Unassociated Document


    Exhibit
      10.3

     

    INVESTMENT
      MANAGEMENT TRUST AGREEMENT

     

    This
      Agreement (this “Agreement”)
      is
      made as of April 5, 2006 by and between General Finance Corporation (the
“Company”)
      and
      Continental Stock Transfer & Trust Company (the “Trustee”).

     

    WHEREAS,
      the Company has entered into an Underwriting Agreement (“Underwriting
      Agreement”)
      with
      Morgan Joseph & Co. Inc. (“Morgan
      Joseph”)
      acting
      as the representative (the “Representative”)
      of the
      underwriters (collectively, the “Underwriters”),
      pursuant to which, among other matters, the Underwriters have agreed to purchase
      from the Company, and effect a public offering (the “IPO”)
      of,
      7,500,000 Units (“Units”),
      each
      Unit consisting of one share of the Company’s common stock, par value $.0001 per
      share (“Common
      Stock”),
      and
      one Warrant, to purchase one share of Common Stock, all as more fully described
      in the Company’s final Prospectus comprising part of the Company’s Registration
      Statement on Form S-1 (File No. 333-129830) under the Securities Act of 1933,
      as
      amended (“Registration
      Statement”);

     

    WHEREAS,
      prior to the closing of the IPO, the Company will sell 583,333 Warrants to
      two
      officers of the Company (the “Private
      Placement”);

     

    WHEREAS,
      the Registration Statement has been declared effective as of the date hereof
      by
      the Securities and Exchange Commission (“Effective
      Date”);

     

    WHEREAS,
      as described in the Registration Statement, funds (the “Property”)
      constituting a portion of the proceeds of the Private Placement and the IPO
      will
      be delivered to the Trustee to be deposited and held in a trust account for
      the
      benefit of the Company and the holders of the Common Stock (the “Public
      Stockholders,”
and
      collectively with the Company, the “Beneficiaries”)
      issued
      in the IPO as part of the Units (such shares, excluding shares of Common Stock
      issued upon exercise of Warrants issued in the IPO, the “IPO
      Shares”);
      and

     

    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the
      Property.

     

    IT
      IS
      AGREED: 

     

    1.  Agreements
      and Covenants of Trustee.
      The
      Trustee hereby agrees and covenants to:

     

    (a)  Hold
      the
      Property in trust for the Beneficiaries in accordance with the terms of this
      Agreement (“Trust
      Account”)
      established by the Trustee at a branch of JP Morgan Chase NY Bank in conjunction
      with an account established at a broker dealer selected by the
      Trustee;

     

    (b)  Manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

     

    (c)  In
      a
      timely manner, upon the instruction of the Company, invest and reinvest the
      Property in any Government Security. As used herein, “Government
      Security”
means
      any Treasury Bill issued by the United States, having a maturity of one hundred
      and eighty days or less or in money market funds selected by the Company meeting
      the conditions specified in Rule 2a-7 promulgated under the Investment
      Company Act of 1940, as amended, as determined by the Company;

     

    (d)  Collect
      and receive, when due, all principal and income arising from the Property,
      which
      shall become part of the “Property”;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (e)  Notify
      the Company and the Representative of all communications received by it with
      respect to any Property requiring action by the Company;

     

    (f)  Supply
      any necessary information or documents as may be requested by the Company in
      connection with the Company’s preparation of the tax returns for the Trust
      Account;

     

    (g)  Participate
      in any plan or proceeding for protecting or enforcing any right or interest
      arising from the Property if, as and when instructed by the Company and Morgan
      Joseph;

     

    (h)  Render
      to
      the Company and to the Representative, and to such other persons as the Company
      may from time to time instruct, monthly written statements of the activities
      of
      and amounts in the Trust Account reflecting all receipts and disbursements
      of
      the Trust Account;

     

