Blueprint




 





 EXHIBIT
10.1


AMENDMENT NO.
9

 

TO AMENDED AND
RESTATED CREDIT AGREEMENT

 

This Amendment No.
9 to Amended and Restated Credit Agreement is dated as of February
14, 2020 (this “Agreement”), and is among
the Persons identified on the signature pages hereof as Lenders
(which Persons constitute the Required Lenders and, as applicable,
all of the Lenders directly affected by the applicable amendments
to be effected by this Agreement), WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association (“Wells Fargo”), as agent
for the Lenders (Wells Fargo, in that capacity, “Agent”), PAC-VAN, INC.,
an Indiana corporation (“Pac-Van”), LONE STAR TANK
RENTAL INC., a Delaware corporation (“Lone Star”), GFN REALTY
COMPANY, LLC, a Delaware limited liability company
(“GFNRC”), and SOUTHERN
FRAC, LLC, a Texas limited liability company (“Southern Frac” and,
together with Pac-Van, Lone Star, and GFNRC, each a
“Borrower”).

 

The Lenders, Agent,
and Borrowers are party to an Amended and Restated Credit Agreement
dated as of April 7, 2014 (as amended, restated, supplemented, or
otherwise modified before the date of this Agreement, the
“Credit
Agreement”).

 

The parties desire
to modify the Credit Agreement in certain respects.

 

The parties
therefore agree as follows:

 

1. Definitions.

 

(a) Defined terms used
but not defined in this Agreement are as defined in the Credit
Agreement.

 

(b) For purposes of
this Agreement, “GFC
2021 Notes Indenture” means, with respect to the GFC
2021 Notes, an Indenture dated as of June 18, 2014, between GFC and
Wells Fargo, as trustee (as supplemented by a First Supplemental
Indenture dated as of June 18, 2014, between GFC and Wells Fargo,
as trustee, as further supplemented by a Second Supplemental
Indenture dated as of October 31, 2018, between GFC and Wells
Fargo, as trustee, and as further amended, restated, supplemented,
or otherwise modified from time to time).

 

2. Increase to Maximum Revolver Amount;
Restructuring of Loans and Commitments.

 

(a)  Borrowers desire (1)
to restructure or otherwise modify the commitments under the Credit
Agreement (including the existing Revolver Commitments), and (2) to
increase the Maximum Revolver Amount by $25,000,000, such that the
Maximum Revolver Amount, after giving effect to that increase and
this Agreement, would increase from $260,000,000 to $285,000,000.
Agent, Lenders, and Borrowers desire that the desired increase to
the Maximum Revolver Amount become effective as of the effective
date of this Agreement. The desired increase to the Maximum
Revolver Commitment to be effected by this Agreement will not
constitute an Increase.

 



 1






 





 

(b) In connection with
the request described in Section 2(a) above, and to induce Agent
and the Lenders to enter into this Agreement, each Borrower hereby
represents to Agent and the Lenders as follows and acknowledges the
following:

 




(1)

that the GFC 2021
Notes Indenture limits the amount of Indebtedness that Borrowers
can incur (including under the Credit Agreement);





 




(2)

that the GFC 2021
Notes Indenture permits Borrowers to incur the following
Indebtedness, among other permitted Indebtedness:





 




(A)

pursuant to clause
(2) of the definition of “Permitted Indebtedness” in
the GFC 2021 Notes Indenture, Indebtedness incurred pursuant to the
Credit Agreement, including any permitted refinancing thereof, in
an aggregate principal amount at any time outstanding not to exceed
the greater of (i) $300,000,000 (or $325,000,000 upon the exercise
in full of up to $25,000,000 in accordion increases under the
Credit Agreement, including as amended by this Agreement),
less the amount of all
required permanent repayments (which are accompanied by a
corresponding permanent commitment reduction thereunder), and (ii)
the Borrowing Base; and





 




(B)

pursuant to clause
(25) of the definition of “Permitted Indebtedness” in
the GFC 2021 Notes Indenture, Indebtedness incurred pursuant to a
Credit and Security Agreement dated October 1, 2012, by and among
Southern Frac, GFN Manufacturing, GFC, and Wells Fargo, as amended
as of the date of the GFC 2021 Notes Indenture (the
“Southern Frac
Credit Facility”), including any permitted refinancing
thereof, in an aggregate principal amount at any time outstanding
not to exceed $15,000,000, less the amount of all required
permanent repayments (which are accompanied by a corresponding
permanent commitment reduction thereunder);





 




(3)

that (A) the
Southern Frac Credit Facility was refinanced under the Credit
Agreement in connection with, and pursuant to, Amendment No. 4; and
(B) in connection with that refinancing, the Revolver Commitments
under the Credit Agreement were increased by $12,000,000;
and





 




(4)

that, as more
particularly described in clauses (2) and (3) above, the GFC 2021
Notes Indenture permits Borrowers to incur Indebtedness under the
Credit Agreement in an aggregate principal amount at any time
outstanding not to exceed $337,000,000 (if Borrowers exercise (or
are deemed to have exercised) in full of up to $25,000,000 in
accordion increases under the Credit Agreement (including as
amended by this Agreement) as described in the GFC 2021 Notes
Indenture, and without regard to the Borrowing Base), less the amount of all required
permanent repayments (which are accompanied by a corresponding
permanent commitment reduction thereunder).





 

(c) In connection with
the request described in Section 2(a) above, Borrowers desire, for
purposes of the Credit Agreement and of the GFC 2021 Notes
Indenture, to retain the ability to effect one or more future
accordion increases in an aggregate amount of up to
$25,000,000.

 



 2






 





 

(d) In connection with
the requests described in Sections 2(a) and 2(c)
above:

 




(1)

the Lenders have
agreed to provide new commitments under the Credit Agreement, to
accept one or more full or partial assignments of existing Loans
and commitments under the Credit Agreement (including, as
applicable, existing Revolving Loans and existing Revolving
Commitments), and/or to otherwise modify their existing Loans and
commitments under the Credit Agreement (including, as applicable,
their existing Revolving Loans and their existing Revolver
Commitments); and





 




(2)

the parties desire
that the desired restructuring or other modification of the Loans
and commitments under the Credit Agreement (including, as
applicable, the existing Revolving Loans and the existing Revolver
Commitments) become effective as of the effective date of this
Agreement.





 

3. Amendments to Credit
Agreement.

 

(a) Section 1 of the
Credit Agreement is hereby amended by inserting the following new
Section 1.8 after Section 1.7:

 

“           1.8           Divisions.
For all purposes under the Loan Documents, in connection with any
division or plan of division under Delaware law (or any comparable
event under a different jurisdiction’s laws): (a) if any
asset, right, obligation, or liability of any Person becomes the
asset, right, obligation, or liability of a different Person, then
it shall be deemed to have been transferred from the original
Person to the subsequent Person, and (b) if any new Person comes
into existence, such new Person shall be deemed to have been
organized on the first date of its existence by the holders of its
Equity Interests at such time.”

