SUBORDINATION
      AND INTERCREDITOR AGREEMENT

     

    THIS
      SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of October 1, 2008 (this
      “Agreement”)
      is
      entered into among PAC-VAN,
      INC.
      (the
“Borrower”), GFN
      NORTH AMERICA CORP. (the
      “Company”),
      LAMINAR
      DIRECT CAPITAL, L.L.C.,
      as
      Senior Agent (as hereinafter defined) for the Senior Lenders (as hereinafter
      defined) under the Investment Agreement (as hereinafter defined), and
D.
      E. SHAW LAMINAR PORTFOLIOS, L.L.C. (the
      “Subordinated
      Lender”).

     

    RECITALS

    


    A. The
      Senior Agent, certain financial institutions (together with the successors
      and
      assigns thereof, “Senior
      Lenders”),
      the
      Borrower and Mobile Office Acquisition Corp. ("MOAC")
      have
      entered into an Investment Agreement, dated as of August 2, 2006 (as from time
      to time amended, modified, extended, renewed, refinanced or restated prior
      to
      the date hereof, the “Original
      Investment Agreement”),
      together with the other Loan Documents (as defined in the Original Investment
      Agreement, such documents, the "Original
      Loan Documents"),
      whereby the Subordinated Lenders have made available to the Borrower certain
      loans and other financial accommodations therein set forth. The Original Loan
      Documents include a Continuing Unconditional Guaranty dated as of August 2,
      2006
      (as from time to time amended, modified, extended, renewed or restated (the
      “Original
      Parent Guaranty”)
      by
      MOAC in favor of the Senior Agent. All of the Borrower’s and the Company’s
      obligations under the Senior Loan Documents (as hereinafter defined) are secured
      by assignments of and security interests in substantially all of the now or
      hereafter acquired assets of the Borrower and the Company, all as more fully
      set
      forth in the Senior Loan Documents.

     

    B. Borrower,
      the Company and the Subordinated Lender (in its capacity as a stockholder of
      MOAC) are parties to that certain Agreement and Plan of Merger, dated as of
      July
      28, 2008 (the “Merger
      Agreement”),
      pursuant to which MOAC is merging with and into the Company effective as of
      the
      date of this Agreement. Pursuant to Section 2.1 of the Merger Agreement, the
      Company has issued a promissory note dated as of the date hereof in the
      aggregate principal amount of $1,500,000 (the “Subordinated
      Note”,
      together with all guarantees and other debt documents or debt instruments
      executed in connection therewith (as from time to time modified, extended,
      renewed, refinanced or restated to the extent permitted by the terms of this
      Agreement), collectively the “Subordinated
      Documents”)
      in
      favor of the Subordinated Lender, which Subordinated Note, together with cash
      and shares of restricted common stock of General Finance Corporation, a Delaware
      corporation, in the amounts determined in accordance with Section 2.1 of the
      Merger Agreement, constitute the merger consideration to be received by the
      Subordinated Lender under the Merger Agreement in exchange for the cancellation
      of the Subordinated Lender’s shares of stock in MOAC.

     

    C. In
      connection with the transactions contemplated by the Merger Agreement, the
      parties to the Original Investment Agreement have agreed to amend and restate
      (i) the Original Investment Agreement in the form of that certain Amended and
      Restated Investment Agreement dated as of the date hereof by and among the
      Borrower, the Company, the Senior Lenders party thereto and the Senior Agent
      (as
      from time to time amended, modified, extended, renewed, refinanced, or restated,
      the "Investment
      Agreement"),
      (ii)
      the Original Parent Guaranty in the form of that certain Amended and Restated
      Continuing Unconditional Guaranty dated as of the date hereof by the Company
      in
      favor of the Senior Agent (the "Parent
      Guaranty")
      and
      (iii) certain of the other Original Loan Documents. In addition, the Company
      has
      agreed to enter into that certain Security Agreement dated as of the date hereof
      by and among the Company and the Senior Agent (the "Parent
      Security Agreement").


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    D. As
      a
      condition of the financing accommodations under the Senior Loan Documents,
      the
      parties hereto are required to enter into this Agreement to establish the
      relative rights and priorities of the Senior Agent, the Senior Lenders and
      the
      Subordinated Lender under the Senior Loan Documents and the Subordinated
      Documents.

     

    E. The
      Subordinated Lender will benefit from the financing accommodations made by
      the
      Senior Lenders under the Investment Agreement and the other Senior Loan
      Documents. The Subordinated Lender and the Company desire to enter into this
      Agreement in order to induce the Senior Lenders to amend and restate the
      Original Investment Agreement in the form of the Investment Agreement and to
      enter into the amendments of the other Loan Documents contemplated thereby.
      The
      Subordinated Lender acknowledges that the Senior Lenders would not amend the
      Senior Loan Documents but for the execution of this Agreement.

     

    In
      consideration of the mutual agreements herein contained, the parties hereto
      agree as follows:

     

    1. Definitions.
      Except
      as otherwise provided herein, all capitalized terms used in this Agreement
      shall
      have the meanings ascribed to such terms in the Investment Agreement, provided
      that the following terms shall have the meanings set forth below:

     

    “Bankruptcy
      Code”
means
      Title 11 of the United States Code (11 U.S.C. § 101 et. seq.) or
      any replacement or supplemental federal statute dealing with the bankruptcy
      of
      debtors.

     

    “Borrower”
shall
      have the meaning set forth in the recitals hereof.

     

    “Borrower
      Property”
means
      all assets, property and property rights, of any kind or nature, tangible or
      intangible, now or hereafter existing, in which the Borrower or any Obligor
      owns, asserts or maintains an interest.

     

    “Company”
shall
      have the meaning set forth in the recitals hereof.

     

    “Company
      Property”
means
      all assets, property and property rights, of any kind or nature, tangible or
      intangible, now or hereafter existing, in which the Company or any Obligor
      owns,
      asserts or maintains an interest.

     

    “Investment
      Agreement”
shall
      have the meaning set forth in the recitals hereof.

     

    “Finally
      Paid”
or
      “Final
      Payment,”
when
      used in connection with the Senior Indebtedness, means the full and indefeasible
      payment in cash of all of the Senior Indebtedness.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Liens”
means
      any mortgage, deed of trust, pledge, lien, security interest, charge, set-off
      right or other encumbrance, whether now existing or hereafter created, acquired
      or arising. 

