First
      Amendment To 

    Amended
      and Restated

    Credit
      Agreement

    


    THIS
      FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
      “First
      Amendment”)
      is
      executed September 23, 2008 (the “First
      Amendment Effective Date”),
      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 (the “Credit
      Agreement”).

     

    2. Company
      has requested an increase in the Loan and other modifications of the Credit
      Agreement. Subject to the terms and conditions stated in this First Amendment,
      the Lenders are willing to modify and amend the Credit Agreement as provided
      in
      this First 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 First Amendment that are defined in the Credit Agreement
      and
      that are not otherwise defined in this First Amendment shall have the same
      meanings in this First 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 First
      Amendment Effective Date to read in their entirety as follows:

    


    Agent
      Fee Letter
      means
      the Fee Letter dated as of June 16, 2008 between the Company and the
      Administrative Agent.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Borrowing
      Base
      means an
      amount equal to the total of (a) 85%
      of
      the unpaid amount (net of such reserves and allowances as the Administrative
      Agent deems necessary in its reasonable discretion) of all Eligible Accounts
      plus
      (b) 85% of the Net Book Value of all Eligible Inventory (net of such
      reserves and allowances as the Administrative Agent deems necessary in its
      reasonable discretion), plus
      (c) the
      lesser of (i) 75% of the cost of the Company’s trucks and trailers held for its
      own use (and not for rental) and used in the transportation of rental units
      (net
      of such reserves and allowances as the Administrative Agent deems necessary
      in
      its reasonable discretion), and (ii) One Million Dollars ($1,000,000.00).


     

    Letter
      of Credit–
see
      Section
      2.1.2.

    


    Revolving
      Commitment
      means
      One Hundred Twenty Million Dollars ($120,000,000.00) as reduced from time to
      time pursuant to Section
      6.1.1.

    


    Revolving
      Loan Availability
      means
      the least of (i) the Revolving Commitment, (ii) the Borrowing Base, and (iii)
      until such time as Administrative Agent has received from Borrower the written
      consent of the Subordinated Note Agent to a One Hundred Twenty Million Dollar
      ($120,000,000.00) Revolving Commitment, the Pre-Approved Revolving Loan
      Ceiling.

    


    Subordinated
      Note Agent
      means
      Laminar Direct Capital, L.L.C., acting in its capacity as collateral agent
      under
      the Subordinated Note Purchase Agreement.

     

    (ii) The
      following new definition is added to Section
      1.1
      of the
      Credit Agreement:

     

    Pre-Approved
      Revolving Loan Ceiling
      means
      Ninety-Five Million Four Hundred Thousand Dollars ($95,400,000.00) less the
      approved aggregate Stated Amount of all Letters of Credit. As of the First
      Amendment Effective Date, the Pre-Approved Revolving Loan Ceiling equals
      Ninety-Three Million Four Hundred Thousand Dollars
      ($93,400,000.00).

     

    (b) Amendment
      of Section 2.1.2.
      Section
      2.1.2
      of the
      Credit Agreement is amended, and as so amended, restated as of the First
      Amendment Effective Date to read in its entirety as follows:

    


    2.1.2 L/C
      Commitment.
      Subject
      to Section
      2.3.1,
      the
      Issuing Lender agrees to issue letters of credit, in each case containing such
      terms and conditions as are permitted by this Agreement and are reasonably
      satisfactory to the Issuing Lender (each, a “Letter
      of Credit”),
      at
      the request of and for the account of the Company from time to time before
      the
      scheduled Termination Date and, as more fully set forth in Section 2.3.2,
      each
      Lender agrees to purchase a participation in each such Letter of Credit;
provided
      that (a)
      the aggregate Stated Amount of all Letters of Credit shall not at any time
      exceed Ten Million Dollars ($10,000,000.00) or such lesser amount approved
      by
      Administrative Agent in its sole and absolute discretion, and (b) the
      Revolving Outstanding shall not at any time exceed Revolving Loan Availability
      (less the amount of any Swing Line Loans outstanding at such time).
      Notwithstanding the foregoing, as of the First Amendment Effective Date, the
      aggregate Stated Amount of all Letters of Credit, until otherwise approved
      by
      Administrative Agent, shall not at any time exceed Two Million Dollars
      ($2,000,000.00).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (c) Amendment
      of Section 6.1.3.
      Section
      6.1.3 of the Credit Agreement is amended, and as so amended, restated as of
      the
      First Amendment Effective Date to read as follows: 

