Second
      Amendment To 

    Amended
      and Restated

    Credit
      Agreement

    


    THIS
      SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
      “Second
      Amendment”)
      is
      executed September 24, 2008, by and among PAC-VAN, INC., an Indiana
      corporation (the “Company”),
      the
      financial institutions that are or may from time to time become parties hereto
      (together with their respective successors and assigns, the “Lenders”),
      LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, “LaSalle”),
      as
      administrative agent and collateral agent for the Lenders, and NATIONAL CITY
      BANK, as documentation agent for the Lenders.

    


    RECITALS

     

    1. The
      Company and Lenders are parties to an Amended and Restated Credit Agreement,
      dated as of August 23, 2007, as amended by a First Amendment to Amended and
      Restated Credit Agreement dated as of September 23, 2008 (the “Credit
      Agreement”).

     

    2. Company
      has requested a Change in Control and other modifications of the Credit
      Agreement. Subject to the terms and conditions stated in this Second Amendment,
      the Lenders are willing to modify and amend the Credit Agreement as provided
      in
      this Second Amendment.

     

    Agreement

    


    NOW,
      THEREFORE, in consideration of the Recitals, the mutual covenants and agreements
      herein, and each act performed and to be performed hereunder, the Lenders and
      Company agrees as follows:

    


    1. Definitions.
      All
      terms used in this Second Amendment that are defined in the Credit Agreement
      and
      that are not otherwise defined in this Second Amendment shall have the same
      meanings in this Second Amendment as are ascribed to them in the Credit
      Agreement.

    


    2. Amendments
      to Credit Agreement.
      

     

    (a) Defined
      Terms.
      (i) The
      following definitions in Section
      1.1
      of the
      Credit Agreement are amended, and as so amended, restated as of the Second
      Amendment Effective Date to read in their entirety as follows:

    


    Change
      of Control
      means
      the occurrence of any of the following events: (a) GFNA shall cease to own
      and
      control at least 100% of the outstanding Capital Securities of the Company;
      (b)
      the Company shall cease to, directly or indirectly, own and control 100% of
      each
      class of the outstanding Capital Securities of each Subsidiary; (c) Holdings
      shall cease to own and control 80% of the outstanding Capital Securities of
      GFNA; or (d) 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 two or more natural
      Persons that are officers or directors of, Holdings as of the Second 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

    


    (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 Second 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.


    
      
        
        

      

      
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    EBITDA
      means,
      for any period, Consolidated Net Income for such period plus,
      to the
      extent deducted in determining such Consolidated Net Income, Interest Expense,
      income tax expense, depreciation and amortization for such period plus
      those
      expenses of Matthew Claymon, Scott Claymon and/or Brent Claymon of the types
      described on Schedule 6.2(h) of that certain Agreement and Plan of Merger dated
      as of July 12, 2006 by and among the Company, MOAC, PV Acquisition Corporation,
      Brent Claymon, Scott Claymon and Matthew Claymon, as amended, restated,
      supplemented or otherwise modified as of the date hereof and all exhibits and
      schedules thereto, and paid or reimbursed to such Person by the Company for
      such
      period not to exceed One Hundred Eighty-Six Thousand and No/100 Dollars
      ($186,000.00) per annum plus
      non-cash
      expenses related to stock options for such period not to exceed Five Hundred
      Thousand and No/100 Dollars ($500,000.00) per annum, in the aggregate
plus
      non-cash
      expenses approved by the Administrative Agent in writing related to stock
      options for such period in excess of Five Hundred Thousand and No/100 Dollars
      ($500,000.00) per annum plus
      transfer
      payments to GFNA pursuant to Section 11.4(iii) plus
      on a
      one-time basis expenses of the Company for stock options in connection with
      the
      Parent Merger Agreement not to exceed One Million Four Hundred Thousand and
      No/100 Dollars ($1,400,000.00). In addition, it is acknowledged and agreed
      that
      for purposes of all calculations of EBITDA hereunder, after the consummation
      of
      any 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 otherwise includable in the definition
      of
      EBITDA but not otherwise included in such items for the Company and its
      Subsidiaries in accordance with GAAP, be included to the extent relating to
      any
      period applicable in such calculations.

