General Finance CORP (Form: 8-K/A, Received: 03/31/2017 11:31:30)

Entry Into a Material Definitive Agreement

Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 24, 2017

General Finance Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


001-32845		32-0163571
(Commission File Number)		(I.R.S. Employer Identification No.)

39 East Union Street
Pasadena, California		91103
(Address of Principal Executive Offices)		(Zip Code)

(626) 584-9722

(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (See General Instruction A.2 below):

☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTES

Certain References

References to "we," "us," "our" or the "Company" refer to General Finance Corporation, a Delaware corporation, and its consolidated subsidiaries. These subsidiaries include GFN U.S. Australasia Holdings, Inc., a Delaware corporation ("GFN U.S."); GFN Insurance Corporation, an Arizona corporation ("GFNI"); GFN North America Leasing Corporation, a Delaware corporation; GFN North America Corp., a Delaware corporation; GFN Realty Company, LLC, a Delaware limited liability company; GFN Manufacturing Corporation, a Delaware corporation, and its subsidiary, Southern Frac, LLC, a Texas limited liability company (collectively "Southern Frac"); Royal Wolf Holdings Limited, an Australian corporation publicly traded on the Australian Securities Exchange (collectively with its Australian and New Zealand subsidiaries, "Royal Wolf"); Pac-Van, Inc., an Indiana corporation , and its Canadian subsidiary, PV Acquisition Corp., an Alberta corporation, doing business as "Container King" (collectively "Pac-Van"); and Lone Star Tank Rental Inc., a Delaware corporation ("Lone Star").

TABLE OF CONTENTS


EXHIBIT 10.1		Omnibus Amendment and Reaffirmation Agreement is dated as of March 24, 2017 among Wells Fargo Bank, National Association ("Wells Fargo"), East West Bank ("East West"), CIT Bank, N.A. ("CIT"), the Private Bank and Trust Company (the "Private Bank"), Key Bank, National Association ("Key Bank"), Bank Hapoalim, N.A. ("BHI") and GACP I, L.P. ("Great American" and collectively with Wells Fargo, East West, CIT, Private Bank, Key Bank and BHI, the "Lenders"), GFN Realty Company, LLC, ("GFNRC"), Lone Star Tank Rental Inc. ("Lone Star"), Pac-Van, Inc. ("Pac-Van"), Southern Frac, LLC ("Southern Frac"), PV Acquisition Corp., ("PV Acquisition"), GFN Manufacturing Corporation ("GFN Manufacturing"), and GFN North America Corp. ("GFNNA" and collectively with GFNRC, Southern Frac, Lone Star, Pac-Van, PV Acquisition and GFN Manufacturing, the "Credit Parties")
EXHIBIT 10.2		Pledge Agreement dated March 24, 2017 by GFN Realty Company, LLC ("GFN Realty"), for the benefit of Wells Fargo, as agent for the Lenders
EXHIBIT 10.3		Master Assignment and Assumption Agreement dated March 24, 2017 among Pac-Van, the Lenders, Capital One Business Corp. and HSBC Bank U.S.A.
EXHIBIT 10.4		Intercreditor Provisions dated March 24, 2017 among the Lenders and the Credit Parties

Item 1.01 Entry Into A Material Definitive Agreement

On March 24, 2017, Wells Fargo Bank, National Association ("Wells Fargo"), East West Bank ("East West"), CIT Bank, N.A. ("CIT"), the Private Bank and Trust Company (the "Private Bank"), Key Bank, National Association ("Key Bank"), Bank Hapoalim, N.A. ("BHI") and GACP I, L.P. ("Great American" and collectively with Wells Fargo, East West, CIT, Private Bank, Key Bank and BHI, the "Lenders"), GFN Realty Company, LLC, ("GFNRC"), Lone Star Tank Rental Inc. ("Lone Star"), Pac-Van, Inc. ("Pac-Van"), Southern Frac, LLC ("Southern Frac"), PV Acquisition Corp., ("PV Acquisition"), GFN Manufacturing Corporation ("GFN Manufacturing"), and GFN North America Corp. ("GFNNA" and collectively with GFNRC, Southern Frac, Lone Star, Pac-Van, PV Acquisition and GFN Manufacturing, the "Credit Parties") entered into that certain Omnibus Amendment and Reaffirmation Agreement (the "Amendment").

The agreements entered into on March 24, 2017 by the Credit Parties and certain of their affiliates in connection with the Amendment are (each as defined below): the Pledge Agreement, the Master Assignment and Assumption Agreement and the Intercreditor Provisions.

