SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31,
2017
General Finance Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-32845
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32-0163571
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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39 East Union Street
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Pasadena, California
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91103
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(Address of Principal Executive Offices)
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(Zip Code)
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(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):
☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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
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Page
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Item 1.01
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Entry into a Definitive Material Agreement
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1
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Item 9.01
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Financial Statements and Exhibits
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1
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Exhibit 10.1
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Amendment
No. 7 to Amended and Restated Credit Agreement is dated as of
July 31, 2017
among Wells Fargo
Bank, National Association, East West Bank, CIT Bank, N.A., the
Private Bank and Trust Company, Key Bank, National Association,
Bank Hapoalim, N.A., Associated Bank, N.A., GACP I, L.P.,
GFN Realty Company, LLC, Lone Star Tank Rental Inc.,
Pac-Van, Inc. and Southern Frac, LLC and Guarantor
Acknowledgement
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Item 1.01 Entry into a Definitive Material
Agreement
On July 31, 2017, Wells Fargo Bank, National
Association ("Wells Fargo"), Associated Bank, N.A.
(“Associated”), 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, Associated, 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”) and Southern
Frac, LLC (“Southern Frac” and collectively with
GFNRC, Lone Star and Pac-Van, the “Borrowers”)
entered into that certain
Amendment No. 7
(the
“Amendment”)
to the
Amended and Restated Credit Agreement dated April
7, 2014 (as amended to date, the “Credit
Agreement”).
The Amendment, among other things, corrects a
scrivener’s error in that certain Amendment No. 1 to the
Credit Agreement so that the
maximum permitted principal
amount of permitted purchase money indebtedness is increased to
$10,000,000 and provides the Lenders’ consent to a certain
sale-leaseback transaction.
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.
Item 9.01 Financial Statements and
Exhibits
Exhibit
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Exhibit
Description
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10.1
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Amendment
No. 7 to Amended and Restated Credit Agreement is dated as of
July 31, 2017
among Wells Fargo
Bank, National Association, East West Bank, CIT Bank, N.A., the
Private Bank and Trust Company, Key Bank, National Association,
Bank Hapoalim, N.A., Associated Bank, N.A., GACP I, L.P.,
GFN Realty Company, LLC, Lone Star Tank Rental Inc.,
Pac-Van, Inc. and Southern Frac, LLC and Guarantor
Acknowledgement
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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.
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GENERAL FINANCE CORPORATION
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Dated: July 31, 2017
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By:
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/s/ CHRISTOPHER A. WILSON
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Christopher A. Wilson
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General Counsel, Vice President and Secretary
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EXHIBIT INDEX
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Exhibit
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Number
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Exhibit Description
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10.1
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Amendment
No. 7 to Amended and Restated Credit Agreement is dated as of
July 31, 2017
among Wells Fargo
Bank, National Association, East West Bank, CIT Bank, N.A., the
Private Bank and Trust Company, Key Bank, National Association,
Bank Hapoalim, N.A., Associated Bank, N.A., GACP I, L.P.,
GFN Realty Company, LLC, Lone Star Tank Rental Inc.,
Pac-Van, Inc. and Southern Frac, LLC and Guarantor
Acknowledgement
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EXHIBIT
10.1
AMENDMENT
NO. 7
TO
AMENDED AND RESTATED CREDIT AGREEMENT
This
Amendment No. 7 to Amended and Restated Credit Agreement is
dated as of July 31, 2017 (this “
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
”), 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
” and, together with Pac-Van, Lone Star, and
GFNRC, each a “
Borrower
”).
The
Lenders, Agent, and Borrowers are party to an Amended and Restated
Credit Agreement dated as of April 7, 2014 (as amended,
restated, supplemented, or otherwise modified before the date of
this Agreement, the “
Credit
Agreement
”).
The
parties desire to modify the Credit Agreement in certain
respects.
The
parties therefore agree as follows:
1.
Definitions
. Defined terms used but not
defined in this Agreement are as defined in the Credit
Agreement.
2.
Acknowledgments and Consents (Celtic Capital
Lease Facility)
.