     

    Fiscal
      Year
      means
      the fiscal year of the Company and its Subsidiaries, which period shall be
      the
      12-month period ending on June 30 of each year. References to a Fiscal Year
      with
      a number corresponding to any calendar year (e.g., “Fiscal
      Year 2009”)
      refer
      to the Fiscal Year ending on June 30 of
      such
      calendar year.

     

    Interest
      Coverage Ratio
      means,
      for any Computation Period, the ratio of (a) EBITDA for such Computation Period
      less cash taxes and dividends/distributions to (b) (i) cash Interest Expense
      for
      such Computation Period; plus
      (ii)
      transfer payments to GFNA for such Computation Period.

     

    Total
      Debt
      means
      all Debt of GFNA, the Company and the Company’s Subsidiaries, determined on a
      consolidated basis, excluding (a) contingent obligations in respect of
      Contingent Liabilities (except to the extent constituting Contingent Liabilities
      in respect of Debt of a Person other than any Loan Party) and (b) Hedging
      Obligations.


    
      
        
        

      

      
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    (ii) The
      following new definitions are added to Section
      1.1
      of the
      Credit Agreement:

     

    GFNA
      means
      GFN North America Corp., a Delaware corporation.

     

    Holdback
      Note
      means
      that certain subordinated, unsecured promissory note of GFNA in favor of D.
      E
      Shaw Laminar Portfolios, L.L.C. dated as of the Second Amendment Effective
      Date,
      in an aggregate original principal amount of $1,500,000.

    


    Holdings
      means
      General Finance Corporation, a Delaware corporation.

    


    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
      Administrative Agent 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
      Administrative Agent shall have approved any material amendment, supplement
      or
      other modification thereto (including, without limitation, the waiver of any
      material condition to closing).

    


    Second
      Amendment Effective Date
      shall
      have the meaning set forth for such term in the Second Amendment to Amended
      and
      Restated Credit Agreement.

    


    (b) Amendment
      of Section 10.1.1.
      Section
      10.1.1
      of the
      Credit Agreement is amended, and as so amended, restated as of the Second
      Amendment Effective Date to read in its entirety as follows:

    


    10.1.1 Annual
      Report.
      (i)
      Promptly when available and in any event within 120 days after the Second
      Amendment Effective Date: (a) a copy of the audit report of the Company for
      January 1, 2008 through the Second Amendment Effective Date, including therein
      consolidated balance sheets and statements of earnings and cash flows of the
      Company and its Subsidiaries as at the Second Amendment Effective Date,
      certified without adverse reference to going concern value and without
      qualification by independent auditors of recognized standing selected by the
      Company and reasonably acceptable to the Administrative 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
      11.1,
      11.3,
      11.4
      or
11.14
      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
      or such period; and (b) a consolidating balance sheet of the Company and its
      Subsidiaries as of the Second Amendment Effective Date and consolidating
      statement of earnings and cash flows for the Company and its Subsidiaries for
      time period, certified by a Senior Officer of the Company.


    
      
        
        

      

      
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    (ii) Promptly
      when available and in any event within 120 days after the close of Fiscal Year
      2009: (a) a copy of the annual audit report of the Company and its Subsidiaries
      for the Second Amendment Effective Date through June 30, 2009, including therein
      consolidated balance sheets and statements of earnings and cash flows of the
      Company 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 Company and
      reasonably acceptable to the Administrative 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
      11.1,
      11.3,
      11.4
      or
11.14
      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
      or such period; (b) a compiled income statement of the Company and its
      Subsidiaries for July 1, 2008 through the Second Amendment Effective Date,
      and
      (c) a consolidating balance sheet of the Company and its Subsidiaries as of
      the
      end of such Fiscal Year and consolidating statement of earnings and cash flows
      for the Company and its Subsidiaries for such Fiscal Year, certified by a Senior
      Officer of the Company.

