Unassociated Document


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        

      

    

    

      Australia
        and New Zealand Banking Group Limited 

      ABN
        11
        005 357 522

       

        
          

        

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      

    

    CUSTOMER
      GROUP SCHEDULE 

    
      

    

     

    For
      the
      purpose of this Letter of Offer the following entities are individually and
      collectively known as Royal
      Wolf Australia Group or
      Group:

     

    
      	
              ·

            	
              GFN
                Australasia Holdings Pty Ltd ACN 121 226
                793

            


    

     

    
      	
              ·

            	
              GFN
                Australasia Finance Pty Ltd ACN 121 227
                790

            


    

     

    
      	
              ·

            	
              RWA
                Holdings Pty Ltd ACN 106 913 964

            


    

     

    
      	
              ·

            	
              Royal
                Wolf Trading Australia Pty Ltd ACN 069 244
                417

            


    

     

    
      	
              ·

            	
              Royal
                Wolf Hi-Tech Pty Ltd ACN 079 735
                050

            


    

     

    “You”
is
      a reference to the Group members individually and collectively.

     

    The
      following New Zealand entities are individually and collectively known as
RWNZ
      Group:

     

    
      	 	
              ·

            	
              Royal
                Wolf Trading New Zealand Ltd

            


    

     

    
      	 	
              ·

            	
              RWNZ
                Acquisition Co Ltd

            


    

     

    
      	 	
              ·

            	
              Royalwolf
                NZ Acquisition Co Ltd.

            


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    
      
        

      
LETTER OF OFFER 

    
      

    

     

    Issuing
      Office:

     

    Australia
      and New Zealand Banking Group Limited

    Corporate
      Banking

    Level
      13,
      20 Martin Place

    Sydney
      NSW 2000

    


    Phone:
      +61 2 9226 4548

    Fax:
      +61
      2 9227 1124

    Mob:
      +61
      434 609 643

    www.anz.com

     

    Dear
      Sir/Madam,

    


    We
      are
      pleased to offer to Royal Wolf Australia Group the facilities set out
      below:

     

    Summary
      of facilities available:

     

    A
      summary
      of facilities is as follows:

    


    
      	
              Facility

            	 	
              Facility Limit

            	 
	 	 	 	 
	
              Overdraft
                Facility

            	 	 	
              AUD
                2,000,000

            	 
	 	 	 	 	 
	
              ANZ
                Online Facility – Direct Payments

            	 	 	
              AUD
                2,000,000

            	 
	 	 	 	 	 
	
              ANZ
                Online Facility – Global Payments

            	 	 	
              
              

              AUD
                1,000,000

            	 
	 	 	 	 	 
	
              Multi
                Option Facility 

              - 
                Lease
                Finance (Progressive Draw) Facility

              - 
                Hire
                Purchase (Progressive Draw) Facility

            	 	 	
              AUD
                500,000

              
              

            	 
	 	 	 	 	 
	
              Indemnity/Guarantee
                Facility – Financial Guarantees

            	 	 	
              AUD
                1,450,000

            	 
	 	 	 	 	 
	
              Indemnity/Guarantee
                Facility – Performance Guarantees

            	 	 	
              
              

              AUD
                50,000

            	 
	 	 	 	 	 
	
              Interchangeable
                Facility (1) 

              - Fixed
                Rate Commercial Bill Facility

              - Variable
                Rate Commercial Bill Acceptance and Discount Facility

            	 	 	
              AUD
                4,000,000

              
              

              
              

            	 
	 	 	 	 	 
	
              Interchangeable
                Facility (2) 

              - Fixed
                Rate Commercial Bill Facility

              - Variable
                Rate Commercial Bill Acceptance and Discount Facility

            	 	 	
              AUD
                7,204,000

            	 
	 	 	 	 	 
	
              Interchangeable
                Facility (3)

              - Fixed
                Rate Commercial Bill Facility

              -
                Variable
                Rate Commercial Bill Acceptance and Discount Facility

            	 	 	
              AUD
                40,000,000

              
              

              
              

            	 
	 	 	 	 	 
	
              Interchangeable
                Facility (4) 

              - Fixed
                Rate Commercial Bill Facility

              - Variable
                Rate Commercial Bill Acceptance and Discount Facility

            	 	 	
              AUD
                12,052,000

              
              

              
              

            	 
	 	 	 	 	 
	
              Interchangeable
                Facility (5)

              - Fixed
                Rate Commercial Bill Facility

              - Variable
                Rate Commercial Bill Acceptance and Discount Facility

            	 	 	
              AUD
                4,700,000

              
              

              
              

            	 
	 	 	 	 	 
	
              Special
                Finance Line Facility Uncommitted

            	 	 	
              AUD
                8,500,000

            	 
	 	 	 	 	 
	
              Multi
                Option Facility (2) 

              - Fixed
                Rate Commercial Bill Facility

              - Variable
                Rate Commercial Bill Acceptance and Discount  Facility

              - Lease
                Finance (Progressive Draw) Facility

              - Hire
                Purchase (Progressive Draw) Facility

            	 	 	
              AUD
                2,500,000

              
              

              
              

            	 
	 	 	 	 	 
	
              Bank
                Guarantee Facility to ANZ National Bank Ltd 

            	 	 	
              NZD15,470,435

            	 
	 	 	 	 	 
	
              Invoice
                Finance Facility 

            	 	 	
              AUD
                12,000,000

            	 
	 	 	 	 	 
	
              Total
                Facility Limits:

            	 	 	
              AUD 97,956,000

              NZD 15,470,435

            	 


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Details
      of facilities:

     

    Details
      of the facilities are set out in the Facilities Schedule to this Letter of
      Offer.

     

    Security:

     

    Securities
      for the facilities are set out in the Security Schedule to this Letter of
      Offer.

     

    Financial
      Requirements, Other Conditions and Conditions
      Precedent

     

    Any
      financial reporting requirements, financial covenants, other conditions and
      conditions precedent applicable to facilities are set out in the Financial
      Requirements and Other Conditions Schedule
      to this Letter of Offer.

     

    General
      and Specific Conditions and Amendments

     

    Details
      pertaining to General and Specific Conditions and any amendments are attached
      in
      the General and Specific Conditions Schedule to this Letter of
      Offer.

     

    Annual
      review:

     

    The
      facilities are subject to annual
      review.
      The
      next review date will be on 17
      October 2008.
      

    


    If
      the
Annual
      review
      is not
      carried out on or before the next review date, we may carry out the
Annual
      review
      at any
      time after the next review date.

     

    Other
      Conditions

     

    Provision
      of information to our wholly owned subsidiaries:

     

    You
      consent to our providing information about you and your account(s) to our wholly
      owned subsidiaries, especially but not solely for marketing purposes, to inform
      you about other financial services that may suit your needs.

     

    Change
      of control: 

     

    If
      a
      change of control occurs, it is an event of default unless waived by
      us.

    


    For
      the
      purposes of this agreement, a change of control occurs if, without our prior
      written consent, effective control of you or any surety or any of your or their
      subsidiaries is, in our opinion altered to any material extent from that
      subsisting at the date of our offer.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    “Effective
      control” of a corporation means:

    


    
      	
              (i)

            	
              control
                of the composition of the board of directors of that
                corporation;

            


    

     

    
      	
              (ii)

            	
              control
                of more than half the voting rights attaching to shares in that
                corporation; or

            


    

     

    
      	
              (iii)

            	
              control
                of more than half the issued share capital of that corporation (excluding
                any part which carries no right to participate beyond the specified
                amount
                in the distribution of either profit or capital),
                

            


    

     

    and
      includes the acquisition by any means of a person of a relevant interest
      (whether actual or deemed within the meaning of the Corporations Act) in shares
      in that corporation sufficient to allow that person either alone or jointly
      to
      exercise the control referred to in items (i), (ii) or (iii) of this definition.
      For the purpose of this definition, control includes the criteria stated in
      section 50AA of the Corporations Act. It also includes indirect as well as
      direct control.

     

    Engagement
      of experts and consultants:

     

    You
      agree
      that after an Event of Default occurs (and whether or not the Event of Default
      remains subsisting) ANZ may engage an Investigating Accountant or other expert
      or consultant (“ANZ Appointee”) to review your financial position and value of
      the business and that you will co-operate with any ANZ appointee and the costs
      will be paid by you. Also you agree that neither we nor any bank employee will
      be liable to you or any other person for any loss, liability, cost or expense
      that is caused (directly or indirectly) by anything that an ANZ appointee does
      or does not do arising out of the provision of a service to the
      Bank.

     

    Negative
      pledge:

     

    You
      agree
      not to create or permit to exist, a mortgage, pledge, lien, charge, assignment
      or any other arrangement with another party (including any set-off arrangement)
      having a similar effect as a grant of security other than any
      security:

     

    
      	
              (i)

            	
              advised
                to us by notice from you before entering into this agreement;
                or

            


    

     

    
      	
              (ii)

            	
              created
                subsequently with our prior written
                consent.

            


    

     

    A
      breach
      of this clause will constitute default.

     

    Conditions
      continue:

     

    Until
      you
      accept our offer and have complied with all conditions precedent, the
      arrangements for the facilities that we are making available to you, including
      the conditions on which those facilities are being made available,
      continue.

     

    No
      other variations:

     

    Except
      as
      indicated above, it is not proposed to vary any of the other conditions of
      your
      facilities. 

     

    Fees

     

    Loan
      Approval Fee:

     

    A
      Loan
      Approval Fee of $120,000 will be debited to your account on receipt of your
      acceptance of this letter.

     

    Stamp
      Duty - Certificate of Value and Location of Assets

     

    To
      ensure
      government stamp duty is paid correctly on any document and transaction would
      you please provide us with a certificate signed by each entity providing
      security which sets out the location of assets on a State or Territory basis
      (the form of the certificate required is attached).

    


    Stamp
      duty and other State and Federal Government charges may be levied/payable on
      the
      facilities provided by the Bank. State charges may apply in a single
      jurisdiction or multiple jurisdictions. You are liable for all such duties
      or
      charges and we may debit your account for those charges. If you do not have
      an
      account with us we will ask you to pay by cheque. We may, at our discretion,
      seek advice from external legal sources to advise on duties and charges payable.
      Any costs associated with obtaining this advice will be for your
      account.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Drawdown
      timeframe

     

    You
      must
      drawdown your facilities in full (or where your facilities allow, partial
      drawdown, in part) by no later than 90 days from the date of acceptance of
      this
      Letter of Offer.

    


    If
      the
      facilities have not been drawn down by this date, we reserve the right to review
      the terms and conditions on which this offer has been made in terms of Clause
      9
      of the General Conditions. In addition to any other information we may request
      from you in conducting a review, you must provide us on request with your
      current management accounts (balance sheet and profit and loss) and cash flow
      statements certified by a director or secretary as representing a true and
      fair
      view of your financial position in a form and substance satisfactory to
      us.

     

    Offer
      period:

     

    Our
      offer
      is available for acceptance until the close of business on 1
      August 2008,
      unless
      otherwise extended by ANZ in writing.

    


    We
      may
      withdraw our offer at any time before you accept it if we become aware of
      anything which, in our opinion, adversely alters the basis on which we made
      our
      offer.

     

    Acceptance:

     

    To
      accept
      this offer, please sign the duplicate of this Letter of Offer where indicated
      and return it to me at this office.

