Documents.

       

      11.08 The
        Collateral Agent in Its Individual Capacity.

      


      The
        Collateral Agent and its respective Subsidiaries and Affiliates may make
        loans
        to, accept deposits from and generally engage in any kind of business with
        the
        Borrower as though the Collateral Agent were not an Collateral Agent hereunder.
        With respect to any Note issued to it, the Collateral Agent shall have the
        same
        rights and powers under this Agreement and the other Loan Documents as any
        Lender and may exercise the same as though it were not an Collateral Agent,
        and
        the term "Lenders" shall include the Collateral Agent in its individual
        capacity.


      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      

      


      11.09 Resignation
        of the Collateral Agent; Successor Collateral Agent.

      


      The
        Collateral Agent may resign as Collateral Agent at any time by giving
        thirty (30) days advance notice thereof to the Lenders and the Borrower
        and, thereafter, the retiring Collateral Agent shall be discharged from its
        duties and obligations hereunder. Upon any such resignation, the Required
        Lenders shall have the right, subject to the approval of the Borrower (so
        long
        as no Event of Default has occurred and is continuing; such approval not
        to be
        unreasonably withheld), to appoint a successor Collateral Agent. If no successor
        Collateral Agent shall have been so appointed by the Required Lenders, been
        approved (so long as no Event of Default has occurred and is continuing)
        by the
        Borrower or have accepted such appointment within thirty (30) days after
        the Collateral Agent's giving of notice of resignation, then the Collateral
        Agent may, on behalf of the Lenders, appoint a successor Collateral Agent
        reasonably acceptable to the Borrower (so long as no Default or Event of
        Default
        has occurred and is continuing). Upon the acceptance of any appointment as
        Collateral Agent hereunder by a successor Collateral Agent, such successor
        Collateral Agent shall thereupon succeed to and become vested with all rights,
        powers, privileges and duties of the retiring Collateral Agent. After any
        retiring Collateral Agent's resignation hereunder as Collateral Agent, the
        provisions of this Section
        11.09
        shall
        continue in effect for its benefit in respect of any actions taken or omitted
        to
        be taken by it while it was acting as Collateral Agent. If no successor has
        accepted appointment as Collateral Agent by the date which is thirty (30)
        days following a retiring Collateral Agent's notice of resignation, the retiring
        Collateral Agent's resignation shall nevertheless thereupon become effective
        and
        the Required Lenders shall perform all of the duties of the Collateral Agent
        hereunder until such time, if any, as the Required Lenders appoint a successor
        agent as provided for above.

      


      11.10 Reimbursement
        by Lenders.

      


      To
        the
        extent that the Borrower for any reason fails to indefeasibly pay any amount
        required under Section 10.02
        or
Section 10.18
        to be
        paid by it to the Collateral Agent (or any sub-agent thereof), or any Related
        Party of any of the foregoing, each Lender severally agrees to pay to the
        Collateral Agent (or any such sub-agent) or such Related Party, as the case
        may
        be, such Lender's applicable percentage thereof (determined as of the time
        that
        the applicable unreimbursed expense or indemnity payment is sought) of such
        unpaid amount, provided
        that the
        unreimbursed expense or indemnified loss, claim, damage, liability or related
        expense, as the case may be, was incurred by or asserted against the Collateral
        Agent (or any such sub-agent) in its capacity as such, or against any Related
        Party of any of the foregoing acting for the Collateral Agent (or any such
        sub-agent) in connection with such capacity. For the purposes of this Section
        11.10, the "applicable percentage" of a Lender shall be the percentage of
        the
        total aggregate principal amount of the Notes represented by the Notes held
        by
        such Lender at such time.

      


      11.11 Reaffirmation
        of Subdebt Obligations by Loan Parties; Assumption of MOAC obligations by
        GFNA.

      


      (a) Each
        Loan
        Party hereby ratifies this Agreement and the other Loan Documents to which
        it is
        a party, and acknowledges and reaffirms (i) that it is bound by all terms
        of
        this Agreement and (ii) that it is responsible for the observance and full
        performance of the Subdebt Obligations. Without limiting the generality of
        the
        proceeding sentence, GFNA confirms
        that it jointly and severally guarantees the
        prompt payment when due of the applicable Subdebt Obligations in accordance
        with, and pursuant to the terms of, the Subdebt Parent
        Guaranty.


      
        
          
          

        

        
          68

          
            

          

        

        
          
          

        

      

      


      (b) GFNA
        hereby agrees that after giving effect to the Parent Merger on the Amendment
        Effective Date, it has unconditionally assumed, and agrees that it will perform
        and observe on and after such date, all SubDebt Obligations, covenants and
        agreements to be performed by MOAC under the Loan Documents, and that as
        of and
        after the Amendment Effective Date it is and will be bound in all respects
        by
        all of the terms and conditions of, this Agreement, the Notes and each other
        Loan Document to which MOAC was or is a party, as if the GFNA were an original
        party thereto and regardless of whether such documents were enforceable
        obligations of MOAC, without further action required on the part of either
        party. In addition, as of the Effective Time, GFNA has assumed all liabilities
        of MOAC arising out of all representations, documents, instruments and
        certificates made or delivered by MOAC under or in connection with each Loan
        Document (including, without limitation, the punctual payment when due of
        the
        principal, interest and fees owing thereunder from time to time) to which
        MOAC
        is a party. Further, GFNA hereby confirms and agrees that as of the Amendment
        Effective Date the Loan Documents to which it is a party are, and shall continue
        after the Amendment Effective Date to be, in full force and effect in accordance
        with their respective terms and are hereby ratified and confirmed by GFNA
        in all
        respects, and the Subdebt Collateral Documents to which GFNA is a party and
        all
        of the Collateral described therein do secure the payment of the Subdebt
        Obligations purported to be secured thereby in accordance with their respective
        terms.