    


    6.1.3
      Intentionally
      Omitted.

    


    (d) Amendment
      of Section 11.14.1.
      Section
      11.14.1 of the Credit Agreement is amended, and as so amended, restated as
      of
      the First Amendment Effective Date to read as follows: 

    


    11.14.1
      Intentionally
      Omitted.

    


    (e) Amendment
      of Section 15.1.
      Section
      15.1 of the Credit Agreement is amended and as so amended, restated as of the
      First Amendment Effective Date to read as follows:

     

    15.1 Waiver;
      Amendments.
      No
      delay on the part of the Administrative Agent or any Lender in the exercise
      of
      any right, power or remedy shall operate as a waiver thereof, nor shall any
      single or partial exercise by any of them of any right, power or remedy preclude
      other or further exercise thereof, or the exercise of any other right, power
      or
      remedy. No amendment, modification or waiver of, or consent with respect to,
      any
      provision of this Agreement or the other Loan Documents shall in any event
      be
      effective unless the same shall be in writing and acknowledged by Lenders having
      an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares
      expressly designated herein with respect thereto or, in the absence of such
      designation as to any provision of this Agreement, by the Required Lenders,
      and
      then any such amendment, modification, waiver or consent shall be effective
      only
      in the specific instance and for the specific purpose for which given. No
      amendment, modification, waiver or consent shall (a) extend or increase the
      Commitment of any Lender without the written consent of such Lender, (b) extend
      the date scheduled for payment of any principal (excluding mandatory
      prepayments) of or interest on the Loans or any fees payable hereunder without
      the written consent of each Lender directly affected thereby, (c) reduce the
      principal amount of any Loan, the rate of interest thereon or any fees payable
      hereunder, without the consent of each Lender directly affected thereby (except
      for periodic adjustments of interest rates and fees resulting from a change
      in
      the Applicable Margin as provided for in this Agreement); or (d) release any
      party from its obligations under the Guaranty or all or any substantial part
      of
      the Collateral granted under the Collateral Documents, change the definition
      of
      Required Lenders, any provision of this Section
      15.1
      or any
      provision of Section
      7.5
      or
      reduce the aggregate Pro Rata Share required to effect an amendment,
      modification, waiver or consent, without, in each case, the written consent
      of
      all Lenders. No provision of Section
      14
      or other
      provision of this Agreement affecting the Administrative Agent in its capacity
      as such shall be amended, modified or waived without the consent of the
      Administrative Agent. No provision of this Agreement relating to the rights
      or
      duties of the Issuing Lender in its capacity as such shall be amended, modified
      or waived without the consent of the Issuing Lender. No provision of this
      Agreement relating to the rights or duties of the Swing Line Lender in its
      capacity as such shall be amended, modified or waived without the consent of
      the
      Swing Line Lender.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (f) Annex
      A.
      Annex A
      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
Annex
      A
      attached
      hereto.

    


    (g) Annex
      B.
      Annex 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
Annex
      B
      attached
      hereto.

    


    (h) Exhibit
      C.
      Exhibit
      C 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
      C
      attached
      hereto.

    


    (i) Exhibit
      E.
      Exhibit
      E 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
      E
      attached
      hereto.

