UNDERWRITING AGREEMENT between GENERAL FINANCE CORPORATION and MORGAN JOSEPH & CO. INC. Dated: March [ l ], 2006Underwriting Agreement • April 3rd, 2006 • General Finance CORP • Blank checks • New York
The undersigned, General Finance Corporation, a Delaware corporation (“Company”), hereby confirms its agreement with Morgan Joseph & Co. Inc. (“Morgan Joseph & Co.”; Morgan Joseph & Co. may also be referred to as “you,” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Morgan Joseph & Co. is acting as Representative (the Representative and the other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • May 17th, 2006 • General Finance CORP • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made and entered into as of April 5, 2006 between General Finance Corporation, a Delaware corporation, with offices at 260 S. Los Robles, Suite 217, Pasadena, California 91101 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
—] Shares General Finance Corporation [—]% Series C Cumulative Redeemable Perpetual Preferred Stock ($0.0001 par value per share) Underwriting AgreementUnderwriting Agreement • April 26th, 2013 • General Finance CORP • Retail-retail stores, nec • New York
General Finance Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [—] shares (the “Firm Shares”) of its [—]% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.0001 par value per share, liquidation preference $100.00 per share (the “Series C Preferred Shares”), to the underwriters listed on Schedule I hereto (the “Underwriters”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to [—] additional shares of Series C Preferred Shares (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are collectively called the “Shares.”
AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 23, 2007 among PAC- VAN, INC., as the Company THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent and...Credit Agreement • October 7th, 2008 • General Finance CORP • Retail-retail stores, nec
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 23, 2007 (this “Agreement”) is entered into among PAC-VAN, INC., an Indiana corporation (the “Company”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, “LaSalle”), as administrative agent and collateral agent for the Lenders, and NATIONAL CITY BANK, as documentation agent for the Lenders.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 18th, 2005 • General Finance CORP • Delaware
This Indemnification Agreement (“Agreement”) is made as of this day of , 200_, by and between General Finance Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”), with reference to the following facts:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 17th, 2006 • General Finance CORP • Blank checks • New York
This Agreement (this “Agreement”) is made as of April 5, 2006 by and between General Finance Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
FIFTH AMENDED AND RESTATED REVOLVING LINE OF CREDIT AGREEMENTLine of Credit Agreement • September 19th, 2007 • General Finance CORP • Blank checks • California
This Fifth Amended and Restated Revolving Line of Credit Agreement (this “Agreement”) is made as of March 29, 2007 by and between General Finance Corporation, a Delaware corporation (“Borrower”), and Ronald F. Valenta (“Lender”), with reference to the following facts.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2009 • General Finance CORP • Retail-retail stores, nec • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated __________, 2009 is entered into by and among General Finance Corporation, a Delaware corporation (the “Company ”), and the stockholders of Company listed on Schedule I attached hereto (each a “Stockholder ” and collectively, the “Stockholders ”).
GUARANTYGuaranty • May 6th, 2008 • General Finance CORP • Retail-retail stores, nec • California
THIS GUARANTY (with all of its modifications, supplements, restatements, extensions, and renewals in effect from time to time, this "Guaranty") dated as of May 1, 2008 ("Effective Date") is made by GENERAL FINANCE CORPORATION, a Delaware corporation ("GFN"), GFN U.S. AUSTRALASIA HOLDINGS, INC., a Delaware corporation ("GFN US"), GFN AUSTRALASIA HOLDINGS PTY LTD, an Australian corporation ("GFN Holdings"), and such other entities which from time to time become parties hereto (individually a "Guarantor" and collectively, "Guarantors"), in favor of BISON CAPITAL AUSTRALIA, L.P., a Delaware limited partnership ("Bison").
AMENDMENT NO. 9 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 19th, 2020 • General Finance CORP • Services-equipment rental & leasing, nec • Illinois
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”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2006 • General Finance CORP • Blank checks • California
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 3, 2006, by and among General Finance Corporation, a Delaware corporation (the “Company”), and the persons executing this Agreement as Investors (each, an “Investor” and collectively, the “Investors”).
Date] [Address] Re: General Finance Corporation Ladies and Gentlemen:General Finance CORP • February 6th, 2006 • Blank checks
This letter will confirm the agreement of the undersigned to purchase warrants (“Warrants”) of General Finance Corporation (“Company”) included in the units (“Units”) being sold in the Company’s initial public offering (“IPO”) upon the terms and conditions set forth herein. Each Unit is comprised of one share of common stock, par value $.0001 per share, of the Company (the “Common Stock”) and two Warrants to each purchase one share of Common Stock. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company’s IPO unless Morgan Joseph & Co. Inc. (“Morgan Joseph & Co.”) and Wedbush Morgan Securities (“Wedbush Morgan”, together with Morgan Joseph & Co., the “Representatives”) informs the Company of its decision to allow earlier separate trading.