       

      [remainder
        of page intentionally left blank]


      
        
          
          

        

        
          69

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the
        parties hereto have caused this Agreement to be duly executed as of the date
        first above written.

      


      
        	 	
                BORROWER:

              
	 	 
	 	
                PAC-VAN,
                  INC. 

              
	 	 
	 	
                By:/s/
                  Theodore M.
                  Mourouzis                                              

              
	 	
                Name:
                  Theodore M. Mourouzis

              
	 	
                Title:
                  President

              
	 	 
	 	
                PARENT:

              
	 	 
	 	
                GFN
                  NORTH AMERICA CORP. 

              
	 	 
	 	
                By:/s/
                  John O.
                  Johnson                                                          

              
	 	
                Name:
                  John O.
                  Johnson                                                          

              
	 	
                Title:  
                  Chief Operating
                  Officer                                                 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	
                COLLATERAL
                  AGENT:

              	
                LAMINAR
                  DIRECT CAPITAL, L.L.C.

              
	 	
                as
                  Collateral Agent

              
	 	 
	 	
                By:
                  /s/
                  Robert T.
                  Ladd                                                            

              
	 	
                Name: 
                  Robert T. Ladd

              
	 	
                Title:   
                  Authorized Signatory

              
	 	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	
                LENDERS:

              	
                SPV
                  CAPITAL FUNDING, L.L.C.

              
	 	 
	 	
                By: /s/
                  Robert .
                  Ladd                     
                   

              
	 	
                Name:  Robert .
                  Ladd                     
                  

              
	 	
                Title: Authorized
                  Secretary            

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      SCHEDULE 3.01

      


      ISSUE
        PRICE OF NOTES AND WARRANTS

    

    

      
        	
                Name
                  of Purchaser

              	 	
                Name in which to
                  

                Register Notes

              	 	
                Principal Amount
                  

                of Notes
                  

              	 	
                Issue Price for
                  

                Notes

              	 	
                Issue Price for
Warrants

              	 	
                Total Notes and
Warrants Purchase
Price

              	 	
                Payment
                  

                Wire Instructions

              	 
	
                SPV
                  Capital Funding, L.L.C.1

              	 	 	
                Same

              	 	
                $

              	
                25,000,000.00

              	 	
                $

              	
                24,062,500.00

              	 	
                $

              	
                937,500.00

              	 	
                $

              	
                25,000,000.00

              	 	 	
                VIA
                  WIRE TRANSFER TO:

                 

                
                

                HSBC
                  Bank USA

                ABA
                  #: 021001088

                Credit:
                  Laminar Direct
Capital L.P.

                Acct
                  # : 639722598

                Reference:
                  Pac-Van, Inc.

              	 


      

      

        
          
            

          

        

        1
          Notes originally issued to Laminar Direct Capital, L.P. Subsequently assigned
          to
          SPV Capital Funding, L.L.C.

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      SCHEDULE
        10.09

      


      ADDRESSES
        OF THE LOAN PARTIES AND LENDERS

      


      ADDRESS
        OF THE BORROWER AND OTHER LOAN PARTIES:

      


      Borrower:

      


      Pac-Van,
        Inc.

      2295
        South Harding Street

      Indianapolis,
        Indiana

      Attention:
        Ted Mourouzis

      Telephone:
        (317) 791-2020

      Facsimile:
        (317) 791-2029  

      


      Parent:

      


      GFN
        North
        America Corp.

      39
        East
        Union Street

      Pasadena,
        California 91103

      Attention:
        Christopher A. Wilson, Esq. 

      Facsimile:
        (626) 795-8090


      


      ADDRESS
        OF LENDER AND COLLATERAL AGENT:

      


      SPV
        Capital Funding, L.L.C., as Lender

      10000
        Memorial Dr., Suite 500

      Houston,
        Texas 70024

      Telephone: (713)
        292-5404

      Facsimile: 
        (713)
        292-5454

      Attention:  
        Debbie
        Blank

      


      Laminar
        Direct Capital, L.L.C, as Collateral Agent

      10000
        Memorial Dr., Suite 500

      Houston,
        Texas 70024

      Telephone: (713)
        292-5404

      Facsimile: 
        (713)
        292-5454

      Attention:  
        Debbie
        Blank

       

      With
        a
        copy (which shall not constitute notice) to:

      


      Laminar
        Direct Capital, L.L.C.

      One
        Embarcadero Center, Suite 3860

      San
        Francisco, CA 94111

      Attention:   John
        W.
        Felix, Director

      Telephone: (415)
        268-2801

      Facsimile:   (415)
        268-2850

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      With
        a
        copy (which shall not constitute notice) to:

      


      D.
        E.
        Shaw & Co., L.P.

      120
        West
        45th
        Street,
        39th
        Floor

      New
        York,
        New York 10036

      Attention:  
        Hilda
        Blair, Esq.

      Telephone: (212)
        478-0553

      Facsimile:  (212)
        845-1553

       

      With
        a
        copy (which shall not constitute notice) to:

      


      Moore
        & Van Allen PLLC

      100
        North
        Tryon Street, Suite 4700

      Charlotte,
        North Carolina 28202-4003

      Attention:
        John S. Chinuntdet, Esq.

      Telephone: (704)
        331-3502

      Facsimile:  (704)
        378-1950