    


    (iii) Beginning
      with Fiscal Year 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 Company and its Subsidiaries for such Fiscal Year, including
      therein consolidated balance sheets and statements of earnings and cash flows
      of
      the Company 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 Company and
      reasonably acceptable to the Administrative 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
      11.1,
      11.3,
      11.4
      or
11.14
      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
      or such period; and (b) a consolidating balance sheet of the Company and its
      Subsidiaries as of the end of such Fiscal Year and consolidating statement
      of
      earnings and cash flows for the Company and its Subsidiaries for such Fiscal
      Year, certified by a Senior Officer of the Company.


    
      
        
        

      

      
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    (c) Amendment
      of Section 10.1.2.
      Section
      10.1.2
      of the
      Credit Agreement is amended, and as so amended, restated as of the Second
      Amendment Effective Date to read in its entirety as follows:

    


    10.1.2
      Interim
      Reports.
      (a)
      Promptly when available and in any event within 45 days after the end of each
      Fiscal Quarter, consolidated and consolidating balance sheets of the Company
      and
      the Company’s Subsidiaries as of the end of such Fiscal Quarter, together with
      consolidated and consolidating statements of earnings and cash flows for such
      Fiscal Quarter and for the period beginning with the first day of such Fiscal
      Year and ending on the last day of such Fiscal Quarter, together with a
      comparison with the corresponding period of the previous Fiscal Year and a
      report summarizing the utilization of Company’s Eligible Inventory, categorized
      as “in use” or “not in use” and showing the utilization percentage by dollar
      amount and by number of units and providing such information with respect to
      the
      Company’s operations as a whole with respect to each branch office operated by
      Company, certified by a Senior Officer of the Company;

    


    (b) promptly
      when available and in any event within 30 days after the end of each month,
      consolidated and consolidating balance sheets of the Company and its
      Subsidiaries as of the end of such month, together with consolidated statements
      of earnings for such month and for the period beginning with the first day
      of
      such Fiscal Year and ending on the last day of such month, together with a
      comparison with the corresponding period of the previous Fiscal Year for such
      period of the current Fiscal Year and a complete list of Accounts and Inventory,
      with the unit numbers, assigned branch, acquisition costs and dates of
      acquisition, certified by a Senior Officer of the Company;

    


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

    


    (d) 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.

    


    (e) Amendment
      of Section 11.1.
      Section
      11.1
      of the
      Credit Agreement is amended by the addition of the following new subsections
      (f)
      and (g):


    
      
        
        

      

      
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    (f) Debt
      of
      GFNA under the Holdback Note, and an unsecured, subordinated guaranty thereof
      by
      the Company; provided
      that all
      Debt and other obligations of the Company and GFNA in respect of the Holdback
      Note shall be subordinated in right of payment to the Obligations on terms
      and
      conditions and pursuant to documentation in each case in form and substance
      acceptable to the Administrative Agent; and

    


    (g) Debt
      of
      the Company where:

     

    
      	 	
              (A)

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

            


    

     

    
      	 	
              (B)

            	
              the
                aggregate Debt is less than
                $25,000,000.00;

            


    

     

    
      	 	
              (C)

            	
              immediately
                after giving effect to such Debt, the Company is in pro forma compliance
                with all the financial ratios and restrictions set forth in Section
                11.14;

            


    

     

    
      	 	
              (D)

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

            


    

     

    
      	 	
              (E)

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

            


    

     

    
      	 	
              (F)

            	
              not
                less than ten Business Days prior to incurring such Debt, the
                Administrative Agent and Lenders shall have received a summary with
                respect to the terms and conditions of the proposed Debt, and the
                Company’s calculation of pro forma financial ratios and restrictions set
                forth in Section
                11.14;