    (i)  Upon
      written instructions from the Company, the Trustee shall disburse funds by
      bank
      wire transfer out of the Property in the Trust Account to the Company’s bank
      account in an amount specified by the Company, as required to pay its income
      tax
      liability, if any, relating to interest earned on the Property;

     

    (j)  Upon
      receipt of a letter (a “Termination
      Letter”),
      in a
      form substantially similar to that attached hereto as either Exhibit A or
      Exhibit B, signed on behalf of the Company by its Chief Executive Officer or
      Chairman of the Board and affirmed by a majority of its Board of Directors,
      comply with the instructions set forth in the letter regarding the liquidation
      of the Trust Account, including distribution of the Property in the Trust
      Account only as directed in the Termination Letter and the other documents
      referred to therein; and

     

    (k)  If
      the
      Trustee shall not have received a Termination Letter on or prior to the
      Distribution Date, promptly following the Distribution Date the Trustee shall
      liquidate the Trust Account in accordance with the procedures set forth in
      the
      Termination Letter attached as Exhibit B to the Public Stockholders of record
      as
      of a record date fixed by the Trustee, which record date shall be within ten
      days of the liquidation date, or as soon thereafter as is practicable. For
      purposes of this Agreement, the “Distribution Date” shall mean October 5, 2007
[18
      months from the Effective Date]
      or, if
      on or prior to such date the Trustee has received a certification from the
      Company substantially in the form of Exhibit C, the date that is two years
      from
      the Effective Date.

     

    2.  Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants to:

     

    (a)  Give
      all
      instructions to the Trustee hereunder in writing, signed by an Authorized
      Individual. The “Authorized
      Individuals”
shall
      be those individuals from time to time designated in writing to the Trustee
      by
      the Company as “Authorized Officers,” provided that each such individual must be
      an executive officer or Chairman of the Board of the Company. The initial
      Authorized Individuals are identified in Exhibit D to this Agreement. In
      addition, except with respect to its duties under Section 1(j) above, the
      Trustee shall be entitled to rely on, and shall be protected in relying on,
      any
      verbal or telephonic advice or instruction which it in good faith believes
      to be
      given by any one of the persons authorized above to give written instructions,
      provided that the Company shall promptly confirm such instructions in
      writing;

     

    (b)  Hold
      the
      Trustee harmless and indemnify the Trustee from and against any and all
      expenses, including reasonable counsel fees and disbursements, or loss suffered
      by the Trustee in connection with any action, suit or other proceeding brought
      against the Trustee involving any claim, or in connection with any claim or
      demand which in any way arises out of or relates to this Agreement, the services
      of the Trustee hereunder, or the Property or any income earned from investment
      of the Property, except for expenses and losses resulting from the Trustee’s
      gross negligence or willful misconduct. Promptly after the receipt by the
      Trustee of notice of demand or claim or the commencement of any action, suit
      or
      proceeding, pursuant to which the Trustee intends to seek indemnification under
      this paragraph, it shall notify the Company in writing of such claim
      (hereinafter referred to as the “Indemnified
      Claim”).
      The
      Trustee shall have the right to conduct and manage the defense against such
      Indemnified Claim, provided,
      however,
      that
      the Trustee shall obtain the consent of the Company with respect to the
      selection of counsel, which consent shall not be unreasonably withheld. The
      Company may participate in such action with its own counsel;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  Pay
      the
      Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000 (it
      being expressly understood that the Property shall not be used to pay such
      fee).
      The Company shall pay the Trustee the initial acceptance fee and first year’s
      fee on the Effective Date and thereafter on the anniversary of the Effective
      Date. The Trustee shall refund to the Company the fee (on a pro rata basis)
      with
      respect to any period after the liquidation of the Trust Account. The Company
      shall not be responsible for any other fees or charges of the Trustee except
      as
      may be provided in Section 2(b) of this Agreement (it being expressly understood
      that the Property shall not be used to make any payments to the Trustee under
      such paragraph);

     

    (d)  In
      connection with any vote of the Company’s stockholders regarding a Business
      Combination (as defined in the Certificate of Incorporation of the Company),
      provide to the Trustee an affidavit or certificate of a firm regularly engaged
      in the business of soliciting proxies and tabulating stockholder votes (which
      firm may be the Trustee) verifying the number of votes of the Company’s
      stockholders for and against such Business Combination.