     

    “Obligor”
means
      any guarantor or obligor of any Senior Indebtedness.

     

    “Proceeding”
means
      any voluntary or involuntary proceeding commenced by or against the Borrower,
      the Company or any Obligor under any provision of the Bankruptcy Code, or under
      any other bankruptcy or insolvency law, including assignments for the benefit
      of
      creditors, formal or informal moratoria, compositions, extensions generally
      with
      its creditors, or proceedings seeking dissolution, receivership, reorganization,
      arrangement, or other similar relief.

     

    “Senior
      Agent”
means
      Laminar Direct Capital, L.L.C., as Collateral Agent for Senior Lenders, or
      any
      other Person appointed by the holders of the Senior Indebtedness as collateral
      agent for purposes of the Senior Loan Documents and this Agreement, together
      with the successors and assigns of all of the foregoing.

     

    “Senior
      Indebtedness”
means
      all obligations, liabilities and indebtedness of every nature of the Borrower
      and the Company from time to time owed to the Senior Agent or any Senior Lender
      under the Senior Loan Documents, including the principal amount of all debts,
      claims and indebtedness, accrued and unpaid interest and all premium, fees,
      costs and expenses, whether primary, secondary, direct, contingent, fixed or
      otherwise, heretofore, now and from time to time hereafter owing, due or
      payable, whether before or after the filing of a Proceeding, together with
      (a)
      any indebtedness which refinances such principal, interest or other obligations
      and any amendments, modifications, renewals, restatements, refinancings or
      extensions thereof to the extent not prohibited by the terms of this Agreement
      and (b) any interest accruing thereon after the commencement of a Proceeding,
      without regard to whether or not such interest is allowed in any Proceeding.
      Senior Indebtedness shall be deemed to be outstanding until it is Finally
      Paid.

     

    “Senior
      Loan Documents”
means
      the Investment Agreement, the Parent Guaranty, the Parent Security Agreement,
      the Subdebt Parent Pledge Agreement (as defined in the Investment Agreement)
      and
      the other Loan Documents (as defined in the Investment Agreement) and all other
      agreements, documents and instruments executed from time to time in connection
      therewith, in each case as from time to time renewed, extended, amended,
      restated or modified and all agreements and instruments evidencing full or
      partial refundings or refinancings of the indebtedness thereunder.

     

    “Subordinated
      Documents”
shall
      have the meaning set forth in recitals hereof.

     

    “Subordinated
      Indebtedness”
means
      all obligations, liabilities and indebtedness of every nature of the Borrower
      and the Company from time to time owed to any Subordinated Lender under the
      Subordinated Documents, including the principal amount of all debts, claims
      and
      indebtedness, accrued and unpaid interest and all premium, fees, costs and
      expenses, whether primary, secondary, direct, contingent, fixed or otherwise,
      heretofore, now and from time to time hereafter owing, due or payable, whether
      before or after the filing of a Proceeding, together with (a) any amendments,
      modifications, renewals, restatements, refinancings or extensions thereof and
      (b) any interest accruing thereon after the commencement of a Proceeding,
      without regard to whether or not such interest is allowed in any Proceeding.
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Subordinated
      Lender Remedies”
means
      any action (a) to take from or for the account of the Borrower, the Company,
      any
      Obligor, any other guarantor of the Subordinated Indebtedness or any other
      Person, by set-off or in any other manner, the whole or any part of any moneys
      which may now or hereafter be owing by the Borrower, the Company (other than
      receipt of payments of Subordinated Indebtedness to the extent permitted by
      this
      Agreement), any Obligor, any such guarantor or any other Person with respect
      to
      the Subordinated Indebtedness, (b) to sue for payment of, or to initiate or
      participate with others in any suit, action or proceeding (including any
      Proceeding) against the Borrower, the Company, any Obligor, any such guarantor
      or any other Person to (i) enforce payment of or to collect the whole or any
      part of the Subordinated Indebtedness or (ii) commence judicial enforcement
      of
      any of the rights and remedies under the Subordinated Documents or applicable
      law with respect to the Subordinated Indebtedness, (c) to accelerate the
      Subordinated Indebtedness, (d) to exercise any put, repurchase or similar option
      or to cause the Borrower, the Company, any Obligor, any such guarantor or any
      other Person to honor any redemption or mandatory prepayment obligation under
      any Subordinated Document or (e) to take any action under the provisions of
      any
      state or federal law, including the UCC, or under any contract or agreement,
      to
      enforce, foreclose upon, take possession of or sell any Borrower Property,
      Company Property or any property or assets of any such guarantor or any other
      Person. Notwithstanding the foregoing, “Subordinated
      Lenders Remedies”
does
      not include any action to seek and obtain specific performance or injunctive
      relief to compel the Company or any Obligor to comply with (or not violate
      or
      breach) an obligation under the Subordinated Documents, so long as it is not
      accompanied by a claim for monetary damages.

     

    “Subordinated
      Lender”
shall
      have the meaning set forth in the recitals hereof.

     

    “Subordinated
      Note(s)”
shall
      have the meaning set forth in the recitals hereof.

     

    “UCC”
means
      Article 9 of the Uniform Commercial Code, as in effect in any relevant
      jurisdiction. 

     

    2. Subordination
      of Subordinated Indebtedness to Senior Indebtedness.
      The
      Borrower and the Company covenant and agree, and Subordinated Lender by its
      acceptance of the Subordinated Documents (whether upon original issue or upon
      transfer or assignment) likewise covenants and agrees, notwithstanding anything
      to the contrary contained in any of the Subordinated Documents, that the payment
      of any and all of the Subordinated Indebtedness shall be subordinate and subject
      in right and time of payment, to the extent and in the manner hereinafter set
      forth, to the Final Payment of all Senior Indebtedness. Each holder of Senior
      Indebtedness, whether now outstanding or hereafter created, incurred, assumed
      or
      guaranteed, shall be deemed to have acquired Senior Indebtedness in reliance
      upon the provisions contained in this Agreement. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3. Subordination
      of Liens.

