REQUIREMENTS OF
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED PURSUANT TO ANY
APPLICABLE STATE SECURITIES LAW. THIS NOTE MAY BE RESOLD ONLY IF REGISTERED
PURSUANT TO THE PROVISIONS OF THE ACT AND QUALIFIED PURSUANT TO APPLICABLE STATE
SECURITIES LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION IS
AVAILABLE, EXCEPT UNDER CIRCUMSTANCES WHERE NEITHER SUCH REGISTRATION,
QUALIFICATION NOR EXEMPTION IS REQUIRED BY LAW.
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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
, 2008, THE "SUBORDINATION AGREEMENT")
AMONG LAMINAR DIRECT CAPITAL, L.L.C. (AS SUCCESSOR TO LAMINAR DIRECT CAPITAL
L.P.) 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.
THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR FEDERAL INCOME TAX
PURPOSES. THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY OF
THE NOTE ARE AVAILABLE UPON REQUEST BY CONTACTING THE CHIEF FINANCIAL OFFICER OF
THE BORROWER 2295 SOUTH HARDING STREET, INDIANAPOLIS, INDIANA 46225."
The Borrower shall, from time to time at the request of any Lender, execute and
deliver to such Lender or to such party or parties as such Lender may designate,
all further instruments as may in such Lender's reasonable opinion be necessary
or advisable to give full force and effect to any Transfer and shall provide to
such Lender or to such party or parties as such Lender may designate all such
information as such Lender reasonably may request.
10.11 Confidentiality; Public Announcements.
(a) Each Lender shall use its best efforts not to make public disclosure of any
information designated by the Borrower in writing as confidential, including
financial terms and financial and organizational information contained in any
documents, statements, certificates, materials or information furnished, or to
be furnished, by the Borrower in connection with the Notes contemplated by this
Agreement; provided, however, that the foregoing shall not be construed, now or
in the future, to apply to any information reflected in any recorded document,
information which is independently developed by such Lender, information
obtained from sources other than the Borrower or information