ContractSecond Supplemental Indenture • September 18th, 2018 • General Finance CORP • Services-equipment rental & leasing, nec • New York
This SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of ________, 20__, among GENERAL FINANCE CORPORATION, a Delaware corporation (the “Company”), and ___________, as trustee (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • November 18th, 2005 • General Finance CORP • New York
This Warrant Agreement (this “Agreement”) is made and entered into as of , 2006 between General Finance Corporation, a Delaware corporation, with offices at 260 S. Los Robles, Suite 217, Pasadena, California 91101 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
General Finance CorporationGeneral Finance CORP • October 22nd, 2020 • Services-equipment rental & leasing, nec • New York
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • September 18th, 2018 • General Finance CORP • Services-equipment rental & leasing, nec • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______, 20__, is entered into by and between General Finance Corporation, a Delaware corporation (the “Company”), and __________________ (the “Warrant Agent”).
PRELIMINARY SUBSCRIPTION AGREEMENTPreliminary Subscription Agreement • April 28th, 2010 • General Finance CORP • Retail-retail stores, nec
BETWEEN: ROBERT ALLAN (The Employee) AND ROYAL WOLF TRADING AUSTRALIA PTY LTD (Company) EMPLOYMENT AGREEMENTRobert Allan • May 19th, 2011 • General Finance CORP • Retail-retail stores, nec • New South Wales
April 5, 2006 Morgan Joseph & Co. Inc.General Finance CORP • May 17th, 2006 • Blank checks
January 1, 2018 Mr. Ronald F. Valenta La Cañada, CA 91011 Dear Ron:General Finance CORP • January 3rd, 2018 • Services-equipment rental & leasing, nec • California
General Finance Corporation (the “Company”) is pleased to confirm the terms of your employment agreement (this “Agreement”) under which you will serve as the Executive Chairman of the Board of Directors of the Company (the “Board”) commencing on January 1, 2018. The Company is listed on The NASDAQ Stock Market. We believe the position of Executive Chairman will be rewarding and focused upon, but not limited to, the traditional areas of mentoring our new Chief Executive Officer (“CEO”), assisting the CEO in completing his strategic plan and advising on capital allocation and procurement.
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • March 23rd, 2006 • General Finance CORP • Blank checks • California
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of March 22, 2006 among General Finance Corporation, a Delaware corporation (the “Company”), Morgan Joseph & Co. Inc. (“Morgan Joseph”) as representative of the underwriters of the IPO (as defined below) (solely for the purposes of Sections 4 and 6 hereof), and Ronald F. Valenta and John O. Johnson (the “Purchasers”).
May 13, 2011 Payoff LetterSecurities Purchase Agreement • May 19th, 2011 • General Finance CORP • Retail-retail stores, nec
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 8th, 2006 • General Finance CORP • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 8th, 2006 • General Finance CORP • Blank checks • New York
This Stock Escrow Agreement (this “Agreement”) is made and entered into as of ___, 2006, by and among Continental Stock Transfer and Trust Company, a New York corporation (“Escrow Agent”), General Finance Corporation, a Delaware corporation (the “Company”), and the undersigned stockholders (each, a “Stockholder” and collectively, the “Stockholders”) of the Company, with reference to the following facts:
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • May 22nd, 2013 • General Finance CORP • Retail-retail stores, nec • Illinois
This Amendment No. 2 to Credit Agreement is dated as of May 17, 2013 (the “Agreement”), and is among the Lenders identified on the signature pages hereof as Lenders (which Lenders constitute the Required Lenders), WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB”), as administrative agent for the Lenders (WFCF, in that capacity, “Agent”) and Co-Lead Arranger, HSBC BANK USA, N.A., (“HSBC”) as Syndication Agent and Co-Lead Arranger, and PAC-VAN, INC. (“Borrower”).