     

    (a) Subordinated
      Lender hereby covenants and agrees that any Liens and rights of any kind such
      Subordinated Lender may now have and hereafter acquire (or be deemed to now
      have
      or hereafter acquire) against the Borrower, the Company or any Obligor and/or
      any Borrower Property or Company Property, if any, shall be subordinate and
      subject to the Liens and rights against the Borrower, the Company, Obligors
      and/or Borrower Property or Company Property of the Senior Lenders arising
      from
      or out of the Senior Indebtedness, regardless of the order, time or manner
      in
      which any Liens attach to or are perfected in any Borrower Property or Company
      Property.

     

    (b) If
      (x)
      the Borrower, the Company or any Obligor, as the case may be, desires to make
      any distribution or payment or to sell any Borrower Property or Company Property
      as to which the Senior Lenders have provided their written consent or which
      is
      otherwise permitted under the Senior Loan Documents or (y) the Senior Lenders
      release their Lien in connection with any sale or disposition of any Borrower
      Property or Company Property, the Subordinated Lender shall be deemed to have
      consented to such disposition and shall execute such releases with respect
      to
      such Borrower Property or Company Property to be sold as the Senior Agent or
      the
      Senior Lenders request to evidence the release of any Lien against such property
      the Subordinated Lender may have or be deemed to have. Each Subordinated Lender
      hereby irrevocably appoints the holders of the Senior Indebtedness, or the
      Senior Agent on their behalf, as the true and lawful attorneys of the
      Subordinated Lender for the purpose of executing and filing any such releases.
      Each Subordinated Lender hereby waives any rights such Subordinated Lender
      has
      or may have in the future to object to the appointment of a receiver for all
      or
      any portion of the equity or the assets of the Borrower, the Company or any
      Obligor or to require any Senior Lender to marshal the collateral and agrees
      that each Senior Lender may proceed against the collateral in any order that
      it
      deems appropriate in the exercise of its absolute discretion. 

     

    4. Warranties
      and Representations of Company and Subordinated Lender.

     

    (a) The
      Borrower, the Company and the Subordinated Lender hereby severally represent
      and
      warrant to the Senior Lenders that each Senior Lender has been furnished with
      a
      true and correct copy of all instruments and securities evidencing or pertaining
      to the Subordinated Indebtedness. 

     

    (b) The
      Borrower and the Company hereby represent and warrant to the Senior Lenders
      that
      this Agreement has been duly executed and delivered by the Borrower and the
      Company and constitutes a legal, valid and binding obligation of the Borrower
      and the Company enforceable in accordance with its terms except to the extent
      that the enforceability thereof may be limited by any applicable bankruptcy,
      insolvency, reorganization, moratorium or similar laws from time to time in
      effect affecting generally the enforcement of creditors’ rights and remedies and
      general principles of equity.

     

    (c) Subordinated
      Lender represents and warrants to the Senior Lenders: (i) that this Agreement
      has been duly executed and delivered by Subordinated Lender and constitutes
      a
      legal, valid and binding obligation of Subordinated Lender enforceable against
      Subordinated Lender in accordance with its terms, except to the extent that
      the
      enforceability thereof may be limited by any applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws from time to time in effect affecting
      generally the enforcement of creditors’ rights and remedies and general
      principles of equity; (ii) that Subordinated Lender has not relied and shall
      not
      rely on any representation or information of any nature made by or received
      from
      any Senior Lender relative to the Borrower, the Company or any Obligor in
      deciding to execute this Agreement or to permit it to continue in effect; and
      (iii) that Subordinated Lender is the current holder of the Subordinated
      Indebtedness.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (d) The
      Senior Agent and each Senior Lender represents and warrants to the Subordinated
      Lenders: (i) that this Agreement has been duly executed and delivered by the
      Senior Agent, on its own behalf and on behalf of the Senior Lenders, and
      constitutes a legal, valid and binding obligation of the Senior Agent or such
      Senior Lender, as applicable, enforceable against the Senior Agent or such
      Senior Lender, as applicable, in accordance with its terms, except to the extent
      that the enforceability thereof may be limited by any applicable bankruptcy,
      insolvency, reorganization, moratorium or similar laws from time to time in
      effect affecting generally the enforcement of creditors’ rights and remedies and
      general principles of equity; (ii) that the Senior Agent or such Senior Lender,
      as applicable, has not relied and shall not rely on any representation or
      information of any nature made by or received from any Senior Lender relative
      to
      the Company or any Obligor in deciding to execute this Agreement or to permit
      it
      to continue in effect; and (iii) that such Senior Lender is a current holder
      of
      the Senior Indebtedness.

     

    (e) Notwithstanding
      anything contained in this Agreement to the contrary, Subordinated Lender hereby
      represents and warrants to the Senior Agent, the Borrower and the Company that,
      except for security interests and Liens subordinated to the Senior Indebtedness
      pursuant to a written subordination agreement, Subordinated Lender has no
      security interest in or Lien on any assets of the Borrower, the Company or
      any
      Obligor or any Borrower Property or any Company Property.

     

    5. Negative
      Covenants.
      Until
      all of the Senior Indebtedness has been Finally Paid: (A), except for security
      interests and Liens subordinated to the Senior Indebtedness pursuant to a
      written subordination agreement, the Subordinated Lender shall not demand,
      accept or acquire from the Borrower, the Company or any Obligor any security
      interest in or Lien on any assets of the Borrower, the Company or any Obligor
      or
      any Borrower Property or any Company Property, nor any collateral from the
      Borrower, the Company or any Obligor; (B) neither the Borrower nor the Company
      shall discharge the Subordinated Indebtedness other than in accordance with
      the
      terms of the Subordinated Documents; (C) the Subordinated Lender shall not
      demand or accept from the Borrower, the Company, any Obligor or other Person
      any
      consideration which would result in a discharge of the Subordinated Indebtedness
      other than in accordance with the terms of the Subordinated Documents; (D)
      the
      Subordinated Lender shall not hereafter give any subordination in respect of
      the
      Subordinated Indebtedness; and (E) neither the Borrower nor the Company shall
      hereafter issue any instrument, security or other writing evidencing any part
      of
      the Subordinated Indebtedness, and the Subordinated Lender shall not receive
      any
      such writing, except upon the condition that such security shall bear the legend
      referred to in Section
      25
      below
      and a true copy thereof shall be thereupon promptly furnished to the Senior
      Agent.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6. Permitted
      Payments.