Amendment

The Amendment amended the terms and conditions of the Amended and Restated Credit Agreement dated April 7, 2014 (as amended to date, the "Credit Agreement") relating to the senior credit facility (the "Credit Facility") of GFNRC, Lone Star, Pac-Van and Southern Frac (collectively, the "Borrowers"). The Amendment amended certain terms of the Credit Agreement, including, without limitation, adjusting the maximum amount that may be borrowed by the Borrowers to $230,000,000, extending the maturity date until March 24, 2022, assuming the Company's 8.125% Senior Unsecured Notes due July 31, 2021 are extended at least 90 days past this scheduled maturity date, otherwise the Credit Facility would mature on March 24, 2021, created a First In Last Out term loan ("FILO Term Loan") within the Credit Facility in the amount of $20,000,000, and inclusive in the $230,000,000 total Credit Facility and includes a provision which allows the Borrowers to increase the maximum amount that may be borrowed under the Credit Facility by $7,000,000 subject to certain conditions.

Repayment of all borrowings under the Credit Agreement, as amended by the Amendment, including the FILO Term Loan, is secured by a first priority security interest on substantially all of the rental fleet, inventory and assets of the Credit Parties. All borrowings under the Credit Agreement, except the FILO Term Loan, bear interest at LIBOR plus a margin of 2.5% to 3.0% per annum or a base rate plus a margin of 1.00% to 1.50% per annum. The FILO Term Loan will bear interest at rate of LIBOR plus a margin of 11.0% per annum. The FILO Term Loan has the same maturity date and contains a first priority lien on the same collateral used in the Credit Facility, however on a "last out basis," after all of the outstanding obligations to the primary lenders in the Facility have been satisfied.

Pursuant to the Amendment , the Credit Parties agreed to be bound by the intercreditor provisions attached hereto as Exhibit 10.4 (the " Intercreditor Provisions ") for the benefit of Wells Fargo, as agent for the Lenders who are parties to the Credit Agreement and Great American. Under the Intercreditor Provisions, the Credit Parties, the Lenders, including Great American, agreed to the terms under which the FILO Term Loan may be repaid.

The Credit Agreement also contains covenants that require the Credit Parties to, among other things, periodically deliver financial and other information to Wells Fargo and the lenders who are parties to the Credit Agreement. The Credit Agreement contains customary negative covenants applicable to the Credit Parties, including negative covenants that restrict the ability of such entities to, among other things, (i) acquire and sell assets and enter into mergers and consolidations, (ii) create or permit to exist certain liens upon assets, (iii) make capital expenditures in excess of defined limits, (iv) repurchase or pay dividends or make certain other restricted payments on capital stock and certain other securities, or prepay certain indebtedness, (v) reclassify equipment held for lease to equipment held for sale in excess of defined limits or (vi) incur losses from the sale of assets in excess of defined limits.

The Credit Agreement includes other covenants, representations, warranties, indemnification provisions, and events of default that are customary for senior secured credit facilities, including events of default relating to a change of control of the Borrowers.

The foregoing description of the Amendment is qualified in its entirety by the Amendment, which is attached hereto as Exhibit 10.1 hereto and is incorporated by reference herein.

Pledge Agreement

In connection with the Amendment, GFNNA entered into that certain Pledge Agreement dated March 24, 2017 (the " Pledge Agreement "). Pursuant to the Pledge Agreement, GFNNA agreed to pledge all the membership interests of its subsidiary GFNRC to secure the repayment of all loans and the performance of all obligations under the Credit Agreement. The foregoing description of the Pledge Agreement is qualified in its entirety by the Pledge Agreement, which is attached hereto as Exhibit 10.2 hereto and is incorporated by reference herein.

Master Assignment and Assumption Agreement

In connection with the Amendment, Pac-Van, the Lenders, Capital One Business Corp. and HSBC Bank U.S.A.

entered into that certain Master Assignment and Assumption Agreement dated March 24, 2017 (the " Master Assignment "). Pursuant to the Master Assignment, the loans of Capital One Business Corp. and HSBC Bank U.S.A. were repaid in full and loans from the Lenders to the Borrowers were adjusted or funded. The foregoing description of the is qualified in its entirety by the Master Assignment, which is attached hereto as Exhibit 10.3 hereto and is incorporated by reference herein.

Intercreditor Provisions

In connection with the Amendment, the Credit Parties agreed to be bound by the intercreditor provisions attached hereto as Exhibit 10.4 (the " Intercreditor Provisions ") for the benefit of Wells Fargo, as agent for the Lenders who are parties to the Credit Agreement and Great American. Under the Intercreditor Provisions, the Credit Parties, the Lenders, including Great American, agreed to the terms under which the FILO Term Loan may be repaid. The foregoing description of the Intercreditor Provisions is qualified in its entirety by the Intercreditor Provisions, which are attached hereto as Exhibit 10.4 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

Exhibit:

