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.) 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 INVESTMENT AGREEMENT
dated as of October 1, 2008
by and among
GFN NORTH AMERICA CORP.
as Parent,
PAC-VAN, INC.,
as the Borrower,
and
LAMINAR DIRECT CAPITAL, L.L.C.,
as a Lender and as Collateral Agent,
and
THE OTHER LENDERS PARTY HERETO
$25,000,000 Senior Subordinated Secured Notes due February 2, 2013
TABLE OF CONTENTS
Section
Page
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
2
1.01
Defined Terms.
2
1.02
Other Interpretive Provisions.
19
1.03
Accounting Terms.
19
1.04
Rounding.
20
1.05
References to Agreements and Laws.
20
1.06
Times of Day.
20
ARTICLE II. NOTES AND WARRANTS
20
2.01
Authorization and Issuance of the Notes and Warrants.
20
ARTICLE III. PURCHASE AND SALE
20
3.01
Purchase and Sale of the Notes and Warrants.
20
ARTICLE IV. TERMS OF NOTES
21
4.01
Repayment of Principal.
21
4.02
Repayments of Interest.
21
4.03
Mandatory Prepayments of the Notes.
22
4.04
Optional Prepayments of the Notes.
24
4.05
Mandatory Offer to Prepay upon a Change of Control.
24
4.06
Direct Payment.
25
4.07
Taxes.
25
4.08
Applicable High Yield Discount Obligation Mandatory Prepayment.
26
ARTICLE V. CONDITIONS PRECEDENT TO CLOSING
26
5.01
Conditions To Closing.
26
ARTICLE VI. REPRESENTATIONS AND WARRANTIES
30
6.01
Existence, Qualification and Power; Compliance with Laws.
30
6.02
Authorization; No Contravention.
30
6.03
Governmental Authorization; Other Consents.
31
6.04
Binding Effect.
31
6.05
Financial Statements; No Material Adverse Effect; No Internal Control Event.
31
6.06
Litigation.
31
6.07
No Default.
32
6.08
Ownership of Property; Liens.
32
6.09
Use of Proceeds.
32
6.10
Environmental Compliance.
32
6.11
Insurance.
32
6.12
Taxes.
33
6.13
ERISA Compliance.
33
6.14
Subsidiaries; Equity Investments
33
6.15
Margin Regulations; Investment Company Act.
34
6.16
Disclosure.
34
6.17
Compliance with Laws.
34
6.18
Intellectual Property; Licenses, Etc.
34
6.19
Solvency.
34
6.20
Compliance with