 

(b) Section 2.4(a)(i)
of the Credit Agreement is hereby amended to read in its entirety
as follows:

 

“           (i)           Except
as otherwise expressly provided herein, all payments by Borrowers
shall be made to Agent’s Account for the account of the
Lender Group and shall be made in immediately available funds, no
later than 3:30 p.m. on the date specified herein; provided that, for the
avoidance of doubt, any payments deposited into a Controlled
Account shall be deemed not to be received by Agent on any Business
Day unless immediately available funds have been credited to
Agent’s Account prior to 3:30 p.m. on such Business Day. Any
payment received by Agent in immediately available funds in
Agent’s Account later than 3:30 p.m. shall be deemed to have
been received (unless Agent, in its sole discretion, elects to
credit it on the date received) on the following Business Day and
any applicable interest or fee shall continue to accrue until such
following Business Day.”

 

(c) Section 2.6(a) of
the Credit Agreement is hereby amended by replacing “Except
as provided in Section
2.6(c)” with “Except as provided in Section 2.6(c) and Section
2.12(d)”.

 



 3






 





 

(d) The proviso to
Section 2.11(f) of the Credit Agreement is hereby amended by
replacing “indemnification under clauses (i) through
(x) above”
with “indemnification under clauses (i) through
(xiii)
above”.

 

(e) Section 2.12(d) of
the Credit Agreement is hereby amended as follows:

 




(1)

by amending Section
2.12(d)(ii) to replace “In the event that any change in
market conditions or any Change in Law shall at any time after the
date hereof” with “Subject to the provisions set forth
in Section
2.12(d)(iii) below, in the event that any change in market
conditions or any Change in Law shall at any time after the date
hereof”; and





 




(2)

by inserting the
following new Section 2.12(d)(iii) after amended Section
2.12(d)(ii):





 

“           (iii)           Effect
of Benchmark Transition Event.

 

(A)           Benchmark
Replacement. Notwithstanding anything to the contrary herein
or in any other Loan Document, upon the occurrence of a Benchmark
Transition Event or an Early Opt-in Election, as applicable, Agent
and Administrative Borrower may amend this Agreement to replace the
LIBOR Rate with a Benchmark Replacement. Any such amendment with
respect to a Benchmark Transition Event will become effective at
5:00 p.m. on the fifth (5th) Business Day after Agent has posted
such proposed amendment to all Lenders and Administrative Borrower
so long as Agent has not received, by such time, written notice of
objection to such amendment from Lenders comprising the Required
Lenders. Any such amendment with respect to an Early Opt-in
Election will become effective on the date that Lenders comprising
the Required Lenders have delivered to Agent written notice that
such Required Lenders accept such amendment. No replacement of the
LIBOR Rate with a Benchmark Replacement pursuant to this
Section
2.12(d)(iii) will occur prior to the applicable Benchmark
Transition Start Date.

 

(B)           Benchmark
Replacement Conforming Changes. In connection with the
implementation of a Benchmark Replacement, Agent will have the
right to make Benchmark Replacement Conforming Changes from time to
time and, notwithstanding anything to the contrary herein or in any
other Loan Document, any amendments implementing such Benchmark
Replacement Conforming Changes will become effective without any
further action or consent of any other party to this
Agreement.

 

(C)           Notices;
Standards for Decisions and Determinations. Agent will
promptly notify Administrative Borrower and the Lenders of (1) any
occurrence of a Benchmark Transition Event or an Early Opt-in
Election, as applicable, and its related Benchmark Replacement Date
and Benchmark Transition Start Date, (2) the implementation of any
Benchmark Replacement, (3) the effectiveness of any Benchmark
Replacement Conforming Changes and (4) the commencement or
conclusion of any Benchmark Unavailability Period. Any
determination, decision or election that may be made by Agent or
Lenders pursuant to this Section 2.12(d)(iii) including
any determination with respect to a tenor, rate or adjustment or of
the occurrence or non-occurrence of an event, circumstance or date
and any decision to take or refrain from taking any action, will be
conclusive and binding absent manifest error and may be made in its
or their sole discretion and without consent from any other party
hereto, except, in each case, as expressly required pursuant to
this Section
2.12(d)(iii).

 



 4






 





 

(D)           Benchmark
Unavailability Period. Upon Administrative Borrower’s
receipt of notice of the commencement of a Benchmark Unavailability
Period, Administrative Borrower may revoke any request for a LIBOR
Borrowing of, conversion to or continuation of LIBOR Rate Loans to
be made, converted or continued during any Benchmark Unavailability
Period and, failing that, Administrative Borrower will be deemed to
have converted any such request into a request for a Borrowing of
or conversion to Base Rate Loans. During any Benchmark
Unavailability Period, the component of Base Rate based upon the
LIBOR Rate will not be used in any determination of the Base
Rate.”

 

(f) Section 5.2 of the
Credit Agreement is hereby amended inserting the following new
sentence at the end of Section 5.2:

 

“Borrowers
and Agent hereby agree that the delivery of the Borrowing Base
Certificate through the Agent’s electronic platform or
portal, subject to Agent’s authentication process, by such
other electronic method as may be approved by Agent from time to
time in its sole discretion, or by such other electronic input of
information necessary to calculate the Borrowing Bases as may be
approved by Agent from time to time in its sole discretion, shall
in each case be deemed to satisfy the obligation of Borrowers to
deliver such Borrowing Base Certificate had been manually executed
by Borrowers and delivered to Agent.”

 

(g) Section 5.6 of the
Credit Agreement is hereby amended inserting the following new
sentence at the end of Section 5.6:

 

“If at any
time the area in which any Real Property that is subject to a
Mortgage is located is designated a “flood hazard area”
in any Flood Insurance Rate Map published by the Federal Emergency
Management Agency (or any successor agency), obtain flood insurance
in such total amount and on terms that are satisfactory to Agent
and all Lenders from time to time, and otherwise comply with the
Flood Laws or as is otherwise satisfactory to Agent and all
Lenders.”

 

(h) Section 5.12 of the
Credit Agreement is hereby amended inserting the following new
sentence at the end of Section 5.12:

 

“Notwithstanding
anything to the contrary contained herein (including Section 5.11 hereof and this
Section 5.12) or in
any other Loan Document, (x) Agent shall not accept delivery of any
Mortgage from any Loan Party unless each of the Lenders has
received 45 days’ prior written notice thereof and Agent has
received confirmation from each Lender that such Lender has
completed its flood insurance diligence, has received copies of all
flood insurance documentation and has confirmed that flood
insurance compliance has been completed as required by the Flood
Laws or as otherwise satisfactory to such Lender and (y) Agent
shall not accept delivery of any joinder to any Loan Document with
respect to any Subsidiary of any Loan Party that is not a Loan
Party, if such Subsidiary that qualifies as a “legal entity
customer” under the Beneficial Ownership Regulation unless
such Subsidiary has delivered a Beneficial Ownership Certification
in relation to such Subsidiary and Agent has completed its Patriot
Act searches, OFAC/PEP searches and customary individual background
checks for such Subsidiary, the results of which shall be
satisfactory to Agent.”