            


    

     

    
      	 	
              (G)

            	
              the
                Administrative Agent and Required Lenders shall have approved the
                Company’s computation of pro forma financial ratios and restrictions set
                forth in Section
                11.14;

            


    

     

    
      	 	
              (H)

            	
              the
                Debt shall mature no sooner than ninety-one (91) days after the
                Termination Date; 

            


    

     

    
      	 	
              (I)

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


            


    

     

    
      	 	
              (J)

            	
              any
                payment of interest on the Debt, prior to ninety-one (91) days after
                payment in full of the Obligations, shall be permitted so long as
                (i) no
                Event of Default currently exists or would result therefrom and (ii)
                the
                ratio, immediately prior to such payment, of Total Debt minus the
                Debt
                incurred pursuant to Section 11.1(g) to EBITDA, for the immediately
                preceding Computation Period, is less than 5.00:1.00;
                and

            


    

     

    
      
        
        

      

      
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              (K)

            	
              the
                Debt shall otherwise be on terms and conditions acceptable to the
                Administrative Agent.

            


    

     

    (e) Amendment
      of Section 11.4.
      Section
      11.4
      of the
      Credit Agreement is amended, and as so amended, restated as of the Second
      Amendment Effective Date to read in its entirety as follows:

    


    11.4 Restricted
      Payments.
      Not,
      and not permit any other Loan Party to, (a) make any distribution to any holders
      of its Capital Securities, (b) purchase or redeem any of its Capital Securities,
      (c) pay any management fees or similar fees to any of its equityholders or
      any
      Affiliate thereof, (d) make any redemption, prepayment, defeasance, repurchase
      or any other payment in respect of any Subordinated Debt or (e) set aside funds
      for any of the foregoing. Notwithstanding the foregoing, (i) any Subsidiary
      may
      pay dividends or make other distributions to the Company or to a domestic
      Wholly-Owned Subsidiary; (ii) so long as no Event of Default or Unmatured Event
      of Default exists or would result therefrom, the Company may pay management
      fees
      to Holdings in an aggregate amount not exceeding $1,500,000.00 in any Fiscal
      Year; and (iii) for twenty-one (21) months following the Second Amendment
      Effective Date, so long as no Event of Default or Unmatured Event of Default
      exists or would result therefrom, the Company may make transfer payments to
      GFNA
      in an aggregate amount not exceeding $2,000,000.00 solely to make principal
      and
      interest payments under the Holdback Note. 

    


    (f) Amendment
      of Section 11.7.
      Section
      11.7
      of the
      Credit Agreement is amended, and as so amended, restated as of the Second
      Amendment Effective Date to read in its entirety as follows:

    


    11.7 Transactions
      with Affiliates.
      Not,
      and not permit any other Loan Party to, enter into, or cause, suffer or permit
      to exist any transaction, arrangement or contract with any of its other
      Affiliates (other than the Loan Parties), except (i) for the merger pursuant
      to
      the Parent Merger Documents on the Second Amendment Effective Date, (ii) the
      payment of the management fees to Holdings to the extent permitted under
Section
      11.4
      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.

    


    (g) Global
      Amendment.
      All
      references to “MOAC” in the Credit Agreement are amended, and as so amended,
      restated as of the Second Amendment Effective Date to refer to
“GFNA.”


    
      
        
        

      

      
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    (h) Exhibit
      B.
      Exhibit
      B of the Credit Agreement is hereby amended, and as so amended, restated as
      of
      the First Amendment Effective Date to read in its entirety as set forth on
      Exhibit
      B
      attached
      hereto.