     

    3.  Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

     

    (a)  Take
      any
      action with respect to the Property, other than as directed in Section 1 of
      this
      Agreement and the Trustee shall have no liability to any party except for
      liability arising out of its own gross negligence or willful
      misconduct;

     

    (b)  Institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Property unless and until it shall have received instructions from the
      Company given as provided herein to do so and the Company shall have advanced
      or
      guaranteed to it funds sufficient to pay any expenses incident
      thereto;

     

    (c)  Change
      the investment of any Property, other than in compliance with Section 1(c)
      of
      this Agreement;

     

    (d)  Refund
      any depreciation in principal of any Property; 

     

    (e)  Assume
      that the authority of any Authorized Officer designated by the Company to give
      instructions hereunder shall not be continuing unless provided otherwise in
      such
      designation, or unless the Company shall have delivered a written revocation
      of
      such authority to the Trustee;

     

    (f)  The
      other
      parties hereto or to anyone else for any action taken or omitted by it, or
      any
      action suffered by it to be taken or omitted, in good faith and in the exercise
      of its own best judgment, except for its gross negligence or willful misconduct.
      The Trustee may rely conclusively and shall be protected in acting upon any
      order, notice, demand, certificate, opinion or advice of counsel (including
      counsel chosen by the Trustee), statement, instrument, report or other paper
      or
      document (not only as to its due execution and the validity and effectiveness
      of
      its provisions, but also as to the truth and acceptability of any information
      therein contained) which is believed by the Trustee, in good faith, to be
      genuine and to be signed or presented by the proper person or persons. The
      Trustee shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescission of this agreement or any of the terms hereof, unless
      evidenced by a written instrument delivered to the Trustee signed by the proper
      party or parties and, if the duties or rights of the Trustee are affected,
      unless it shall give its prior written consent thereto;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g)  Verify
      the correctness of the information set forth in the Registration Statement
      or to
      confirm or assure that any Business Combination consummated by the Company
      or
      any other action taken by the Company is as contemplated by the Registration
      Statement;

     

    (h)  Subject
      to the requirements of Section 1(i) of this Agreement, pay any taxes on behalf
      of the Trust Account to any governmental entity or taxing
      authority;

     

    (i)  File
      income tax or information returns with the United States Internal Revenue
      Service and payee statements with the Company, documenting the taxes payable
      by
      the Company, if any, relating to interest earned on the Property;
      or

     

    (j)  Compute,
      confirm or otherwise verify amounts requested by the Company pursuant to
      Section 1(i), above.

     

    4.  Termination.
      This
      Agreement shall terminate as follows: 

     

    (a)  If
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee. At such time that the Company notifies the Trustee that a successor
      trustee has been appointed by the Company and has agreed to become subject
      to
      the terms of this Agreement, the Trustee shall transfer the management of the
      Trust Account to the successor trustee, including but not limited to the
      transfer of copies of the reports and statements relating to the Trust Account,
      whereupon this Agreement shall terminate; provided, however, that if the Company
      does not locate a successor trustee within 90 days of receipt of the resignation
      notice from the Trustee, the Trustee may submit an application to have the
      Property deposited with the United States District Court for the Southern
      District of New York and upon such deposit, the Trustee shall be immune from
      any
      liability whatsoever that arises due to any actions or omissions to act by
      any
      party after such deposit; or

     

    (b)  At
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of Section 1(j) or Section 1(k) of this
      Agreement, and distributed the Property in accordance with the provisions of
      the
      Termination Letter, this Agreement shall terminate except with respect to
      Section 2(b) of this Agreement.