 



 5






 





 

(i) Section 6.4 of the
Credit Agreement is hereby amended inserting the following new
parenthetical clause at the end of Section 6.4 (after “any of
its or their assets” and before the period at the end of
Section 6.4):

 

“(including
by an allocation of assets among newly divided limited liability
companies pursuant to a “plan of
division”)”

 

(j) Section 6.6(a)(i)
of the Credit Agreement is hereby amended by replacing
“greater than or equal to $26,000,000” with
“greater than or equal to the greater of (A) $28,500,000 and
(B) an amount equal to 10% of the Maximum Revolver
Amount”.

 

(k) Section 6.7(g) of
the Credit Agreement is hereby amended by replacing “greater
than or equal to $26,000,000” with “greater than or
equal to the greater of (A) $28,500,000 and (B) an amount equal to
10% of the Maximum Revolver Amount”.

 

(l) Section 6.7(k) of
the Credit Agreement is hereby amended to read in its entirety as
follows:

 

“           (k)           [reserved].”

 

(m) Section 6.10 of the
Credit Agreement is hereby amended as follows:

 




(1)

by deleting the
word “and” at the end of Section 6.10(d);





 




(2)

by amending clause
(3) of Section 6.10(e) to read in its entirety as
follows:





 

“(3) either
(A) Excess Availability is greater than or equal to the greater of
(I) $28,500,000 and (II) an amount equal to 10% of the Maximum
Revolver Amount, or (B) both (I) Excess Availability is greater
than or equal to the greater of (a) $21,375,000 and (b) an amount equal to 7.50% of the
Maximum Revolver Amount, and (II) EBITDA, measured on a
trailing-twelve-months’ basis as of the end of the most
recently completed month for which financial statements have been
provided to Agent pursuant to Section 5.1, is greater than or
equal to $40,000,000;”

 




(3)

by replacing the
period at the end of amended Section 6.10(e) with “,
and”; and





 




(4)

by inserting the
following new Section 6.10(f) immediately after amended Section
6.10(e):





 

“           (f)           so
long as it has been approved by such Borrower’s or its
applicable Subsidiary’s board of directors (or comparable
governing body) in accordance with applicable law, (i) a Permitted
GFC 2021 Notes Refinancing Transaction, and (ii) a Permitted GFC
Series C Preferred Stock Transaction; provided, that, for the
avoidance of doubt, nothing in this Section 6.10 or elsewhere in
this Agreement shall prohibit, impair, or otherwise limit any
applicable Person from effecting, and no consent of Agent or any
Lender shall be required in connection with the consummation of,
any Exempt GFC 2021 Notes Refinancing Transaction or any Exempt GFC
Series C Preferred Stock Transaction.”

 



 6






 





 

(n) Section 14.1(a) of
the Credit Agreement is hereby amended as follows: (1) by deleting
the word “or” at the end of clause (x); (2) by
replacing the semicolon at the end of clause (xi) with “,
or”; and (3) by inserting the following new clauses (xii) and
(xiii) after amended clause (xi):

 

“           (xii)           at
any time that any Real Property is included in the Collateral, add,
increase, renew or extend any Loan, Letter of Credit or Commitment
hereunder until the completion of flood due diligence,
documentation and coverage as required by the Flood Laws or as
otherwise satisfactory to all Lenders, or

 

(xiii)           amend,
modify, or eliminate any of the provisions of Section 13.1 with respect to
assignments to, or participations with, Persons who are Loan
Parties or Affiliates of a Loan Party;”

 

(o) Section 14.1(f) of
the Credit Agreement is hereby amended as follows: (1) by deleting
the word “and” at the end of clause (i); (2) by
replacing the period at the end of clause (ii) with “,
and”; and (3) by inserting the following new clause (iii)
after amended clause (ii):

 

“(iii) any
amendment contemplated by Section 2.12(d)(iii) of this
Agreement in connection with a Benchmark Transition Event or an
Early Opt-in Election shall be effective as contemplated by such
Section
2.12(d)(iii) hereof.”

 

(p) Section 15.11(a) of
the Credit Agreement is hereby amended by inserting the following
new sentence at the end of Section 15.11(a):

 

“Notwithstanding
the provisions of this Section 15.11, Agent shall be
authorized, without the consent of any Lender and without the
requirement that an asset sale consisting of the sale, transfer or
other disposition having occurred, to release any security interest
in any building, structure or improvement located in an area
determined by the Federal Emergency Management Agency to have
special flood hazards provided that such building,
structure or improvement has an immaterial fair market
value.”

 

(q) Section 17 of the
Credit Agreement is hereby amended by inserting the following new
Section 17.17 after existing Section 17.16:

 

“           17.17                      Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan
Documents provide support, through a guarantee or otherwise, for
Hedge Agreements or any other agreement or instrument that is a QFC
(such support, “QFC
Credit Support” and each such QFC a
“Supported
QFC”), the parties acknowledge and agree as follows
with respect to the resolution power of the Federal Deposit
Insurance Corporation under the Federal Deposit Insurance Act and
Title II of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (together with the regulations promulgated
thereunder, the “U.S. Special Resolution
Regimes”) in respect of such Supported QFC and QFC
Credit Support (with the provisions below applicable
notwithstanding that the Loan Documents and any Supported QFC may
in fact be stated to be governed by the laws of the State of New
York and/or of the United States or any other state of the United
States): In the event a Covered Entity that is party to a Supported
QFC (each, a “Covered Party”) becomes
subject to a proceeding under a U.S. Special Resolution Regime, the
transfer of such Supported QFC and the benefit of such QFC Credit
Support (and any interest and obligation in or under such Supported
QFC and such QFC Credit Support, and any rights in property
securing such Supported QFC or such QFC Credit Support) from such
Covered Party will be effective to the same extent as the transfer
would be effective under the U.S. Special Resolution Regime if the
Supported QFC and such QFC Credit Support (and any such interest,
obligation and rights in property) were governed by the laws of the
United States or a state of the United States. In the event a
Covered Party or a BHC Act Affiliate of a Covered Party becomes
subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under the Loan Documents that might otherwise apply
to such Supported QFC or any QFC Credit Support that may be
exercised against such Covered Party are permitted to be exercised
to no greater extent than such Default Rights could be exercised
under the U.S. Special Resolution Regime if the Supported QFC and
the Loan Documents were governed by the laws of the United States
or a state of the United States. Without limitation of the
foregoing, it is understood and agreed that rights and remedies of
the parties with respect to a Defaulting Lender shall in no event
affect the rights of any Covered Party with respect to a Supported
QFC or any QFC Credit Support.”

 



 7






 





 

(r) The definition of
“Anti-Corruption Laws” in Schedule 1.1 to the Credit
Agreement is hereby amended by deleting “, money
laundering”.

 

(s) The definition of
“Bank Product Provider” in Schedule 1.1 to the Credit
Agreement is hereby amended by replacing “ceases to be a
Lender thereunder” with “ceases to be a Lender
hereunder”.

