Portions
        of this Exhibit 10.2 have been omitted based upon a request for confidential
        treatment. This Exhibit 10.2, including the non-public information, has been
        filed separately with the Securities and Exchange Commission. “[*]” designates
        portions of this document that have been redacted pursuant to the request
        for
        confidential treatment filed with the Securities and Exchange
        Commission.

    

     

    Preferred
      Supply 

    Agreement
      

     

    General
      Electric Capital Container Finance Corporation 

     

    Genstar
      Container Corporation 

     

    GE
      SeaCo SRL

     

    Sea
      Containers Ltd.

     

    Royal
      Wolf Trading Australia Pty Limited

     

    GE
      SeaCo Australia Pty Limited

    
      	 	 	 
	 	 	 
	 	 	
               

               

               

               

               

               

               

               

               

               

               

               

              Ref:
                DMCM/MM/02 1405 5288

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      	
                      

            


    

    


     

    CONTENTS

       

      
        	
                1.

              	
                INTERPRETATION

              	
                2

              
	 	 	 	 
	 	
                1.1

              	
                Definitions

              	
                2

              
	 	
                1.2

              	
                Rules
                  for interpreting this Agreement

              	
                5

              
	 	
                1.3

              	
                Consideration
                  does not include GST

              	
                6

              
	 	
                1.4

              	
                Non
                  Business Days

              	
                6

              
	 	 	 	 
	
                2.

              	
                CONDITIONALITY

              	
                6

              
	 	 	 	 
	 	 	 	 
	
                3.

              	
                APPOINTMENT
                  OF PURCHASER

              	
                6

              
	 	 	 	 
	 	
                3.1

              	
                Appointment

              	
                6

              
	 	
                3.2

              	
                Acceptance

              	
                6

              
	 	
                3.3

              	
                Term

              	
                6

              
	 	 	 	 
	
                4.

              	
                TERMINATION
                  OF EXISTING APPOINTMENTS IN THE TERRITORY

              	
                7

              
	 	 	 	 
	 	
                4.1

              	
                Acknowledgement

              	
                7

              
	 	
                4.2

              	
                Termination

              	
                7

              
	 	 	 	 
	
                5.

              	
                PRICE

              	
                7

              
	 	 	 	 
	 	
                5.1

              	
                Pricing

              	
                7

              
	 	
                5.2

              	
                Annual
                  Adjustments to pricing

              	
                7

              
	 	
                5.3

              	
                Three
                  year pricing review

              	
                7

              
	 	
                5.4

              	
                Determination
                  of grading

              	
                8

              
	 	
                5.5

              	
                Exclusions
                  to pricing terms

              	
                8

              
	 	 	 	 
	
                6.

              	
                VOLUME
                  AND QUANTITIES OF CONTAINERS

              	
                8

              
	 	 	 	 
	 	
                6.1

              	
                Non-binding
                  Expectation of Owners

              	
                8

              
	 	
                6.2

              	
                Containers
                  within the Expected Range

              	
                8

              
	 	
                6.3

              	
                Containers
                  outside of the Expected Range

              	
                9

              
	 	
                6.4

              	
                Containers
                  not beyond their International Leasing Life

              	
                9

              
	 	 	 	 
	
                7.

              	
                RIGHT
                  OF FIRST REFUSAL

              	
                9

              
	 	 	 	 
	 	 	 	 
	
                8.

              	
                TERMS
                  OF SALE

              	
                10

              
	 	 	 	 
	 	
                8.1

              	
                Purchasing
                  Process

              	
                10

              
	 	
                8.2

              	
                Delivery
                  of Containers

              	
                10

              
	 	
                8.3

              	
                Timing
                  of Delivery

              	
                10

              
	 	
                8.4

              	
                Transfer
                  of title

              	
                10

              
	 	
                8.5

              	
                Status
                  on Delivery

              	
                11

              
	 	
                8.6

              	
                Removal
                  from storage

              	
                11

              
	 	
                8.7

              	
                No
                  re-sale

              	
                11

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                        

              


      

      


       

      


      
        	 	
                8.8

              	
                No
                  warranty as to applicability of taxes

              	
                11

              
	 	
                8.9

              	
                Tax
                  under this Agreement

              	
                11

              
	 	
                8.10

              	
                Applicable
                  Laws

              	
                11

              
	 	
                8.11

              	
                No
                  Warranty

              	
                12

              
	 	 	 	 
	
                9.