     

    5.  Miscellaneous.

     

    (a)  The
      Company and the Trustee each acknowledge that the Trustee will follow the
      security procedures set forth in the Section 5 with respect to funds transferred
      from the Trust Account. Upon receipt of written instructions, the Trustee will
      confirm such instructions with an Authorized Individual at an Authorized
      Telephone Number listed on the attached Exhibit D. The Company and the Trustee
      will each restrict access to confidential information relating to such security
      procedures to authorized persons. Each party must notify the other party
      immediately if it has reason to believe unauthorized persons may have obtained
      access to such information, or of any change in its authorized personnel. In
      executing funds transfers, the Trustee will rely upon account numbers or other
      identifying numbers of a beneficiary, beneficiary’s bank or intermediary bank,
      rather than names. The Trustee shall not be liable for any loss, liability
      or
      expense resulting from any error in an account number or other identifying
      number, provided it has accurately transmitted the numbers
      provided.

     

    (b)  This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York, without giving effect to conflict of laws. It
      may
      be executed in several counterparts, each one of which shall constitute an
      original, and together shall constitute but one instrument.

     

    (c)  This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. This Agreement or any provision
      hereof may only be changed, amended or modified by a writing signed by each
      of
      the parties hereto; provided,
      however,
      that no
      such change, amendment or modification may be made without the prior written
      consent of Morgan Joseph. As to any claim, cross-claim or counterclaim in any
      way relating to this Agreement, each party waives the right to trial by
      jury.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)  The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the City of New York for purposes of resolving any disputes
      hereunder.

     

    (e)  Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by Express
      Mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

     

    
      	 	
              if
                to the Trustee, to:

            	
              Continental
                Stock Transfer

              &
                Trust Company

              17
                Battery Place

              New
                York, New York 10004

              Attn:
                Steven G. Nelson, Chairman

              Fax
                No.: (212) 509-5150

            
	 	 	 
	 	
              if
                to the Company, to

            	
              General
                Finance Corporation

              260
                South Los Robles, Suite 217

              Pasadena,
                CA 91101

              Attn:
                Ronald F. Valenta

              Fax
                No.: ____________

            
	 	 	 
	 	
              in
                either case with a copy to:

            	
              Morgan
                Joseph & Co. Inc.

              600
                Fifth Avenue, 19th Floor

              New
                York, New York 10020

              Attn:
                Michael Powell

              Fax
                No.: (212) 218-3719

            
	 	 	 
	 	
              and

            	
              Troy
                & Gould PC

              1801
                Century Park East, Suite 1600

              Los
                Angeles, CA 90067-2367

              Attn:
                Alan B. Spatz, Esq.

              Fax
                No.: (310) 789-1431

            
	 	 	 
	 	 	
              McDermott
                Will & Emery LLP

              340
                Madison Avenue

              New
                York, NY 10017

              Attn:
                Joel L. Rubinstein, Esq.

              Fax
                No.: (212) 547-5444

            


    

    


    (f)  This
      Agreement may not be assigned by the Trustee without the prior written consent
      of the Company and the Representative.

     

    (g)  Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder. The Trustee acknowledges
      and agrees that it shall not make any claims or proceed against the Trust
      Account, including by way of set-off, and shall not be entitled to any funds
      in
      the Trust Account under any circumstance.