    


    Yours
      faithfully

    


    /s/
      Zaheed Khan

     

    Zaheed
      Khan

    Relationship
      Manager


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    
      

    

    FACILITIES
      SCHEDULE 

    
      

    

     

    FACILITIES
      SCHEDULE to the Letter of Offer dated 1 July 2008.

    


    The
      facilities specified below are only available to the customer named before
      the
      facility details.

    


    
      	
              CUSTOMER:

            	
              Royal
                Wolf Australia Group 

            


    

    


    
      	
              Overdraft
                Facility

            
	 
	
              Facility
                limit:

            	
              $2,000,000

            
	 	 
	
              Termination
                date:

            	
              The
                facility is repayable on demand provided that if demand has not been
                made
                before the next review date it is repayable on the next review date
                or any
                extension of that review date.

            
	 	 
	
              Purpose:

            	
              To
                assist with working capital requirements.

            
	 	 
	
              Interest
                rate:

            	
              ANZ’s
                reference rate for amounts up to the facility limit.

            
	 	 
	 	
              ANZ’s
                reference rate is published weekly (usually each Monday) in the Australian
                Financial Review.

            
	 	 
	
              Interest
                payment:

            	
              Monthly
                in arrears on the first business day of each month, accruing daily
                starting on the first day of overdraft (interest is charged and payable
                monthly).

            
	 	 
	
              Fees:

            	
              Line
                Fee:

               

              1.25%
                pa charged quarterly in arrears on the highest Facility Limit recorded
                for
                your accounts during the preceding quarter.

            
	 	 
	
              Prepayment:

            	
              Prepayment
                or cancellation of the facility (in whole or in part) may be effected
                without penalty at any time at the election of the
                customer.

            
	 	 
	
              Specific
                Conditions:

            	
              There
                are no Specific Conditions which apply to this
                facility.

            


    

    


    
      	
              ANZ
                OnLine Facility – Direct
                Payments

            
	 
	
              Facility
                limit:

            	
              $2,000,000

               

              The
                facility limit represents the extent to which we will assume pay
                away
                exposure on any one day.

            
	 	 
	
              Termination
                date:

            	
              Not
                before the next review date. 

            
	 	 
	
              Purpose:

            	
              To
                facilitate direct payments using ANZ OnLine.

            
	 	 
	
              Condition
                precedent:

            	
              You
                may only use the facility if:

            
	 	 
	 	
              a)
                you
                complete your application for the ANZ OnLine Service in terms acceptable
                to us; and

            
	 	 
	 	
              b)
                you
                execute all documents required by us, including the ANZ OnLine Application
                and Customer Agreement.

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    
      	
              Pay
                – away exposure:

            	
              Any
                pay – away exposure under this facility will be against funds available
                in
                your account or, if the provision of credit is required, will be
                debited
                to your overdraft.

            
	 	 
	
              Fees:

            	
              As
                advised by ANZ Cash Management Transaction Services.

            
	 	 
	
              Specific
                Conditions:

            	
              There
                are no Specific Conditions which apply to this
                facility.

            


    

    


    
      	
              ANZ
                OnLine Facility – Global
                Payments

            
	 
	
              Facility
                limit:

            	
              $1,000,000

               

              The
                facility limit represents the extent to which we will assume pay
                away
                exposure on any one day.

            
	 	 
	
              Termination
                date:

            	
              Not
                before the next review date. 

            
	 	 
	
              Purpose:

            	
              To
                facilitate global payments using ANZ OnLine. 

            
	 	 
	
              Condition
                precedent:

            	
              You
                may only use the facility if:

            
	 	 
	 	
              a)
                you
                complete your application for the ANZ OnLine Service in terms acceptable
                to us; and

            
	 	 
	 	
              b)
                you
                execute all documents required by us, including the ANZ OnLine Application
                and Customer Agreement.

            
	 	 
	
              Pay
                – away exposure:

            	
              Any
                pay – away exposure under this facility will be against funds available
                in
                your account or, if the provision of credit is required, will be
                debited
                to your overdraft.

            
	 	 
	
              Fees:

            	
              As
                advised by ANZ Cash Management Transaction Services.

            
	 	 
	
              Specific
                Conditions:

            	
              There
                are no Specific Conditions which apply to this
                facility.

            


    

    


    
      	
              Multi
                Option Facility

            
	 
	
              Total
                facility limit:

            	
              $500,000

            
	 	 
	
              Termination
                date:

            	
              Not
                before the next review date.

            
	 	 
	
              Multi
                Option:

            	
              The
                facility may be used in accordance with this agreement and within
                the
                approved facility limit amount across the following facility types
                :

              - Lease
                Finance (Progressive Draw) Facility

              - Hire
                Purchase (Progressive Draw) Facility

               

            
	
              Purpose:

            	
              To
                assist with any lease/hire purchase requirements specifically for
                cars and
                forklifts.

            


    

    


    
      	
              Total
                facility limit for Multi-Option Facility and separate facility
                limits:

            	 	
              You
                may only make a drawing under a particular facility included in the
                Multi-Option Facility so long as the making of the drawing would
                not
                cause

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    
      	
              Detailed
                Facility Information

            	
              The
                terms associated with the specific facility types listed within the
                Multi-Option facility are documented
                separately.

            


    

    


    
      	
              Lease
                Finance (Progressive Draw) Facility 

            
	 
	
              Subject
                to execution and acceptance of lease request:

            	 	
              The
                Customer is entitled to an agreement to lease or lease, as the case
                may
                be, only upon acceptance by the Bank of a signed lease
                request.

            
	 	 	 
	
              Fees:

            	 	
              Documentation
                fee:

               

              A
                Documentation fee of $385 is payable on each draw.

            
	 	 	 
	 	 	
              Asset
                Drawdown fee:

               

              An
                Asset Drawdown fee of $165 is payable on each draw.

               

              Other
                fees may be payable in accordance with the Specific
                Conditions.

            
	 	 	 
	
              Specific
                Conditions:

            	 	
              Specific
                Conditions for the facility are
                enclosed.

            


    

    


    
      	
              Hire
                Purchase (Progressive Draw) Facility

            
	 
	
              Subject
                to execution and acceptance of hire purchase request:

            	 	
              The
                Customer is entitled to an agreement to hire or hire purchase agreement,
                as the case may be, only upon acceptance by the Bank of a signed
                hire
                purchase request.

            
	 	 	 
	
              Fees:

            	 	
              Documentation
                fee:

               

              A
                Documentation fee of $350 is payable on each draw.

            
	 	 	 
	 	 	
              Asset
                Drawdown fee:

               

              An
                Asset Drawdown fee of $150 is payable on each draw.

               

              Other
                fees may be payable in accordance with the Specific
                Conditions.

            
	 	 	 
	
              Specific
                Conditions:

            	 	
              Specific
                Conditions for the facility are enclosed.


            


    

    


    
      	
              Indemnity/Guarantee
                Facility – Financial
                Guarantees

            
	 
	
              Facility
                limit:

            	
              $1,450,000

            
	 	 
	
              Note:
                A financial guarantee is a guarantee of a financial commitment or
                obligation.

            
	 
	
              Termination
                date:

            	
              Not
                before the next review date.

            
	 	 
	
              Purpose:

            	
              To
                assist with the issuance of bank guarantees for business
                purposes.

            


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Fee
                  rate for each Bank Guarantee:

              	 	
                1.50%
                  pa subject to a minimum fee of $100 per half year. The minimum
                  fee is
                  subject to variation at any time during the term of the
                  facility.

              
	 	 	 
	
                Fee
                  payment:

              	 	
                For
                  each Bank Guarantee, the fee is payable on the date of drawdown
                  and
                  afterwards half yearly.

              
	 	 	 
	
                Specific
                  Conditions:

              	 	
                Specific
                  Conditions - Indemnity/Guarantee are
                  enclosed.

              


      

      


      
        	
                Indemnity/Guarantee
                  Facility – Performance Guarantees

              
	 
	
                Facility
                  limit:

              	 	
                $50,000

              
	 	 	 
	
                Note:
                  A performance guarantee is a guarantee to fulfil or perform a
                  non-financial contractual obligation. 

              
	 
	
                Termination
                  date:

              	 	
                31
                  March 2009

              
	 	 	 
	
                Purpose:

              	 	
                To
                  facilitate the issuance of bank guarantees for trade contracts.
                  

              
	 	 	 
	
                Fee
                  rate for each Bank Guarantee:

              	 	
                1.50%
                  pa subject to a minimum fee of $80 per half year. The minimum fee
                  is
                  subject to variation at any time during the term of the
                  facility.

              
	 	 	 
	
                Fee
                  payment:

              	 	
                For
                  each Bank Guarantee, the fee is payable on the date of drawdown
                  and
                  afterwards half yearly.

              
	 	 	 
	
                Specific
                  Conditions:

              	 	
                Specific
                  Conditions - Indemnity/Guarantee are
                  enclosed.

              


      

      


      
        	
                Interchangeable
                  Facility (1)

              
	 
	
                Total
                  facility limit:

              	 	
                $4,000,000

              
	 	 	 
	
                Termination
                  date:

              	 	
                14
                  September 2012

              
	 	 	 
	
                Purpose:

              	 	
                To
                  assist with the purchase of Container Hire & Sales

              
	 	 	 
	
                Repayments:

              	 	
                Interest
                  only.

              
	 	 	 
	
                Total
                  facility limit for Interchangeable Facility and separate facility
                  limits:

              	 	
                You
                  may only make a drawing under a particular facility included in
                  the
                  Interchangeable Facility so long as the making of the drawing would
                  not
                  cause

              
	 	 	 
	 	 	
                the
                  amount of the outstanding drawings under all the facilities included
                  in
                  the Interchangeable Facility to exceed the total facility limit
                  for the
                  Interchangeable Facility. 

              
	 	 	 
	
                Detailed
                  Facility Information

              	 	
                The
                  terms associated with the specific facility types listed within
                  the
                  Interchangeable facility are documented separately.

              
	 	 	 
	
                Fixed
                  Rate Commercial Bill Facility

              
	 
	
                Yield
                  rate:

              	 	
                For
                  each drawing of bills, a rate fixed for all rollovers up until
                  the last
                  day of the term.

              


      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


      
        	
                Fees:

              	 	
                Line
                  fee:

                 

                Payable
                  quarterly in advance and to be adjusted in accordance to the
                  upward/downward ratchet mechanism. The Line Fee will be adjusted
                  by
                  reference to the Total Financial Debt / Adjusted Trailing EBITDA
                  ratio as
                  follows and implemented at the next applicable fee charging date
                  provided
                  financials and covenant compliance certificate are provided within
                  15 days
                  of the fee charging date. This fee is not
                  rebatable.

              


      

      


      
        	
                Total Debt (excl GFN) / 

                Adjusted Trailing EBITDA

              	 	
                Line Fee 

              
	
                Less than 2.5x

              	 	
                1.40%

              
	
                >2.5x ≤ 3.0x

              	 	
                1.75%

              
	
                >3.0x ≤ 4.0x

              	 	
                1.95%

              
	
                >4.0x ≤ 4.5x

              	 	
                2.25%

              
	
                > 4.5x ≤ 5.5x

              	 	
                3.25%

              
	
                >5.5x 

              	 	
                Review Event 

              


      

      


      
        	 	 	
                § 
                   Line Fee is
                  currently set at 1.95% until
                  such time as financial data (reviewed by WHK) for the Financial
                  Year End
                  30 June 2008 is available. Then for each applicable period the
                  margin is
                  to be determined in accordance with Total debt (excluding GFN)/
                  Adjusted
                  EBITDA (12 months trailing). 