Executive Services Agreement between Royal Wolf Trading Australia Pty Ltd (ABN 38 069 244 417) and Peter Linden McCannServices Agreement • September 19th, 2007 • General Finance CORP • Blank checks
ContractFirst Supplemental Indenture • June 18th, 2014 • General Finance CORP • Retail-retail stores, nec • New York
This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of June 18, 2014, among GENERAL FINANCE CORPORATION, a Delaware corporation (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • May 17th, 2006 • General Finance CORP • Blank checks • New York
This Stock Escrow Agreement (this “Agreement”) is made and entered into as of April 5, 2006, by and among Continental Stock Transfer and Trust Company, a New York corporation (“Escrow Agent”), General Finance Corporation, a Delaware corporation (the “Company”), and the undersigned stockholders (each, a “Stockholder” and collectively, the “Stockholders”) of the Company, with reference to the following facts:
February 2, 2006 General Finance Corporation 206 S. Los Robles, Suite 217 Pasadena, CA 91101 Morgan Joseph & Co. Inc. 600 Fifth Avenue, 19th Floor New York, New York 10020 Wedbush Morgan Securities 275 Madison Avenue, Suite 1203 New York, New York...General Finance CORP • February 6th, 2006 • Blank checks
Reference is made to that certain letter dated as of November 15, 2005 (the “Original Letter Agreement”) whereby the undersigned officer and/or director of General Finance Corporation (the “Company”) made certain representations to and agreements with Morgan Joseph & Co. Inc. (“Morgan Joseph”) and Wedbush Morgan Securities (“Wedbush Morgan”) in connection with the initial public offering of the securities of the Company (“IPO”). By this letter agreement (the “Supplemental Agreement”), the undersigned hereby agrees to the following:
ContractSubordination Agreement • July 22nd, 2010 • General Finance CORP • Retail-retail stores, nec • New York
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 JULY 16, 2010 (THE “SUBORDINATION AGREEMENT”) BY AND AMONG GENERAL FINANCE CORPORATION (THE “COMPANY”), UNION BANK, N.A. (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, THE “SENIOR LENDER”) AND LAMINAR DIRECT CAPITAL, L.L.C., TO THE INDEBTEDNESS (INCLUDING ACCRUED INTEREST) OWED BY THE COMPANY PURSUANT TO THAT CERTAIN COMMERCIAL CREDIT AGREEMENT DATED AS OF MARCH 28, 2008 BY AND BETWEEN THE COMPANY AND THE SENIOR LENDERS FROM TIME TO TIME PARTY THERETO AND THE OTHER DOCUMENTS RELATED THERETO AS SUCH LOAN AGREEMENT AND OTHER DOCUMENTS HAVE BEEN AMENDED AND MAY BE FURTHER 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 HE
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 7th, 2013 • General Finance CORP • Retail-retail stores, nec • Illinois
This Amendment No. 1 to Credit Agreement is dated as of May 3, 2013 (the “Agreement”), and is among the Lenders identified on the signature pages hereof as Lenders (which Lenders constitute the Required Lenders), WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB ”), as administrative agent for the Lenders (WFCF, in that capacity, “ Agent ”) and Co-Lead Arranger, HSBC BANK USA, N.A., (“ HSBC ”) as Syndication Agent and Co-Lead Arranger, and PAC-VAN, INC. (“ Borrower ”).
ContractGeneral Finance CORP • October 7th, 2008 • Retail-retail stores, nec • Texas
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 (THE "SENIOR DEBT SUBORDINATION AGREEMENT") DATED AS OF OCTOBER 1, 2008 AMONG GFN NORTH AMERICA CORP., D.E. SHAW LAMINAR PORTFOLIOS, L.L.C. 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 SENIOR
GUARANTY AND SURETYSHIP AGREEMENTGuaranty and Suretyship Agreement • July 22nd, 2010 • General Finance CORP • Retail-retail stores, nec • New York
IN CONSIDERATION of credit granted or to be granted by PNC Bank, National Association ("PNC"), and various other financial institutions from time to time (PNC and such other financial institutions are each, a "Lender" and collectively, the "Lenders"), pursuant to that certain Revolving Credit and Security Agreement, dated of even date herewith, by and among Pac-Van, Inc., an Indiana corporation and each other Borrower party thereto (each a "Debtor" and collectively, the "Debtors"), the Guarantors party thereto, the Lenders, Pac-Van Asset Trust, a Delaware statutory trust and PNC, as administrative and collateral agent for the Lenders (in such capacity, the "Agent") (as amended, restated, modified or supplemented from time to time, the "Credit Agreement"), intending to be legally bound hereby, and to induce the Lenders to maintain or extend credit to the Debtors, GFN North America Corp., a Delaware corporation (the "Guarantor"), this 16th day of July, 2010, hereby jointly and severally
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • December 2nd, 2013 • General Finance CORP • Retail-retail stores, nec • Illinois
This Amendment No. 4 to Credit Agreement is dated as of December 2, 2013 (the “Agreement”), and is among the Lenders identified on the signature pages hereof as Lenders (which Lenders 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”), and PAC-VAN, INC., an Indiana corporation (“Borrower”).
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...Investment Agreement • October 7th, 2008 • General Finance CORP • Retail-retail stores, nec • New York
THIS AMENDED AND RESTATED INVESTMENT AGREEMENT (this "Agreement") is made and entered into as of October , 2008, among PAC-VAN, INC., an Indiana corporation (the "Borrower"), GFN NORTH AMERICA CORP. a Delaware corporation (“GFNA"), LAMINAR DIRECT CAPITAL, L.L.C., a Delaware limited liability company, as a Lender and in its capacity as collateral agent (acting in such capacity, the "Collateral Agent") and the other lenders from time to time party hereto (collectively, the "Lenders" and each individually, a "Lender").