     

    (a) Notwithstanding
      the terms of the Subordinated Documents, the Company hereby agrees that it
      shall
      not make (and will not permit any other Obligor to make), and Subordinated
      Lender hereby agrees that it will not accept, any payment or distribution with
      respect to the Subordinated Indebtedness including any payment or distribution
      received through the exercise of any right of setoff, counterclaim or
      crossclaim, until the Senior Indebtedness is Finally Paid; provided
      that the
      Company may make to the Subordinated Lender and the Subordinated Lender may
      accept any payments in respect of principal and interest on the Subordinated
      Indebtedness in an aggregate amount not to exceed $2,000,000.00, all in
      accordance with the terms of the Subordinated Documents, so long as no Default
      or Event of Default has occurred under the Investment Agreement and is
      continuing or would result from the making of such payment. 

     

    (b) The
      failure of the Company to make any payment with respect to the Subordinated
      Indebtedness by reason of the operation of this Section
      6
      shall
      not be construed as preventing the occurrence of a default under the
      Subordinated Documents.

     

    7. Forbearance
      of Legal Remedies.

     

    (a) Until
      the
      Senior Indebtedness is Finally Paid, the Subordinated Lender shall not, without
      the prior written consent of the Senior Agent, exercise any Subordinated Lender
      Remedies. 

     

    (b) Notwithstanding
      anything contained herein to the contrary or any rights or remedies available
      to
      the Subordinated Lender under any of the Subordinated Documents, applicable
      law
      or otherwise, prior to the time that the Senior Indebtedness has been Finally
      Paid, any payments, distributions or other proceeds obtained by Subordinated
      Lender from the exercise of any Subordinated Lender Remedies shall in any event
      be held in trust by it for the benefit of the Senior Agent and the Senior
      Lenders and promptly paid or delivered to the Senior Agent for the benefit
      of
      the Senior Lenders in the form received.

     

    8. Dissolution,
      Liquidation, Reorganization or Bankruptcy.
      (a) In
      the event of any Proceeding involving the Borrower, the Company or any
      Obligor:

     

    (i) all
      Senior Indebtedness shall be Finally Paid before the Subordinated Lender shall
      be entitled to receive any payment on account of any Subordinated Indebtedness;
      and

     

    (ii) any
      payment or distribution of assets of such Person of any kind or character,
      whether in cash, property or securities, to which the Subordinated Lender would
      be entitled except for these provisions, shall be paid by the liquidating
      trustee or agent or other Person making such payment or distribution directly
      to
      the Senior Agent, to the extent necessary to make Final Payment of all Senior
      Indebtedness remaining unpaid, after giving effect to any concurrent payment
      or
      distribution or provision therefor to the holders of such Senior Indebtedness.
      Subordinated Lender irrevocably authorizes, empowers and directs any debtor,
      debtor-in-possession, receiver, trustee or agent or other Person having
      authority, to pay or otherwise deliver all such payments or distributions to
      Senior Agent.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) Until
      the
      Senior Indebtedness has been Finally Paid, if a Proceeding shall occur and
      be
      continuing, the Subordinated Lender shall file all claims they may have against
      the Borrower, the Company or any Obligor, and shall direct the debtor in
      possession or trustee in bankruptcy, as appropriate, to pay over to the Senior
      Agent all amounts due to the Subordinated Lender on account of the Subordinated
      Indebtedness until the Senior Indebtedness has been Finally Paid. If the
      Subordinated Lender fails to file such claims prior to 30 days before the
      expiration of time to do so, the Senior Agent may (but shall have no obligation
      to) file such claims in the Subordinated Lender’s name on behalf of the Senior
      Lenders; provided,
      that
      neither the Senior Agent nor any Senior Lender shall have any right whatsoever
      to vote any claim that the Subordinated Lender has in any such Proceeding to
      accept or reject any plan of partial or complete liquidation, reorganization,
      arrangement, composition or existence. 

     

    (c) Subordinated
      Lender agrees, in connection with any such Proceeding, that while it shall
      retain the right to vote and otherwise act in any such proceeding (including
      the
      right to vote to accept or reject any plan of partial or complete liquidation,
      reorganization, arrangement, composition or extension), it will not take any
      action or vote in any way so as to (i) contest the validity of the Liens
      securing the Senior Indebtedness, (ii) contest the enforceability of any of
      the
      Senior Loan Documents, (iii) contest the Senior Lenders’ priority position over
      the Subordinated Lender created by this Agreement or (iv) take any position
      or
      action which would have directly or indirectly any of the following effects:
      (A)
      extension of the final maturity of and/or forgiveness, reduction or cram-down
      of
      the Senior Indebtedness or deferral of any required payment in respect of Senior
      Indebtedness, (B) opposing or objecting to initiatives or claims by the Senior
      Lenders for adequate protection or relief from the automatic stay, use of cash
      collateral or super-priority expense of administration for failure of adequate
      protection, (C) challenging in any respect treatment of the Senior Indebtedness
      as a first priority perfected fully secured claim, (D) blocking current payment
      of any obligation in respect of Senior Indebtedness, (E) assenting to or
      supporting any requested extension of the exclusivity period for the submission
      by Borrower or Company of any plan of reorganization or liquidation under the
      Bankruptcy Code unless such extension is assented to or supported by the Senior
      Lenders; and (F) opposing or objecting to any sale or lease of any Borrower
      Property or Company Property that has been consented to by the holders of Senior
      Indebtedness. Except as expressly set forth in this Section 8(c) or otherwise
      in
      this Agreement, the Subordinated Agent and Subordinated Lender shall, in any
      Proceeding, be entitled to (x) file any pleadings, objections, motions or
      agreements which assert rights or interests available to unsecured creditors
      of
      the Company arising under either bankruptcy law or applicable non-bankruptcy
      law, (y) may file claims or statements of interest with respect to all or any
      portion of the Subordinated Indebtedness, (z) file any necessary responsive
      or
      defensive pleadings in opposition to any motion, claim, adversary proceeding
      or
      other pleading made by any person objecting to or otherwise seeking the
      disallowance of the claims of the Subordinated Agent or Subordinated Lender.
      