    


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

    


    (a)
      (i) The
      execution, delivery and performance of this First 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 First Amendment and all agreements and documents
      delivered pursuant hereto; and (iii) this First 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 First 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
      First 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 First Amendment.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    4. Conditions.
      The
      obligation of the Lenders to execute and to perform this First Amendment shall
      be subject to full satisfaction of the following conditions precedent on or
      before the date of execution of this First Amendment:

    


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

    


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

    


    (c) The
      Promissory Notes payable to each Lender in form and substance satisfactory
      to
      the Administrative Agent shall have been duly executed by Company and delivered
      to Lenders.

    


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

    


    (e) The
      Second Amendment to Subordination and Intercreditor Agreement in form and
      substance satisfactory to the Administrative Agent shall have been duly executed
      by the Company and the Subordinated Note Agent and delivered to Administrative
      Agent.

    


    (f) 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.

    


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

    


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

     

    (i) Receipt
      by Administrative Agent of certified copies of Uniform Commercial Code search
      reports dated a date reasonably near to the First 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.

    


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

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (k) 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(l)
      of this
      First Amendment as of the First Amendment Effective Date. 

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

    


    (i) the
      representations and warranties of each Loan Party set forth in this First
      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 

    


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

    


    (m) Receipt
      by Administrative Agent of the commitment fee in the aggregate amount of
      Seventy-Five Thousand and No/100 Dollars ($75,000.00), payable to each Lender
      in
      proportion to its share of the increase in the Revolving Commitment effectuated
      by this First Amendment.

    


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

    


    (o) 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 First 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
      First 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 First
      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 First Amendment shall survive the
      execution and delivery of this First 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.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

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

    


    (a) Neither
      the provisions of this First Amendment nor any actions taken or not taken
      pursuant to or in reliance upon the terms of this First 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 First Amendment, nor any action taken by the Lenders pursuant to this
      First
      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
      First 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 First Amendment. Receipt by telecopy
      of any executed signature page to this First Amendment shall constitute
      effective delivery of such signature page.

    


    [Remainder
      of Page Intentionally Left Blank]


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


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

            	
              Christopher
                A. Susott

            
	 	
              Christopher
                A. Susott, Vice President

            
	 	 
	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,

            
	
              as
                Lender

            
	 	 
	
              By:
                

            	
              James
                M. Stehlik

            
	 	
              James
                M. Stehlik, Vice President

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

            
	 	 
	
              By:
                

            	
              Erik
                Siegfried

            
	 	
              Erik
                Siegfried, Vice President

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    ANNEX
      A

     

    LENDERS
      AND PRO RATA SHARES

    


    
      	
              Lender

            	 	
              Revolving

              Commitment
                Amount

            	 	
              Pro
                Rata Share

            	 
	
              LaSalle
                Bank National Association 

            	 	
              $

            	
              40,000,000.00

            	**/ 	 	
              33.333333333

            	
              %

            
	 	 	 	 	 	 	 	 
	
              National
                City Bank

            	 	
              $

            	
              35,000,000.00

            	 	 	
              29.166666667

            	
              %

            
	 	 	 	 	 	 	 	 
	
              Wells
                Fargo Bank, National Association

            	 	
              $

            	
              30,000,000.00

            	 	 	
              25

            	
              %

            
	 	 	 	 	 	 	 	 
	
              Union
                Bank of California, N.A.

            	 	
              $

            	
              15,000,000.00

            	 	 	
              12.5

            	
              %

            
	 	 	 	 	 	 	 	 
	
              TOTALS

            	 	
              
              

              $

            	
              
              

              120,000,000.00

            	 	 	
              
              

              100

            	
              
              

              %

            


    

    


    **/ Includes
      Swing Line Commitment Amount of $5,000,000.00


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    ANNEX
      B

    


    ADDRESSES
      FOR NOTICES

    


    PAC-VAN,
      INC.