              	
                PAYMENT

              	
                12

              
	 	 	 	 
	 	
                9.1

              	
                Invoicing

              	
                12

              
	 	
                9.2

              	
                Time
                  for payment

              	
                12

              
	 	
                9.3

              	
                Credit
                  and Compliance

              	
                12

              
	 	
                9.4

              	
                No
                  set off

              	
                12

              
	 	 	 	 
	
                10.

              	
                INTELLECTUAL
                  PROPERTY

              	
                12

              
	 	 	 	 
	 	
                10.1

              	
                Removal
                  of Decals and markings

              	
                12

              
	 	 	 	 
	
                11.

              	
                NO
                  RESTRICTION ON SALE OF BUSINESS

              	
                13

              
	 	 	 	 
	 	 	 	 
	
                12.

              	
                REPRESENTATIONS
                  AND WARRANTIES

              	
                13

              
	 	 	 	 
	 	
                12.1

              	
                Representations
                  and warranties

              	
                13

              
	 	
                12.2

              	
                Owner
                  Warranties

              	
                13

              
	 	 	 	 
	
                13.

              	
                TERMINATION

              	
                13

              
	 	 	 	 
	 	
                13.1

              	
                Termination
                  for breach

              	
                13

              
	 	
                13.2

              	
                Termination
                  without breach

              	
                14

              
	 	
                13.3

              	
                Effect
                  of termination

              	
                14

              
	 	 	 	 
	
                14.

              	
                NOTICES

              	
                14

              
	 	 	 	 
	 	 	 	 
	
                15.

              	
                AMENDMENT
                  AND ASSIGNMENT

              	
                16

              
	 	 	 	 
	 	
                15.1

              	
                Amendment

              	
                16

              
	 	
                15.2

              	
                Assignment

              	
                16

              
	 	 	 	 
	
                16.

              	
                GENERAL

              	
                16

              
	 	 	 	 
	 	
                16.1

              	
                Governing
                  law

              	
                16

              
	 	
                16.2

              	
                Liability
                  for expenses

              	
                17

              
	 	
                16.3

              	
                Relationship

              	
                17

              
	 	
                16.4

              	
                Waiver
                  of rights

              	
                17

              
	 	
                16.5

              	
                Operation
                  of this Agreement

              	
                17

              
	 	
                16.6

              	
                Operation
                  of indemnities

              	
                17

              
	 	
                16.7

              	
                Counterparts

              	
                18

              
	 	
                16.8

              	
                Attorneys

              	
                18

              


      

    

    


    
      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    Schedule

    
      	 	 	 
	
              1

            	
              PRICE
                ADJUSTMENT AND REVIEW

            	
              19

            
	
              2

            	
              GRADING
                STANDARDS

            	
              24

            


    

     

    


      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      



    


    
      	
                      

            


    

    


     

    PREFERRED
      SUPPLY AGREEMENT

     

    DATE

     

    PARTIES

     

    General
      Electric Capital Container Finance Corporation, a
      Delaware corporation (Manager)

     

    Genstar
      Container Corporation,
      a
      Delaware corporation (Genstar)

     

    GE
      SeaCo SRL,
      a
      Barbados society with restricted liability, of 2nd Floor, Chamberlain Place,
      Broad Street, Bridgetown, Barbados. West Indies for itself and its subsidiaries
      (collectively, GE
      SeaCo)
      

     

    Sea
      Containers Ltd.,
      a
      Bermuda company, for itself and its subsidiaries (collectively SCL)

     

    (Genstar,
      GE SeaCo and SCL, collectively, the Owners)

     

    Royal
      Wolf Trading Australia Pty Limited,
      ACN 106
      913 964 (Purchaser)

     

    GE
      SeaCo Australia Pty Limited,
      ABN 41
      082 463 (GE
      SeaCo Australia)

     

    RECITALS

     

    
      	
              A.