              
	 	 	 
	 	 	
                Handling
                  fee:

                 

                A
                  fee of $125 is payable when each bill is rolled. 

              
	 	 	 
	
                Specific
                  Conditions:

              	 	
                Specific
                  Conditions for the facility are enclosed.


              


      

      


      
        	
                Variable
                  Rate Commercial Bill Acceptance and Discount
                  Facility

              
	 
	
                Yield
                  Rate:

              	 	
                For
                  each drawing of bills, a rate quoted by us for the face value of
                  the bills
                  for the relevant tenor.

                 

                For
                  tenors of 30, 60, 90, 120, 150 or 180 days, the actual rate used
                  in the
                  calculation will be the Bank Bill Swap Rate - Average Bid (rounded
                  to the
                  nearest two decimal places) plus a margin (if applicable).

                 

                For
                  any other tenor, the actual rate used in the calculation will be
                  the rate
                  that we determine is the prevailing rate at which we can discount
                  bills
                  for the relevant term (rounded to the nearest two decimal places)
                  plus a
                  margin (if applicable).

                 

                In
                  either case, the margin to be applied will depend on the size of
                  the bill
                  parcel and tenor.

                 

                The
                  Bank Bill Swap Rate - Average Bid is quoted on the BBSY screen
                  of Reuters
                  on the day the quote is given and advertised in the Australian
                  Financial
                  Review the following business day.

              
	 	 	 
	 	 	
                An
                  additional margin reflecting any movement in the actual rate since
                  its
                  quotation may be applied if your bills are not ready for acceptance
                  by us
                  by 12 noon on the day the bills are to be discounted or
                  rolled.

                 

                Full
                  details of how the rate has been calculated will be listed on the
                  quotation given.

              


      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      
        	
                Fees:

              	 	
                Line
                  fee:

                 

                Refer
                  Table Above

              
	 	 	 
	 	 	
                Handling
                  fee:

                 

                A
                  fee of $125 is payable when each bill is rolled. 

              
	 	 	 
	
                Specific
                  Conditions:

              	 	
                Specific
                  Conditions for the facility are
                  enclosed.

              


      

      


      
        	
                Interchangeable
                  Facility (2)

              
	 
	
                Total
                  facility limit:

              	 	
                $7,204,000

              
	 	 	 
	
                Termination
                  date:

              	 	
                30
                  April 2010.

              
	 	 	 
	
                Purpose:

              	 	
                To
                  assist with the acquisition of the shares of Royal Wolf Trading
                  New
                  Zealand & associated entities.

              
	 	 	 
	
                Repayments:

              	 	
                Interest
                  only. If the Bank agrees to extend the Termination Date, it may
                  agree to
                  do so on conditions which include principal repayments during the
                  extended
                  term of the facility. 

              
	 	 	 
	
                Total
                  facility limit for Interchangeable Facility and separate facility
                  limits:

              	 	
                You
                  may only make a drawing under a particular facility included in
                  the
                  Interchangeable Facility so long as the making of the drawing would
                  not
                  cause

              
	 	 	 
	 	 	
                the
                  amount of the outstanding drawings under both the facilities included
                  in
                  the Interchangeable Facility to exceed the total facility limit
                  for the
                  Interchangeable Facility. 

              
	 	 	 
	
                Detailed
                  Facility Information

              	 	
                The
                  terms associated with the specific facility types listed within
                  the
                  Interchangeable facility are documented
                  separately.

              


      

      


      
        	
                Fixed
                  Rate Commercial Bill Facility

              
	
                Yield
                  rate:

              	 	
                For
                  each drawing of bills, a rate fixed for all rollovers up until
                  the last
                  day of the term.

                 

              
	
                Fees:

                 

              	 	
                Line
                  fee:

                 

                Payable
                  quarterly in advance and to be adjusted in accordance to the
                  upward/downward ratchet mechanism. The Line Fee will be adjusted
                  by
                  reference to the Total Financial Debt / Adjusted Trailing EBITDA
                  ratio as
                  follows and implemented at the next applicable fee charging date
                  provided
                  financials and covenant compliance certificate are provided within
                  15 days
                  of the fee charging date. This fee is not
                  rebatable.

              


      

      


      
        	
                Total Debt (excl GFN) /

                 Adjusted Trailing EBITDA

              	 	
                 

                Line Fee 

              
	
                Less than 2.5x

              	 	
                1.40%

              
	
                >2.5x
                  ≤ 3.0x

              	 	
                1.75%

              
	
                >3.0x
                  ≤ 4.0x

              	 	
                1.95%

              
	
                >4.0x
                  ≤ 4.5x

              	 	
                2.25%

              
	
                >
                  4.5x ≤ 5.5x

              	 	
                3.25%

              
	
                >5.5x
                  

              	 	
                Review
                  Event 

              


      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


      
        	
              	 	·	
                Line
                  Fee is currently set at 1.95% until
                  such time as financial data (reviewed by WHK) for the Financial
                  Year End
                  30 June 2008 is available. Then for each applicable period the
                  margin is
                  to be determined in accordance with Total debt (excluding GFN)/
                  Adjusted
                  EBITDA (12 months trailing).

                 

              


      

       

      
        	
              	 	
                Handling
                  fee:

                 

                A
                  fee of $125 is payable when each bill is rolled. 

                 

              
	
                Specific
                  Conditions:

                 

              	 	
                Specific
                  Conditions for the facility are enclosed. 

                 

              


      

      


      
        	
                Variable
                  Rate Commercial Bill Acceptance and Discount
                  Facility

              
	 
	
                Yield
                  Rate:

              	 	
                For
                  each drawing of bills, a rate quoted by us for the face value of
                  the bills
                  for the relevant tenor.

                 

                For
                  tenors of 30, 60, 90, 120, 150 or 180 days, the actual rate used
                  in the
                  calculation will be the Bank Bill Swap Rate - Average Bid (rounded
                  to the
                  nearest two decimal places) plus a margin (if applicable).

                 

                For
                  any other tenor, the actual rate used in the calculation will be
                  the rate
                  that we determine is the prevailing rate at which we can discount
                  bills
                  for the relevant term (rounded to the nearest two decimal places)
                  plus a
                  margin (if applicable).

                 

                In
                  either case, the margin to be applied will depend on the size of
                  the bill
                  parcel and tenor.

                 

                The
                  Bank Bill Swap Rate - Average Bid is quoted on the BBSY screen
                  of Reuters
                  on the day the quote is given and advertised in the Australian
                  Financial
                  Review the following business day.

                 

                An
                  additional margin reflecting any movement in the actual rate since
                  its
                  quotation may be applied if your bills are not ready for acceptance
                  by us
                  by 12 noon on the day the bills are to be discounted or
                  rolled.

                 

                Full
                  details of how the rate has been calculated will be listed on the
                  quotation given.

              
	 	 	 
	
                Fees:

              	 	
                Line
                  fee:

                 

                Refer
                  Table Above

              
	 	 	
                 

                Handling
                  fee:

                 

                A
                  fee of $125 is payable when each bill is rolled. 

                 

              
	
                Specific
                  Conditions:

              	 	
                Specific
                  Conditions for the facility are enclosed.


              


      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      


      
        	
                Interchangeable
                  Facility (3)

              
	 
	
                Total
                  facility limit:

              	 	
                $40,000,000

              
	 	 	 
	
                Termination
                  date:

              	 	
                14
                  September 2012

              
	 	 	 
	
                Multi
                  Option

              	 	
                The
                  facility may be used in accordance with this agreement within the
                  facility
                  limit across the following approved facilities:

                - Fixed
                  Rate Commercial Bill Facility

                -     Variable
                  Rate Commercial Bill Acceptance and Discount Facility

                 

              
	 	 	 
	
                Purpose:

              	 	
                To
                  assist with refinance of existing ANZ facilities and to meet working
                  capital requirements and purchase of containers.

              
	 	 	 
	
                Repayments:

              	 	
                5
                  year interest only. Bullet repayment on termination
                  date.

              
	 	 	 
	
                Total
                  facility limit for Interchangeable Facility and separate facility
                  limits:

              	 	
                You
                  may only make a drawing under a particular facility included in
                  the
                  Interchangeable Facility so long as the making of the drawing would
                  not
                  cause

              
	 	 	 
	 	 	
                the
                  amount of the outstanding drawings under both the facilities included
                  in
                  the Interchangeable Facility to exceed the total facility limit
                  for the
                  Interchangeable Facility.

              
	 	 	 
	
                Detailed
                  Facility Information

              	 	
                The
                  terms associated with the specific facility types listed within
                  the
                  Interchangeable facility are documented separately.
                  

              


      

      


      
        	
                Fixed
                  Rate Commercial Bill Facility

              
	 
	
                Yield
                  rate:

              	 	
                For
                  each drawing of bills, a rate fixed for all rollovers up until
                  the last
                  day of the term.

              
	 	 	 
	
                Fees:

              	 	
                Line
                  fee:

                 

                Current
                  Line Fee: 2.25%

                 

                Payable
                  quarterly in advance and to be adjusted in accordance to the
                  upward/downward ratchet mechanism. The Line Fee will be adjusted
                  by
                  reference to the Total Financial Debt / Adjusted Trailing EBITDA
                  ratio as
                  follows and implemented at the next applicable fee charging date
                  provided
                  financials and covenant compliance certificate are provided within
                  15 days
                  of the fee charging date. This fee is not
                  rebatable.

              


      

      


      
        	
                Total Debt (excl GFN) / 

                Adjusted Trailing EBITDA

              	 	
                Line Fee 

              
	
                Less than 2.5x

              	 	
                1.40%

              
	
                >2.5x
                  ≤ 3.0x

              	 	
                1.75%

              
	
                >3.0x
                  ≤ 4.0x

              	 	
                1.95%

              
	
                >4.0x
                  ≤ 4.5x

              	 	
                2.25%

              
	
                >
                  4.5x ≤ 5.5x

              	 	
                3.25%

              
	
                >5.5x
                  

              	 	
                Review
                  Event 

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

    
      	 	 	
              Handling
                fee:

               

              A
                fee of $150 is payable when each bill is rolled. 

            
	 	 	 
	
              Specific
                Conditions:

            	 	
              Specific
                Conditions for the facility are enclosed.


            


    

    


    
      	
              Variable
                Rate Commercial Bill Acceptance and Discount
                Facility

            
	 
	
              Yield
                Rate:

            	 	
              For
                each drawing of bills, a rate quoted by us for the face value of
                the bills
                for the relevant tenor.

               

              For
                tenors of 30, 60, 90, 120, 150 or 180 days, the actual rate used
                in the
                calculation will be the Bank Bill Swap Rate - Average Bid (rounded
                to the
                nearest two decimal places) plus a margin (if applicable).

               

              For
                any other tenor, the actual rate used in the calculation will be
                the rate
                that we determine is the prevailing rate at which we can discount
                bills
                for the relevant term (rounded to the nearest two decimal places)
                plus a
                margin (if applicable).

               

              In
                either case, the margin to be applied will depend on the size of
                the bill
                parcel and tenor.

               

              The
                Bank Bill Swap Rate - Average Bid is quoted on the BBSY screen of
                Reuters
                on the day the quote is given and advertised in the Australian Financial
                Review the following business day.