10.1	Omnibus Amendment and Reaffirmation Agreement is dated as of March 24, 2017 among Wells Fargo Bank, National Association ("Wells Fargo"), East West Bank ("East West"), CIT Bank, N.A. ("CIT"), the Private Bank and Trust Company (the "Private Bank"), Key Bank, National Association ("Key Bank"), Bank Hapoalim, N.A. ("BHI") and GACP I, L.P. ("Great American" and collectively with Wells Fargo, East West, CIT, Private Bank, Key Bank and BHI, the "Lenders"), GFN Realty Company, LLC, ("GFNRC"), Lone Star Tank Rental Inc. ("Lone Star"), Pac-Van, Inc. ("Pac-Van"), Southern Frac, LLC ("Southern Frac"), PV Acquisition Corp., ("PV Acquisition"), GFN Manufacturing Corporation ("GFN Manufacturing"), and GFN North America Corp. ("GFNNA" and collectively with GFNRC, Southern Frac, Lone Star, Pac-Van, PV Acquisition and GFN Manufacturing, the "Credit Parties")
10.2	Pledge Agreement dated March 24, 2017 by GFN Realty Company, LLC ("GFN Realty"), for the benefit of Wells Fargo, as agent for the Lenders
10.3	Master Assignment and Assumption Agreement dated March 24, 2017 among Pac-Van, the Lenders, Capital One Business Corp. and HSBC Bank U.S.A.
10.4	Intercreditor Provisions dated March 24, 2017 among the Lenders and the Credit Parties

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	GENERAL FINANCE CORPORATION
Dated: March 31, 2017	By:	/s/ CHRISTOPHER A. WILSON
		Christopher A. Wilson
		General Counsel, Vice President and Secretary

EXHIBIT INDEX

Exhibit Number	Exhibit Description
10.1	Omnibus Amendment and Reaffirmation Agreement is dated as of March 24, 2017 among Wells Fargo Bank, National Association ("Wells Fargo"), East West Bank ("East West"), CIT Bank, N.A. ("CIT"), the Private Bank and Trust Company (the "Private Bank"), Key Bank, National Association ("Key Bank"), Bank Hapoalim, N.A. ("BHI") and GACP I, L.P. ("Great American" and collectively with Wells Fargo, East West, CIT, Private Bank, Key Bank and BHI, the "Lenders"), GFN Realty Company, LLC, ("GFNRC"), Lone Star Tank Rental Inc. ("Lone Star"), Pac-Van, Inc. ("Pac-Van"), Southern Frac, LLC ("Southern Frac"), PV Acquisition Corp., ("PV Acquisition"), GFN Manufacturing Corporation ("GFN Manufacturing"), and GFN North America Corp. ("GFNNA" and collectively with GFNRC, Southern Frac, Lone Star, Pac-Van, PV Acquisition and GFN Manufacturing, the "Credit Parties")
10.2	Pledge Agreement dated March 24, 2017 by GFN Realty Company, LLC ("GFN Realty"), for the benefit of Wells Fargo, as agent for the Lenders
10.3	Master Assignment and Assumption Agreement dated March 24, 2017 among Pac-Van, the Lenders, Capital One Business Corp. and HSBC Bank U.S.A.
10.4	Intercreditor Provisions dated March 24, 2017 among the Lenders and the Credit Parties

Please see PDF version of Exhibit 10.1.

PLEDGE AGREEMENT

THIS AGREEMENT (the " Pledge Agreement "), dated as of March 24, 2017, is made by GFN NORTH AMERICA CORP., a Delaware corporation (the " Pledgor "), and GFN REALTY COMPANY, LLC, a Delaware limited liability company (" GFNRC "), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, " Agent ").

WITNESSETH:

WHEREAS, pursuant to that certain Amended and Restated Credit Agreement dated as of April 7, 2014 (as amended, restated, supplemented, or otherwise modified from time to time, the " Credit Agreement "), by and among Pac-Van, Inc., an Indiana corporation (" Pac-Van "), Lone Star Tank Rental Inc., a Delaware corporation (" Lone Star "), GFNRC, Southern Frac, LLC, a Texas limited liability company (" Southern Frac "), and the Affiliates of Pac-Van, Lone Star, GFNRC, and Southern Frac signatory thereto (each such Person, together with Pac‑Van, Lone Star, GFNRC, and Southern Frac, each a " Borrower " and collectively, the " Borrowers "), the lenders signatory thereto ( each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a " Lender "), and Agent, the Lender Group has agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; and

WHEREAS, Agent has agreed to act as agent for the benefit of the Lender Group and the Bank Product Providers in connection with the transactions contemplated by the Credit Agreement and this Agreement;

WHEREAS, in order to induce the Lender Group and the Bank Product Providers to make or continue to make financial accommodations to Borrowers as provided for in the Credit Agreement, the other Loan Documents, and the Bank Product Agreements, Pledgor has agreed to create a security interest and pledge all of its equity interests in GFNRC to Agent (for its benefit and for the benefit of the Lender Group and the Bank Product Providers) under the terms and conditions set forth herein.