     

    (d) Until
      the
      Senior Indebtedness has been Finally Paid, if a Proceeding shall occur and
      be
      continuing, the Subordinated Lender hereby (i) expressly consents to any Senior
      Lender’s providing post-petition financing to the Borrower, the Company or any
      Obligor or the granting by the Borrower, the Company or any Obligor to any
      Senior Lender of senior liens and priorities in connection therewith and/or
      the
      use of cash collateral and (ii) agrees that adequate notice of such financing
      or
      cash collateral usage to the Subordinated Lender shall have been provided if
      the
      Subordinated Lender received notice in accordance with Section
      16
      hereof
      two (2) Business Days prior to the entry of any order approving such financing
      or cash collateral usage.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (e) If
      Subordinated Lender has or at any time acquires any Lien securing any
      Subordinated Indebtedness, such Subordinated Lender agrees not to (i) initiate
      any proceeding involving the marshalling of any of the Borrower Property or
      the
      Company Property (whether in a Proceeding or otherwise) or (ii) assert any
      right
      it may have to “adequate protection” of its interest, if any, in such security
      in any Proceeding and agrees that it will not seek to have the automatic stay
      lifted with respect to such security, in each case without the prior written
      consent of the Senior Agent. Subordinated Lender waives any claim or defense
      Subordinated Lender may now or hereafter have arising out of the election by
      any
      Senior Lender in any Proceeding instituted under Chapter 11 of the Bankruptcy
      Code of any use of cash collateral, any borrowing or any grant of a security
      interest under Sections 363 and/or 364 of the Bankruptcy Code by the Borrower,
      the Company or any Obligor, as debtor-in-possession. Subordinated Lender agrees
      that it will not object to or oppose a sale or other disposition of any property
      securing all or any part of the Senior Indebtedness free and clear of any Liens
      or other claims of Subordinated Lender under Section 363 of the Bankruptcy
      Code
      if the Senior Agent has consented to such sale or disposition. Subordinated
      Lender further agrees that it will not seek to participate on any creditors
      committee in respect of the Subordinated Indebtedness without the Senior Agent’s
      prior written consent. To the extent that any Senior Lender receives payments
      on, or proceeds of collateral for, the Senior Indebtedness which are
      subsequently invalidated, declared to be fraudulent or preferential, set aside
      and/or required to be repaid to a trustee, receiver or any other party under
      any
      bankruptcy law, state or federal law, common law, or equitable cause, then
      as
      between such Senior Lender and Subordinated Lender hereunder, to the extent
      of
      such payment or proceeds received, the Senior Indebtedness, or part thereof,
      intended to be satisfied shall be revived and continue in full force and effect
      as if such payments or proceeds had not been received by such Senior
      Lender.

     

    9. Obligation
      of Company Unconditional.
      Nothing
      contained herein or in the Senior Loan Documents is intended to or shall impair,
      as between the Company and the Subordinated Lender only, the obligation of
      the
      Company, which is absolute and unconditional, to pay to the Subordinated Lender
      the Subordinated Indebtedness as and when the same shall become due and payable
      in accordance with their terms, or to affect the relative rights of the
      Subordinated Lender and creditors of the Company other than the Senior
      Lenders.

     

    10. Subordination
      Rights Not Impaired by Acts or Omissions of the Borrower, the Company or Holders
      of Senior Indebtedness.

     

    (a) No
      right
      of any present or future holders of any Senior Indebtedness to enforce the
      subordination provisions as provided herein shall at any time in any way be
      prejudiced or impaired by any act or failure to act on the part of the Borrower
      or the Company; by any act or failure to act by any such holder; by any act
      or
      failure to act by any other holder of the Senior Indebtedness; or by any
      noncompliance by the Borrower or the Company with the terms hereof, regardless
      of any knowledge thereof which any such holder may have or be otherwise charged
      with. The Subordinated Lender shall not be released, nor shall the Subordinated
      Lender’s obligation hereunder be in anyway diminished, by any of the following:
      (i) the exercise or the failure to exercise by any Senior Lender of any rights
      or remedies conferred on it or them under the Senior Loan Documents hereunder
      or
      existing at law or otherwise, or against any Borrower Property or Company
      Property; (ii) the commencement of an action at law or the recovery of a
      judgment at law against the Borrower, the Company or any Obligor for the
      performance of the Senior Indebtedness and the enforcement thereof through
      levy
      or execution or otherwise; (iii) the taking or institution or any other action
      or proceeding against the Borrower, the Company or any Obligor; (iv) any delay
      in taking, pursuing, or exercising any of the foregoing actions, rights, powers,
      or remedies (even though requested by Subordinated Lender) by any Senior Lender
      or anyone acting for any Senior Lender; (v) any lack of validity or
      enforceability of any Senior Loan Document; (vi) the release or non-perfection
      of any collateral securing the Senior Indebtedness; or (vii) any other
      circumstance which might otherwise constitute a defense available to, or a
      discharge of, the Borrower, the Company or any Obligor in respect of the Senior
      Indebtedness or Subordinated Lender in respect of this
      Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) Without
      limiting the generality of the foregoing, and anything else contained herein
      to
      the contrary notwithstanding, any Senior Lender, from time to time, without
      prior notice to or the consent of the Subordinated Lender, may take all or
      any
      of the following actions without in any manner affecting or impairing the
      obligation or liability of the Subordinated Lender hereunder: (i) obtain a
      Lien
      in any property to secure any of the Senior Indebtedness; (ii) obtain the
      primary and secondary liability of any party or parties with respect to any
      of
      the Senior Indebtedness; (iii) renew, extend, or otherwise change the time
      for
      payment of the Senior Indebtedness or any installment thereof for any period,
      or
      change the interest rates and fees with respect to the Senior Indebtedness;
      (iv)
      renew, reaffirm, extend, release or otherwise change any liability of any nature
      of any Person, including any Obligor, with respect to the Senior Indebtedness;
      (v) exchange, enforce, waive, release, and apply any Borrower Property or
      Company Property and direct the order or manner of sale thereof as such Senior
      Lender may in its discretion determine; (vi) enforce its rights hereunder,
      whether or not such Senior Lender shall proceed against any other Person; (vii)
      exercise its rights to consent to any action or non-action of the Borrower,
      the
      Company or any Obligor which may violate the covenants and agreements contained
      in the Senior Loan Documents, with or without consideration, on such terms
      and
      conditions as may be acceptable to it; or (viii) exercise any of its rights
      conferred by the Senior Loan Documents or by law.