               

              An
                additional margin reflecting any movement in the actual rate since
                its
                quotation may be applied if your bills are not ready for acceptance
                by us
                by 12 noon on the day the bills are to be discounted or
                rolled.

               

              Full
                details of how the rate has been calculated will be listed on the
                quotation given.

            
	 	 	 
	
              Fees:

            	 	
              Line
                fee:

               

              Refer
                Table Above

               

            
	 	 	
              Handling
                fee:

               

              A
                fee of $150 is payable when each bill is rolled. 

               

            
	
              Specific
                Conditions:

            	 	
              Specific
                Conditions for the facility are enclosed.


            


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    
      	
              Interchangeable
                Facility (4)

            
	 
	
              Total
                facility limit:

            	 	
              $12,052,000

            
	 	 	 
	
              Termination
                date:

            	 	
              14
                September 2012

            
	 	 	 
	
              Multi
                Option

            	 	
              The
                facility may be used in accordance with this agreement and within
                the
                facility limit across the following approved facilities:

              -   
                Fixed
                Rate Commercial Bill Facility

              -   
                Variable
                Rate Commercial Bill Acceptance and Discount
                Facility

            
	 	 	 
	
              Purpose:

            	 	
              To
                assist with the acquisition of assets of GE Seaco Australia.
                

            
	 	 	 
	
              Repayments:

            	 	
              Interest
                only.

            
	 	 	 
	
              Total
                facility limit for Interchangeable Facility and separate facility
                limits:

            	 	
              You
                may only make a drawing under a particular facility included in the
                Interchangeable Facility so long as the making of the drawing would
                not
                cause

            
	 	 	 
	 	 	
              the
                amount of the outstanding drawings under both the facilities included
                in
                the Interchangeable Facility to exceed the total facility limit for
                the
                Interchangeable Facility.

            
	 	 	 
	
              Detailed
                Facility Information

            	 	
              The
                terms associated with the specific facility types listed within the
                Interchangeable facility are documented
                separately.

            


    

    


    
      	
              Fixed
                Rate Commercial Bill Facility

            
	 
	
              Yield
                rate:

            	 	
              For
                each drawing of bills, a rate fixed for all rollovers up until the
                last
                day of the term.

            
	 	 	 
	
              Fees:

            	 	
              Line
                fee:

               

              Current
                Line Fee: 2.25%

               

              Payable
                quarterly in advance and to be adjusted in accordance to the
                upward/downward ratchet mechanism. The Line Fee will be adjusted
                by
                reference to the Total Financial Debt / Adjusted Trailing EBITDA
                ratio as
                follows and implemented at the next applicable fee charging date
                provided
                financials and covenant compliance certificate are provided within
                15 days
                of the fee charging date. This fee is not
                rebatable.

            


    

     

    
      	
              Total Debt (excl GFN) / 
Adjusted Trailing EBITDA

            	 	
              Line Fee
                

            
	
              Less
                than 2.5x

            	 	 	
              1.40%

            
	
              >2.5x
                ≤ 3.0x

            	 	 	
              1.75%

            
	
              >3.0x
                ≤ 4.0x

            	 	 	
              1.95%

            
	
              >4.0x
                ≤ 4.5x

            	 	 	
              2.25%

            
	
              >
                4.5x ≤ 5.5x

            	 	 	
              3.25%

            
	
              >5.5x
                

            	 	 	
              Review Event
                

            


    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    
      	 	 	
              Handling
                fee:

               

              A
                fee of $150 is payable when each bill is rolled. 

            
	 	 	 
	
              Specific
                Conditions:

            	 	
              Specific
                Conditions for the facility are enclosed.


            


    

    


    
      	
              Variable
                Rate Commercial Bill Acceptance and Discount
                Facility

            
	 
	
              Yield
                Rate:

            	 	
              For
                each drawing of bills, a rate quoted by us for the face value of
                the bills
                for the relevant tenor.

               

              For
                tenors of 30, 60, 90, 120, 150 or 180 days, the actual rate used
                in the
                calculation will be the Bank Bill Swap Rate - Average Bid (rounded
                to the
                nearest two decimal places) plus a margin (if applicable).

               

              For
                any other tenor, the actual rate used in the calculation will be
                the rate
                that we determine is the prevailing rate at which we can discount
                bills
                for the relevant term (rounded to the nearest two decimal places)
                plus a
                margin (if applicable).

               

              In
                either case, the margin to be applied will depend on the size of
                the bill
                parcel and tenor.

               

              The
                Bank Bill Swap Rate - Average Bid is quoted on the BBSY screen of
                Reuters
                on the day the quote is given and advertised in the Australian Financial
                Review the following business day.

               

              An
                additional margin reflecting any movement in the actual rate since
                its
                quotation may be applied if your bills are not ready for acceptance
                by us
                by 12 noon on the day the bills are to be discounted or
                rolled.

               

              Full
                details of how the rate has been calculated will be listed on the
                quotation given.

            
	 	 	 
	
              Fees:

            	 	
              Line
                fee:

               

              Refer
                Table Above

               

            
	 	 	
              Handling
                fee:

               

              A
                fee of $150 is payable when each bill is rolled. 

               

            
	
              Specific
                Conditions:

            	 	
              Specific
                Conditions for the facility are enclosed.


            


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    
      	
              Interchangeable
                Facility (5)

            
	 
	 
	
              Total
                facility limit:

            	 	
              $4,700,000

            
	 	 	 
	
              Termination
                date:

            	 	
              14
                September 2012

            
	 	 	 
	
              Multi
                Option

            	 	
              The
                facility may be used in accordance with this agreement and within
                the
                facility credit limit across the following approved
                facilities:

              -   
                Fixed
                Rate Commercial Bill Facility

              -   
                Variable
                Rate Commercial Bill Acceptance and Discount Facility 

            
	 	 	 
	
              Purpose:

            	 	
              To
                assist with meeting additional costs associated with the acquisition
                of
                Royal Wolf Holdings Group.

            
	 	 	 
	
              Repayments:

            	 	
              Principal
                repayments of $150,000 per quarter, payable quarterly in arrears
                with
                bullet residual repayment.

            
	 	 	 
	
              Total
                facility limit for Interchangeable Facility and separate facility
                limits:

            	 	
              You
                may only make a drawing under a particular facility included in the
                Interchangeable Facility so long as the making of the drawing would
                not
                cause:

            
	 	 	 
	 	 	
              (i)

            	
              the
                amount of the outstanding drawings under both the facilities included
                in
                the Interchangeable Facility to exceed the total facility limit for
                the
                Interchangeable Facility; and

            
	 	 	 	 
	 	 	
              (ii)

            	
              the
                amount of the outstanding drawings under the particular facility
                under
                which the drawing is made to exceed the facility limit, if any, for
                that
                particular facility.

            
	 	 	 	 
	
              Detailed
                Facility Information

            	 	
              The
                terms associated with the specific facility types listed within the
                Interchangeable facility are documented separately.
                

            


    

    


    
      	
              Fixed
                Rate Commercial Bill Facility

            
	
               

              Yield
                rate:

            	 	
               

              For
                each drawing of bills, a rate fixed for all rollovers up until the
                last
                day of the term.

            
	
               

              Fees:

               

            	 	
               

              Line
                fee:

               

              Current
                Line Fee: 2.25%

               

              Payable
                quarterly in advance and to be adjusted in accordance to the
                upward/downward ratchet mechanism. The Line Fee will be adjusted
                by
                reference to the Total Financial Debt / Adjusted Trailing EBITDA
                ratio as
                follows and implemented at the next applicable fee charging date
                provided
                financials and covenant compliance certificate are provided within
                15 days
                of the fee charging date. This fee is not
                rebatable.

            


    

    


    
      	
               

              Total
                Debt (excl GFN) / 
Adjusted Trailing EBITDA

            	 	
               

              Line
                Fee 

            
	
              Less
                than 2.5x

            	 	 	
              1.40%

            
	
              >2.5x
                ≤ 3.0x

            	 	 	
              1.75%

            
	
              >3.0x
                ≤ 4.0x

            	 	 	
              1.95%

            
	
              >4.0x
                ≤ 4.5x

            	 	 	
              2.25%

            
	
              >
                4.5x ≤ 5.5x

            	 	 	
              3.25%

            
	
              >5.5x
                

            	 	 	
              Review Event
                

            


    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    
      	 	 	
              Handling
                fee:

               

              A
                fee of $150 is payable when each bill is rolled. 

               

            
	
              Specific
                Conditions:

            	 	
              Specific
                Conditions for the facility are
                enclosed.

            


    

    


    
      	
              Variable
                Rate Commercial Bill Acceptance and Discount
                Facility

            
	 
	
              Yield
                Rate:

            	 	
              For
                each drawing of bills, a rate quoted by us for the face value of
                the bills
                for the relevant tenor.

               

              For
                tenors of 30, 60, 90, 120, 150 or 180 days, the actual rate used
                in the
                calculation will be the Bank Bill Swap Rate - Average Bid (rounded
                to the
                nearest two decimal places) plus a margin (if applicable).

               

              For
                any other tenor, the actual rate used in the calculation will be
                the rate
                that we determine is the prevailing rate at which we can discount
                bills
                for the relevant term (rounded to the nearest two decimal places)
                plus a
                margin (if applicable).

               

              In
                either case, the margin to be applied will depend on the size of
                the bill
                parcel and tenor.

               

              The
                Bank Bill Swap Rate - Average Bid is quoted on the BBSY screen of
                Reuters
                on the day the quote is given and advertised in the Australian Financial
                Review the following business day.

               

              An
                additional margin reflecting any movement in the actual rate since
                its
                quotation may be applied if your bills are not ready for acceptance
                by us
                by 12 noon on the day the bills are to be discounted or
                rolled.

               

              Full
                details of how the rate has been calculated will be listed on the
                quotation given.

               

            
	
              Fees:

            	 	
              Line
                fee:

               

              Refer
                Table Above

               

            
	 	 	
              Handling
                fee:

               

              A
                fee of $150 is payable when each bill is rolled. 

               

            
	
              Specific
                Conditions:

            	 	
              Specific
                Conditions for the facility are
                enclosed.

            


    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Special
                  Finance Line Facility Uncommitted

              
	 
	
                Facility
                  limit:

              	 	
                $8,500,000

              
	 	 	 
	
                Termination
                  date:

              	 	
                2
                  years from date of drawdown

              
	 	 	 
	
                Purpose:

              	 	
                To
                  assist with acquisition funding for businesses to be
                  identified

              
	 	 	 
	
                Conditions
                  of use:

              	 	
                Activation
                  is at the Bank’s absolute discretion. We do not commit to fund any
                  acquisition which we do not approve. If we do not agree to fund
                  we will
                  not be obliged to provide any reasons. In any event any agreement
                  by the
                  Bank to fund will at least be subject to:

                o   
                  Receipt
                  of Consolidated Management Accounts for Financial Year Ending 30
                  June
                  2008;

                o   
                  Appropriate
                  financial /legal due diligence to be undertaken to the satisfaction
                  of the
                  ANZ Bank;

                o   
                  Independent
                  financial data review of the target company to the satisfaction
                  of the ANZ
                  Bank; 

                o   
                  Trailing
                  12mths EBITDA to be utilised for covenant calculations. i.e. Trailing
                  EBITDA of the acquired target to be utilised on a pro - rata basis
                  for
                  covenant calculations following finalisation of acquisitions for
                  a full 12
                  months; 

                o   
                  Total
                  existing and proposed Commercial Bill facilities must not exceed
                  85% of
                  the orderly liquidation value (OLV) of the fleet. However, new
                  valuations
                  maybe required by Dovebid on the acquired container assets should
                  it
                  exceed 85% of the OLV of the existing valuation;

                o   
                  Minimum
                  50% hedge on debt;

                o   
                  Acquired
                  assets to be incorporated into existing security structure;

                o   
                  Share/Purchase
                  agreements to the satisfaction of the ANZ Bank;

                o   
                  Drawdowns
                  under this facility for a maximum of 2 years only 

                o   
                  Drawdown
                  subject to all covenants being met, there is no existing event
                  of default
                  or circumstances which with the giving of notice or passing of
                  time would
                  constitute an event of default, nor has a notice been given under
                  clause 9
                  of the General Conditions 2003 which has not been accepted by
                  you.