(a)
The parties hereby
acknowledge the following: that in connection with and
pursuant to an Amendment No. 1 to Amended and Restated Credit
Agreement dated as of May 23, 2014, between Agent, the Lenders
party thereto, and the Loan Parties party thereto
(“
Amendment No. 1
”),
Agent, the Lenders party thereto, and the Loan Parties party
thereto intended, among other things, to increase the maximum
permitted principal amount of Permitted Purchase Money Indebtedness
to $10,000,000;
that due to a scrivener’s error in
Amendment No. 1, that increased maximum permitted principal
amount was applied to the definition of “Permitted
Investments” instead of the definition of “Permitted
Purchase Money Indebtedness”;
that in good-faith reliance
on the changes intended to be effected in connection with and
pursuant to Amendment No. 1, the applicable Borrowers
subsequently entered into certain Capital Leases and incurred
certain Capitalized Lease Obligations, intending those Capitalized
Lease Obligations to be Permitted Purchase Money Indebtedness;
that in good-faith reliance on the changes intended to be
effected in connection with and pursuant to Amendment No. 1,
the applicable Borrowers subsequently refinanced those Capitalized
Lease Obligations pursuant to an equipment-leasing and -financing
arrangement with Celtic Commercial Finance (that Person,
“
Celtic
”; that
equipment-leasing and -financing arrangement, the
“
Celtic Capital
Lease Facility
”; the Indebtedness under the Celtic
Capital Lease Facility immediately before giving effect to the
Celtic Sale–Leaseback Disposition (defined below), the
“
Existing Celtic
Capital Lease Indebtedness
”), intending the
Indebtedness under that refinancing to be Refinancing Indebtedness
in respect of those Capitalized Lease Obligations; and that
but for the scrivener’s error described in clause (2) above,
the Capitalized Lease Obligations described in clause (3) above
would have been, and the Existing Celtic Capital Lease Indebtedness
would be, Permitted Purchase Money Indebtedness.
(b)
Borrowers have
requested that Agent and the Required Lenders do the following:
consent to the applicable Borrowers’ selling the fixed
assets described in Schedule 1 to this Agreement to Celtic as
part of a sale–leaseback transaction under the Celtic Capital
Lease Facility (that sale of fixed assets, the “
Celtic Sale–Leaseback
Disposition
”); and deem the Existing Celtic
Capital Lease Indebtedness and the Capitalized Lease Obligations to
be incurred in connection with the Celtic Sale–Leaseback
Disposition to be Permitted Purchase Money
Indebtedness.
(c)
Subject to the
other terms of this Agreement, Agent and the Required Lenders
hereby consent to the Celtic Sale–Leaseback
Disposition; and deem the Existing Celtic Capital Lease
Indebtedness and the Capitalized Lease Obligations to be incurred
in connection with the Celtic Sale–Leaseback Disposition to
be “Permitted Purchase Money Indebtedness” as defined
in the Credit Agreement immediately after giving effect to this
Agreement.
(d)
In connection with
the Celtic Sale–Leaseback Disposition, Borrowers shall prepay
the Obligations in accordance with Sections 2.4(e)(ii) and
2.4(f)(i) of the Credit Agreement in an amount equal to 100% of the
Net Cash Proceeds of the Celtic Sale–Leaseback
Disposition.
(e)
The parties hereby
acknowledge that the principal amount of the Existing Celtic
Capital Lease Indebtedness and the Capitalized Lease Obligations to
be incurred in connection with the Celtic Sale–Leaseback
Disposition is and will be included as part of the maximum
permitted principal amount of “Permitted Purchase Money
Indebtedness” as defined in the Credit Agreement immediately
after giving effect to this Agreement.
(f)
The acknowledgments
and consents set forth in this Section 2 do not affect the
continued legality, validity, and binding effect of the Credit
Agreement and the other Loan Documents. The Credit Agreement and
other Loan Documents continue to be fully enforceable in each case,
except as expressly provided in this Agreement. The acknowledgments
and consents set forth in this Section 2 are specifically limited
in time and scope as described above and do not extend or apply to
any other event, occurrence, or circumstances in existence as of
the date of this Agreement or arising after the date of this
Agreement. In addition, the acknowledgments and consents set forth
in this Section 2 do not constitute or establish (and are not to be
deemed to constitute or establish) a custom or a practice on the
part of Agent or any Lender and do not prejudice any rights of
Agent or any Lender in respect of any other departure from the
terms of the Credit Agreement or any other Loan
Document.
3.
Amendments to Credit
Agreement
.