WHEREAS, Pledgor is an Affiliate of one or more Borrowers and, as such, will benefit by virtue of the financial accommodations extended to Borrowers (including GFNRC) by the Lender Group.

NOW, THEREFORE, for and in consideration of the recitals made above and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, Pledgor and GFNRC agree as follows:

1. Defined Terms . Unless otherwise defined herein, terms defined in the Credit Agreement shall have such defined meanings when used herein.

2. Pledge . As collateral security for the prompt and complete payment of all Obligations, Pledgor hereby pledges to Agent (for its benefit and for the benefit of the Lender Group and the Bank Product Providers) its right, title and interest in and to all of the issued and outstanding equity interests of GFNRC owned by it, as described on Exhibit A attached hereto and made a part hereof (which Exhibit A shall be and shall be deemed to be updated upon the issuance of any additional equity interests), now or hereinafter acquired (the " Pledged Interests "), and hereby grants to Agent a continuing security interest in all of Pledgor's right, title, and interest in and to the Pledged Interests, the interest thereon, and all products, proceeds, substitutions, additions, dividends, and other distributions in respect thereof, and all books, records, and papers relating to the foregoing (all of which are referred to herein as the " Pledged Collateral "). The share certificates collectively representing all of the Pledged Interests in GFNRC now or hereinafter acquired, together with a transfer power with respect to each share certificate duly signed in blank by Pledgor, as transferor, shall be delivered by Pledgor to Agent (for its benefit and for the benefit of the Lender Group and the Bank Product Providers) contemporaneously with the execution of this Agreement and with any acquisition of additional equity interests of GFNRC by Pledgor that is represented by a new share certificate.

3. Voting and Other Rights in Respect of Pledged Collateral .

(a) Prior to the occurrence and continuance of an Event of Default under the Credit Agreement, Pledgor shall have all voting and other rights, powers, privileges, and preferences pertaining to the Pledged Collateral (including, without limitation, the right to receive all proceeds, dividends and distributions in respect thereof), subject to the terms of this Agreement, and Agent (for its benefit and for the benefit of the Lender Group and the Bank Product Providers) shall not be entitled to any of such rights by reason of its possession of the Pledged Interests.

(b) Upon the occurrence and during the continuation of an Event of Default, (i) Agent may, at its option, and with 2 Business Days' prior notice to Pledgor, and in addition to all rights and remedies available to Agent under any other agreement, at law, in equity, or otherwise, exercise all voting rights, or any other ownership or consensual rights (including any dividend or distribution rights) in respect of the Pledged Collateral, but under no circumstances is Agent obligated by the terms of this Agreement to exercise such rights, and (ii) if Agent duly exercises its right to vote any of such Pledged Collateral, Pledgor hereby appoints Agent as Pledgor's true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Collateral in any manner Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power-of-attorney and proxy granted hereby is coupled with an interest and shall be irrevocable.

(c) Each of GFNRC, as issuer of the Pledged Collateral, and Pledgor, as holder of the Pledged Collateral, hereby acknowledges that, subject to the other terms of this Agreement (including, without limitation, Sections 3(a) and 3(b) above), Agent will have exclusive "control" (within the meaning of Section 8‑106 of the Code) of all Pledged Collateral consisting of "uncertificated securities" (within the meaning of Section 8-102 of the Code) at all times during the term of this Agreement. In furtherance of that acknowledgment but in each case subject to Sections 3(a) and 3(b) above, GFNRC, as issuer of the Pledged Collateral, (i) shall comply with all "instructions" (as defined in Section 8‑102 of the Code) originated by Agent relating to the applicable Pledged Collateral without further consent by Pledgor, as holder of that Pledged Collateral, or any other Person; and (ii) shall not comply with any "instructions" (as defined in Section 8-102 of the Code) relating to that Pledged Collateral originated by any Person other than Agent or a court of competent jurisdiction.

4. Covenants of Pledgor . Pledgor agrees that it will not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral; (ii) create or permit to exist any Lien, option or other charge or encumbrance upon or with respect to any of the Pledged Collateral, except for the Lien under this Agreement and Permitted Liens; (iii) file any affidavit for replacement of lost stock certificates, or (iv) for so long as Pledgor shall have the right to vote the Pledged Collateral, vote the Pledged Collateral in favor of or consent to any resolution which might (A) result in any restrictions upon the sale, transfer, or disposition of the Pledged Collateral or (B) materially adversely affect the rights of Agent, the other members of the Lender Group, or the Bank Product Providers, or the value of the Pledged Collateral. Pledgor further agrees that it will take all actions necessary to cause GFNRC not to issue any equity interests or other securities in addition to or in substitution for the Pledged Collateral or exercise any right with respect to the Pledged Collateral which would adversely affect Agent's rights in the Pledged Collateral. Pledgor further agrees to execute all such instruments, documents, and papers, and will do all such acts as Agent may request from time to time to carry into effect the provisions and intent of this Agreement, including, without limitation, the execution of stop transfer orders, transfer powers and other instruments of assignment executed in blank, and will do all such other acts as Agent may request with respect to the perfection and protection of the Lien granted herein and the assignment effected hereby.