     

    11. Waivers.
      The
      Borrower, the Company and Subordinated Lender each hereby waive, to the fullest
      extent permitted by law, any defense based on the adequacy of a remedy at law
      which might be asserted as a bar to the remedy of specific performance of this
      Agreement in any action brought therefor by the Senior Lenders. To the fullest
      extent permitted by law and except as to any notices specified in this
      Agreement, notices regarding the intended sale or disposition of any portion
      of
      the collateral held by the Senior Lenders, or any notice which may not be waived
      in accordance with the UCC, the Borrower, the Company and Subordinated Lender
      each hereby further waive: presentment, demand, protest, notice of protest,
      notice of default or dishonor, notice of payment or nonpayment and any and
      all
      other notices and demands of any kind in connection with all negotiable
      instruments evidencing all or any portion of the Senior Indebtedness or the
      Subordinated Indebtedness to which the Borrower, the Company or the Subordinated
      Lender may be a party; prior notice of and consent to any loans made, extensions
      granted or other action taken in reliance thereon; and all other demands and
      notices of every kind in connection with this Agreement, the Senior Indebtedness
      or the Subordinated Indebtedness. Subordinated Lender consents to any release,
      renewal, extension, compromise or postponement of the time of payment of the
      Senior Indebtedness, to any substitution, exchange or release of collateral
      therefor, and to the addition or release of any Person primarily or secondarily
      liable thereon.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    12. No
      Estoppel.
      Neither
      the failure nor any delay on the part of any Senior Lender to exercise any
      right, remedy, power or privilege hereunder shall operate as a waiver thereof
      or
      give rise to an estoppel, nor be construed as an agreement to modify the terms
      of this Agreement, nor shall any single or partial exercise of any right,
      remedy, power or privilege with respect to any occurrence be construed as a
      waiver of such right, remedy, power or privilege with respect to any other
      occurrence. No waiver by a party hereunder shall be effective unless it is
      in
      writing and signed by the party making such waiver, and then only to the extent
      specifically stated in such writing.

     

    13. Incorrect
      Payments; Specific Performance.
      If the
      Borrower, the Company or any Obligor shall make or the Subordinated Lender
      shall
      collect any payment on account of the principal of, premium or interest on
      or
      any other amounts due under the Subordinated Indebtedness in contravention
      of
      this Agreement, such payments shall be held in trust by the Subordinated Lender
      and not commingled with any assets of Subordinated Lender and shall be paid
      over
      and delivered to the Senior Agent, for the benefit of the Senior Lenders,
      promptly upon receipt thereof. At any time Subordinated Lender fails to comply
      with any provision of this Agreement, the Senior Lenders may demand specific
      performance of this Agreement, whether or not the Borrower or the Company has
      complied with this Agreement, and may exercise any other remedy available at
      law
      or equity.

     

    14. Amendment
      of the Subordinated Documents and Senior Loan Documents.
      Subordinated Lender agrees that it will not, without the prior written consent
      of the Senior Agent, agree to any amendment, modification or supplement to
      the
      Subordinated Documents. The Senior Indebtedness may at any time be amended,
      modified, restated, refinanced or waived without limitation without notice
      to,
      or the consent of, the Subordinated Lender.

     

    15. Inconsistent
      or Conflicting Provisions; Construction.
      If a
      provision of the Senior Loan Documents or the Subordinated Documents is
      inconsistent or conflicts with the provisions of this Agreement, the provisions
      of this Agreement shall govern and prevail. The term "including" is not limiting
      and means "including without limitation." 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."

     

    16. Notices.
      Any
      notice, consent or other communication provided for in this Agreement shall
      be
      in writing and shall be delivered personally (effective upon delivery), via
      facsimile (effective upon confirmation of transmission), via overnight courier
      (effective the next Business Day after dispatch if instructed to deliver on
      next
      business day) or via U.S. Mail (effective 3 days after mailing, postage prepaid,
      first class) to each party at its address(es) and/or facsimile number(s) set
      forth on Annex
      I
      hereto,
      or to such other address as either party shall specify to the other in writing
      from time to time. The Subordinated Lender shall provide the Senior Agent with
      written notice promptly upon the occurrence of an event of default under the
      Subordinated Documents.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    17. Entire
      Agreement.
      This
      Agreement constitutes and expresses the entire understanding between the parties
      hereto with respect to the subject matter hereof, and supersedes all prior
      and
      contemporaneous agreements and understandings, inducements or conditions,
      whether express or implied, oral or written. Neither this Agreement nor any
      portion or provision hereof may be changed, waived or amended orally or in
      any
      manner other than by an agreement in writing signed by the Senior Agent and
      the
      Subordinated Lender; provided
      that any
      such change, waiver or amendment shall be binding upon the Borrower and the
      Company by their written consent thereto. This Agreement shall constitute a
      Loan
      Document and the recitals hereto shall constitute part of this
      Agreement.

     

    18. Additional
      Documentation.
      The
      Borrower, the Company and the Subordinated Lender shall execute and deliver
      to
      the Senior Agent such further instruments and shall take such further action
      as
      the Senior Agent may at any time or times reasonably request in order to carry
      out the provisions and intent of this Agreement.

     

    19. Expenses.
      The
      Borrower and the Company agrees to pay the Senior Agent and the Senior Lenders
      on demand all expenses of every kind, including Attorney Costs, that the Senior
      Agent or the Senior Lender incur in enforcing any of their rights against the
      Borrower, the Company and/or the Subordinated Lender under this
      Agreement.