    


    3. Representations
      and Warranties.
      Company
      represents and warrants to the Lenders that:

    


    (a)
      (i) The
      execution, delivery and performance of this Second Amendment and all agreements
      and documents delivered pursuant hereto by Company does not and will not violate
      any provision of any law, rule, regulation, order, judgment, injunction, or
      writ
      presently in effect applying to Company, or result in a breach of or constitute
      a default under any material agreement, lease or instrument to which Company
      is
      a party or by which Company or any of the properties of Company may be bound
      or
      affected; (ii) no authorization, consent, approval, license, exemption or
      filing of a registration with any court or governmental department, agency
      or
      instrumentality is or will be necessary to the valid execution, delivery or
      performance by Company of this Second Amendment and all agreements and documents
      delivered pursuant hereto; and (iii) this Second Amendment and all agreements
      and documents delivered pursuant hereto by Company are the legal, valid and
      binding obligations of Company, as a signatory thereto, and enforceable against
      Company in accordance with the terms thereof.

    


    (b) After
      giving effect to the amendments contained in this Second Amendment, the
      representations and warranties contained in Section
      9
      of the
      Credit Agreement are true and correct on and as of the date of execution of
      this
      Second Amendment (except to the extent stated to relate to a specific earlier
      date, in which case such representations and warranties shall be true and
      correct as of such earlier date) with the same force and effect as if made
      on
      and as of the date of execution of this Second Amendment.

    


    4. Conditions.
      The
      obligation of the Lenders under this Second Amendment shall be subject to full
      satisfaction of the following conditions precedent on or before October 30,
      2008
      (the actual date of full satisfaction of the following conditions precedent
      shall be referred to herein as the “Second
      Amendment Effective Date”):

    


    (a) Copies,
      certified as of the date of execution of this Second Amendment, of such company
      documents and resolutions of Company and GFNA as Lenders may request evidencing
      necessary action by Company to obtain necessary authorization for the execution
      and performance of this Second Amendment and all other agreements or documents
      delivered pursuant hereto as Lenders may reasonably request.

    


    (b) This
      Second Amendment shall have been duly executed by Borrower and delivered to
      Lenders and executed by Lenders.

    


    (c) The
      Joinder to Guaranty and Collateral Agreement in form and substance satisfactory
      to the Administrative Agent shall have been duly executed by GFNA and delivered
      to Administrative Agent.


    
      
        
        

      

      
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    (d) The
      First
      Amendment to Guaranty and Collateral Agreement in form and substance
      satisfactory to the Administrative Agent shall have been duly executed by
      Company and GFN and delivered to Administrative Agent.

    


    (e) The
      Control Agreement in form and substance satisfactory to the Administrative
      Agent
      shall have been duly executed by Company, GFNA and Subordinated Note Agent
      and
      delivered to Administrative Agent.

    


    (f) An
      original stock certificate, representing all of the outstanding stock of the
      Company, together with an undated stock power executed in blank shall have
      been
      delivered to Administrative Agent.

    


    (g) The
      Subordination and Intercreditor Agreement in form and substance satisfactory
      to
      the Administrative Agent shall have been duly executed by the Company, GFNA
      and
      D. E. Shaw Laminar Portfolios, L.L.C. and delivered to Administrative
      Agent.

    


    (h) Receipt
      by Administrative Agent of an amendment to the Subordinated Note Purchase
      Agreement and the Subordinated Notes, acceptable to the Administrative Agent
      in
      form and substance in its sole discretion, which shall include amendments to
      the
      financial covenants to match the financial covenants set forth
      herein.

    


    (i) Receipt
      by Administrative Agent of opinions of counsel for each Loan Party, including
      local counsel reasonably requested by the Administrative Agent.

    


    (j) Receipt
      by Administrative Agent of a Solvency Certificate executed by a Senior Officer
      of the Company.

     

    (k) Receipt
      by Administrative Agent of certified copies of Uniform Commercial Code search
      reports dated a date reasonably near to the Second Amendment Effective Date,
      listing all effective financing statements which name any Loan Party (under
      their present names and any previous names) as debtors, together with copies
      of
      such financing statements.

    


    (l) Receipt
      by Administrative Agent of a Borrowing Base Certificate dated as of the Second
      Amendment Effective Date.