5. Release of Pledged Collateral . Subject to any sale or other disposition by Agent of the Pledged Collateral in accordance with the terms hereof, upon payment in full and the satisfaction of all of the Obligations and the termination of the Credit Agreement, this Agreement shall terminate, Agent shall file, if applicable, UCC-3 financing statements to release the Liens granted hereunder and the Pledged Collateral shall be returned to Pledgor.

6. Rights of Agent . Without duplication or derogation of Sections 3(b) and 3(c) above, if an Event of Default has occurred and is continuing, Agent may, without notice, exercise all rights, privileges, or options pertaining to any Pledged Collateral as if it were the absolute owner thereof, upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Agent shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.

7. Remedies . If an Event of Default has occurred and is continuing and in the event that any portion of the Obligations becomes due and payable, Agent (for its benefit and for the benefit of the Lender Group and the Bank Product Providers), without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase, contract to sell or otherwise dispose of and deliver said Pledged Collateral, or any part thereof, in one or more transactions at public or private sale or sales, at any exchange, broker's board or at any of Agent's offices or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, with the right of Agent upon any such sale or sales, public or private, to purchase the whole or any part of said Pledged Collateral so sold, free of any right of equity of redemption in Pledgor, which right or equity is hereby expressly waived or released. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all costs and expenses of every kind incurred therein or incidental to the care, safekeeping or otherwise of any and all of the Pledged Collateral or in any way relating to the rights of Agent hereunder, including attorneys' fees and legal expenses, to the payment in whole or in part of the Obligations in such order as Agent may elect, Pledgor remaining liable for any deficiency remaining unpaid after such application, and only after the application of such net proceeds and after the payment by Agent of any other amount required by any provision of law, need Agent account for the surplus, if any, to Pledgor. Pledgor agrees that Agent shall give at least 10 Business Days' notice of the time and place of any public sale or of the time after which a private sale or other intended disposition is to take place and that such notification is reasonable notification of such matters. No notification need be given to Pledgor if it has signed after the occurrence and during the continuance of such Event of Default a statement renouncing or modifying any right to notification of sale or other intended disposition. In addition to the rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any of the Obligations, Agent shall have all the rights and remedies of a secured party under the Code or other applicable laws. Pledgor shall be liable for the deficiency if the proceeds of any sale or other disposition of the Pledged Collateral are insufficient to pay all amounts to which Agent, the Lender Group, and the Bank Product Providers are entitled and the reasonable fees of any attorneys employed by Agent to collect such deficiency.

8. Representations, Warranties, and Covenants of Pledgor . Pledgor represents and warrants that: (a) it has, and on the date of delivery to Agent of any Pledged Collateral will have, good and marketable title to the Pledged Collateral and full power, authority and legal right to pledge all of its right, title and interest in and to the Pledged Collateral pursuant to this Agreement; (b) this Agreement has been duly executed and delivered by Pledgor and constitutes a legal, valid, and binding obligation of Pledgor enforceable in accordance with its terms; (c) no consent of any other party (including, without limitation, creditors of Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to or registration, filing or declaration with, any governmental authority, domestic or foreign, is required to be obtained by Pledgor in connection with the execution, delivery or performance of this Agreement; (d) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law, or of the certificate/articles of organization, operating agreement, any shareholders' agreement or any securityholders' agreement of Pledgor or GFNRC or of any mortgage, indenture, lease, contract, or other agreement, instrument, or undertaking to which Pledgor or GFNRC is a party or which purports to be binding upon Pledgor or GFNRC or upon any of their respective assets and will not result in the creation or imposition of any Lien on any of the assets of Pledgor except as contemplated by this Agreement; (e) except as provided by the Securities Act, the rules and regulations promulgated thereunder, and state securities laws, there are no restrictions on the transferability of the Pledged Collateral to Agent or with respect to the foreclosure and transfer thereof by Agent or, if there are any such restrictions, any and all restrictions on such transferability have been duly waived with respect to this assignment, transfer, pledge, and grant of a security interest to Agent and with respect to the foreclosure and transfer thereof by Agent; and (f) the pledge, assignment and delivery of such Pledged Collateral pursuant to this Agreement will create a valid first Lien on all right, title and interest of Pledgor in or to such Pledged Collateral subject only to Permitted Liens, and the proceeds thereof, subject to no prior Lien or to any agreement purporting to grant to any third party a Lien in the property or assets of Pledgor which would include the Pledged Collateral. The Pledged Collateral is fully paid and nonassessable. Pledgor covenants and agrees that it will defend Agent's right, title and Lien on the Pledged Collateral and the proceeds thereof against the claims and demands of all Persons whomsoever; and covenants and agrees that it will have like title to and the right to pledge any other property at any time hereafter pledged to Agent as Pledged Collateral hereunder and will defend Agent's right thereto and Agent's Lien thereon.