            	
              Each
                of the Owners has appointed the Manager as an agent for procuring
                ultimate
                purchasers of Containers owned by such Owner that such Owner has
                deemed
                beyond their profitable life for international marine container leasing
                (their International
                Leasing Life).

            


    

     

    
      	
              B.

            	
              Prior
                to this Agreement coming into effect, GE SeaCo Australia was the
                Manager’s
                exclusive agent for the sale of Containers beyond their International
                Leasing Life in the Territory (GE
                SeaCo Australia Agency Arrangement).

            


    

     

    
      	
              C.

            	
              The
                Owners now desire to appoint, and permit Manager to appoint, the
                Purchaser
                as Owners’ exclusive purchaser in the Territory for purchasing Owners’
                Containers that are beyond their International Leasing Life, pursuant
                to
                the terms of this Agreement.

            


    

     

    OPERATIVE
      PROVISIONS

     

    
      	
              1.

            	
              INTERPRETATION

            


    

     

    
      	 	
              1.1

            	
              Definitions

            


    

     

    The
      following definitions apply in this Agreement.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    As
      Is 20 GP’s means
      a
      20 foot length dry cargo marine container that is classified as grade 3/4 in
      0.

     

    As
      Is 40’ GP’s
      means a
      40 foot length dry cargo marine container that is classified as grade 3/4 in
      0.

     

    Business
      Day
      means a
      day (other than a Saturday, Sunday or public holiday) on which banks are open
      for general banking business in Sydney, Australia.

     

    Business
      Sale Agreement means
      the
      business sale agreement to be entered into between GE SeaCo Australia, GE SeaCo,
      the Purchaser and GFN Australia Finance Pty Limited in relation to the sale
      by
      GE SeaCo Australia of part of its business, assets and goodwill to the Purchaser
      dated on or around the date of this Agreement.

     

    Commencement
      Date
      means 1
      November 2007.

     

    Completion
      has
      the
      meaning given to it in the Business Sale Agreement.

     

    Containers
      means
      containers of the types listed in the table at clause 0.

     

    Corporations
      Act
      means
Corporations
      Act 2001
      (Cth).

     

    Encumbrance
      means:

     

    
      	 	
              (a)

            	
              a
                mortgage, charge, pledge, lien, hypothecation or title retention
                arrangement;

            


    

     

    
      	 	
              (b)

            	
              any
                third party interest (for example, a trust or an
                equity);

            


    

     

    
      	 	
              (c)

            	
              a
                right of any person to purchase, occupy or use an asset (including
                under
                an option, agreement to purchase, licence, lease or hire purchase);
                or

            


    

     

    
      	 	
              (d)

            	
              an
                agreement to create any of the above or to allow any of the above
                to
                exist.

            


    

     

    Expert
      means
      DoveBid Australasia Pty Ltd, 91- Leveson St North, Melbourne, VIC 3051, or
      such
      other person as is agreed to by the parties from time to time.

     

    GE
      SeaCo Australia Agency Arrangement has
      the
      meaning given to it in recital 0.

     

    GP
      means
      a
      general purpose steel container.

     

    Grading
      Standards means
      the
      standards used to determine the grade of a Container set out in 0.

     

    GST
      includes:

     

    
      	 	
              (a)

            	
              any
                additional tax, penalty, fine, interest or other charge relating
                to GST;
                and

            


    

     

    
      	 	
              (b)

            	
              an
                amount an entity is notionally liable to pay as GST or an amount
                which is
                treated as GST under the GST Act.

            


    

     

    GST
      Act means
      the
A
      New
      Tax System (Goods and Services Tax) Act 1999
      (Cth).