 

(t) The definition of
“Borrowing Base Certificate” in Schedule 1.1 to the
Credit Agreement is hereby amended to read in its entirety as
follows:

 

“           “Borrowing
Base Certificate” means a certificate substantially in
the form of Exhibit
B-1 to the Agreement, which such form of Borrowing Base
Certificate may be amended, restated, supplemented, or otherwise
modified from time to time (including without limitation, changes
to the format thereof), as approved by Agent in Agent’s sole
discretion.”

 

(u) The definition of
“Fixed Charges” in Schedule 1.1 to the Credit Agreement
is hereby amended by replacing “Section 6.7(i)” with
“Section
6.7(j)”.

 

(v) The definition of
“Fixed Charge Coverage Ratio” in Schedule 1.1 to the
Credit Agreement is hereby amended by replacing “Section 6.7(i)” with
“Section
6.7(j)”.

 

(w) The definition of
“Maximum Revolver Amount” in Schedule 1.1 to the Credit
Agreement is hereby amended by replacing “$260,000,000”
with “$285,000,000”.

 

(x) Schedule 1.1 to the
Credit Agreement is hereby further amended by inserting each of the
following new definitions in appropriate alphanumeric
order:

 

“           “Amendment
No. 9 Effective Date” means February 14,
2020.

 

“Benchmark Replacement”
means the sum of: (a) the alternate benchmark rate (which may
include Term SOFR) that has been selected by Agent and
Administrative Borrower giving due consideration to (i) any
selection or recommendation of a replacement rate or the mechanism
for determining such a rate by the Relevant Governmental Body or
(ii) any evolving or then-prevailing market convention for
determining a rate of interest as a replacement to the LIBOR Rate
for United States dollar-denominated syndicated credit facilities
and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark
Replacement as so determined would be less than zero, the Benchmark
Replacement shall be deemed to be zero for the purposes of this
Agreement.

 

“Benchmark Replacement
Adjustment” means, with respect to any replacement of
the LIBOR Rate with an Unadjusted Benchmark Replacement for each
applicable Interest Period, the spread adjustment, or method for
calculating or determining such spread adjustment, (which may be a
positive or negative value or zero) that has been selected by Agent
and Administrative Borrower giving due consideration to (i) any
selection or recommendation of a spread adjustment, or method for
calculating or determining such spread adjustment, for the
replacement of the LIBOR Rate with the applicable Unadjusted
Benchmark Replacement by the Relevant Governmental Body or (ii) any
evolving or then-prevailing market convention for determining a
spread adjustment, or method for calculating or determining such
spread adjustment, for the replacement of the LIBOR Rate with the
applicable Unadjusted Benchmark Replacement for United States
dollar-denominated syndicated credit facilities at such
time.

 

“Benchmark Replacement Conforming
Changes” means, with respect to any Benchmark
Replacement, any technical, administrative or operational changes
(including changes to the definition of “Base Rate”,
the definition of “Interest Period”, timing and
frequency of determining rates and making payments of interest and
other administrative matters) that Agent decides may be appropriate
to reflect the adoption and implementation of such Benchmark
Replacement and to permit the administration thereof by Agent in a
manner substantially consistent with market practice (or, if Agent
decides that adoption of any portion of such market practice is not
administratively feasible or if Agent determines that no market
practice for the administration of the Benchmark Replacement
exists, in such other manner of administration as Agent decides is
reasonably necessary in connection with the administration of this
Agreement).

 



 8






 





 

“Benchmark Replacement
Date” means the earlier to occur of the following
events with respect to the LIBOR Rate:

 

(a)           in
the case of clause (a) or (b) of the definition of “Benchmark
Transition Event,” the later of (i) the date of the public
statement or publication of information referenced therein and (ii)
the date on which the administrator of the LIBOR Rate permanently
or indefinitely ceases to provide the LIBOR Rate; or

 

(b)           in
the case of clause (c) of the definition of “Benchmark
Transition Event,” the date of the public statement or
publication of information referenced therein.

 

“Benchmark Transition
Event” means the occurrence of one or more of the
following events with respect to the LIBOR Rate:

 

(a)           a
public statement or publication of information by or on behalf of
the administrator of the LIBOR Rate announcing that such
administrator has ceased or will cease to provide the LIBOR Rate,
permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that
will continue to provide the LIBOR Rate;

 

(b)           a
public statement or publication of information by the regulatory
supervisor for the administrator of the LIBOR Rate, the Federal
Reserve System of the United States (or any successor), an
insolvency official with jurisdiction over the administrator for
the LIBOR Rate, a resolution authority with jurisdiction over the
administrator for the LIBOR Rate or a court or an entity with
similar insolvency or resolution authority over the administrator
for the LIBOR Rate, which states that the administrator of the
LIBOR Rate has ceased or will cease to provide the LIBOR Rate
permanently or indefinitely, provided that, at the time of
such statement or publication, there is no successor administrator
that will continue to provide the LIBOR Rate; or

 

(c)           a
public statement or publication of information by the regulatory
supervisor for the administrator of the LIBOR Rate announcing that
the LIBOR Rate is no longer representative.

 

“Benchmark Transition Start
Date” means (a) in the case of a Benchmark Transition
Event, the earlier of (i) the applicable Benchmark Replacement Date
and (ii) if such Benchmark Transition Event is a public statement
or publication of information of a prospective event, the 90th day
prior to the expected date of such event as of such public
statement or publication of information (or if the expected date of
such prospective event is fewer than 90 days after such statement
or publication, the date of such statement or publication) and (b)
in the case of an Early Opt-in Election, the date specified by
Agent or the Required Lenders, as applicable, by notice to
Administrative Borrower, Agent (in the case of such notice by the
Required Lenders) and the Lenders.

 



 9






 





 

“Benchmark Unavailability
Period” means, if a Benchmark Transition Event and its
related Benchmark Replacement Date have occurred with respect to
the LIBOR Rate and solely to the extent that the LIBOR Rate has not
been replaced with a Benchmark Replacement, the period (x)
beginning at the time that such Benchmark Replacement Date has
occurred if, at such time, no Benchmark Replacement has replaced
the LIBOR Rate for all purposes hereunder in accordance with
Section
2.12(d)(iii) and (y) ending at the time that a Benchmark
Replacement has replaced the LIBOR Rate for all purposes hereunder
pursuant to Section
2.12(d)(iii).

 

“Beneficial Ownership
Certification” means a certification regarding
beneficial ownership as required by the Beneficial Ownership
Regulation.

 

“Beneficial Ownership
Regulation” means 31 C.F.R. §
1010.230.

 

“BHC Act Affiliate” of a
Person means an “affiliate” (as such term is defined
under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of
such Person.

 

“Controlled Account” has
the meaning specified therefor in the Guaranty and Security
Agreement.

 

“Covered Entity” means any
of the following:

 

(a)           a
“covered entity” as that term is defined in, and
interpreted in accordance with, 12 C.F.R. §
252.82(b);

 

(b)           a
“covered bank” as that term is defined in, and
interpreted in accordance with, 12 C.F.R. § 47.3(b);
or

 

(c)           a
“covered FSI” as that term is defined in, and
interpreted in accordance with, 12 C.F.R. §
382.2(b).

 

“Default Right” has the
meaning assigned to that term in, and shall be interpreted in
accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as
applicable.