9. No Disposition, Etc. Pledgor agrees that it will not sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Collateral, nor will it create, incur or permit to exist any Lien with respect to any of the Pledged Collateral, or any interest therein, or any proceeds thereof, except for the Lien provided for by this Agreement or otherwise permitted by the Credit Agreement.

10. Sale of Pledged Collateral . (a) Pledgor recognizes that Agent may be unable to effect a public sale of any or all of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act, and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner. Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Pledgor would agree to do so.

(b) Pledgor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sale of any portion or all of the Pledged Collateral valid and binding and in compliance with any and all applicable laws of any Governmental Body having jurisdiction over any such sale or sales, all at Pledgor's expense. Pledgor further agrees that a breach of any of the covenants contained in this Section 10 will cause irreparable injury to Agent and Lenders, that Agent and Lenders have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 10 shall be specifically enforceable against Pledgor and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

11. Waivers by Pledgor; Subrogation .

(a) Pledgor (i) waives presentment, demand, notice and protest with respect to the Pledged Collateral; (ii) waives any delay on the part of Agent without notice to or consent from Pledgor; (iii) waives the right to notice and/or hearing prior to Agent's exercising of Agent's rights and remedies hereunder upon the occurrence and during the continuance of an event which would constitute a default hereunder or an Event of Default under the Credit Agreement; (iv) waives any right to require Agent to marshal the Pledged Collateral with other collateral which secures Pledgor's obligations and any similar right to which Pledgor is or may become entitled; (v) shall, when the Obligations are paid and satisfied in full and the Credit Agreement has been terminated, be subrogated to the rights of Agent and Lenders with respect to the value of any payments or distributions in cash, property, or other assets that Pledgor pays over to Agent or the Lender Group hereunder; and (vi) waives any right of subrogation, reimbursement, contribution and any similar rights against GFNRC until the Obligations are paid and satisfied in full and the Credit Agreement has been terminated.

(b) Agent shall have no duty as to the collection or protection of the Pledged Collateral or any income or distribution thereon, beyond the safe custody of such of the Pledged Collateral as may come into the possession of Agent and shall have no duty as to the preservation of rights against prior parties or any other rights pertaining thereto. Agent's rights and remedies may be exercised without resort or regard to any other source of satisfaction of the Obligations. In no event shall Agent have any liability to Pledgor or otherwise hereunder except for liability arising out of the gross negligence or willful misconduct of Agent.

12. Further Assurances . Pledgor agrees that at any time and from time to time upon the written request of Agent, Pledgor will execute and deliver such further documents and do such further acts and things as Agent may request in order to effect the purposes of this Agreement.

13. Severability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14. No Waiver; Cumulative Remedies . Agent shall not, by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder and no waiver shall be valid unless in writing, signed by Agent, and then only to the extent therein set forth. A waiver by Agent of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which Agent would otherwise have on any future occasion. No failure to exercise or any delay in exercising on the part of Agent, any right, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights or remedies provided by law.

15. Binding Effect . This Agreement and all obligations of Pledgor hereunder shall be binding upon the successors and assigns of Pledgor, and shall, together with the rights and remedies of Agent hereunder, inure to the benefit of Agent (for its benefit and for the benefit of the Lender Group and the Bank Product Providers) and its respective successors and permitted assigns. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Illinois applied to contracts to be performed wholly within the State of Illinois. The undersigned hereby agrees that any judicial proceeding by Pledgor against Agent or any Lender involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement or any related agreement, shall be brought only in a federal or state court located in the County of Cook, State of Illinois.

16. PLEDGOR AND AGENT, RESPECTIVELY, TO THE EXTENT ENTITLED THERETO, WAIVE ANY PRESENT OR FUTURE RIGHT TO A TRIAL BY JURY OF ANY CASE OR CONTROVERSY IN WHICH THEY ARE OR BECOME A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THEM OR IN WHICH THEY ARE JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT TO, ANY RELATIONSHIP AMONGST OR BETWEEN GFNRC, PLEDGOR AND/OR AGENT.

[Signature page to follow.]

IN WITNESS WHEREOF, and intending to be legally bound, Pledgor and GFNRC have caused this Pledge Agreement to be duly executed and delivered on the day and year first written above.