     

    20. Successors
      and Assigns.

     

    (a) This
      Agreement shall inure to the benefit of each Senior Lender, Subordinated Lender,
      and their respective successors and assigns, and shall be binding upon the
      Borrower, the Company and their respective successors and assigns, and each
      Senior Lender, Subordinated Lender and their respective transferees, successors
      and assigns, including any subsequent holders of the Subordinated Note. Any
      Senior Lender, without prior notice or consent of any kind, may sell, assign
      or
      transfer any Senior Indebtedness, and in such event each and every immediate
      and
      successive assignee or transferee thereof may be given the right by such Person
      to enforce this Agreement in full against the Borrower, the Company and the
      Subordinated Lender, by suit or otherwise, for its own benefit.

     

    (b) Subordinated
      Lender shall not sell, assign, pledge, dispose of or otherwise transfer all
      or
      any portion of the Subordinated Indebtedness or any Subordinated Document:
      (i)
      unless, prior to the consummation of any such action, the transferee thereof
      shall execute and deliver to the Senior Agent a joinder to this Agreement,
      providing for the continued subordination of the Subordinated Indebtedness
      to
      the Senior Indebtedness as provided herein and for the continued effectiveness
      of all of the rights of the Senior Agent and the Senior Lenders arising under
      this Agreement, and (ii) unless the related Subordinated Documents evidencing
      such Subordinated Indebtedness contain the legend referred to in Section 25
      below.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c) Notwithstanding
      the failure of any transferee to execute or deliver an agreement substantially
      identical to this Agreement, the subordination effected hereby shall survive
      any
      sale, assignment, pledge, disposition or other transfer of all or any portion
      of
      the Subordinated Indebtedness, and the terms of this Agreement shall be binding
      upon the successors and assigns of each Subordinated Indebtedness, as provided
      in this Section
      20.

     

    (d) Subordinated
      Lender hereby agrees that any party that refinances the Senior Indebtedness
      of
      the Senior Lenders may rely on and enforce this Agreement as if it were such
      Senior Lender. Subordinated Lender further hereby agrees that it will, at the
      request of such Senior Lender, enter into an agreement, in the form of this
      Agreement, mutatis
      mutandis,
      to
      subordinate the Subordinated Indebtedness, to the same extent as provided
      herein, to the party refinancing all or a portion of such Senior Indebtedness;
      provided
      that the
      failure of the Subordinated Lender to execute such an agreement shall not affect
      such party’s right to rely on and enforce the terms of this
      Agreement.

     

    21. Covenant
      Not to Challenge.
      This
      Agreement has been negotiated by the parties with the expectation and in
      reliance upon the assumption that the instruments and documents evidencing
      the
      Senior Indebtedness are valid and enforceable. In determining whether to enter
      into this Agreement, the Subordinated Lender has assumed such validity and
      enforceability, and has agreed to the provisions contained herein, without
      relying upon any reservation of a right to challenge or call into question
      such
      validity or enforceability. As between any Senior Lender and Subordinated
      Lender, Subordinated Lender hereby covenants and agrees, to the fullest extent
      permitted by law, that it shall not initiate in any proceeding a challenge
      to
      the validity or enforceability of the documents and instruments evidencing
      the
      Senior Indebtedness or the validity, perfection or priority of any Lien of
      the
      Senior Agent or the Senior Lenders securing the Senior Indebtedness, nor shall
      the Subordinated Lender instigate other parties to raise any such challenges,
      nor shall the Subordinated Lender participate in or otherwise assert any such
      challenges which are raised by other parties. As between any Senior Lender
      and
      any Subordinated Lender, each Senior Lender hereby covenants and agrees, to
      the
      fullest extent permitted by law, that it shall not initiate in any proceeding
      a
      challenge to the validity or enforceability of the documents and instruments
      evidencing the Subordinated Indebtedness, nor shall the Senior Lenders instigate
      other parties to raise any such challenges, nor shall the Senior Lenders
      participate in or otherwise assert any such challenges which are raised by
      other
      parties.

     

    22. Subrogation.
      Subject
      to the Final Payment of all Senior Indebtedness and the provisions of
Section
      24
      hereof,
      the Subordinated Lender shall be subrogated to the rights of the Senior Lenders
      to receive payments and distributions of cash, property and securities
      applicable to the Senior Indebtedness to the extent that distributions otherwise
      payable to the Subordinated Lender have been applied to the Senior Indebtedness,
      until all amounts payable under the Subordinated Indebtedness shall have been
      paid in full. For purposes of such subrogation, no payments or distributions
      to
      the Senior Lenders of any cash, property or securities to which the Subordinated
      Lender would be entitled except for the provisions of this Agreement, and no
      payment pursuant to the provisions of this Agreement to the Senior Lenders
      by
      the Subordinated Lender shall, as among the Borrower, the Company and their
      respective creditors other than the Senior Lenders, be deemed to be a payment
      or
      distribution by the Borrower or the Company to or on account of the Senior
      Indebtedness. If the Borrower or the Company fails to make any payment on
      account of the Subordinated Indebtedness by reason of any provision contained
      herein, such failure shall, notwithstanding such provision contained herein,
      constitute a default with respect to the Subordinated Indebtedness if and to
      the
      extent such failure would otherwise constitute such a default in accordance
      with
      the terms of the Subordinated Indebtedness.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    23. Termination
      of Agreement.
      This
      Agreement shall continue and shall be irrevocable until the date all of the
      Senior Indebtedness has been Finally Paid or otherwise discharged and released
      in an express writing to such effect by the Senior Lenders. 

     

    24. Reinstatement.
      The
      obligations of the Subordinated Lender under the Agreement shall continue to
      be
      effective, or be reinstated, as the case may be, if at any time any payment
      in
      respect of any Senior Indebtedness is rescinded or must otherwise be restored
      or
      returned by any Senior Lender by reason of any bankruptcy, reorganization,
      arrangement, composition or similar proceeding or as a result of the appointment
      of a receiver, intervenor or conservator of, or trustee or similar officer
      for,
      the Borrower, the Company, any Obligor or any substantial part of its property,
      or otherwise, all as though such payment had not been made.