(a)
The definition
of “Permitted Dispositions” in Schedule 1.1 to the
Credit Agreement is hereby amended as follows: by deleting
existing clauses (p) and (q) (which clauses are being amended to
read in their entirety as new clauses (r) and (p),
respectively, pursuant to this Section 3(a)); and by
inserting the following new clauses (p), (q), and
(r):
“
(p)
sales, abandonment,
or other dispositions of Equipment and Inventory in connection with
the closing of a branch office of a Borrower;
(q) sales
of fixed assets pursuant to a sale–leaseback transaction in
respect of such fixed assets entered into substantially
concurrently with the incurrence of Capitalized Lease Obligations
constituting Permitted Purchase Money Indebtedness in respect of
such fixed assets, so long as (i) the consideration received
for the fixed assets to be so disposed is at least equal to the
fair market value of such fixed assets, (ii) all fixed assets
to be so disposed are the subject of one or more Capital Leases and
the related Capitalized Lease Obligations constituting Permitted
Purchase Money Indebtedness incurred in connection with such
sale–leaseback transaction, and (iii) the fixed assets
to be so disposed are not included the most recent Borrowing Base
Certificate delivered by Borrowers to Agent; and
(r) sales
or dispositions of assets (other than Accounts, Inventory, Equity
Interests of Subsidiaries of any Borrower) not otherwise permitted
in
clauses (a)
through
(q)
above so long
as made at fair market value and the aggregate fair market value of
all assets disposed of in fiscal year (including the proposed
disposition) would not exceed $1,000,000.”
(b)
Clause (p) of
the definition of “Permitted Investments” in Schedule
1.1 to the Credit Agreement is hereby amended to read in its
entirety as follows, to correct a scrivener’s
error:
“
(p)
Investments in the
form of Capital Leases made by a Borrower or any of its
Subsidiaries as lessor for the purpose of financing the purchase by
the lessee thereunder of the Equipment subject to that Capital
Lease, so long as the aggregate amount of all such Investments does
not exceed $1,000,000 at any time, and”
(c)
The definition of
“Permitted Purchase Money Indebtedness” in Schedule 1.1
to the Credit Agreement is hereby amended to read in its entirety
as follows, to correct a scrivener’s error:
“
“
Permitted Purchase Money
Indebtedness
” means, as of any date of determination,
Indebtedness (other than the Obligations, but including Capitalized
Lease Obligations), incurred after the Closing Date and at the time
of, or within 20 days after, the acquisition (including pursuant to
any sale–leaseback transaction of the kind described in
clause (q) of the definition of Permitted Dispositions) of any
fixed assets for the purpose of financing all or any part of the
acquisition cost thereof, in an aggregate principal amount
outstanding at any one time not in excess of
$10,000,000
.
”
(d)
Clause (k) of
Schedule 5.2 to the Credit Agreement is hereby amended to read
in its entirety as follows, to enumerate the existing
clause (k) as a new subclause (i) and to add a new
subclause (ii):
“
(k)
(i) a report
in form and substance reasonably satisfactory to Agent setting
forth in reasonable detail as of the last day of the immediately
preceding month for each Certificated Unit as to which the items
required by
Section 5.16
have not been
completed (or were completed during such month): (A) the date
on which the applicable Loan Party applied to the appropriate
Governmental Authority for the Agent’s Lien to be noted on
the applicable Certificate of Title and the Lien of any other
Person (other than the Trust) to be removed therefrom; (B) the
status of such application; (C) if applicable, the date on
which such notation of the Agent’s Lien was made; (D) if
applicable, the date on which the Lien in favor of any Person
(other than Agent or the Trust) was removed from such Certificate
of Title; and (E) such other information as Agent reasonably
requests in order to confirm that Agent has a perfected
first-priority Lien in such Certificated Unit; and (ii) a
report in form and substance reasonably satisfactory to Agent
setting forth in reasonable detail as of the last day of the
immediately preceding month for all Permitted Purchase Money
Indebtedness then outstanding: (A) the outstanding principal
amount of such Permitted Purchase Money Indebtedness; (B) all
fixed assets that are the subject of such Permitted Purchase Money
Indebtedness; and (C) such other information as Agent
reasonably requests regarding such Permitted Purchase Money
Indebtedness or such fixed assets.”
4.