              


      

      


      
        	 	
                Line
                  Fee:

                 

                Payable
                  quarterly in advance and to be adjusted in accordance to the
                  upward/downward ratchet mechanism. The Line Fee will be adjusted
                  by
                  reference to the Total Financial Debt / Adjusted Trailing EBITDA
                  ratio as
                  follows and implemented at the next applicable fee charging date
                  provided
                  financials and covenant compliance certificate are provided within
                  15 days
                  of the fee charging date. This fee is not
                  rebatable.

              


      

      


      
        	
                Total Debt (excl GFN) / 

                Adjusted Trailing EBITDA

              	 	
                Line Fee
                  

              	 
	
                Less
                  than 2.5x

              	 	 	
                1.40

              	
                %

              
	
                >2.5x
                  ≤ 3.0x

              	 	 	
                1.75

              	
                %

              
	
                >3.0x
                  ≤ 4.0x

              	 	 	
                1.95

              	
                %

              
	
                >4.0x
                  ≤ 4.5x

              	 	 	
                2.25

              	
                %

              
	
                >
                  4.5x ≤ 5.5x

              	 	 	
                3.25

              	
                %

              
	
                >5.5x
                  

              	 	 	
                Review
                  Event 

              	 


      

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      


      
        	 	 	
                § 

              	The
                Line Fee applicable to any drawdowns made will be initially set at
                2.25% until such time as financial data (reviewed by WHK) for
                the
                Financial Year End 30 June 2008 is available. Then for each applicable
                period the margin is to be determined in accordance with Total debt
                (excluding GFN)/ Adjusted EBITDA (12 months trailing).
	 	 	 
	
                Specific
                  Conditions:

              	 	
                There
                  are no Specific Conditions which apply to this
                  facility.

              


      

      


      
        	
                Multi
                  Option Facility (2) 

              
	 
	
                Total
                  facility limit:

              	 	
                $2,500,000

              
	 	 	 
	
                Termination
                  date:

              	 	
                14
                  September 2012

              
	 	 	 
	
                Purpose:

              	 	
                To
                  assist with the construction of yard facilities, with the approved
                  facility limit amount to be allocated across the following facility
                  types
                  to meet business requirements:

                - Fixed
                  Rate Commercial Bill Facility

                - Variable
                  Rate Commercial Bill Acceptance and Discount Facility

                - Lease
                  Finance (Progressive Draw) Facility

                - Hire
                  Purchase (Progressive Draw) Facility

              
	 	 	 
	
                Repayments:

              	 	
                Principle
                  and Interest payments.

              
	 	 	 
	
                Conditions
                  to Drawdown:

              	 	
                Activation
                  of this facility is subject to provision of the following:

                 

                - Details
                  of the new property lease evidencing tenor extension

                - Details
                  of proposed upgrade programme 

                - Drawdown
                  against invoices

                 

                With
                  findings to be considered satisfactory to the Bank.

              
	 	 	 
	
                Total
                  facility limit for Multi-Option Facility and separate facility
                  limits:

              	 	
                You
                  may only make a drawing under a particular facility included in
                  the
                  Multi-Option Facility so long as the making of the drawing would
                  not
                  cause

              
	 	 	 
	 	 	 	
                the
                  amount of the outstanding drawings under both the facilities included
                  in
                  the Multi-Option Facility to exceed the total facility limit for
                  the
                  Multi-Option Facility. 

              
	 	 	 	 
	
                Detailed
                  Facility Information

              	 	
                The
                  terms associated with the specific facility types listed within
                  the
                  Multi-Option facility are documented separately.

              
	 	 	 
	
                Fixed
                  Rate Commercial Bill Facility

              
	 
	
                Yield
                  rate:

              	 	
                For
                  each drawing of bills, a rate fixed for all rollovers up until
                  the last
                  day of the term.

              


      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      


      
        	
                Fees:

              	
                Line
                  fee:

                 

                Payable
                  quarterly in advance commencing on the date on which the facility
                  is first
                  drawn. This fee is not rebateable. 

                 

                The
                  Line Fee to be initially set at 2.25%
                  and will be adjusted by reference to the Total Financial Debt /
                  Adjusted
                  Trailing EBITDA ratio as follows and implemented at the next applicable
                  fee charging date provided financials and covenant compliance certificate
                  are provided within 15 days of the fee charging date. 

              
	 


      

      


      
        	
                Total Debt (excl GFN) / 

                Adjusted Trailing EBITDA

              	 	
                Line
                  Fee 

              	 
	
                Less
                  than 2.5x

              	 	 	
                1.40

              	
                %

              
	
                >2.5x
                  ≤ 3.0x

              	 	 	
                1.75

              	
                %

              
	
                >3.0x
                  ≤ 4.0x

              	 	 	
                1.95

              	
                %

              
	
                >4.0x
                  ≤ 4.5x

              	 	 	
                2.25

              	
                %

              
	
                >
                  4.5x ≤ 5.5x

              	 	 	
                3.25

              	
                %

              
	
                >5.5x
                  

              	 	 	
                Review
                  Event 

              	 


      

      


      
        	
                Specific
                  Conditions:

              	
                Specific
                  Conditions for the facility are enclosed.


              


      

      


      
        	
                Variable
                  Rate Commercial Bill Acceptance and Discount
                  Facility

              


      

       

      
        	
                Yield
                  Rate:

              	 	
                For
                  each drawing of bills, a rate quoted by us for the face value of
                  the bills
                  for the relevant tenor.

                 

                For
                  tenors of 30, 60, 90, 120, 150 or 180 days, the actual rate used
                  in the
                  calculation will be the Bank Bill Swap Rate - Average Bid (rounded
                  to the
                  nearest two decimal places) plus a margin (if applicable).

                 

                For
                  any other tenor, the actual rate used in the calculation will be
                  the rate
                  that we determine is the prevailing rate at which we can discount
                  bills
                  for the relevant term (rounded to the nearest two decimal places)
                  plus a
                  margin (if applicable).

                 

                In
                  either case, the margin to be applied will depend on the size of
                  the bill
                  parcel and tenor.

                 

                The
                  Bank Bill Swap Rate - Average Bid is quoted on the BBSY screen
                  of Reuters
                  on the day the quote is given and advertised in the Australian
                  Financial
                  Review the following business day.

                 

                An
                  additional margin reflecting any movement in the actual rate since
                  its
                  quotation may be applied if your bills are not ready for acceptance
                  by us
                  by 12 noon on the day the bills are to be discounted or
                  rolled.

                 

                Full
                  details of how the rate has been calculated will be listed on the
                  quotation given.

              
	 	 	 
	
                Fees:

              	 	
                Line
                  fee:

                 

                Refer
                  Table Above

              
	 	 	 
	 	 	
                Handling
                  fee:

                 

                A
                  fee of $150 is payable when each bill is rolled. 

              
	 	 	 
	 	 	
                Acceptance
                  fee:

                 

                For
                  each bill, an amount equal to 0.85% pa on the face amount of the
                  bill
                  calculated on the tenor of the bill and payable on the drawdown
                  date for
                  the bill.

              
	 	 	 
	
                Specific
                  Conditions:

              	 	
                Specific
                  Conditions for the facility are enclosed.


              


      

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      


      
        	
                Lease
                  Finance (Progressive Draw) Facility

              
	 
	
                Subject
                  to execution and acceptance of lease request:

              	 	
                The
                  Customer is entitled to an agreement to lease or lease, as the
                  case may
                  be, only upon acceptance by the Bank of a signed lease
                  request.

              
	 	 	 
	
                Fees:

              	 	
                Documentation
                  fee:

                 

                A
                  Documentation fee of $385 is payable on each draw.

              
	 	 	 
	 	 	
                Asset
                  Drawdown fee:

                 

                An
                  Asset Drawdown fee of $165 is payable on each draw.

                 

                Other
                  fees may be payable in accordance with the Specific
                  Conditions.

              
	 	 	 
	
                Specific
                  Conditions:

              	 	
                Specific
                  Conditions for the facility are enclosed.

              
	 	 	 
	
                Hire
                  Purchase (Progressive Draw) Facility

              
	 
	
                Subject
                  to execution and acceptance of hire purchase request:

              	 	
                The
                  Customer is entitled to an agreement to hire or hire purchase agreement,
                  as the case may be, only upon acceptance by the Bank of a signed
                  hire
                  purchase request.

              
	 	 	 
	
                Fees:

              	 	
                Documentation
                  fee:

                 

                A
                  Documentation fee of $350 is payable on each draw.

              
	 	 	 
	 	 	
                Asset
                  Drawdown fee:

                 

                An
                  Asset Drawdown fee of $150 is payable on each draw.

                 

                Other
                  fees may be payable in accordance with the Specific
                  Conditions.

              
	 	 	 
	
                Specific
                  Conditions:

              	 	
                Specific
                  Conditions for the facility are enclosed.

              
	 	 	 
	
                Guarantee
                  Facility To ANZ National Bank Ltd (as
                  beneficiary)

              
	 
	
                Facility
                  limit:

              	 	
                NZD
                  15,470,435

              
	 	 	 
	
                Termination
                  date:

              	 	
                Not
                  before the next review date.

              
	 	 	 
	
                Purpose:

              	 	
                Bank
                  Guarantee to be provided in favour of ANZ National Bank Ltd in
                  support of
                  the Working Capital Facilities, Property loan and Transactional
                  facilities
                  provided to the RWNZ Group by ANZ National Bank Ltd. 

                 

                Specific
                  facility terms and conditions relating to facilities to be provided
                  to the
                  RWNZ Group will be documented via a separate Letter of Offer issued
                  by ANZ
                  National Bank Ltd.

              
	 	 	 
	
                Condition
                  precedent:

              	 	
                You
                  will only be entitled to use the facility if we agree with the
                  terms of
                  your application and if you execute all documents required by
                  us.

              
	 	 	 
	
                Fees:

              	 	
                Nil

              
	 	 	 
	
                Specific
                  Conditions:

              	 	
                There
                  are no Specific Conditions which apply to this
                  facility.

              


      


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      


      
        	
                Invoice
                  Finance Facility 

              
	 
	
                Customer:

              	 	
                You
                  jointly and severally acknowledge and agree that we may treat the
                  Customer/s as a single Customer and that we may make any payment
                  under the
                  Facility to or at the direction of any Customer.

                 

                Each
                  Customer acts for the purposes of this Facility as agent for each
                  of the
                  other Customers.