     

    2995
      South Harding Street

    Indianapolis,
      Indiana 46225

    Attention:
      Theodore M. Mourouzis, President

    Telephone: (371)
      489-4778

    Facsimile: (317)
      644-3117

     

    LASALLE
      BANK NATIONAL ASSOCIATION,
      as
      Administrative Agent, Issuing Lender and a Lender

     

    Notices
      of Borrowing, Conversion, Continuation and Letter of Credit
      Issuance

     

    30
      S.
      Meridian Street, Suite 800

    Indianapolis,
      IN 46204

    Attention:
      Bijon Jalaie

    Telephone: (317)
      756-7015

    Facsimile: (317)
      756-7021

     

    All
      Other Notices

     

    30
      S.
      Meridian Street, Suite 800

    Indianapolis,
      IN 46204

    Attention:
      Bijon Jalaie

    Telephone: (317)
      756-7015

    Facsimile: (317)
      756-7021

     

    NATIONAL
      CITY BANK,
      as
      Documentation Agent and as a Lender

    


    One
      National City Center, 200E

    Indianapolis,
      IN 46255

    Attention:
      Christopher A. Susott

    Telephone: (317)
      267-3668

    Facsimile: (317)
      267-6249

    


    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,
      as a
      Lender

    


    300
      North
      Meridian Street

    Indianapolis,
      IN 46204

    Attention:
      James M. Stehlik

    Telephone: (317)
      977-1115

    Facsimile: (317)
      977-1118

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

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

    


    445
      S.
      Figueroa Street, 10th
      Floor

    Los
      Angeles, CA 90071

    Attention:
      Erik Siegfried

    Telephone: (213)
      236-4028

    Facsimile: (213)
      236-7637


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “C”

    


    SCHEDULE
      TO BORROWING BASE CERTIFICATE

    Dated
      as
      of
      [_________________]

     

    
      	
              1.

            	 	
              Gross
                Accounts

            	 	
              $_________

            
	
              2.

            	 	
              Less
                Ineligibles

            	 	 
	 	
              -

            	
              Administrative
                Agent’s Lien Not Perfected

            	 	
              $_________

            
	 	
              -

            	
              Subject
                to other Lien

            	
              $_________

            	 
	 	
              -

            	
              Subject
                to Offset, etc.

            	
              $_________

            	 
	 	
              -

            	
              Account
                Debtor not in U.S.

            	
              $_________

            	 
	 	
              -

            	
              Sale
                on Approval, Sale or

            	 	 
	 	 	
              Return,
                Bill and Hold or

            	 	 
	 	 	
              Consignment

            	
              $_________ 

            	 
	 	
              -

            	
              Over
                90 days past invoice date

            	
              $_________

            	 
	 	
              -

            	
              Affiliate
                Receivables

            	
              $_________

            	 
	 	
              -

            	
              Non-assignable

            	
              $_________

            	 
	 	
              -

            	
              Other

            	
              $_________

            	 
	 	
              -

            	
              Total

            	 	
              $_________

            
	
              3.

            	 	
              Eligible
                Accounts [Item 1 minus Item 2]

            	
               

            	
              $_________ 

            
	 	 	 	 	 
	
              4.

            	 	
              Item
                3 times 85%

            	
               

            	
              $_________ 

            
	 	 	 	 	 
	
              5.

            	 	
              Gross
                Inventory consisting of consisting of

            	
               

            	
              $_________ 

            
	 	 	
              mobile
                office units, modular buildings and storage containers

            	 	 
	 	 	 	 	 
	
              6.

            	 	
              Less
                Ineligibles

            	 	 
	
              -

            	 	
              Administrative
                Agent’s Lien Not Perfected

            	
               

            	
              $_________ 

            
	
              -

            	 	
              Subject
                to other Lien 

            	
              $_________

            	 
	
              -

            	 	
              Not
                Salable

            	
              $_________

            	 
	
              -

            	 	
              Located
                off-site and no

            	 	 
	 	 	
              Collateral
                Access Agreement

            	
              $_________

            	 
	
              -

            	 	
              Not
                located in U.S.