 

 “Early
Opt-in Election” means the occurrence of:

 

(a) (i) a
determination by Agent or (ii) a notification by the Required
Lenders to Agent (with a copy to Administrative Borrower) that the
Required Lenders have determined that United States
dollar-denominated syndicated credit facilities being executed at
such time, or that include language similar to that contained in
Section
2.12(d)(iii) are being executed or amended, as applicable,
to incorporate or adopt a new benchmark interest rate to replace
the LIBOR Rate, and

 

(b) (i) the
election by Agent or (ii) the election by the Required Lenders to
declare that an Early Opt-in Election has occurred and the
provision, as applicable, by Agent of written notice of such
election to Administrative Borrower and the Lenders or by the
Required Lenders of written notice of such election to
Agent.

 



 10






 





 

“Federal Reserve Bank of New
York’s Website” means the website of the Federal
Reserve Bank of New York at http://www.newyorkfed.org, or any
successor source.

 

“Flood Laws” means the
National Flood Insurance Act of 1968, Flood Disaster Protection Act
of 1973, and related laws, rules and regulations, including any
amendments or successor provisions.

 

“Exempt GFC 2021 Notes Refinancing
Transaction” means a GFC 2021 Notes Refinancing
Transaction that satisfies the following conditions: (a) none of
the Loan Parties and their Subsidiaries is party to such GFC 2021
Notes Refinancing Transaction; (b) none of the Loan Parties and
their Subsidiaries is bound by or subject to the terms and
conditions of such GFC 2021 Notes Refinancing Transaction; (c) none
of the assets of any of the Loan Parties and their Subsidiaries are
subject to the terms and conditions of such GFC 2021 Notes
Refinancing Transaction; (d) the terms and conditions of such GFC
2021 Notes Refinancing Transaction do not require Pac-Van and Lone
Star to declare and pay, and do not anticipate that Pac-Van and
Lone Star will declare and pay, dividends to GFC in excess of the
amounts permitted to be declared and paid pursuant to Section 6.7(j) of the
Agreement; (e) as applicable, such GFC 2021 Notes Refinancing
Transaction establishes a scheduled maturity date for the
applicable Refinancing Indebtedness of not earlier that March 24,
2022; and (f) Borrowers do not request any Borrowings in connection
with and as part of such GFC 2021 Notes Refinancing
Transaction.

 

“Exempt GFC Series C Preferred Stock
Transaction” means a GFC Series C Preferred Stock
Transaction that satisfies the following conditions: (a) none of
the Loan Parties and their Subsidiaries is party to such GFC Series
C Preferred Stock Transaction; (b) none of the Loan Parties and
their Subsidiaries is bound by or subject to the terms and
conditions of such GFC Series C Preferred Stock Transaction; (c)
none of the assets of any of the Loan Parties and their
Subsidiaries are subject to the terms and conditions of such GFC
Series C Preferred Stock Transaction; (d) the terms and conditions
of such GFC Series C Preferred Stock Transaction do not require
Pac-Van and Lone Star to declare and pay, and do not anticipate
that Pac-Van and Lone Star will declare and pay, dividends to GFC
in excess of the amounts permitted to be declared and paid pursuant
to Section 6.7(h)
of the Agreement; and (e) Borrowers do not request any Borrowings
in connection with and as part of such GFC Series C Preferred Stock
Transaction.

 

“GFC 2021 Notes Refinancing
Transaction” means a transaction or series of related
transactions to be consummated after the Amendment No. 9 Effective
Date pursuant to which GFC repays in full, or incurs Refinancing
Indebtedness in respect of, the Indebtedness under and evidenced by
the GFC 2021 Notes.

 

“GFC Series C Preferred Stock
Transaction” means a transaction or series of related
transactions to be consummated after the Amendment No. 9 Effective
Date pursuant to which all or a portion of the Series C Preferred
Stock of GFC is redeemed.

 



 11






 





 

“Permitted GFC 2021 Notes Refinancing
Transaction” means a GFC 2021 Notes Refinancing
Transaction that is not an Exempt GFC 2021 Notes Refinancing
Transaction and that satisfies the following
conditions:

 

(a)           no
Default or Event of Default shall have occurred and be continuing
or would result from the consummation of the proposed GFC 2021
Notes Refinancing Transaction,

 

(b)           both
before and immediately after giving pro forma effect to the consummation of
the proposed GFC 2021 Notes Refinancing Transaction, Excess
Availability is greater than or equal to the greater of (i)
$28,500,000 and (ii) an amount equal to 10% of the Maximum Revolver
Amount,

 

(c)           Borrowers
have provided Agent with (i) written notice of the proposed GFC
2021 Notes Refinancing Transaction at least 15 Business Days prior
to the anticipated closing date of the proposed GFC 2021 Notes
Refinancing Transaction and (ii) not later than 5 Business Days
prior to the anticipated closing date of the proposed GFC 2021
Notes Refinancing Transaction, copies of all material documents
relative to the proposed GFC 2021 Notes Refinancing Transaction,
which documents must not include any covenant or agreement that is
more restrictive or onerous on or with respect to any of the Loan
Parties and their Subsidiaries in any material respect than any
comparable covenant or agreement with respect to the GFC 2021 Notes
as in effect immediately before giving effect to the consummation
of the proposed GFC 2021 Notes Refinancing Transaction,
and

 

(d)           the
terms and conditions of the proposed GFC 2021 Notes Refinancing
Transaction (i) as applicable, establish a scheduled maturity date
for the applicable Refinancing Indebtedness of not earlier that
March 24, 2022, (ii) taken as a whole are no more restrictive or
onerous on or with respect to any of the Loan Parties and their
Subsidiaries than the terms and conditions of the GFC 2021 Notes as
in effect immediately before giving effect to the consummation of
the proposed GFC 2021 Notes Refinancing Transaction, taken as a
whole, and (iii) do not require Pac-Van and Lone Star to declare
and pay, and do not anticipate that Pac-Van and Lone Star will
declare and pay, dividends to GFC in excess of the amounts
permitted to be declared and paid pursuant to Section 6.7(j) of the
Agreement.