              
	 	 	 
	
                Product
                  limit:

              	 	
                $12,000,000

              
	 	 	 
	
                Termination
                  date:

              	 	
                Not
                  before the next review date.

              
	 	 	 
	
                Purpose:

              	 	
                To
                  enable you to sell debts to us and receive payments (including
                  prepayments) to provide working capital for your
                  business.

              
	 	 	 
	
                Administration
                  fee:

              	 	
                $5,500
                  per month.

              
	 	 	 
	
                Prepayment
                  percentage:

              	 	
                85%
                  of the aggregate Face Value of Approved Debts.

              
	 	 	 
	
                Funding
                  Charge:

              	 	
                The
                  Bank Bill Swap Reference Rate - Average Bid for 30 days (rounded
                  to the
                  nearest two decimal places) plus a margin of 1.65% pa.

                The
                  Bank Bill Swap Reference Rate - Average Bid for 30 days is quoted
                  on the
                  BBSY screen of Reuters on the day the quote is given and is advertised
                  in
                  the Australian Financial Review the following business
                  day.

              
	 	 	 
	
                Condition
                  Precedent

              	 	
                Debtors
                  obtained from new business acquisitions will need to be vetted
                  and
                  approved by ANZ Invoice Finance prior to the invoices being discounted
                  via
                  the Invoice Finance facility.

                Any
                  invoices issued involving progress claim billing will not be funded
                  via
                  the facility and you are to advise ANZ Invoice Finance in advance
                  of any
                  invoices raised on a progress claim basis.

              
	 	 	 
	
                Field
                  Review

              	 	
                At
                  the Bank’s discretion

                Should
                  any aspect of the Field Review in our opinion be unsatisfactory,
                  we
                  reserve the right to vary terms and conditions under the Invoice
                  Finance
                  facility or withdraw the Invoice Finance facility if we deem
                  appropriate.

              
	 	 	 
	
                Ageing
                  of Purchased Debts:

              	 	
                Purchased
                  Debts may be disapproved by us at any time and unless otherwise
                  agreed,
                  will be automatically disapproved once they are 3 months past the
                  end of
                  month of invoice.

              
	 	 	 
	
                Specific
                  Conditions:

              	 	
                Specific
                  Conditions – Invoice Finance Facility are
                  enclosed.

              


      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      SECURITY
        SCHEDULE

       

      SECURITY
        SCHEDULE
        to
        Letter of Offer dated 1 July 2008.

       

      Existing
        Securities

       

      
        	
                ·

              	
                Corporate
                  Guarantee and Indemnity dated 14th
                  September 2007 between:

              
	 	 
	 	
                -

              	
                Royal
                  Wolf Trading Australia Pty Ltd ACN 069 244 417

              
	 	
                -

              	
                RWA
                  Holdings Pty Ltd ACN 106 913 964 

              
	 	
                -

              	
                GFN
                  Australasia Holdings Pty Ltd ACN 121 226 793

              
	 	
                -

              	
                GFN
                  Australasia Finance Pty Ltd ACN 121 227 790

              
	 	
                -

              	
                Royal
                  Wolf Hi-Tech Pty Ltd ACN 079 735 050

              
	 	 	 
	
                ·

              	
                First
                  Registered Company Charges (Mortgage Debentures) over all the assets
                  and
                  undertaking of:

              
	 	 
	
                -

              	
                Royal
                  Wolf Trading Australia Pty Ltd ACN 069 244 417 dated 20 May 2005,
                  ASIC
                  Charge No. 1117185. 

              
	
                -

              	
                RWA
                  Holdings Pty Ltd ACN 106 913 964 dated 20 May 2005, ASIC Charge
                  No.
                  1117184. 

              
	
                -

              	
                Royal
                  Wolf Hi-Tech Pty Ltd ACN 079 735 050 dated 12 April 2007, ASIC
                  Charge No.
                  1438843. 

              
	
                -

              	
                GFN
                  Australasia Holdings Pty Ltd ACN 121 226 793 ASIC Charge No. 1514557.
                  

              
	
                -

              	
                GFN
                  Australasia Finance Pty Ltd ACN 121 227 790 ASIC Charge No. 1514546.
                  

              
	
                -

              	
                Royal
                  Wolf Trading New Zealand Ltd 

              
	
                -

              	
                RWNZ
                  Acquisition Co Ltd

              
	
                -

              	
                Royalwolf
                  NZ Acquisition Co Ltd

              
	 	 
	 	
                These
                  are fixed and floating charge over all present and future assets,
                  undertaking (including goodwill) and unpaid/uncalled capital of
                  the
                  companies.

              
	 	 
	
                ·

              	
                Corporate
                  Guarantee and Indemnity by Royal Wolf NZ Acquisition Co
                  Ltd

              
	 	 
	
                ·

              	
                Corporate
                  Guarantee and Indemnity by RWNZ
                  Acquisition Co. Ltd and Royal Wolf Trading New Zealand
                  Ltd

              
	 	 
	
                ·

              	
                First
                  Registered Mortgage given by Royal
                  Wolf Trading New Zealand Ltd over
                  the property situated at 4 Ormiston Rd, East Tamaki, New Zealand.
                  

              
	 	 
	
                ·

              	
                Amendment
                  and Restatement Deed dated 1 May 2008 amending and restating the
                  original
                  Intercreditor Deed dated 14 September 2007 between, among others,
                  General
                  Finance Corporation (U.S), GFN U.S. Australasia Holdings, Inc.,
                  Bison
                  Capital Australia, L.P.,
                  Royal Wolf Australia Group and Australia and New Zealand Banking
                  Group
                  Limited ABN 11 005 357 522 (the
                  Bank).

              


      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

      


      FINANCIAL
        REQUIREMENTS AND OTHER 

      CONDITIONS
        SCHEDULE

       

      FINANCIAL
        REQUIREMENTS AND OTHER CONDITIONS SCHEDULE to Letter of Offer dated 1 July
        2008.

       

      Financial
        reports: 

       

      You
        agree
        to provide us with:

      


      Annually

      


      
        	
                ·

              	
                Consolidated
                  Audited annual financial statements as soon as they are available,
                  but not
                  later than 120 days after the end of each financial year.
                  

              
	 	 
	
                ·

              	
                The
                  Annual certificate signed by two Directors certifying compliance
                  with
                  consolidated financial undertakings as soon as it is available,
                  but not
                  later than 120 after the end of each financial year. 

              
	 	 
	
                ·

              	
                Board
                  approved business plan, consolidated annual projected Statement
                  of
                  Financial Position, Statement of Financial Performance, cashflow
                  forecast
                  and consolidated CAPEX (Capital Expenditure). Budget detailing
                  non-discretionary and discretionary CAPEX at the start of each
                  financial
                  year for the ensuing 12 months as soon as they are available, but
                  not
                  later than 15 days prior to the commencement of each financial
                  year.

                Forward
                  projected statements (balance sheet, profit & loss and cash flow
                  forecast) are to be prepared on a monthly basis covering at least
                  12
                  months and updated as necessary.

              
	 	 
	
                ·

              	
                Consolidated
                  Compliance Certificate to be provided yearly. 

              
	 	 
	
                ·

              	
                A
                  review of the consolidated company’s inventory management systems to be
                  conducted as at 30 June each year as part of the General Audit.
                  A copy of
                  the report to be provided to the Bank within 120 days after the
                  end of
                  each financial year. 

              


      

      


      Quarterly

      


      
        	
                ·

              	
                Consolidated
                  Management accounts (Statement of Financial Position and Statement
                  of
                  Financial Performance accounts) within 45 days after the end of
                  each
                  financial quarter. These accounts may be provided electronically
                  in terms
                  of our requirements for provision of electronic financials.
                  

              
	 	 
	
                ·

              	
                Consolidated
                  Working capital information including a listing of aged debtors,
                  creditors
                  and stock to be provided within 45 days of the end of each financial
                  quarter (ie. March, June, September,
                  December).

              


      

      


      Monthly

       

      
        	
                ·

              	
                A
                  Monthly Borrowing Base certificate within 30 days after the end
                  of each
                  calendar month verifying the Variable/Fixed Rate Commercial Bill
                  Facility
                  Limit available for drawdown does not exceed 85% of the lesser
                  of the
                  orderly liquidation value of the fleet or the book value of the
                  fleet.

              


      

      


      Any
        financial information provided by you must
        be
        signed by a director or secretary as giving a true and fair view of the
        financial position of the company on the ‘as at’ date for which financial
        statements are issued. This requirement is waived for Management accounts
        as
        listed above when these are provided electronically and in compliance with
        our
        requirements for provision of electronic financials.


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      Provision
        of Electronic Financials 

       

      Copies
        of
        management accounts provided via electronic mail (email) must be sent by,
        either:

      


      
        	
                ·

              	
                One
                  of your directors or

              


      

      
        	
                ·

              	
                A
                  person nominated by you and acceptable to ANZ (“Nominated
                  Representative”).

              


      

      


      In
        the
        case of the latter, the attached letter must be signed by both the Nominated
        Representative and by you, and returned to ANZ.

      


      You
        will
        ensure that every director of each company‡ (to which the management accounts
        relate) reviews the management accounts on or before the date they are sent
        to
        ANZ to confirm they are true and correct and are not misleading in any way.
        The
        directors will be taken to have jointly and severally certified the management
        accounts in this manner, unless they notify ANZ of any discrepancy within
        five
        business days from the date that your Nominated Representative sends the
        management accounts to ANZ. 

      


      A
        director sending management accounts to ANZ in this manner will be taken
        to have
        certified the accounts as true and correct and not misleading in any way
        on the
        date that they are received by ANZ.

      


      A
        failure
        to meet any of the above requirements where they apply will constitute an
        event
        of default under this letter.

      


      ‡Where
        the number of such people/officers is greater than two, the management accounts
        sent (electronically) to the bank need only be copied to a minimum of two
        such
        people/officers.

       

      Financial
        covenants: 

       

      While
        we
        are making facilities available to you and while there remains any obligations
        by you to us, you undertake that:

      


      
        	
                · 

              	
                Consolidated
                  Interest Cover: The
                  interest cover ratio for each financial year will
                  not, as at the compliance date, be less than
                  2.25:1. Increasing to 2.50:1 As at 30 June 2009.

              
	
                · 

              	
                Consolidated
                  Senior Debt Interest Cover: The
                  senior debt interest cover ratio for each financial quarter on
                  a rolling
                  basis must
                  be equal to or greater than 3.50 times at all times. 

              
	
                · 

              	
                Consolidated
                  Gearing Ratio: Total
                  Debt (excluding loans
                  from General Finance Corporation to the Group)
                  to adjusted trailing EBITDA for each financial quarter must
                  be equal to or less than 5.50 times at all times.

              
	
                · 

              	
                Consolidated
                  Gearing Ratio: Senior
                  Debt to adjusted trailing EBITDA ratio for each financial quarter
                  must
                  be equal to or less than 4.50 times at all
                  times.

              
	
                · 

              	
                Consolidated
                  Loan to valuation limitation: Face
                  value of facilities drawn and unpaid under the Commercial Bill
                  Facilities,
                  Overdraft Facility and ANZ NZ Term Debt Facilities (being the Bill
                  Priced
                  Term Loan Facility which is currently NZD$2.025m and the Bill Priced
                  Term
                  Loan Facility which is currently NZD$10.329m) must not exceed 85%
                  of the
                  Orderly Liquidation value of the Group’s container
                  fleet.