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    Initial
      Period
      means
      the first 12 month period from the Commencement date.

     

    International
      Leasing Life has
      the
      meaning given to it in recital 0.

     

    Major
      Damage Containers has
      the
      meaning given to it in clause 0. 

     

    Nominated
      for Sale Container has
      the
      meaning given to it in clause 0.

     

    Outside
      of Range Containers has
      the
      meaning given to it in clause 0.

     

    Permitted
      Sale Container means all:

     

    
      	 	
              (a)

            	
              Reefers;
                

            


    

     

    
      	 	
              (b)

            	
              major
                damage containers;

            


    

     

    
      	 	
              (c)

            	
              Pre-existing
                Sale Containers; 

            


    

     

    
      	 	
              (d)

            	
              Nominated
                for Sale Containers; and

            


    

     

    
      	 	
              (e)

            	
              Outside
                of Range Containers,

            


    

     

    and
      any
      of them in the Territory.

     

    Pre-existing
      Sale Containers has
      the
      meaning given to it in clause 0.

     

    Purchasing
      Process
      means
      the process outlined in Annexure A, as amended from time to time by the Owners
      or Manager (in their sole discretion) provided that such amendments do not
      adversely negatively or unreasonably impact on the rights of the Purchaser
      under
      this Agreement.

     

    Qualifying
      Suppliers
      means in
      respect of any 12 month period, the Purchaser’s top five suppliers for the
      period who in aggregate have supplied the Purchaser in Australia not less than
      2,500 As Is 20’ GP’s and:

     

    
      	 	
              (a)

            	
              each
                of which has supplied not less than 200 As Is 20’
                GP’s;

            


    

     

    
      	 	
              (b)

            	
              none
                of which is:

            


    

     

    
      	 	
              (i)

            	
              a
                related party of the Purchaser or any holding company of the Purchaser;
                and

            


    

     

    
      	 	
              (ii)

            	
              an
                Owner or the Manager; and

            


    

     

    
      	 	
              (c)

            	
              none
                of which has supplied Containers to the Purchaser on terms which
                are not
                normal commercial arm’s length
                terms.

            


    

     

    Reefer
      means
      a
      20 foot or 40 foot length marine refrigerated container.

     

    Subsequent
      Period has
      the
      meaning given to it in clause 0.

     

    Term
      means
      the term set out in clause 0.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    Territory
      means
      Australia, New Zealand and Papua New Guinea.

     

    
      	 	
              1.2

            	
              Rules
                for interpreting this
                Agreement

            


    

     

    Headings
      are for convenience only, and do not affect interpretation. The following rules
      also apply in interpreting this Agreement, except where the context makes it
      clear that a rule is not intended to apply.

     

    
      	 	
              (a)

            	
              A
                reference to:

            


    

     

    
      	 	
              (i)

            	
              a
                legislative provision or legislation (including subordinate legislation)
                is to that provision or legislation as amended, re-enacted or replaced,
                and includes any subordinate legislation issued under
                it;

            


    

     

    
      	 	
              (ii)

            	
              a
                document or agreement, or a provision of a document or agreement,
                is to
                that document, agreement or provision as amended, supplemented, replaced
                or novated;

            


    

     

    
      	 	
              (iii)

            	
              a
                party to this Agreement or to any other document or agreement includes
                a
                permitted substitute or a permitted assign of that party;
                

            


    

     

    
      	 	
              (iv)

            	
              a
                person includes any type of entity or body of persons, whether or
                not it
                is incorporated or has a separate legal identity, and any executor,
                administrator or successor in law of the person;
                and

            


    

     

    
      	 	
              (v)

            	
              anything
                (including a right, obligation or concept) includes each part of
                it.

            


    

     

    
      	 	
              (b)

            	
              A
                singular word includes the plural, and vice
                versa.

            


    

     

    
      	 	
              (c)

            	
              If
                a word is defined, another part of speech has a corresponding
                meaning.