    


    (m) Receipt
      by Administrative Agent of a certificate executed by an officer of the Company
      on behalf of the Company certifying the matters set forth in Section
      4(n)
      of this
      Second Amendment as of the Second Amendment Effective Date. 

     

    (n) The
      following statements shall be true and correct:

    


    (i) the
      representations and warranties of each Loan Party set forth in this Second
      Amendment and the other Loan Documents shall be true and correct in all respects
      with the same effect as if then made (except to the extent stated to relate
      to a
      specific earlier date, in which case such representations and warranties shall
      be true and correct as of such earlier date); and 


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    (ii) no
      Event
      of Default or Unmatured Event of Default shall have then occurred and be
      continuing.

    


    (o) The
      Parent Merger Documents shall have been fully executed by the parties thereto
      and a copy thereof delivered to Administrative Agent.

    


    (p) The
      Certificate of Merger shall have been filed with the Delaware Secretary of
      State
      and a filed copy thereof delivered to Administrative Agent.

    


    (q) The
      Holdback Note shall have been duly executed by GFNA and a copy thereof delivered
      to Administrative Agent.

    


    (r) The
      Guaranty of the Holdback Note, in form and substance satisfactory to the
      Administrative Agent, shall have been duly executed by the Company and a copy
      thereof delivered to Administrative Agent.

    


    (s) Company
      shall have paid all costs and expenses incurred by the Lenders in connection
      with the negotiation, preparation and closing of this Second Amendment and
      the
      other documents and agreements delivered pursuant hereto, including the
      reasonable attorneys’ fees and out-of-pocket expenses.

    


    (t) Administrative
      Agent shall have received such additional agreements, documents, opinions and
      certifications, fully executed by Company, as may be reasonably requested by
      Administrative Agent.

    


    5. Binding
      on Successors and Assigns.
      All of
      the terms and provisions of this Second Amendment shall be binding upon and
      inure to the benefit of the parties hereto, their respective successors, assigns
      and legal representatives.

    


    6. Governing
      Law/Entire Agreement/Survival.
      This
      Second Amendment is a contract made under, and shall be governed by and
      construed in accordance with, the laws of the State of Illinois applicable
      to
      contracts made and to be performed entirely with such state and without giving
      effect to the choice or conflicts of laws principles of any jurisdiction. This
      Second Amendment constitutes and expresses the entire understanding between
      the
      parties with respect to the subject matter hereof, and supersedes all prior
      agreements and understandings, commitments, inducements or conditions, whether
      expressed or implied, oral or written. All covenants, agreements, undertakings,
      representations and warranties made in this Second Amendment shall survive
      the
      execution and delivery of this Second Amendment, and shall not be affected
      by
      any investigation made by any person. The Credit Agreement, as amended hereby,
      remains in full force and effect in accordance with its terms and
      provisions.

    


    7. Further
      Agreements and Acknowledgments.
      Company
      hereby further acknowledges and agrees that:


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    (a) Neither
      the provisions of this Second Amendment nor any actions taken or not taken
      pursuant to or in reliance upon the terms of this Second Amendment shall
      constitute a novation of any of the Loan Documents, all of which remain in
      full
      force and effect in accordance with their respective terms, as amended to date;
      

     

    (b) Neither
      this Second Amendment, nor any action taken by the Lenders pursuant to this
      Second Amendment, shall impair, prejudice, or in any other manner affect the
      rights of the Lenders in and to any collateral or other security which now
      or
      hereafter secures payment or performance of the Obligations or any part thereof,
      or establish or be deemed to establish any precedent or course of dealing with
      respect to any matter; and

     

    (c) No
      provision hereof shall constitute a waiver of any of the terms or conditions
      of
      the Loan Documents, other than those terms or conditions explicitly modified
      herein. Company hereby represent, warrant, covenant and agree that there exists
      no offsets, counterclaims or defenses to payment or performance of the
      obligations set forth in the Loan Documents and, in consideration hereof,
      expressly waive any and all such offsets, counterclaims and defenses arising
      out
      of any alleged acts, transactions or omissions on the part of the Lenders on
      or
      prior to the date hereof. 