     

    REMAINDER
      OF PAGE LEFT BLANK

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

     

    
      	 	 	 
	 	
              CONTINENTAL
                STOCK TRANSFER & TRUST COMPANY, as Trustee

            
	 
 	 
 	 
 
	 	By:  	/s/ Steven
              Nelson 
	 	Name:
	 	
              Title:

            


    

    
      	 	 	 
	 	 	 
	 	
              GENERAL
                FINANCE CORPORATION

            
	 
 	 
 	 
 
	 	By:  	/s/ Ronald
              F. Valenta 
	 	Name:
	 	
              Title:

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    EXHIBIT
      A

     

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    Continental
      Stock Transfer

    &
      Trust Company 

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven G. Nelson 

     

    Re: Trust
      Account No. [ ] Termination Letter 

     

    Gentlemen:
      

     

    Reference
      is made to that certain Investment Management Trust Agreement between General
      Finance Corporation (the “Company”) and Continental Stock Transfer & Trust
      Company (the “Trustee”) dated as of __________, 2006 (the “Trust Agreement”).
      Capitalized terms used in this letter shall have the meanings ascribed to them
      in the Trust Agreement unless otherwise defined in this letter.

     

    Pursuant
      to Section 1(j) of the Trust Agreement, the Company hereby advises you that
      it
      has entered into a definitive agreement to consummate a Business Combination
      with _____. The Company anticipates that the Business Combination will be
      consummated on or about [insert date]. The Company shall notify you at least
      48
      hours in advance of the actual date of the consummation of the Business
      Combination (the “Consummation Date”).

     

    In
      accordance with paragraph B of Article Sixth of the Certificate of Incorporation
      of the Company, the Business Combination has been approved by the stockholders
      of the Company and by the Public Stockholders holding a majority of the IPO
      Shares, and Public Stockholders holding less than 20% of the IPO Shares have
      voted against the Business Combination and given notice of exercise of their
      conversion rights described in paragraph C of Article Sixth of the Certificate
      of Incorporation of the Company. Pursuant to Section 2(d) of the Trust
      Agreement, we are providing you with [an affidavit] [a certificate] of _____,
      which verifies the number of votes of the Company’s stockholders for and against
      the Business Combination.

     

    On
      the
      Consummation Date (a) counsel for the Company shall deliver to you written
      notification that the Business Combination has been consummated and (b) the
      Company shall deliver to you written instructions with respect to the transfer
      of the funds held in the Trust Account (the “Instruction Letter”). You are
      hereby directed and authorized to transfer the funds held in the Trust Account
      immediately upon your receipt of the counsel’s letter and the Instruction
      Letter, in accordance with the terms of the Instruction Letter. If certain
      deposits held in the Trust Account may not be liquidated by the Consummation
      Date without penalty, you will notify the Company of the same and the Company
      shall direct you as to whether such funds should remain in the Trust Account
      and
      distributed after the Consummation Date to the Company. Upon the distribution
      of
      all the funds in the Trust Account pursuant to the terms hereof, the Trust
      Agreement shall be terminated.

     

    If
      the
      proposed Business Combination is not consummated on the Consummation Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then you shall reinvest
      the funds held in the Trust Account as provided in the Trust Agreement on the
      business day immediately following the Consummation Date as set forth in the
      notice.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      undersigned directors constitute a majority of the Board of Directors of the
      Company as of the date of this letter.

     

    
      	 	 	 
	 	
              Very
                truly yours,

            
	 	 
	 	
              GENERAL
                FINANCIAL CORPORATION

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
	 	
              Title:

            


    

    
      	 	 	 
	 	
              AFFIRMED

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
	 	Title:
              Director


    

     

    
      
        	 	 	 
	 	
                 

              
	 
 	 
 	 
 
	 	     	 
	 	
                

                Name:
	 	Title:
                Director
	 	 
	 	 
	 	 
	 	
                

                Name:
	 	Title:
                Director
	 	 
	 	
              
	 	
                

                Name:
	 	Title:
                Director


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    Continental
      Stock Transfer

    &
      Trust Company 

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven G. Nelson 

     

    Re:
      Trust
      Account No. [ ] Termination Letter 

     

    Gentlemen:
      

     

    Reference
      is made to that certain Investment Management Trust Agreement between General
      Finance Corporation (the “Company”) and Continental Stock Transfer & Trust
      Company (the “Trustee”) dated as of ____________, 2006 (the “Trust Agreement”).
      Capitalized terms used in this letter shall have the meanings ascribed to them
      in the Trust Agreement unless otherwise defined in this letter.

