FOURTH AMENDED AND RESTATED
REVOLVING LINE OF CREDIT AGREEMENT
This
Fourth Amended and Restated Revolving Line of Credit Agreement
(this “
Agreement ”)
is made as of January 20, 2007 by and between General Finance
Corporation, a Delaware corporation (“
Borrower ”),
and Ronald F. Valenta (“
Lender ”),
with reference to the following facts.
A.
Borrower
has been organized for the purpose of effecting a merger,
capital stock exchange, asset acquisition or other similar
business combination with an operating business (a
“
Business Combination ”).
B.
Borrower
proposes to: (a) make a public offering (the “
Public Offering ”)
of its securities pursuant to a registration statement (the
“
Registration Statement ”)
filed with and declared effective by the Securities and Exchange
Commission (the “
SEC ”);
(b) deposit the proceeds from the Public Offering into a trust
account (the “
Trust Account ”)
for the benefit of the purchasers of securities in the Public
Offering, net of offering costs, underwriting discounts and a
financial advisory fee, to be held and disbursed in accordance with
the terms of the Investment Management Trust Agreement to be
entered into between Borrower and Continental Stock Transfer &
Trust Company as trustee (the “
Trust Agreement ”);
and (c) utilize the funds in the Trust Account in connection with a
Business Combination.
C.
Borrower
may need funds to pay costs and expenses prior to consummation
of a Business Combination.
D.
On
the terms and subject to the conditions set forth in this
Agreement, Lender is willing to make available to Borrower a
revolving line of credit to pay certain costs and expenses
that may arise prior to a Business Combination (the
“
Loan ”).
AGREEMENT
1.
The Loan
1.1
Lender
agrees to make advances to Borrower, and Borrower agrees to
repay such advances, from time to time in accordance with the
terms and conditions of this Agreement and the form of
revolving promissory note attached hereto as Exhibit A (the
“
Note ”);
provided, however, that notwithstanding anything to the contrary in
this Agreement, at no time shall the aggregate of all advances and
readvances outstanding under the Loan at any time exceed
$2,000,000. This Agreement and the Note are each sometimes referred
to in this Agreement individually as a “
Loan Document ,”
and are sometimes collectively referred to as the “
Loan Documents .”
1.2
Lender’s
obligation to make advances shall expire upon the first to
occur of the following:
1.2.1
Upon
a material breach or default of any representation, warranty
or agreement of Borrower that is not cured or corrected within
20 days of notice of such breach from Lender;
1.2.2
Upon
consummation of a Business Combination;
1.2.3
Upon
notice from Lender at any time prior to the effectiveness of
the Registration Statement;
1.2.4
Two
years after the effective date of the Registration Statement,
provided that the Company may request advances after that date
solely to pay reasonable costs and expenses in connection with
liquidation of the Company.
2.
Conditions of Advances .
Upon reasonable advance request from Borrower, Lender shall make
advances to or as directed by Borrower, provided that each and all
of the following conditions is satisfied:
2.1
Borrower
shall have executed and delivered the Note to
Lender;
2.2
The
aggregate amount of outstanding advances following such
advance shall not exceed $2,000,000;
2.3
The
representations and warranties of Borrower in the Loan
Documents shall be true and correct in all material
respects;
2.4
Borrower
shall have complied in all material respects with each of its
agreements in the Loan Documents;
2.5
Borrower
shall not have terminated Lender’s employment as the
Chief Executive Officer of Borrower other than for
cause;
2.6
The
advances shall be used only for such purposes as are set forth
in Section 4.1
of
this Agreement; and
2.7
Prior
to the effectiveness of the Registration Statement, Lender
consents to the advance.
3.
Borrower Representations
3.1
Borrower
represents and warrants as follows:
3.1.1
Borrower
has full power and authority to execute and deliver this
Agreement and the other Loan Documents to be executed and
delivered by it pursuant hereto and to perform its obligations
hereunder and thereunder. This Agreement and such Loan
Documents constitute the valid and legally binding obligations
of the Borrower and are enforceable against Borrower in
accordance with their terms.
3.1.2
Neither
the execution and the delivery of the Loan Documents by
Borrower, nor the consummation of the transactions
contemplated by the Loan Documents, nor the borrowing by
Borrower, will (a) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling,
charge, or other restriction of any government, governmental
agency, or court to which Borrower is subject or any provision
of the Certificate of Incorporation or Bylaws of Borrower, or
(b) conflict with, result in a breach of, constitute a
default under, result in the acceleration of, create in any
entity or natural person (each, a “
Person ”)
the right to accelerate, terminate, modify, or cancel, any
agreement, contract, lease, license, instrument, or other
arrangement to which Borrower is a party or by which it is bound or
to which any of its assets are subject (or result in the imposition
of any security interest upon any of its assets), in each case
other than where such violation, conflict, breach, default,
acceleration or creation of right would not reasonably be expected
to have a material adverse effect on the ability of Borrower to
repay amounts due under the Note in accordance with the terms of
the Loan Documents. (a “
Material Adverse Effect ”).
3.1.3
Borrower
does not need to give any notice to, make any filing with, or
obtain any authorization, permit, certificate, registration,
consent, approval or order of any government or governmental
agency in order for the parties to consummate the transactions
contemplated by this Agreement, except whether the failure
would not reasonably be expected to have a Material Adverse
Effect.
3.1.4
The
conditions to the obligation of Lender to make the advance, as
set forth in Section 2
,
shall be satisfied.
3.2
Each
and every representation and warranty made by Borrower in this
Agreement shall be deemed renewed and remade upon the making
of each and every advance or readvance under the Note that
Lender may make.
4.
Borrower Covenants .
For as long as Lender shall have a commitment to make advances or
there shall be any outstanding balance on the Loan, without the
prior consent of Lender, Borrower shall:
4.1
use
the proceeds only for: (a) prior to the closing of the Public
Offering, costs and expenses of the Offering, including legal,
accounting, printing and “road show” expenses; and
(b) after the Closing of the Offering, ordinary and reasonable
operating costs and expenses during the period Borrower seeks
to identify, investigate, negotiate and consummate a Business
Combination, including Borrower’s reporting obligations
with the SEC, the audit and review of Borrower’s
financial statements, identifying and investigating potential
targets for a Business Combination, negotiating and closing
the Business Combination, legal and other professional fees
and expenses, fees, salaries and compensation for directors,
officers, employees, consultants and advisors, and insurance
premiums; and
(c) if the Company does not consummate a Business Combination
and the funds in the Trust Account are returned to the
purchasers of the securities in the Public Offering, the
reasonable costs and expenses of the liquidation of the
Company.
4.2
within
three business days following the closing of the Public
Offering, pay all outstanding principal and interest on the
Loan and the Note outstanding as of the closing of the Public
Offering to the extent such amounts were borrowed in respect
of offering costs for which Borrower may utilize the funds
held by it which were not deposited into the Trust
Account;
4.3
not
declare or pay any dividend or distribution with respect to,
or repurchase or redeem any shares of, the capital stock of
Borrower, provided that this shall not prohibit payments from
the Trust Account to stockholders of Borrower in accordance
with the Trust Agreement;
4.4
not
engage in any business other than identifying, investigating,
negotiating and closing a Business Combination;
4.5
make
any material capital expenditure or purchase any material
property or asset (other than office supplies and equipment);
and
4.6
upon
request of Lender, provide to Lender copies of all filings
with the Securities and Exchange Commission.
5.
No Recourse to Trust Account
Lender,
on behalf of it
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