            	
              $_________

            	 
	
              -

            	 	
              Supply
                items; packaging

            	
              $_________

            	 
	
              -

            	 	
              Advance
                payments received

            	
              $_________

            	 
	
              -

            	 	
              Other

            	
              $_________

            	 
	
              -

            	 	
              Total

            	
              $_________

            	 
	 	 	 	 	 
	
              7.

            	 	
              Eligible
                Inventory [Item 5 minus Item 6]

            	
               

            	
              $_________ 

            
	 	 	 	 	 
	
              8.

            	 	
              Item
                7 times 85%

            	
               

            	
              $_________ 

            
	 	 	 	 	 
	
              9.

            	 	
              Trucks
                and Trailers held for own use

            	
               

            	
              $_________ 

            
	 	 	 	 	 
	
              10.

            	 	
              Item
                9 times 75%

            	
               

            	
              $_________ 

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              11.

            	 	
              Lesser
                of Item 10 or $1,000,000.00

            	
              $_________

            	 
	 	 	 	 	 
	
              12.

            	 	
              Borrowing
                Base

            	 	 
	 	 	 	 	 
	 	 	
              [Item
                4 plus Item 8 plus Item 11]

            	
               

            	
              $_________ 

            
	 	 	 	 	 
	
              13.

            	 	
              Least
                of (i) Item 12, (ii) the Revolving Commitment

            	 	 
	 	 	
              and
                (iii) the Pre-Approved Revolving Loan Ceiling

            	
              $_________

            	 
	 	 	 	 	 
	
              14.

            	 	
              Revolving
                Outstandings (includes Stated Amount of Letters of Credit)

            	
               

            	
              $_________ 

            
	 	 	 	 	 
	
              15.

            	 	
              Outstanding
                Swing Line Loans

            	
               

            	
              $_________ 

            
	 	 	 	 	 
	
              16.

            	 	
              Revolving
                Loan Availability

            	 	 
	 	 	
              [Excess
                of Item 13 over Item 14]

            	
              $_________

            	 
	 	 	 	 	 
	
              17.

            	 	
              Required
                Prepayment

            	 	 
	 	 	
              [Excess
                of sum of Items 14 and 15 over Item 13]

            	
               

            	
              $_________ 

            


    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    


    FORM
      OF
      NOTICE OF BORROWING

    


    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.

     

    The
      undersigned hereby gives irrevocable notice, pursuant to Section 2.2.2
      of the
      Credit Agreement, of a request hereby for a borrowing as follows:

     

    (i) The
      requested borrowing date for the proposed borrowing (which is a Business Day)
      is
      ______________, ____.

     

    (ii) The
      aggregate amount of the proposed borrowing is $______________.

     

    (iii) The
      type
      of Revolving Loans comprising the proposed borrowing are [Base Rate] [LIBOR]
      Loans.

     

    (iv) The
      duration of the Interest Period for each LIBOR Loan made as part of the proposed
      borrowing, if applicable, is ___________ months (which shall be 1, 2, 3 or
      6
      months).

     

    (v) The
      Revolving Outstandings follows the proposed borrowing is
      $__________.

     

    The
      undersigned hereby certifies that on the date hereof and on the date of
      borrowing set forth above, and immediately after giving effect to the borrowing
      requested hereby: (i) there exists and there shall exist no Unmatured Event
      of
      Default or Event of Default under the Credit Agreement; and (ii) each of the
      representations and warranties contained in the Credit Agreement and the other
      Loan Documents is true and correct as of the date hereof, except to the extent
      that such representation or warranty expressly relates to another date and
      except for changes therein expressly permitted or expressly contemplated by
      the
      Credit Agreement.

     

    The
      Company has caused this Notice of Borrowing to be executed and delivered by
      its
      officer thereunto duly authorized on ___________, ______.

     

    
      	
              PAC-VAN,
                INC., an Indiana corporation

            
	 	 
	
              By:

            	 
	
              Title:

            	 


    

    


    
      
        
        

      

      
        14