            


    

     

    
      	 	
              (d)

            	
              If
                an example is given of anything (including a right, obligation or
                concept), such as by saying it includes something else, the example
                does
                not limit the scope of that thing.

            


    

     

    
      	 	
              (e)

            	
              The
                word agreement
                includes an undertaking or other binding arrangement or understanding,
                whether or not in writing.

            


    

     

    
      	 	
              (f)

            	
              The
                expression this
                Agreement
                includes the agreement, arrangement, understanding or transaction
                recorded
                in this Agreement. 

            


    

     

    
      	 	
              (g)

            	
              Words
                defined in the GST Act have the same meaning in clauses concerning
                GST.

            


    

     

    
      	 	
              (h)

            	
              If
                a person is a member of a GST group, references to GST which the
                person
                must pay and to input tax credits to which the party is entitled
                include
                GST which the representative member of the GST group must pay and
                input
                tax credits to which the representative member is
                entitled.

            


    

     

    
      	 	
              (i)

            	
              The
                words subsidiary,
                holding
                company
                and related
                body corporate
                have the same meanings as in the Corporations
                Act.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    
      	 	
              (j)

            	
              A
                reference to dollars
                or
                $
                is
                to an amount in Australian
                currency.

            


    

     

    
      	 	
              (k)

            	
              A
                reference to US$
                is
                to an amount in the currency of the United States of
                America.

            


    

     

    
      	 	
              1.3

            	
              Consideration
                does not include GST

            


    

     

    Unless
      specifically described in this agreement as 'GST inclusive', any sum
      payable (or amount included in the calculation of a sum payable), or
      consideration to be provided, under or in accordance with this Agreement
      does not include any amount on account of GST.

     

    
      	 	
              1.4

            	
              Non
                Business Days

            


    

     

    If
      the
      day on or by which a person must do something under this Agreement is not a
      Business Day:

     

    
      	 	
              (a)

            	
              if
                the act involves a payment that is due on demand, the person must
                do it on
                or by the next Business Day; and

            


    

     

    
      	 	
              (b)

            	
              in
                any other case, the person must do it on or by the previous Business
                Day.

            


    

     

    
      	
              2.

            	
              CONDITIONALITY

            


    

     

    The
      obligations of the parties under this Agreement are conditional upon Completion
      taking place under the Business Sale Agreement.

     

    
      	
              3.

            	
              APPOINTMENT
                OF PURCHASER

            


    

     

    
      	 	
              3.1

            	
              Appointment

            


    

     

    The
      Manager and the Owners hereby appoint the Purchaser with effect from the
      Commencement Date as their exclusive purchaser in the Territory of the
      Containers which are determined by each Owner, with respect to each such Owner's
      Containers, after the Commencement Date to be beyond their International Leasing
      Life in the Territory, subject to and in accordance with the terms of this
      Agreement.

     

    
      	 	
              3.2

            	
              Acceptance

            


    

     

    The
      Purchaser accepts the appointment upon the terms in this Agreement.

     

    
      	 	
              3.3

            	
              Term

            


    

     

    The
      rights and obligations under this Agreement begin on the date on which
      Completion takes place under the Business Sale Agreement and, unless terminated
      earlier in accordance with clause 0,
      continue:

     

    
      	 	
              (a)

            	
              for
                an initial term of five
                years;
                and

            


    

     

    
      	 	
              (b)

            	
              after
                the end of the initial term, until expiry of 90
                days notice of termination given under clause 0.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    
      	
              4.

            	
              TERMINATION
                OF EXISTING APPOINTMENTS IN THE
                TERRITORY

            


    

     

    
      	 	
              4.1

            	
              Acknowledgement

            


    

     

    Each
      of
      the parties to this Agreement acknowledges and agrees that the appointment
      of
      the Purchaser in accordance with clause 0
      supersedes the terms of any prior agency or purchaser relationship for the
      sale
      of the Owners’ Containers beyond their International Leasing Life in the
      Territory to the extent that such terms are inconsistent with the terms of
      this
      Agreement. 