              


      

       

      unless
        we
        have given you our prior written consent to a variation.

       

      Compliance
        with financial covenants:

       

      If
        any of
        the above financial covenants are breached, unless we have given you our
        prior
        written consent to a variation, you will be in breach of your obligations
        in
        terms of Default clauses in the General Conditions.


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      We
        will
        test the financial covenants for each entity that the financial covenants
        apply
        to at the end of each compliance period as set out above, based on the
        definitions and calculations set out below.

      


      You
        agree
        that the interpretation and testing of the above financial covenants will
        be
        carried out in accordance with the provisions of the Corporation Act 2001
        (Cth)
        and the accounting concepts, standards and disclosure requirements of the
        Australian accounting bodies consistently applied, unless otherwise agreed
        in
        writing.

       

      Definitions:

       

      “Consolidated”
        means,
        for the purposes of your financial statements, the following entities


       

      
        	
                ·

              	
                Royal
                  Wolf Trading Australia Pty Ltd ACN 069 244
                  417

              


      

       

      
        	
                ·

              	
                RWA
                  Holdings Pty Ltd ACN 106 913 964 

              


      

       

      
        	
                ·

              	
                GFN
                  Australasia Holdings Pty Ltd ACN 121 226
                  793

              


      

       

      
        	
                ·

              	
                GFN
                  Australasia Finance Pty Ltd ACN 121 227
                  790

              


      

       

      
        	
                ·

              	
                Royal
                  Wolf Hi-Tech Pty Ltd ACN 079 735
                  050

              


      

       

      
        	
                ·

              	
                Royal
                  Wolf Trading New Zealand Ltd

              


      

       

      
        	
                ·

              	
                RWNZ
                  Acquisition Co Ltd

              


      

       

      
        	
                ·

              	
                Royalwolf
                  NZ Acquisition Co Ltd

              


      

      


      “Interest
        Expense” means
        the
        aggregate of interest expense, interest expense - Intra Group loans and interest
        expense of Directors, Owners and Shareholder loans, and includes Senior Debt
        Interest Expense.

      


      “EBITDA”
        means
        the consolidated net profit/(loss) before deduction of, interest, tax
        depreciation and amortisation (before significant items).

      


      “Senior
        Debt Interest Expense” means
        the
        aggregate gross amount of interest and payments in the nature of interest
        paid
        or payable to the Bank in respect of ANZ Commercial Bills and Invoice Finance
        interest expense, including Invoice Finance Administration Fees and Funding
        Charges.

      


      “GFN
        Loan Interest Subordinated” means
        the
        aggregate of interest expense on loans from General Finance Corporation to
        the
        Group, which have principal and
        interest
        subordinated to the facilities being provided by the bank.

      


      “Trailing
        Adjusted EBITDA”
        means
        GFN Australasia Holdings actual EBITDA plus 12 months trailing EBITDA of
        future
        acquired companies.

      


      “Invoice
        Finance Administration Fees and Funding Charges”
        are
        those fees and funding charges directly related to provision of an Invoice
        Finance Facility.

      


      The
        above
        terms are to be interpreted according to the Corporations Act 2001 (Cth),
        Statement of Accounting Concepts, Australian Accounting Standards and other
        mandatory reporting requirements.

       

      Calculation:

      
        	
                Consolidated
                  Interest Cover: 

              
	 
	
                Trailing
                  Adjusted EBITDA 

                 

                Total
                  Interest Expense (inclusive of Bison Interest) less GFN Loan Interest
                  Subordinated

              


      


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


      


      
        	
                Consolidated
                  Senior Debt Interest Cover:
                  

              
	 
	
                Trailing
                  Adjusted EBITDA

                 

                Total
                  Senior Debt Interest Expense

              
	 
	
                Consolidated
                  Gearing Ratio:

              
	 
	
                Total
                  Debt (excluding loans
                  from General Finance Corporation to the Group)

                 

                Trailing
                  Adjusted EBITDA 

              
	 
	
                Consolidated
                  Gearing Ratio:

              
	 
	
                Senior
                  Debt

                 

                Trailing
                  Adjusted EBITDA

              


      

       

      Other
        conditions to be met:

       

      
        	 	
                §

              	
                Orderly
                  Liquidation Value:

              


      

       

      Funding
        of the Interchangeable Facility (1), Interchangeable Facility (2),
        Interchangeable Facility (3), Interchangeable Facility (4), Interchangeable
        Facility (5), Overdraft Facility, Mutli-Option Facility (2), Bill Priced
        Term
        Loan Facility NZD2.025M and Bill Priced Term Loan Facility NZD 10.392M are
        restricted to an amount in total which is no greater than 85% of the orderly
        liquidation value of the container fleet (being, the container fleet owned
        from
        time to time by the Group or the RWNZ Group (as defined in this letter of
        offer)). Should this condition be breached you must reduce the balance of
        the
        facilities within 5 Sydney business days to a level that will satisfy this
        condition.

       

      
        	 	
                §

              	
                Management
                  Fee payments are to be payable to GFN U.S. Australasia Holdings
                  Inc. and
                  restricted to USD $1,500,000 or less per annum and are not to be
                  made if
                  the payment of such will cause a breach of the banks financial
                  covenants
                  or if it will become an Event of Default or if an Event of Default
                  subsists.

              


      

       

      
        	 	
                §

              	
                Provision
                  of loans or advances, excluding scheduled overhead charges from
                  parent
                  company in an amount to be agreed upon, to directors, shareholders,
                  related or associated companies are not to be made without prior
                  written
                  consent from the Bank.

              


      

       

      
        	 	
                §

              	
                Detailed
                  schedule of containers with the following information as soon as
                  they are
                  available but no later than 30 days after the end of each
                  quarter:

              


      

      
        	 	
                o

              	
                -Held
                  for hire/lease outlining type, number, acquisition cost and book
                  value.

              


      

      
        	 	
                o

              	
                -Held
                  for sale outlining type, number, acquisition cost and book
                  value

              


      

      


      
        	 	
                §

              	
                Invoice
                  Finance Field Reviews to continue as per facility
                  agreement.

              


      

      


      
        	
              	·	
                Royal
                  Wolf Australia Group standard lease / rental / hire documentation
                  /
                  contracts are to be vetted by the Bank's legal advisors and confirmed
                  acceptable.

              


      

      


      
        	
              	·	
                Fair
                  market value & orderly liquidated value of the container fleet is to
                  be undertaken (at your cost) by a valuer appointed by and acceptable
                  to
                  the Bank on a quarterly basis.

              


      

      


      
        	
              	·	
                All
                  containers (owned by the borrower and / or security providers)
                  are to be
                  restricted within the shores of Australia and/or New Zealand and
                  the
                  company's Lease/Rental documentation should include this limitation.
                  Any
                  movement of containers outside the shores of Australia and/or New
                  Zealand
                  will require the Bank's prior written
                  consent.

              


      


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

    

    
      	
            	·	
              Current
                depreciation and amortisation policy is not to be amended without
                prior
                written consent of the bank.

            


    

    


    
      	
            	·	
              Any
                additional off or on balance sheet liabilities greater than A$500,000.00
                p.a are not to be incurred without prior written consent from the
                Bank.
                Such consent will not be unreasonably
                withheld.

            


    

    


    
      	
            	·	
              The
                banks prior written consent for container fleet sale of $3,000,000
                or
                greater in any one transaction is to be sought. Such consent will
                not be
                unreasonably withheld.

            


    

    


    
      	
            	·	
              Dividend
                payment / shareholder loans repayment are not to be paid without
                the banks
                prior consent except for the payment of dividends by RWA Holdings
                Pty Ltd
                to GFN Australasia Holdings Pty Ltd (GFNAH) to enable GFNAH to pay
                interest to Bison Capital Australia, L.P.. Such consent will not
                be
                unreasonably withheld.

            


    

    


    
      	
            	·	
              Interest
                payable on Bison Capital Australia, L.P subordinated loan is subject
                to no
                current event of default and compliance of the bank's financial
                covenants.

            


    

    


    
      	
            	·	
              At
                all times you must have entered into arrangements with the Bank to
                hedge
                your interest rate risks in relation to no less than 50% of debt
                funding

            


    

    


    Foreign
      Currency Translation:

    (a)
      Fluctuations in the exchange rate of currencies occur from time to time. These
      fluctuations may mean the amount of your liability to us in Australian dollars
      for a Loan in foreign currency under this agreement could be significantly
      more
      than the Australian dollar equivalent of the amount of the Loan on the drawdown
      date;

    


    (b)
      While
      we will inform you of the availability of mechanisms, if they exist, for
      limiting the risks associated with fluctuations in the exchange rate of
      currencies, it is not our role or responsibility to advise in relation to,
      monitor, manage or in any way take steps designed
      to protect your exposure to loss as a result of fluctuations in the exchange
      rate of currencies from time to time. We are not obliged to notify you of
      fluctuations in exchange rates.

     

    Insurance:

     

    All
      insurable property mortgaged to us must be insured for all usual risks under
      a
      policy acceptable to us. The insurance must be for full replacement value of
      the
      property insured. 

    


    Before
      drawdown and thereafter within 14 days of a request by ANZ you must submit
      to
      the bank a Cover Note or a Certificate of Currency for the property mortgaged
      to
      us. Such request may be made by ANZ at any time in writing, verbally, by
      facsimile transmission, by email or other electronic means of communication.
      If
      a Cover Note is issued, the Bank must receive a Certificate of Currency to
      confirm the insurance, within 90 calendar days of the Cover Note
      expiration.

    


    As
      a
      minimum, the Certificate of Currency must include:

     

    
      	 	
              ·

            	
              Insurance
                cover expiry date

            


    

    
      	 	
              ·

            	
              Situation(s)

            


    

    
      	 	
              ·

            	
              Type
                of cover

            


    

    
      	 	
              ·

            	
              Policy
                number

            


    

    
      	 	
              ·

            	
              Policy
                underwriter and /or broker name 

            


    

    
      	 	
              ·

            	
              Insured
                Amount 

            


    

    
      	 	
              ·

            	
              The
                Bank’s interest clearly noted on the insurance
                policy

            


    

     

    You
      agree
      to advise the bank in the event that the insurance is cancelled or the nature
      of
      the cover changes and submit an updated Certificate of Currency for our
      records.


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    Conditions
      Precedent:

     

    Our
      obligation to make any facilities available is subject to our being satisfied
      that you have complied with Clause 4 of the General Conditions.

     

    Compliance
      with environmental law:

     

    You
      agree
      to:

     

    
      	
            	(i)	
              comply,
                and ensure each surety complies, with the requirements of all
                environmental laws; and

            


    

     

    
      	
            	(ii)	
              ensure
                that each surety complies with the requirements of all environmental
                laws
                in relation to property given or to be given by it to us as
                security.

            


    

    


    An“environmental
      law” means
      an
      act of Parliament which has the purpose of protecting the environment from
      pollution, including without limitation, pollution relating to air, water,
      noise
      or chemicals (and any statutory modification of, or legislative provision
      substituted for, and any subordinate legislation under an act of Parliament
      of
      that kind).


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    
      
        

      

    

    GENERAL
      AND SPECIFIC CONDITIONS 
SCHEDULE

    
      

    

     

    GENERAL
      AND SPECIFIC CONDITIONS SCHEDULE to Letter of Offer dated 1 July
      2008.