	GFN NORTH AMERICA CORP. By: /s/ Christopher A. Wilson Name: Christopher A. Wilson Title: Secretary
	GFN REALTY COMPANY, LLC By: /s/ Christopher A. Wilson Name: Christopher A. Wilson Title: Secretary

Signature page to Pledge Agreement—Pac-Van (A&R)
(GFN equity in GFNRC)

EXHIBIT A

Pledged Equity

Pledgor	Issuer	Pledged Equity Description	Percentage of Interests in Issuer	Certificate Number
GFN North America Corp., a Delaware corporation	GFN Realty Company, LLC, a Delaware limited liability company	Membership interests	100%	n/a

Exhibit A

TRANSFER POWER

For value received, GFN NORTH AMERICA CORP., a Delaware corporation (" Company "), hereby sells, assigns and transfers unto ______________________________ the membership interests of GFN REALTY COMPANY, LLC, a Delaware limited liability company, standing in the name of Company on the books of said limited liability company and represented by certificate no. _____ and does hereby irrevocably constitute and appoint ______________________________ as its attorney-in-fact, to transfer said membership interests on the books of said limited liability company with full power of substitution in the premises.

Dated: _______________________________________

GFN NORTH AMERICA CORP.

By: _______________________________________
Name: _______________________________________
Title: _______________________________________

MASTER ASSIGNMENT AND ACCEPTANCE AGREEMENT
(Amendment No. 6 to Amended and Restated Credit Agreement)

This Master Assignment and Acceptance Agreement (this " Assignment Agreement ") is entered into as of March 24, 2017, among each Person identified on the signature pages hereof as an "Assignor" ( each, an " Assignor "), each Person identified on the signature pages hereof as an "Assignee" (each, an " Assignee "), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Agent .

1. Reference is made to (i) an Amended and Restated Credit Agreement, dated as of April 7, 2014, by and among 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 "), Southern Frac, LLC, a Texas limited liability company (" Southern Frac ") , the Affiliates of Pac‑Van, Lone Star, GFNRC, and Southern Frac party thereto as "Borrowers" (collectively, with Pac‑Van, Lone Star, GFNRC, and Southern Frac, " Borrowers ") , the Lenders from time to time a party thereto, and Agent (as amended, restated, supplemented, or otherwise modified before the date of this Agreement, the " Credit Agreement "); and (ii) an Amendment No. 6 to Amended and Restated Credit Agreement dated as of the date of this Assignment Agreement among the Persons identified on the signature pages thereof as Lenders, Agent, and the Borrowers signatory thereto (the " Amendment "). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement or, if not defined in the Credit Agreement, in the Amendment.

2. In accordance with the terms and conditions of Section 13 of the Credit Agreement, each Assignor hereby sells and assigns to each applicable Assignee, and each applicable Assignee hereby purchases and assumes from such Assignor, that interest in and to such Assignor's rights and obligations under the Loan Documents as of the date hereof (but before giving effect to the Amendment) with respect to the applicable Obligations owing to such Assignor, and such Assignor's applicable portion of the Commitments, all to the extent specified on Annex I .

3. Each Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of each interest being assigned by it hereunder and that such interest is free and clear of any adverse claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby; (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, representations, or warranties made in or in connection with the Loan Documents, or (ii) the execution, legality, validity, enforceability, genuineness, sufficiency, or value of the Loan Documents or any other instrument or document furnished pursuant thereto; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or any Guarantor or the performance or observance by any Borrower or any Guarantor of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto, and (d) represents and warrants that the amount set forth as the applicable Purchase Price on Annex I represents the amount owed by Borrowers to such Assignor with respect to such Assignor's share of the applicable Revolving Loans assigned to the applicable Assignee hereunder, as reflected on such Assignor's books and records.

4. Each Assignee (a) confirms that it has received copies of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (b) agrees that it will, independently and without reliance upon Agent, any Assignor, or any other Lender, based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Loan Documents; (c) appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (e) as applicable, attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to such Assignee's status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to such Assignee under the Credit Agreement or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty.

5. Each Assignor and each Assignee (a) acknowledges that this Assignment Agreement is intended to become effective immediately before, but substantially concurrently with, the effectiveness of the Amendment; (b) acknowledges and agrees the Settlement Date (as defined below) with respect to each assignment hereunder is intended to be the same date; (c) acknowledges and agrees that the Commitments assigned hereunder are unadjusted Commitments under the Credit Agreement as in effect immediately before giving effect to the Amendment; and (d) acknowledges and agrees that the amount of each unadjusted Commitment assigned hereunder will, effective upon the effectiveness of this Assignment Agreement and the effectiveness of the Amendment, be adjusted (and be deemed to have been adjusted) to be the applicable amount set forth in Annex I .

6. Agent hereby waives receipt of the processing fee described in Section 13.1(a)(ii)(F) of the Credit Agreement with respect to each assignment to be effected hereunder.

