THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE
IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND
INTERCREDITOR AGREEMENT DATED AS OF AUGUST 2, 2006 (AS AMENDED BY THE FIRST
AMENDMENT THERETO DATED AUGUST 23, 2007 AND THE SECOND AMENDMENT THERETO DATED
AS OF SEPTEMBER 23, 2008, THE "SUBORDINATION AGREEMENT") AMONG LAMINAR DIRECT
CAPITAL, L.L.C. (AS SUCCESSOR TO LAMINAR DIRECT CAPITAL L.P.), PAC-VAN, INC.
(THE "COMPANY") AND LASALLE BANK NATIONAL ASSOCIATION (TOGETHER WITH ITS
SUCCESSORS AND ASSIGNS, THE "SENIOR AGENT"), TO THE INDEBTEDNESS (INCLUDING
INTEREST) OWED BY THE COMPANY PURSUANT TO THAT CERTAIN AMENDED AND RESTATED
CREDIT AGREEMENT DATED AS OF AUGUST 23, 2007 AMONG THE COMPANY, THE SENIOR AGENT
AND THE SENIOR LENDERS FROM TIME TO TIME PARTY THERETO (THE "LOAN AGREEMENT"),
AND THE OTHER LOAN DOCUMENTS (AS DEFINED IN THE LOAN AGREEMENT) AS SUCH LOAN
AGREEMENT AND OTHER LOAN DOCUMENTS MAY BE AMENDED, RESTATED, SUPPLEMENTED OR
OTHERWISE MODIFIED FROM TIME TO TIME AND TO INDEBTEDNESS REFINANCING THE
INDEBTEDNESS THEREUNDER AS CONTEMPLATED BY THE SUBORDINATION AGREEMENT; AND EACH
HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE
BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this "Agreement") dated as of October 1, 2008 is by and
among GFN NORTH AMERICA CORP., a Delaware corporation (the "Debtor") and LAMINAR
DIRECT CAPITAL, L.L.C., as collateral agent (in such capacity, the "Agent") for
the for the lenders (collectively, the "Lenders" and each individually, a
"Lender") from time to time party to the Investment Agreement described below.
RECITALS
A. The Lenders have made certain financial accommodations to Pac-Van, Inc., an
Indiana corporation (the "Borrower"), pursuant to that certain Investment
Agreement made and entered into as of August 2, 2006, among the Borrower (as
successor in interest to PVI Acquisition Corporation, an Indiana corporation),
Mobile Office Acquisition Corp., a Delaware corporation ("MOAC"), the Lenders
from time to time party thereto and the Agent (as successor to Laminar Direct
Capital L.P.) (as amended by the First Amendment to Investment Agreement and
Waiver dated as of August 23, 2007 and the Second Amendment to Investment
Agreement dated as of September 23, 2008, the "Original Investment Agreement"),
and as evidenced by the Notes.
B. Pursuant to the Parent Merger Agreement, MOAC has agreed to consummate a
merger (the "Parent Merger") with the Assignor in which the Assignor will be the
surviving corporation and as a result of which the Assignor shall (i) assume all
of the obligations and liabilities of MOAC, including becoming a party to and
assuming all of the obligations of MOAC under the Loan Documents and (ii)
acquire all of the assets of MOAC, including all of the issued and outstanding
Capital Stock of the Borrower.
C. In connection with the transactions contemplated by the Parent Merger
Agreement, (i) the parties to the Original Investment Agreement have agreed to
amend and restate the Original Investment Agreement in the form of that certain
Amended and Restated Investment Agreement dated