 

“Permitted GFC Series C Preferred Stock
Transaction” means a GFC Series C Preferred Stock
Transaction that is not an Exempt GFC Series C Preferred Stock
Transaction and that satisfies the following
conditions:

 

(a)           no
Default or Event of Default shall have occurred and be continuing
or would result from the consummation of the proposed GFC Series C
Preferred Stock Transaction,

 



 12






 





 

(b)           both
before and immediately after giving pro forma effect to the consummation of
the proposed GFC Series C Preferred Stock Transaction, Excess
Availability is greater than or equal to the greater of (i)
$28,500,000 and (ii) an amount equal to 10% of the Maximum Revolver
Amount,

 

(c)           Borrowers
have provided Agent with (i) written notice of the proposed GFC
Series C Preferred Stock Transaction at least 15 Business Days
prior to the anticipated closing date of the proposed GFC Series C
Preferred Stock Transaction and (ii) not later than 5 Business Days
prior to the anticipated closing date of the proposed GFC Series C
Preferred Stock Transaction, copies of all material documents
relative to the proposed GFC Series C Preferred Stock Transaction,
which documents must not include any covenant or agreement that is
more restrictive or onerous on or with respect to any of the Loan
Parties and their Subsidiaries in any material respect than any
comparable covenant or agreement with respect to the Series C
Preferred Stock of GFC as in effect immediately before giving
effect to the consummation of the proposed GFC Series C Preferred
Stock Transaction, and

 

(d)           the
terms and conditions of the proposed GFC Series C Preferred Stock
Transaction (i) taken as a whole are no more restrictive or onerous
on or with respect to any of the Loan Parties and their
Subsidiaries than the terms and conditions of the Series C
Preferred Stock of GFC as in effect immediately before giving
effect to the consummation of the proposed GFC Series C Preferred
Stock Transaction, taken as a whole, and (ii) do not require
Pac-Van and Lone Star to declare and pay, and do not anticipate
that Pac-Van and Lone Star will declare and pay, dividends to GFC
in excess of the amounts permitted to be declared and paid pursuant
to Section 6.7(h)
of the Agreement.

 

“QFC” has the meaning
assigned to the term “qualified financial contract” in,
and shall be interpreted in accordance with, 12 U.S.C. §
5390(c)(8)(D).

 

“QFC Credit Support” has
the meaning specified therefor in Section 17.17 of this
Agreement.

 

“Relevant Governmental
Body” means the Federal Reserve Board and/or the
Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the
Federal Reserve Bank of New York or any successor
thereto.

 

“SOFR” with respect to any
day means the secured overnight financing rate published for such
day by the Federal Reserve Bank of New York, as the administrator
of the benchmark, (or a successor administrator) on the Federal
Reserve Bank of New York’s Website.

 

“Supported QFC” has the
meaning specified therefor in Section 17.17 of this
Agreement.

 



 13






 





 

“Term SOFR” means the
forward-looking term rate based on SOFR that has been selected or
recommended by the Relevant Governmental Body.

 

“Unadjusted Benchmark
Replacement” means the Benchmark Replacement excluding
the Benchmark Replacement Adjustment.

 

“U.S. Special Resolution
Regimes” has the meaning specified therefor in
Section 17.17 of
this Agreement.”

 

(y) Schedule C-1 to the
Credit Agreement is hereby amended to read in its entirety as set
forth in Exhibit A to this Agreement.

 

(z) The portion of
Schedule R-1 to the Credit Agreement describing the Real Property
Collateral located in Memphis, Tennessee, is hereby amended to read
in its entirety as follows:

 


	
“

 

	
Real Property
Address:

 

	
5525 Hickory Hill
Road

Memphis, TN
38141

 

	
 


	
 

	
Property
Description:

 

	
Approximately 8.93
acres.

 

	
”

 






(aa) Schedule 5.1 to the
Credit Agreement is hereby amended as follows:

 




(1)

by amending clause
(l) to replace “6.7(j), or 6.7(k)” with “or
6.7(j)”;
and





 




(2)

by inserting the
following new clause (o) after existing clause (n):





 


	
“

 

	
in connection with
any GFC 2021 Notes Refinancing Transaction or any GFC Series C
Preferred Stock Transaction,

 

	
(o)           (i)
at least 15 Business Days prior to the anticipated closing date
thereof, written notice of such GFC 2021 Notes Refinancing
Transaction or such GFC Series C Preferred Stock Transaction, and
(ii) not later than 5 Business Days prior to the anticipated
closing date thereof, copies of all material documents relative to
such GFC 2021 Notes Refinancing Transaction or such GFC Series C
Preferred Stock Transaction.

 

	
”

 






 

(bb) Schedule 5.2 to the
Credit Agreement is hereby amended as follows:

 




(1)

by amending clause
(a) to read in its entirety as follows:





 

“(a) an
executed Borrowing Base Certificate, which (i) shall be delivered
in accordance with the provisions of Section 5.2 of the Agreement
and (ii) must contain separate calculations of the Borrowing Base
and each Borrowing Base (Individual),”

 




(2)

by deleting the
word “and” at the end of clause (p);





 




(3)

by replacing the
period at the end of clause (q) with “, and”;
and





 



 14






 





 




(4)

by inserting the
following new clause (r) after amended clause (q):





 

“(r) any
change in the information provided in the most recently provided
Beneficial Ownership Certification that would result in a change to
the list of beneficial owners identified in parts (c) or (d) of
such certification.”

 

(cc) Effective as of the
effective date of this Agreement, CIBC Bank USA, a national banking
association, will become a Co-Lead Arranger, a Joint Book Runner,
and a Co-Syndication Agent and East West Bank, a California banking
corporation, will cease to be a Co-Lead Arranger, a Joint Book
Runner, and a Co-Syndication Agent. To effect those changes in
title, the Credit Agreement is hereby further amended as
follows:

 




(1)

the portion of the
cover page to the Credit Agreement identifying the Co-Lead
Arrangers, Joint Book Runners, and Co-Syndication Agents is hereby
amended to read in its entirety as follows:





 


	
“

 

	
WELLS
FARGO BANK, NATIONAL ASSOCIATION,

and

CIBC
BANK USA,as Co-Lead Arrangers, Joint Book Runners, and
Co-Syndication Agents

 

	
”

 









(2)

the first paragraph
of the preamble to the Credit Agreement is hereby amended to read
in its entirety as follows:





 

“           THIS
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered
into as of April 7, 2014, by and among the lenders identified on
the signature pages hereof (each of such lenders, together with its
successors and permitted assigns, is referred to hereinafter as a
“Lender”, as that term is
hereinafter further defined); WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association, as administrative
agent for each member of the Lender Group and the Bank Product
Providers (in such capacity, together with its successors and
assigns in such capacity, “Agent”); effective as of
the Amendment No. 6 Effective Date, WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association, as co-lead arranger
(any institution serving in such capacity, together with its
successors and assigns in such capacity, a “Co-Lead Arranger”);
effective as of the Amendment No. 6 Effective Date, WELLS FARGO
BANK, NATIONAL ASSOCIATION, a national banking association, as a
book runner (any institution serving in such capacity, together
with its successors and assigns in such capacity, a
“Joint Book
Runner”); effective as of the Amendment No. 6
Effective Date, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national
banking association, as syndication agent (any institution serving
in such capacity, together with its successors and assigns in such
capacity, a “Co-Syndication Agent”);
effective as of the Amendment No. 9 Effective Date, CIBC BANK USA,
a national banking association, as Co-Lead Arranger, Joint Book
Runner, and Co-Syndication Agent; PAC-VAN, INC., an Indiana
corporation (“Pac-Van”); LONE STAR TANK
RENTAL INC., a Delaware corporation (“Lone Star”); effective as
of the Amendment No. 2 Effective Date, GFN REALTY COMPANY, LLC, a
Delaware limited liability company (“GFNRC”); effective as of
the Amendment No. 4 Effective Date, SOUTHERN FRAC, LLC, a Texas
limited liability company (“Southern Frac”); and the
Affiliates of Pac-Van, Lone Star, GFNRC, and Southern Frac that may
become a party hereto from time to time (such Subsidiaries,
together with Pac-Van, Lone Star, GFNRC, and Southern Frac, are
referred to hereinafter each individually as a “Borrower”, and
individually and collectively, jointly and severally, as the
“Borrowers”).” 