     

    25. Legends.
      Until
      the termination of this Agreement, Subordinated Lender will cause to be clearly,
      conspicuously and prominently inserted on the face of Subordinated Note and
      any
      other Subordinated Document, as well as any renewals or replacements thereof,
      the following legend:

     

    “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 (THE “SUBORDINATION
      AGREEMENT”)
      DATED
      AS OF OCTOBER 1, 2008 AMONG D. E. SHAW LAMINAR PORTFOLIOS, L.L.C., PAC-VAN,
      INC.
      (THE “BORROWER”),
      GFN
      NORTH AMERICA CORP. (THE
      “COMPANY”)
      AND
      LAMINAR DIRECT CAPITAL, L.L.C. (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 INVESTMENT AGREEMENT DATED AS OF OCTOBER 1, 2008
      AMONG THE COMPANY, THE SENIOR AGENT AND BORROWER, AND THE OTHER LOAN DOCUMENTS
      (AS DEFINED IN THE INVESTMENT AGREEMENT) AS SUCH INVESTMENT 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.”

    


    The
      Borrower’s and the Company’s books shall be marked to evidence the subordination
      of all of the Subordinated Indebtedness to the holders of Senior Indebtedness,
      in accordance with the terms of this Agreement. Each Senior Lender is authorized
      to examine such books from time to time in accordance with the terms of the
      Investment Agreement and to make any notations required by this
      Agreement.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    26. Governing
      Law.
      THIS
      AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS
      OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
      ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
      THE
      BORROWER, THE COMPANY AND THE SUBORDINATED LENDER HEREBY AGREE THAT ALL ACTIONS
      OR PROCEEDINGS INITIATED BY THE BORROWER, THE COMPANY OR THE SUBORDINATED LENDER
      AND ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT SHALL BE LITIGATED
      IN A
      NEW YORK COUNTY, NEW YORK OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
      DISTRICT OF NEW YORK OR, IF ANY SENIOR LENDER INITIATES SUCH ACTION, IN ADDITION
      TO THE FOREGOING COURTS, ANY COURT IN WHICH SUCH SENIOR LENDER SHALL INITIATE
      SUCH ACTION, TO THE EXTENT SUCH COURT HAS JURISDICTION. THE BORROWER, THE
      COMPANY AND THE SUBORDINATED LENDER EACH HEREBY EXPRESSLY SUBMIT AND CONSENT
      IN
      ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED BY ANY SENIOR
      LENDER AND HEREBY WAIVE ANY CLAIM THAT SUCH COURTS ARE AN INCONVENIENT FORUM
      OR
      AN IMPROPER FORUM BASED UPON LACK OF VENUE. THE EXCLUSIVE CHOICE OF FORUM AS
      SET
      FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT, BY ANY
      SENIOR LENDER, OF ANY JUDGMENT OBTAINED IN ANY OTHER FORUM OR THE TAKING, BY
      ANY
      SENIOR LENDER, OF ANY ACTION TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE
      JURISDICTION, AND THE BORROWER, THE COMPANY AND THE SUBORDINATED LENDER EACH
      HEREBY WAIVE THE RIGHT TO COLLATERALLY ATTACK SUCH JUDGMENT OR ACTION.


     

    27. Jury
      Trial.
      THE
      SENIOR AGENT, THE SUBORDINATED LENDER, THE BORROWER AND THE COMPANY WAIVE TRIAL
      BY JURY IN ANY DISPUTE ARISING FROM, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
      

     

    28. Severability.
      The
      provisions of this Agreement are independent of and separable from each other.
      If any provision hereof shall for any reason be held invalid or unenforceable,
      it is the intent of the parties that such invalidity or unenforceability shall
      not affect the validity or enforceability of any other provision hereof, and
      that this Agreement shall be construed as if such invalid or unenforceable
      provision had never been contained herein.

     

    29. Counterparts.
      This
      Agreement may be executed in any number of separate counterparts, all of which,
      when taken together, shall constitute one and the same instrument,
      notwithstanding the fact that all parties did not sign the same counterpart.
      Receipt of an executed signature page to this Agreement by facsimile or other
      electronic transmission shall constitute effective delivery
      thereof.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    30. Sections.
      The
      section headings used in this Agreement are for convenience only and shall
      not
      affect the interpretation of any of the provisions hereof.

     

    31. Defines
      Rights of Creditors.
      The
      provisions of this Agreement are solely for the purpose of defining the relative
      rights of the Senior Lenders and the Subordinated Lender and shall not be deemed
      to create any rights or priorities in favor of any other Person, including
      the
      Borrower and the Company.

    


    [signature
      pages follow]



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      parties hereto have executed this Agreement as of the date first above
      written.

    


    
      	
              BORROWER:

            	
              PAC-VAN,
                INC.

            
	 	 
	 	
              By:

            	
              /s/
                Theodore M. Mourouzis

            
	 	
               
                Theodore M. Mourouzis, President

            
	 	 
	
              COMPANY:

            	
              GFN
                NORTH AMERICA CORP.

            
	 	 
	 	
              By:

            	
              /s/
                John O. Johnson

            
	 	
               
                John O. Johnson, Chief Operating Officer

            
	 	 
	
              SENIOR
                AGENT:

            	
              LAMINAR
                DIRECT CAPITAL, L.L.C.

            
	 	 
	 	
              By:

            	
              /s/
                Robert T. Ladd

            
	 	
               
                Robert T. Ladd, Authorized Signatory

            
	 	 
	
              SUBORDINATED
                LENDER:

            	
              D.
                E. SHAW LAMINAR PORTFOLIOS, L.L.C.

            
	 	 
	 	
              By:

            	
              /s/
                Robert T. Ladd

            
	 	
               
                Robert T. Ladd, Authorized
                Signatory

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      I

     

    NOTICE
      ADDRESSES

     

    BORROWER:

    


    Pac-Van,
      Inc.

    2995
      South Harding Street

    Indianapolis,
      Indiana 46225

    Attention:
      Theodore M. Mourouzis

    Facsimile:
      (317) 644-3117

    


    COMPANY:

    


    GFN
      North
      America Corp.

    39
      East
      Union Street

    Pasadena,
      California 91103

    Attention:
      Christopher A. Wilson, Esq.

    Facsimile:
      (626) 795-8090

    


    SENIOR
      AGENT:

    


    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


    


    D.
      E.
      Shaw Laminar Portfolios, L.L.C.

    10000
      Memorial Dr., Suite 500

    Houston,
      Texas 70024

    Telephone:
      (713)
      292-5404

    Facsimile:
      (713)
      292-5454

    Attention:
      Debbie
      Blank