     

    General
      and Specific Conditions:

     

    Our
      General Conditions (Fourth Edition 2003) apply to the facilities as well as
      any
      applicable Specific Conditions to the facilities. Both the General Conditions
      and any applicable Specific Conditions are enclosed with this
      letter.

     

    General
      Conditions Fourth Edition 2003:

     

    Clause
      9 (7) International Financial Reporting Standards (IFRS)

     

    This
      clause is deleted and replaced by the following:

    


    Clause
      9
      (7) New AASB Standards.

    


    Where
      you
      are required to comply with the New AASB Standards, we may, without prejudice
      to
      any other right under Clause 9, review the facilities (and the conditions on
      which they are made available) at any time from the date of your acceptance
      of
      this clause and further upon receipt by us of your first set of annual financial
      statements prepared in accordance with the New AASB Standards.

    


    We
      will
      notify you of any such review in writing (an “AASB
      Review Notice”)
      and
      negotiate in good faith with you in conducting the review. Within 60 days of
      the
      date of the AASB Review Notice, we may give you written notice that we wish
      to
      change the terms and conditions on which the facilities will continue to be
      made
      available including, in particular, the pricing of the facilities and the
      financial undertakings or financial covenants applicable (the “AASB
      Amendment Notice”).

    


    If
      you
      accept the changes set out in the AASB Amendment Notice, the changes will take
      effect from the date as specified in the AASB Amendment Notice. However, if
      you
      do not accept the changes within 30 days from the date of the AASB Amendment
      Notice, the facilities will be terminated and you must repay the facilities
      in
      full (in cleared funds) at the expiration of 60 days from the date of the AASB
      Amendment Notice.

    


    New
      AASB Standards is
      defined to mean “The
      new
      accounting standards, for application by Australian entities after the
      1st
      January
      2005, and issued or to be issued after the date of this agreement by the
      Australian Accounting Standards Board, including standards based on the
      standards issued by the International Accounting Standards Board, which are
      expected to apply to Australian reporting entities”.

     

    Lease
      Finance and Hire Purchase facilities:

     

    Despite
      anything in the General Conditions, the Specific Conditions that applied to
      a
      Lease Finance facility or a Hire Purchase facility at the time of transaction
      draw down or settlement shall remain in force until the termination of the
      drawn
      down portion of that Lease Finance facility or Hire Purchase
      facility.

     

    Excess
      fee:

     

    If
      drawings are made to your account in excess of the agreed limit and we decide
      to
      pay those drawings, we may charge an excess fee of up to $150. This fee is
      to
      compensate us for costs we incur as a result of an excess. If charged this
      fee
      is payable on the date of the excess.


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    Interest
      rate on excesses and overdue amounts:

     

    For
      the
      purposes of clause 8 of the General Conditions, the applicable rate of interest
      is the interest applicable to the facility on which the excess occurs or the
      facility on which an overdue amount occurs plus margin, plus 4% pa.

     

    Accounts
      reconciliation:

     

    In
      terms
      of Clause 24 (8) of the General Conditions and by mutual agreement between
      us,
      you must reconcile your records in respect of each account held with us within
      30 days after you should have received the statement of account. All other
      conditions of this clause remain unchanged.


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    
      
 ACCEPTANCE

    
      

    

     

    To:     
      Australia
      and New Zealand Banking Group Limited

    Corporate
      Banking 

    Level
      13,
      20 Martin Place

    Sydney
      NSW 2000

    


    Acceptance
      of
      Letter
      of Offer dated 1 July 2008.

    


    We
      accept
      your offer to provide the facilities on the conditions detailed in this letter
      of offer
      and
      acknowledge receipt of the General Conditions (Fourth Edition 2003) and the
      applicable Specific Conditions.

    


    Dated
      3
      July 2008

    


    
      	
              SIGNED
                for and on behalf of 

              GFN
                Australasia Holdings Pty Ltd 

              ACN
                121 226 793
                by:

            
	 	 	 
	
              /s/
                Peter McCann

            	 	
              Peter
                McCann

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            
	 	 	 
	
              /s/
                Robert Allan

            	 	
              Robert
                Allan

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            


    

    


    
      	
              SIGNED
                for and on behalf of 

              GFN
                Australasia Finance Pty Ltd 

              ACN
                121 227 790
                by:

            
	 	 	 
	
              /s/
                Peter McCann

            	 	
              Peter
                McCann

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            
	  	 	 
	
              /s/
                Robert Allan

            	 	
              Robert
                Allan

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            


    

    


    
      	
              SIGNED
                for and on behalf of 

              RWA
                Holdings Pty Ltd 

              ACN
                106 913 964
                by:

            
	 	 	 
	
              /s/
                Peter McCann

            	 	
              Peter
                McCann

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            
	 	 	 
	
              /s/
                Robert Allan

            	 	
              Robert
                Allan

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            


    


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    


    
      	
              SIGNED
                for and on behalf of 

              Royal
                Wolf Trading Australia Pty Ltd 

              ACN
                069 244 417
                by: 

            
	 	 	 
	
              /s/
                Peter McCann

            	 	
              Peter
                McCann

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            
	 	 	 
	
              /s/
                Robert Allan

            	 	
              Robert
                Allan

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            


    

    


    
      	
              SIGNED
                for and on behalf of 

              Royal
                Wolf Hi-Tech Pty Ltd 

              ACN
                079 735 050
                by:

            
	 	 	 
	
              /s/
                Peter McCann

            	 	
              Peter
                McCann

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            
	 	 	 
	
              /s/
                Robert Allan

            	 	
              Robert
                Allan

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            


    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    


    
      
 CORPORATE
      SURETY ACKNOWLEDGMENT

    
      

    

     

    To:     
      Australia
      and New Zealand Banking Group Limited

    Corporate
      Banking 

    Level
      13,
      20 Martin Place

    Sydney
      NSW 2000

     

    Corporate
      Surety Acknowledgment
      to
      Letter of Offer dated 1 July 2008.

     

    Each
      of
      the following sureties acknowledges that the securities given, or to be given
      by
      us secure all present and future obligations of the customers to the Bank,
      including obligations in respect of the facilities.

     

    By
      providing this surety Acknowledgment to the facilities,
      each
      surety acknowledges that the provisions contained at Clause 22 “Privacy” of the
      General Conditions apply to them.

    


    Dated  
      3 July 2008

    


    
      	
              SIGNED
                for and on behalf of 

              GFN
                Australasia Holdings Pty Ltd 

              ACN
                121 226 793
                by:

            
	 	 	 
	
              /s/
                Peter McCann

            	 	
              Peter
                McCann

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            
	 	 	 
	
              /s/
                Robert Allan

            	 	
              Robert
                Allan

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            


    

    


    
      	
              SIGNED
                for and on behalf of 

              GFN
                Australasia Finance Pty Ltd 

              ACN
                121 227 790
                by:

            
	 	 	 
	
              /s/
                Peter McCann

            	 	
              Peter
                McCann

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            
	 	 	 
	
              /s/
                Robert Allan

            	 	
              Robert
                Allan

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            


    

    


    
      	
              SIGNED
                for and on behalf of 

              RWA
                Holdings Pty Ltd 

              ACN
                106 913 964
                by:

            
	 	 	 
	
              /s/
                Peter McCann

            	 	
              Peter
                McCann

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            
	 	 	 
	
              /s/
                Robert Allan

            	 	
              Robert
                Allan

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            


    


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    


    
      	
              SIGNED
                for and on behalf of 

              Royal
                Wolf Trading Australia Pty Ltd 

              ACN
                069 244 417
                by: 

            
	 	 	 
	
              /s/
                Peter McCann

            	 	
              Peter
                McCann

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            
	 	 	 
	
              /s/
                Robert Allan

            	 	
              Robert
                Allan

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            


    

    


    
      	
              SIGNED
                for and on behalf of 

              Royal
                Wolf Hi-Tech Pty Ltd 

              ACN
                079 735 050
                by:

            
	 	 	 
	
              /s/
                Peter McCann

            	 	
              Peter
                McCann

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            
	 	 	 
	
              /s/
                Robert Allan

            	 	
              Robert
                Allan

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            


    

    


    
      	
              SIGNED
                for and on behalf of 

              Royal
                Wolf NZ Acquisition Co Ltd
                by:

            
	 	 	 
	
              /s/
                Peter McCann

            	 	
              Peter
                McCann

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            
	 	 	 
	
              /s/
                Robert Allan

            	 	
              Robert
                Allan

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            


    

    


    
      	
              SIGNED
                for and on behalf of 

              RWNZ
                Acquisition Co Ltd by:

            
	 	 	 
	
              /s/
                Peter McCann

            	 	
              Peter
                McCann

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            
	 	 	 
	/s/
              Robert Allan	 	
              Robert
                Allan

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            


    

    


    
      	
              SIGNED
                for and on behalf of 

              Royal
                Wolf Trading New Zealand Ltd
                by:

            
	 	 	 
	
              /s/
                Peter McCann

            	 	
              Peter
                McCann

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            
	 	 	 
	
              /s/
                Robert Allan

            	 	
              Robert
                Allan

            
	
              Signature
                of Director

            	 	
              Print
                name of Director

            


    


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    
      
 CERTIFICATE
      OF VALUE AND LOCATION OF ASSETS

    
      

    

     

    Group
      Name: Royal
      Wolf Australia Group 

    


    
      	
               

            	
               

            	
              NSW

            	
               

            	
              VIC

            	
               

            	
              QLD

            	
               

            	
              WA

            	
               

            	
              SA

            	
               

            	
              TAS

            	
               

            	
              ACT

            	
               

            	
              NT

            	
               

            	
              Overseas

            	
               

            	
              Total

            	 
	
              Customer
                Representative to complete values (include all assets e.g. debtors,
                plant,
                land, inventory, goodwill and loans – excluding intercompany loans to
                other companies on this list who have given mortgage
                debentures)

            
	
              Royal
                Wolf Trading Australia Pty Ltd ACN 069 244 417 

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              RWA
                Holdings Pty Ltd ACN 106 913 964 

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Royal
                Wolf Hi-Tech Pty Ltd ACN 079 735 050

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              GFN
                Australasia Holdings Pty Ltd ACN 121 226 793 

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              GFN
                Australasia Finance Pty Ltd ACN 121 227 790 

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Royal
                Wolf Trading New Zealand Ltd

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
               

            	
               

            	
              NSW

            	
               

            	
              VIC

            	
               

            	
              QLD

            	
               

            	
              WA

            	
               

            	
              SA

            	
               

            	
              TAS

            	
               

            	
              ACT

            	
               

            	
              NT

            	
               

            	
              Overseas

            	
               

            	
              Total

            	 
	
              RWNZ
                Acquisition Co Ltd

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Royal
                Wolf NZ Acquisition Co Ltd

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Customer
                Representative to complete values (eg the value of the land or the
                value
                of the shares)

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Totals

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    

    


    CONFIRMATION
      OF PREVIOUS ADVICE

    


    I
      hereby certify that location and values of assets listed have not materially
      changed since our previous advice dated / / 

    


    
      	
              Customer
                Representative Signature

            	 
	 	 
	
              Customer
                Representative Name

            	 
	 	 
	
              Position
                of Customer Representative

            	 
	 	
              (Director/Financial
                Controller etc)

            


    

    


    Date___________________