Representations
. To induce Agent and the
Lenders to enter into this Agreement, each Borrower hereby
represents to Agent and the Lenders as follows:
(1)
that that Borrower
is duly authorized to execute and deliver this Agreement and is and
will continue to be duly authorized to borrow monies under the
Credit Agreement, as amended by this Agreement, and to perform its
obligations under the Credit Agreement, as amended by this
Agreement;
(2)
that the execution
and delivery of this Agreement and the performance by that Borrower
of its obligations under the Credit Agreement, as amended by this
Agreement, do not and will not conflict with any provision of law
or of the Governing Documents of that Borrower or of any agreement
binding upon that Borrower;
(3)
that the Credit
Agreement, as amended by this Agreement, is a legal, valid, and
binding obligation of that Borrower, enforceable against that
Borrower in accordance with its terms, except as enforceability is
limited by bankruptcy, insolvency, or other similar laws of general
application affecting the enforcement of creditors’ rights or
by general principles of equity limiting the availability of
equitable remedies;
(4)
that the
representations and warranties set forth in Section 4 of the
Credit Agreement, as amended by this Agreement, are true and
correct in all material respects (but if any representation or
warranty is by its terms qualified by concepts of materiality, that
representation or warranty is true and correct in all respects), in
each case with the same effect as if such representations and
warranties had been made on the date of this Agreement, with the
exception that all references to the financial statements mean the
financial statements most recently delivered to Agent except for
such changes as are specifically permitted under the Credit
Agreement and except to the extent that any such representation or
warranty expressly relates to an earlier date;
(5)
that that Borrower
has complied with and is in compliance with all of the covenants
set forth in the Credit Agreement, as amended by this Agreement,
including those set forth in Section 5, Section 6, and
Section 7 of the Credit Agreement; and
(6)
that as of the date
of this Agreement, no Default or Event of Default has occurred and
is continuing.
5.
Conditions
. The effectiveness of this
Agreement is subject to satisfaction of the following
conditions:
(1)
that Agent has
received this Agreement executed by Agent, the Lenders, and
Borrowers; and a Guarantor Acknowledgment in the form
attached to this Agreement executed by each Guarantor;
(2)
that Agent has
received copies (executed or certified, as appropriate) of all
other legal documents or minutes of proceedings taken in connection
with the execution and delivery of this Agreement to the extent
Agent or its counsel reasonably requests;
(3)
that Borrowers have
paid all fees and expenses required to be paid by Borrowers on the
date of this Agreement under this Agreement, the Credit Agreement,
or the other Loan Documents; and
(4)
that all legal
matters incident to the execution and delivery of this Agreement
are satisfactory to Agent and its counsel.
6.
Release
. Each Loan Party hereby waives
and releases any and all current existing claims, counterclaims,
defenses, or set-offs of every kind and nature which it has or
might have against Agent or any Lender arising out of, pursuant to,
or pertaining in any way to the Credit Agreement, any and all
documents and instruments delivered in connection with or relating
to the foregoing, or this Agreement. Each Loan Party hereby further
covenants and agrees not to sue Agent or any Lender or assert any
claims, defenses, demands, actions, or liabilities against Agent or
any Lender which occurred prior to or as of the date of this
Agreement arising out of, pursuant to, or pertaining in any way to
the Credit Agreement, any and all documents and instruments
delivered in connection with or relating to the foregoing, or this
Agreement.
7.
Miscellaneous
.
(a)
This Agreement is
governed by, and is to be construed in accordance with, the laws of
the State of Illinois. Each provision of this Agreement is
severable from every other provision of this Agreement for the
purpose of determining the legal enforceability of any specific
provision.
(b)
This Agreement
binds Agent, the Lenders, and Borrowers and their respective
successors and assigns, and will inure to the benefit of Agent, the
Lenders, and Borrowers and the successors and assigns of Agent and
each Lender.
(c)
Except as
specifically modified or amended by the terms of this Agreement,
all other terms and provisions of the Credit Agreement and the
other Loan Documents are incorporated by reference in this
Agreement and in all respects continue in full force and effect.
Each Borrower, by execution of this Agreement, hereby reaffirms,
assumes, and binds itself to all of the obligations, duties,
rights, covenants, terms, and conditions that are contained in the
Credit Agreement and the other Loan Documents.
(d)
Each reference in
the Credit Agreement to “this Agreement,”
“hereunder,” “hereof,” or words of like
import, and each reference to the Credit Agreement in any and all
instruments or documents delivered in connection therewith, will be
deemed to refer to the Credit Agreement, as amended by this
Agreement.
(e)
This Agreement is a
Loan Document. Each Borrower acknowledges that Agent’s
reasonable costs and out-of-pocket expenses (including reasonable
attorneys’ fees) incurred in drafting this Agreement and in
amending the Loan Documents as provided in this Agreement
constitute Lender Group Expenses.