7. Following the execution of this Assignment Agreement by each Assignor, each Assignee, and Agent, this Assignment Agreement will be deemed delivered to Agent for recording by Agent. The effective date of this Assignment Agreement (the " Settlement Date ") shall be the latest to occur of (a) the date of the execution and delivery hereof by the Assignor and the Assignee, (b) the date of receipt of any required consent of Agent, (c) the date of receipt by Agent in immediately available funds of all amounts to be made available to Agent pursuant to Section 9 below, so long as all such amounts are received by Agent not later than noon (Chicago time) on such date (or any later time on such date agreed to by Agent in its sole discretion), and (d) the first Business Day after the date of receipt by Agent in immediately available funds of all amounts to be made available to Agent pursuant to Section 9 below, if any such amounts are received by Agent later than noon (Chicago time) on such date of receipt (or any later time on such date agreed to by Agent in its sole discretion). Each Assignor and each Assignee acknowledges that the Settlement Date will occur substantially concurrently with, but immediately before, the Amendment No. 6 Effective Date.

8. As of the Settlement Date (a) each Assignee shall, if not already a party to the Credit Agreement, be a party to the Credit Agreement and, to the extent of the interest assigned pursuant to this Assignment Agreement, have the rights and obligations of a Lender thereunder and under the other Loan Documents, and (b) each Assignor shall, to the extent of the interests assigned pursuant to this Assignment Agreement, relinquish its rights and be released from its obligations under the Credit Agreement and the other Loan Documents, provided , however , that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender's obligations under Section 15 and Section 17.9(a) of the Credit Agreement.

9. On or before the Settlement Date, each Assignee shall make available to Agent in immediately available funds, to Agent's Account, not later than noon (Chicago time) on the Business Day that is the requested Settlement Date, an amount equal to the applicable Purchase Price to be paid by such Assignee to each applicable Assignor (as set forth in Annex I ). After Agent's receipt of all such amounts from all Assignees with respect to all applicable Assignors, Agent shall, on behalf of each Assignee as payment of each applicable Purchase Price to be paid by such Assignee to each applicable Assignor, make available to each applicable Assignor an amount equal to the applicable Purchase Price to be paid by such Assignee to such Assignor (as set forth in Annex I ) by transferring immediately available funds equal to that amount from such amounts received from such Assignee to such Assignor in accordance with the payment instructions set forth in Annex I . From and after the Settlement Date, Agent shall make all payments that are due and payable to the applicable holder of each interest assigned hereunder (including payments of principal, interest, fees, and other amounts) to the applicable Assignor for amounts which have accrued up to but excluding the Settlement Date and to the applicable Assignee for amounts which have accrued from and after the Settlement Date. On or before the Settlement Date, each Assignor shall make available to Agent in immediately available funds, to Agent's Account, not later than noon (Chicago time) on the Business Day that is the requested Settlement Date, an amount equal to the portion of any interest, fee, or any other charge that was paid to such Assignor prior to the Settlement Date on account of the interest assigned hereunder and that are due and payable to each applicable Assignee with respect thereto, to the extent that such interest, fee, or other charge relates to the period of time from and after the Settlement Date. After Agent's receipt of all such amounts from all Assignors with respect to all applicable Assignees, Agent shall, on behalf of each Assignor as payment of each such amount to be paid by such Assignor to each applicable Assignee, make available to each applicable Assignee an amount equal to the applicable such amount to be paid by such Assignor to such Assignee by transferring immediately available funds equal to that amount from such amounts received from such Assignor to such Assignee in accordance with the payment instructions set forth in Annex I .

10. By its execution of the acceptance hereto, effective upon the effectiveness of this Assignment Agreement and the assignments hereunder, Administrative Borrower, on behalf of Borrowers, hereby absolutely, fully, unconditionally, and irrevocably, releases, relieves, absolves, acquits, and discharges each Assignor that, after giving effect to this Assignment Agreement and the assignments hereunder, will no longer be a Lender and such Assignor's respective successors, shareholders, predecessors, affiliates, assigns, officers, directors, employees, attorneys, and agents from any and all claims, actions, causes of action, suits, judgments, damages, debts, obligations, settlements and demands of any nature whatsoever, present and future, known or unknown, absolute or contingent, arising on or prior to the effectiveness of this Assignment Agreement and the assignments hereunder in connection with the transactions of Borrowers with such Assignor under or in connection with the Credit Agreement or any of the other Loan Documents.

11. This Assignment Agreement may be executed in counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Assignment Agreement may be executed and delivered by telecopier or other facsimile transmission all with the same force and effect as if the same were a fully executed and delivered original manual counterpart.

12. THIS ASSIGNMENT AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 12 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE MUTATIS MUTANDIS .

[Signature pages to follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Master Assignment and Acceptance Agreement (including Annex I hereto) to be executed by their respective authorized signatories, as of the first date written above.


	WELLS FARGO BANK, NATIONAL ASSOCIATION, as an Assignor
	By:	/s/ Brian Hynds
	Name:	Brian Hynds
		Its Authorized Signatory


	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent
	By:	/s/ Brian Hynds
	Name:	Brian Hynds
		Its Authorized Signatory