 




(dd)   
The parties hereby acknowledge that Amendment No. 8 did not
modify or amend the Schedules to the Credit Agreement as in effect
on the Amendment No. 8 Effective Date, except for those
Schedules to the Credit Agreement that were expressly amended
pursuant to Amendment No. 8.

 





 15






 





 

4. Representations. To induce Agent and the
Lenders to enter into this Agreement, each Borrower hereby
represents to Agent and the Lenders as follows:

 




(1)

that that Borrower
is duly authorized to execute and deliver this Agreement and is and
will continue to be duly authorized to borrow monies under the
Credit Agreement, as amended by this Agreement, and to perform its
obligations under the Credit Agreement, as amended by this
Agreement;





 




(2)

that the execution
and delivery of this Agreement and the performance by that Borrower
of its obligations under the Credit Agreement, as amended by this
Agreement, do not and will not conflict with any provision of law
or of the Governing Documents of that Borrower or of any agreement
binding upon that Borrower;





 




(3)

that the Credit
Agreement, as amended by this Agreement, is a legal, valid, and
binding obligation of that Borrower, enforceable against that
Borrower in accordance with its terms, except as enforceability is
limited by bankruptcy, insolvency, or other similar laws of general
application affecting the enforcement of creditors’ rights or
by general principles of equity limiting the availability of
equitable remedies;





 




(4)

that the
representations and warranties set forth in Section 4 of the Credit
Agreement, as amended by this Agreement, are true and correct in
all material respects (but if any representation or warranty is by
its terms qualified by concepts of materiality, that representation
or warranty is true and correct in all respects), in each case with
the same effect as if such representations and warranties had been
made on the date of this Agreement, with the exception that all
references to the financial statements mean the financial
statements most recently delivered to Agent except for such changes
as are specifically permitted under the Credit Agreement and except
to the extent that any such representation or warranty expressly
relates to an earlier date;





 




(5)

that that Borrower
has complied with and is in compliance with all of the covenants
set forth in the Credit Agreement, as amended by this Agreement,
including those set forth in Section 5, Section 6, and Section 7 of
the Credit Agreement; and





 




(6)

that as of the date
of this Agreement, no Default or Event of Default has occurred and
is continuing.





 

5. Conditions. The effectiveness of this
Agreement is subject to satisfaction of the following
conditions:

 




(1)

that Agent has
received the following documents:





 




(A)

this Agreement
executed by Agent, the Lenders, and Borrowers;





 



 16






 





 




(B)

a Guarantor
Acknowledgment in the form attached to this Agreement, executed by
each Guarantor;





 




(C)

each of the other
documents listed in the document checklist attached to this
Agreement as Exhibit B; and





 




(D)

copies (executed or
certified, as appropriate) of all other legal documents or minutes
of proceedings taken in connection with the execution and delivery
of this Agreement to the extent Agent or its counsel reasonably
requests;





 




(2)

that Borrowers have
paid all fees and expenses required to be paid by Borrowers on the
date of this Agreement under this Agreement, the Credit Agreement,
or the other Loan Documents (including, without limitation, all
reasonable documented costs and expenses (including reasonable
documented attorneys’ fees and due diligence expenses)
incurred by Agent in structuring, drafting, and reviewing this
Agreement and the other Loan Documents delivered in connection with
this Agreement);





 




(3)

that Agent has
received evidence satisfactory to Agent that Borrowers will have
Excess Availability plus
Qualified Cash of at least $28,500,000 immediately after giving
effect to the transactions contemplated by this Agreement or to be
effected under the Credit Agreement, as amended by this Agreement
(including, without limitation, the payment of all fees and
expenses required to be paid by Borrowers on or before the
effective date of this Agreement under this Agreement, the Credit
Agreement, or the other Loan Documents); and





 




(4)

that all legal
matters incident to the execution and delivery of this Agreement
are satisfactory to Agent and its counsel.





 

6. Release. Each Loan Party hereby waives
and releases any and all current existing claims, counterclaims,
defenses, or set-offs of every kind and nature which it has or
might have against Agent or any Lender arising out of, pursuant to,
or pertaining in any way to the Credit Agreement, any and all
documents and instruments delivered in connection with or relating
to the foregoing, or this Agreement. Each Loan Party hereby further
covenants and agrees not to sue Agent or any Lender or assert any
claims, defenses, demands, actions, or liabilities against Agent or
any Lender which occurred prior to or as of the date of this
Agreement arising out of, pursuant to, or pertaining in any way to
the Credit Agreement, any and all documents and instruments
delivered in connection with or relating to the foregoing, or this
Agreement.

 

7. Miscellaneous.

 

(a) This Agreement is
governed by, and is to be construed in accordance with, the laws of
the State of Illinois. Each provision of this Agreement is
severable from every other provision of this Agreement for the
purpose of determining the legal enforceability of any specific
provision.

 

(b) This Agreement
binds Agent, the Lenders, and Borrowers and their respective
successors and assigns, and will inure to the benefit of Agent, the
Lenders, and Borrowers and the successors and assigns of Agent and
each Lender.

 



 17






 





 

(c) Except as
specifically modified or amended by the terms of this Agreement,
all other terms and provisions of the Credit Agreement and the
other Loan Documents are incorporated by reference in this
Agreement and in all respects continue in full force and effect.
Each Borrower, by execution of this Agreement, hereby reaffirms,
assumes, and binds itself to all of the obligations, duties,
rights, covenants, terms, and conditions that are contained in the
Credit Agreement and the other Loan Documents.

 

(d) Each reference in
the Credit Agreement to “this Agreement,”
“hereunder,” “hereof,” or words of like
import, and each reference to the Credit Agreement in any and all
instruments or documents delivered in connection therewith, will be
deemed to refer to the Credit Agreement, as amended by this
Agreement.

 

(e) This Agreement is a
Loan Document. Each Borrower acknowledges that Agent’s
reasonable costs and out-of-pocket expenses (including reasonable
attorneys’ fees) incurred in drafting this Agreement and in
amending the Loan Documents as provided in this Agreement
constitute Lender Group Expenses.

 

(f) The parties may
sign this Agreement in several counterparts, each of which will be
deemed to be an original but all of which together will constitute
one instrument.

 

[Signature pages to
follow]

 

 

 



  18









 





The parties are
signing this Amendment No. 9 to Amended and Restated Credit
Agreement as of the date stated in the introductory
clause.