(f)
The parties may
sign this Agreement in several counterparts, each of which will be
deemed to be an original but all of which together will constitute
one instrument.
[Signature pages to
follow]
The
parties are signing this Amendment No. 7 to Amended and
Restated Credit Agreement as of the date stated in the introductory
clause.
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PAC-VAN, INC.,
as a
Borrower
By:
/s/
Christopher A. Wilson
Name:
Christopher A. Wilson
Title:
Secretary
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LONE
STAR TANK RENTAL INC.,
as a
Borrower
By:
/s/
Christopher A. Wilson
Name:
Christopher A. Wilson
Title:
Secretary
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GFN REALTY
COMPANY, LLC,
as a
Borrower
By:
/s/
Christopher A. Wilson
Name:
Christopher A. Wilson
Title:
Secretary
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SOUTHERN
FRAC, LLC,
as a
Borrower
By: GFN Manufacturing Corporation,
a Delaware corporation, as
Manager
By:
/s/
Christopher A. Wilson
Name:
Christopher A. Wilson
Title:
Secretary
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Signature
page to Amendment No. 7 to Amended and Restated Credit
Agreement (Pac-Van)
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WELLS
FARGO BANK, NATIONAL ASSOCIATION,
as
Agent and as a Lender
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By:
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/s/ Brian Hynds
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Name:
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Brian Hynds
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Its Authorized Signatory
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Signature
page to Amendment No. 7 to Amended and Restated Credit
Agreement (Pac-Van)
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EAST
WEST BANK,
as an
existing Lender
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By:
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/s/ John E. Kolg
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Name:
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John E. Kolg
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Its Authorized Signatory
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Signature
page to Amendment No. 7 to Amended and Restated Credit
Agreement (Pac-Van)
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CIT
BANK, N.A.,
f/k/a
OneWest Bank N.A.,
successor
in interest to OneWest Bank, FSB,
as an
existing Lender
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By:
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/s/ Prapti Basnet
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Name:
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Prapti Basnet
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Its Authorized Signatory
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Signature
page to Amendment No. 7 to Amended and Restated Credit
Agreement (Pac-Van)
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THE
PRIVATEBANK AND TRUST COMPANY,
as an
existing Lender
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By:
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/s/ Scott Dvornik
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Name:
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Scott Dvornik
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Its Authorized Signatory
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Signature
page to Amendment No. 7 to Amended and Restated Credit
Agreement (Pac-Van)
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KEYBANK,
NATIONAL ASSOCIATION,
as an
existing Lender
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By:
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/s/ Nadine M. Eames
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Name:
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Nadine M. Eames
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Its: Vice President
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Signature
page to Amendment No. 7 to Amended and Restated Credit
Agreement (Pac-Van)
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BANK
HAPOALIM B.M.,
as an
existing Lender
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By:
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/s/ Lenroy Hackett
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Name:
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Lenroy Hackett, Senior Vice President
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Its Authorized Signatory
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By:
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/s/ Maxine Levy
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Name:
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Maxine Levy, First Vice President
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Its Authorized Signatory
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Signature
page to Amendment No. 7 to Amended and Restated Credit
Agreement (Pac-Van)
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ASSOCIATED
BANK, N.A.,
as an
existing Lender
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By:
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/s/ Matthew Kaney
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Name:
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Matthew Kaney
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Its Authorized Signatory
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Signature
page to Amendment No. 7 to Amended and Restated Credit
Agreement (Pac-Van)
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GACP I,
L.P.,
a
Delaware limited partnership,
as an
existing Lender
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By:
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/s/ John Ahn
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Name:
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John Ahn
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Its Authorized Signatory
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Signature
page to Amendment No. 7 to Amended and Restated Credit
Agreement (Pac-Van)
GUARANTOR
ACKNOWLEDGMENT
This
Guarantor Acknowledgment refers to, and is attached to, an
Amendment No. 7 to Amended and Restated Credit Agreement dated
as of July 31, 2017, 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
” and, together with Pac-Van, Lone Star, and
GFNRC, each a “
Borrower
”), the Lenders
identified on the signature pages thereof as Lenders, and Wells
Fargo Bank, National Association, a national banking association,
as agent for the Lenders (the “
Amendment
”). Defined
terms used but not defined in this Guarantor Acknowledgment are as
defined in the Amendment.
