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 AUGUST 23, 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.
AMENDED AND RESTATED
CONTINUING UNCONDITIONAL GUARANTY
This AMENDED AND RESTATED CONTINUING UNCONDITIONAL GUARANTY dated as of October
1, 2008 (the "Guaranty"), is executed by GFN NORTH AMERICA CORP, Delaware
corporation (the "Guarantor"), to and for the benefit of LAMINAR DIRECT CAPITAL,
L.L.C., a Delaware limited liability company, in its capacity as collateral
agent (the "Agent") for the Lenders under the Investment Agreement (as
hereinafter defined), whose address is 10000 Memorial Dr., Suite 500 Houston,
Texas 70024, and the Lenders party to the Investment Agreement. Capitalized
terms used but not defined herein shall have the meanings assigned in the
Investment Agreement.
WHEREAS, the Lenders have made certain financial accommodations to Pac-Van,
Inc., an Indiana corporation (the "Borrower"), whose address is 2995 South
Harding Street, Indianapolis, Indiana 46225, arising under and 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 August 23, 2008, the "Original
Investment Agreement") and as evidenced by the Notes;
WHEREAS, in connection with the transactions contemplated by the Original
Investment Agreement and as a condition precedent to the effectiveness of the
Original Investment Agreement and the obligations of the Lenders to make the
financial accommodations to the Borrower thereunder, the Lenders required that
MOAC, which as of the date thereof was the sole shareholder of the Borrower,
execute and deliver to the Agent, for the ratable benefit of the lenders, that
certain Continuing Unconditional Guaranty dated as