THIRD AMENDED AND
RESTATED
REVOLVING LINE OF CREDIT
AGREEMENT
This Second
Amended and Restated Revolving Line of Credit Agreement (this
“ Agreement ”) is made as of February 3,
2006 by and between General Finance Corporation, a Delaware
corporation (“ Borrower ”), and Ronald 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
”).
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 $1,750,000. 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 $1,750,000;
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
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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, insurance premiums and for the payment of
reasonable costs and expenses in connection with a 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
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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 itself and its successors and assigns, hereby
acknowledges and agrees that under no circumstance shall Lender
have any right, title or interest in or to any of
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