Each of
the undersigned, in its capacity as a Guarantor, hereby does the
following: (1) consents to the Amendment;
(2) acknowledges that the Amendment does not in any way
modify, limit, or release any of its obligations under the Guaranty
and Security Agreement to which it is a party; (3) ratifies
and confirms its obligations under the Guaranty and Security
Agreement to which it is a party and acknowledges that those
obligations continue in full force and effect; and
(4) acknowledges that its consent to any other modification to
any Loan Document will not be required as a result of the consent
set forth in this Guarantor Acknowledgment having been obtained,
except to the extent, if any, required by the specific terms of
that Loan Document.
Dated
as of the date of the Amendment.
PV ACQUISITION
CORP.,
an
Alberta corporation
By:
/s/
Christopher A. Wilson
Name:
Christopher A. Wilson
Title:
Secretary
|
GFN MANUFACTURING
CORPORATION,
a
Delaware corporation
By:
/s/
Christopher A. Wilson
Name:
Christopher A. Wilson
Title:
Secretary
|
Guarantor
Acknowledgment to Amendment No. 7 to Amended and Restated
Credit Agreement (Pac-Van)
SCHEDULE 1
Fixed Assets (Celtic Sale–Leaseback Transaction)
(See
attached.)
Truck
#00494 - 2002 Taylor Forklift
|
Truck
#00494
|
Truck
#00491 - Superline Container Trailer
|
Truck
#00491
|
Truck
#00492 - Superline Trailer
|
Truck
#00492
|
Truck
#00493 - Superline Trailer
|
Truck
#00493
|
Truck
#00489 - 2007 Freightliner
|
Truck
#00489
|
Truck
#00488 - 2006 Freightliner
|
Truck
#00488
|
Truck
#00496 - 2016 Chevy Silverado
|
Truck
#00496
|
Truck
#00500 - 2005 Freightlliner M2106
|
Truck
#00500
|
TRUCK
#00490 - 2007 Freightliner Columbia 120
|
TRUCK
#00490
|
2007 INTERNATIONAL 8600
|
TRUCK #00502
|
2012 FREIGHTLINER CA113
|
TRUCK #00503
|
2009 FREIGHTLINER
|
TRUCK #00504
|
2016 FORD F350
|
TRUCK #00505
|
2010 INTERNATIONAL TRANSTAR 8600
|
TRUCK #00506
|
2002 INTERNATIONAL 8100
|
TRUCK #00508
|
SUPERLINE CONTAINER TRAILER DO20T492CDU
|
TRUCK #00509
|
CAT V-200 BSTR
|
TRUCK #00513
|
TRUCK
#452 - 1998 Taylor TECE 156H Forklift
|
TRUCK
#452
|
TRUCK
#437 - 2013 Kenworth Winch Truck
|
TRUCK
#437
|
TRUCK
#420 - 2012 Kenworth Winch Truck
|
TRUCK
#420
|
TRUCK
#438 - 2012 Kenworth Winch Truck
|
TRUCK
#438
|
TRUCK
#461 - 2012 Ford F-650
|
TRUCK
#461
|
TRUCK
#444 - 2015 LandoU Trailer
|
TRUCK
#444
|
TRUCK
#436 - 2007 Freightliner CL120
|
TRUCK
#436
|
TRUCK
#453 - 1996 Mijack MY18H56 Forklift
|
TRUCK
#453
|
Truck
#00486 - 2001 Taylor Forklift
|
Truck
#00486
|
TRUCK
#465 - 2008 Daewoo Forklift
|
TRUCK
#465
|
TRUCK
#454 - 2012 Ford F650 Roll Back
|
TRUCK
#454
|
TRUCK
#463 - 2007 Freightliner Columbia
|
TRUCK
#463
|
TRUCK
#466 - 2011 International Prostar
|
TRUCK
#466
|
TRUCK
#447 - 2013 Contral Trailer
|
TRUCK
#447
|
TRUCK
#462 - 2007 Freightliner Columbia
|
TRUCK
#462
|
TRUCK
#456 - 2007 Kenworth T300
|
TRUCK
#456
|
TRUCK
#467 - 2003 Sterling LT9500
|
TRUCK
#467
|
TRUCK
#445 - 2011 LandoU Trailer
|
TRUCK
#445
|
TRUCK
#476 - 2006 Mack-Roll Off Truck
|
TRUCK
#476
|
TRUCK
#455 - 2004 Freightliner Columbia
|
TRUCK
#455
|
TRUCK
#468 - 2001 Kalyn Siebert Trailer
|
TRUCK
#468
|