	
 

	
 

	
 

	
 


	
 

	
PAC-VAN,
INC.,

as a
Borrower

 


	
 

	
By:  

	
/s/
Christopher A. Wilson


	
 

	
Name: 

	
Christopher
A. Wilson


	
 

	
Title:

	
Secretary


	
 

	
 

	
 






 



	
 

	
 

	
 

	
 


	
LONE
STAR TANK RENTAL, INC.as a Borrower

	
GFN REALY COMPANY,
LLC,

as a
Borrower

 


	
By:  

	
/s/
Christopher A. Wilson

	
 

	
By:  

	
/s/
Christopher A. Wilson


	
Name: 

	
Christopher
A. Wilson

	
Name: 

	
Christopher
A. Wilson


	
Title:

	
Secretary

	
Title:

	
Secretary


	
 

	
 

	
 






 



	
 

	
 

	
 

	
 


	
SOUTHERN
FRAC, LLC,as a Borrower

 

	
 


	
By:

	
GFN
Manufacturing Corporation,

	
 

	
 


	
 

	
a
Delaware corporation, as Manager

	
 

	
 


	
 

	
 

	
 

	
 


	
By:  

	
/s/
Christopher A. Wilson

	
 

	
 

	
 


	
Name: 

	
Christopher
A. Wilson

	
 

	
 


	
Title:

	
Secretary

	
 

	
 


	
 

	
 

	
 






 

 



Signature page to
Amendment No. 9 to Amended and Restated Credit Agreement
(Pac-Van)









 





 


 


	
 

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK,
NATIONAL ASSOCIATION,

as Agent and as a
Lender

 


	
 

	
By:  

	
/s/
Brian Hynds


	
 

	
Name: 

	
Brian
Hynds


	
 

	
 

	
Its
Authorized Signatory


	
 

	
 

	
 






 

 

 



Signature page to
Amendment No. 9 to Amended and Restated Credit Agreement
(Pac-Van)









 





 


	
 

	
 

	
 

	
 


	
 

	
EAST WEST
BANK,

as a
Lender

 


	
 

	
By:  

	
/s/
Martin Valencia


	
 

	
Name: 

	
Martin
Valencia


	
 

	
 

	
Its
Authorized Signatory






 

 

 



Signature page to
Amendment No. 9 to Amended and Restated Credit Agreement
(Pac-Van)









 





 


 


	
 

	
 

	
 

	
 


	
 

	
CIT BANK,
N.A.,

f/k/a OneWest Bank
N.A.,

successor in
interest to OneWest Bank, FSB,

as a
Lender

 


	
 

	
By:  

	
/s/
Anthony Mase


	
 

	
Name: 

	
Anthony
Mase


	
 

	
 

	
Its
Authorized Signatory






 

 

 



Signature page to
Amendment No. 9 to Amended and Restated Credit Agreement
(Pac-Van)









 





 






	
 

	
 

	
 

	
 


	
 

	
CIBC BANK
USA,

as a Lender,
effective as of the Amendment No. 9 Effective Date, as a Co-Lead
Arranger, as a Joint Book Runnder, and as a Co-Syndication
Agent

 


	
 

	
By:  

	
/s/
Scott Dvornik


	
 

	
Name: 

	
Scott
Dvornik, Managing Director


	
 

	
 

	
Its
Authorized Signatory






 

 

 



Signature page to
Amendment No. 9 to Amended and Restated Credit Agreement
(Pac-Van)









 





 






	
 

	
 

	
 

	
 


	
 

	
KEYBANK, NATIONAL
ASSOCIATION,

as a
Lender

 


	
 

	
By:  

	
/s/
Nadine M. Eames


	
 

	
Name: 

	
Nadine
M. Eames


	
 

	
 

	
Its:
Vice President






 

 

 



Signature page to
Amendment No. 9 to Amended and Restated Credit Agreement
(Pac-Van)









 









 


	
 

	
 

	
 

	
 


	
 

	
BANK HAPOALIM
B.M.,

as a
Lender

 


	
 

	
By:  

	
/s/
Elliot Winter


	
 

	
Name: 

	
Elliott
Winter, Senior Vice President


	
 

	
 

	
Its
Authorized Signatory


	
 

	
 

	
 


	
 

	
By:  

	
/s/
Victor Liu


	
 

	
Name: 

	
Victor
Liu, Vice President


	
 

	
 

	
Its
Authorized Signatory






 

 

 



Signature page to
Amendment No. 9 to Amended and Restated Credit Agreement
(Pac-Van)









 









 


	
 

	
 

	
 

	
 


	
 

	
ASSOCIATED BANK,
N.A.,

as a
Lender

 


	
 

	
By:  

	
/s/
Jason Ward


	
 

	
Name: 

	
Jason
Ward


	
 

	
 

	
Its
Authorized Signatory


	
 

	
 

	
 






 

 

 



Signature page to
Amendment No. 9 to Amended and Restated Credit Agreement
(Pac-Van)









 





 


	
 

	
 

	
 

	
 


	
 

	
BANK OF THE
WEST,

as a
Lender

 


	
 

	
By:  

	
/s/
Emily Stagliano


	
 

	
Name: 

	
Emily
Stagliano


	
 

	
 

	
Its
Authorized Signatory






 

 

 



Signature page to
Amendment No. 9 to Amended and Restated Credit Agreement
(Pac-Van)









 





GUARANTOR
ACKNOWLEDGMENT

 

This Guarantor
Acknowledgment refers to, and is attached to, an Amendment No. 9 to
Amended and Restated Credit Agreement dated as of February 14,
2020, among Pac-Van, Inc., an Indiana corporation
(“Pac-Van”), Lone Star Tank
Rental Inc., a Delaware corporation (“Lone Star”), GFN Realty
Company, LLC, a Delaware limited liability company
(“GFNRC”), Southern Frac,
LLC, a Texas limited liability company (“Southern Frac” and,
together with Pac-Van, Lone Star, and GFNRC, each a
“Borrower”), the Lenders
identified on the signature pages thereof as Lenders, and Wells
Fargo Bank, National Association, a national banking association,
as agent for the Lenders (the “Amendment”). Defined
terms used but not defined in this Guarantor Acknowledgment are as
defined in the Amendment.

 

Each of the
undersigned, in its capacity as a Guarantor, hereby does the
following: (1) consents to the Amendment; (2) acknowledges that the
Amendment does not in any way modify, limit, or release any of its
obligations under the Guaranty and Security Agreement to which it
is a party; (3) ratifies and confirms its obligations under the
Guaranty and Security Agreement to which it is a party and
acknowledges that those obligations continue in full force and
effect; and (4) acknowledges that its consent to any other
modification to any Loan Document will not be required as a result
of the consent set forth in this Guarantor Acknowledgment having
been obtained, except to the extent, if any, required by the
specific terms of that Loan Document.

 

Dated as of the
date of the Amendment.


	
 

	
 

	
 

	
 


	
PV
ACQUISITION CORP.,

an
Alberta corporation

	
GFN MANUFACTURING
CORPORATION,

a Delaware
corporation

 


	
By:  

	
/s/
Christopher A. Wilson

	
 

	
By:  

	
/s/
Christopher A. Wilson


	
Name: 

	
Christopher
A. Wilson

	
Name: 

	
Christopher
A. Wilson


	
Title:

	
Secretary

	
Title:

	
Secretary


	
 

	
 

	
 






 

 

 

Guarantor
Acknowledgment to Amendment No. 9 to Amended and Restated Credit
Agreement (Pac-Van)