     

    Pursuant
      to Section 1(j) of the Trust Agreement, the Company hereby advises you that
      the
      Board of Directors of the Company has voted to dissolve and liquidate the
      Company. Attached hereto is a copy of the minutes of the meeting of the Board
      of
      Directors of the Company relating thereto, certified by the Secretary of the
      Company as true and correct and in full force and effect.

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      liquidate the Trust Account to the Public Stockholders. In connection with
      this
      liquidation, you are hereby authorized to establish a record date for the
      purposes of determining the Public Stockholders of record entitled to receive
      their pro rata share of the Trust Account. The record date shall be within
      ten
      days of the liquidation date, or as soon thereafter as is
      practicable.

     

    You
      shall
      notify the Company in writing as to when all of the funds in the Trust Account
      will be available for immediate transfer (“Transfer Date”) in accordance with
      the terms of the Trust Agreement. You shall commence distribution of such funds
      in accordance with the terms of the Trust Agreement and you shall oversee the
      distribution of the funds. Upon the payment of all the funds in the Trust
      Account, the Trust Agreement shall be terminated.

     

    The
      undersigned directors constitute a majority of the Board of Directors of the
      Company as of the date of this letter.

    
       

      
        	 	 	 
	 	
                Very
                  truly yours,

              
	 	
                GENERAL
                  FINANCIAL CORPORATION

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:
	 	
                Title:

              


      

      
      

      
        	
              	 	 
	 	By:  	 
	 	
                

                Name:
	 	
                Title:

              


      

      
        	 	 	 
	 	
                AFFIRMED

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:
	 	Title:
                Director


      

       

      
        
          	 	 	 
	 	
                   

                
	 
 	 
 	 
 
	 	     	 
	 	
                  

                  Name:
	 	Title:
                  Director
	 	 
	 	 
	 	 
	 	
                  

                  Name:
	 	Title:
                  Director
	 	 
	 	
                
	 	
                  

                  Name:
	 	Title:
                  Director


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    Continental
      Stock Transfer

    &
      Trust Company 

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven G. Nelson 

     

    Re:
      Trust
      Account No. [ ] Termination Letter 

     

    Gentlemen:
      

     

    Reference
      is made to that certain Investment Management Trust Agreement between General
      Finance Corporation (the “Company”) and Continental Stock Transfer & Trust
      Company (the “Trustee”) dated as of ____________, 2006 (the “Trust Agreement”).
      Capitalized terms used in this letter shall have the meanings ascribed to them
      in the Trust Agreement unless otherwise defined in this letter.

     

    The
      Company hereby advises you that it has entered into a letter of intent, an
      agreement in principle or a definitive agreement to complete a Business
      Combination, a copy of which is enclosed. As a result, the Distribution Date
      has
      been extended to , 2008, the second anniversary of the Effective
      Date.

     

    
      	 	 	 
	 	
              Very
                truly yours,

            
	 	 
	 	
              GENERAL
                FINANCIAL CORPORATION

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name:

              Title:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    
      	
               

              AUTHORIZED
                INDIVIDUAL(S)

              FOR
                TELEPHONE CALL BACK 

            	 	
               

              AUTHORIZED

              TELEPHONE
                NUMBER(S) 

            
	
              Company:

            	 	 
	
              Ronald
                Valenta

            	 	
              (626)
                795-0040

            
	
              John
                O. Johnson

            	 	 
	
              Trustee:

            	 	 
	
              Continental
                Stock Transfer & Trust Company

            	 	 
	
              17
                Battery Place

            	 	 
	
              New
                York, New York 10004

            	 	 
	
              Attn:
                Steven G. Nelson

            	 	
              (212)
                845-3200