     

    8.
       Counterparts.
      This
      Second Amendment may be executed in any number of counterparts and by the
      different parties hereto on separate counterparts and each such counterpart
      shall be deemed to be an original, but all such counterparts shall together
      constitute but one and the same Second Amendment. Receipt by telecopy
      of any executed signature page to this Second Amendment shall constitute
      effective delivery of such signature page.

    


    [Remainder
      of Page Intentionally Left Blank]


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be
      duly
      executed and delivered by their respective authorized signatories as of the
      Second Amendment Effective Date.

    


    
      	
              PAC-VAN,
                INC., an Indiana corporation

            
	 	 
	 	 
	
              By:

            	
              /s/
                Theodore M. Mourouzis

            
	 	
                Theodore
                M. Mourouzis, President

            


    

     

    
      	
              LASALLE BANK NATIONAL ASSOCIATION, 

              as Administrative Agent, Collateral Agent, Issuing

              Lender and as Lender 

            
	 
              	 
	 
              	 
	
              By:

            	
              Bijon
                Jalaie

            
	 	
              Bijon
                Jalaie, Vice President

            
	 
              	 
	
              NATIONAL
                CITY BANK, as Documentation

            
	
              Agent
                and as Lender

            
	 
              	 
	 
              	 
	
              By:

            	
              /s/
                Christopher A. Susott

            
	 	
                   Christopher
                A. Susott, Vice President

            
	 
              	 
	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,

            
	
              as
                Lender

            
	 
              	 
	 
              	 
	
              By:

            	
              /s/
                James M. Stehlik

            
	 	
                   James
                M. Stehlik, Vice President

            
	 
              	 
	
              UNION
                BANK OF CALIFORNIA, N.A., as a Lender

            
	 
              	 
	 
              	 
	
              By:

            	
              /s/
                Erik Siegfried

            
	 	
                   Erik
                Siegfried, Vice President

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    FORM
      OF COMPLIANCE CERTIFICATE

     

    To:  LaSalle
      Bank National Association, as Administrative Agent

     

    Please
      refer to the Amended and Restated Credit Agreement dated as of August 23, 2007
      (as amended, restated, supplemented or otherwise modified from time to time,
      the
“Credit
      Agreement”)
      among
      Pac-Van, Inc. (the “Company”),
      various financial institutions and LaSalle Bank National Association, as
      Administrative Agent. Terms used but not otherwise defined herein are used
      herein as defined in the Credit Agreement.

     

    
      	I.	
              Reports.
                Enclosed herewith is a copy of the [annual
                audited/quarterly/monthly]
                report of the Company as at _____________, ____ (the “Computation
                Date”),
                which report fairly presents in all material respects the financial
                condition and results of operations [(subject
                to the absence of footnotes and to normal year-end
                adjustments)]
                of
                the Company as of the Computation Date and has been prepared in accordance
                with GAAP consistently applied.

            


    

     

    
      	II.	
              Financial
                Tests.
                The Company hereby certifies and warrants to you that the following
                is a
                true and correct computation as at the Computation Date of the following
                ratios and/or financial restrictions contained in the Credit
                Agreement:

            


    

     

    
      	
              A.

            	
              Section
                11.14.2 - Minimum Utilization Ratio

            
	 	 	 	 
	 	
              1.

            	
              Average
                Book Value of 

            	
              $________

            
	 	 	 	 
	 	 	
              Eligible
                Inventory “in use”

            	 
	 	 	 	 
	 	
              2.

            	
              Average
                Book Value of 

            	
              $________

            
	 	 	 	 
	 	 	
              All
                Eligible Inventory

            	 
	 	 	 	 
	 	
              3.

            	
              Ratio
                of (1) to (2)

            	
              ____
                to 1

            
	 	 	 	 
	 	
              4.

            	
              Minimum
                Required

            	
              .70
                to 1

            
	 	 	 	 
	
              B.

            	
              Section
                11.14.3 - Minimum Interest Coverage Ratio

            
	 	 
	 	
              1.

            	
              Consolidated
                Net Income

            	
              $________

            
	 	 	 	 
	 	
              2.

            	
              Plus:
                Interest Expense

            	
              $________

            
	 	 	
                income
                tax expense

            	
              $________

            
	 	 	
                depreciation

            	
              $________

            
	 	 	
                amortization

            	
              $________

            
	 	 	
                Claymon
                expenses

            	
              $________

            
	 	 	
                stock
                option expenses

            	
              $________

            
	 	 	
                transfer
                payments

            	
              $________

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
                acquisition
                EBITDA

            	
              $________

            
	 	 	 	 
	
              3.

            	 	
              Total
                (EBITDA)

            	
              $________

            
	 	 	 	 
	
              4.

            	 	
              Less:
                Cash Taxes

            	
              $________

            
	 	 	
                Dividends/Distributions

            	
              $________

            
	 	 	 	 
	
              5.

            	 	
              Adjusted
                EBITDA

            	
              $________

            
	 	 	 	 
	
              6.

            	 	
              Interest
                Expense

            	
              $________

            
	 	 	 	 
	
              7.

            	 	
              Transfer
                Payments to GFNA

            	
              $________

            
	 	 	 	 
	
              8.

            	 	
              Total
                of (6) and (7)

            	
              $________

            
	 	 	 	 
	
              9.

            	 	
              Ratio
                of (5) to (8)

            	
              ____
                to 1

            
	 	 	 	 
	
              8.

            	 	
              Minimum
                required

            	
              1.25
                to 1

            
	 	 	 	 
	
              C.

            	
              Section
                11.14.4 - Maximum Senior
                Debt to EBITDA Ratio

            
	 	 
	 	
              1.

            	
              Senior
                Debt

            	
              $________

            
	 	 	 	 
	 	
              2.

            	
              EBITDA

            	
              $________

            
	 	 	
              (from
                Item B(3) above)

            	 
	 	 	 	 
	 	
              3.

            	
              Ratio
                of (1) to (2)

            	
              ____
                to 1

            
	 	 	 	 
	 	
              4.

            	
              Maximum
                allowed

            	
              5.00
                to 1

            
	 	 	 	 
	
              D.

            	
              Section
                11.14.5 - Maximum Total Debt to EBITDA Ratio

            
	 	 
	 	
              1.

            	
              Total
                Debt

            	
              $________

            
	 	 	 	 
	 	
              2.

            	
              EBITDA

            	
              $________

            
	 	 	
              (from
                Item B(3) above)

            	 
	 	 	 	 
	 	
              3.

            	
              Ratio
                of (1) to (2)

            	
              ____
                to 1

            
	 	 	 	 
	 	
              4.

            	
              Maximum
                allowed

            	
              5.50
                to 1

            
	 	 
	
              E.

            	
              Section
                11.14.6 - Minimum EBITDA

            
	 	 	 	 
	 	
              1.

            	
              EBITDA

            	
              $________

            
	 	 	
              (from
                Item B(3) above)

            	 
	 	 	 	 
	 	
              2.

            	
              Minimum
                allowed

            	
              $________

            


    

     

    The
      Company further certifies to you that no Event of Default or Unmatured Event
      of
      Default has occurred and is continuing.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    The
      Company has caused this Certificate to be executed and delivered by its duly
      authorized officer on _________, ____.

     

    
      	
              PAC-VAN,
                INC., an
                Indiana corporation

            
	 	 
	 	 
	
              By:

            	  

	
              Title:

            	  



    

     

    
      
        
        

      

      
        16