     

    
      	 	
              4.2

            	
              Termination

            


    

     

    The
      Manager, each Owner and GE SeaCo Australia agree that, to the extent that the
      GE
      SeaCo Australia Agency Arrangement is inconsistent with the terms of this
      Agreement, it shall be terminated with effect from the Commencement
      Date.

     

    
      	
              5.

            	
              PRICE

            


    

     

    
      	 	
              5.1

            	
              Pricing

            


    

     

    During
      the Initial Period, the price for the sale of the Containers by the Owners
      to
      the Purchaser for the purposes of clause 0
      shall be
      as follows:

    
      	 	 	 	 	 	 	 	 
	
              Container
                Type

            	 	
              Grades
                1 and 2

              (US$)

            	 	
              Grades
                3 and 4

              (US$)

            	 	
              Grades
                5 and 6

              (US$)

            	 
	
              20'
                Flatrack

            	 	 	
              [*]

            	 	 	
              
                [*]

              

            	 	 	
              
                [*]

              

            	 
	
              20'
                Open Top

            	 	 	
              
                [*]

              

            	 	 	
              
                [*]

              

            	 	 	
              
                [*]

              

            	 
	
              20'
                Dry Box

            	 	 	
              
                [*]

              

            	 	 	
              
                [*]

              

            	 	 	
              
                [*]

              

            	 
	
              40'
                Flatrack

            	 	 	
              
                [*]

              

            	 	 	
              
                [*]

              

            	 	 	
              
                [*]

              

            	 
	
              40'
                HC Dry Box

            	 	 	
              
                [*]

              

            	 	 	
              
                [*]

              

            	 	 	
              
                [*]

              

            	 
	
              40'
                Open Top

            	 	 	
              
                [*]

              

            	 	 	
              
                [*]

              

            	 	 	
              
                [*]

              

            	 
	
              40'
                Dry Box

            	 	 	
              
                [*]

              

            	 	 	
              
                [*]

              

            	 	 	
              
                [*]

              

            	 
	
              45'
                HC Dry Box

            	 	 	
              
                [*]

              

            	 	 	
              
                [*]

              

            	 	 	
              
                [*]

              

            	 


    

     

    
      	 	
              5.2

            	
              Annual
                Adjustments to pricing

            


    

     

    During
      each subsequent 12 month period after the Initial Period (each a Subsequent
      Period),
      the
      price for the sale of the Containers by the Owners to the Purchaser for the
      purposes of clause 0
      shall be
      the price determined in accordance with Part A of 0.

     

    
      	 	
              5.3

            	
              Three
                year pricing review

            


    

     

    On
      the
      third anniversary from the Commencement Date, the price for the sale of the
      Containers by the Owners to the Purchaser for the purposes of clause
0
      shall be
      reviewed and, if applicable, adjusted, in accordance with Part B of 0.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    
      	 	
              5.4

            	
              Determination
                of grading

            


    

     

    For
      the
      purposes of this Agreement, a Container’s grade will be determined by reference
      to the Grading Standards.

     

    
      	 	
              5.5

            	
              Exclusions
                to pricing terms

            


    

     

    
      	 	
              (a)

            	
              The
                pricing set out in clause 0
                (as amended from time to time) excludes Containers which have sustained
                major damage (Major
                Damage Containers).
                Major Damage Containers shall be dealt with in accordance with clause
                0.

            


    

     

    
      	 	
              (b)

            	
              Any
                Containers owned by the Owners in the Territory which were beyond
                their
                International Leasing Life prior to the Commencement Date (Pre-existing
                Sale Containers)
                shall be dealt with in accordance with clause 0. 

            


    

     

    
      	
              6.

            	
              VOLUME
                AND QUANTITIES OF
                CONTAINERS

            


    

     

    
      	 	
              6.1

            	
              Non-binding
                Expectation of Owners

            


    

     

    
      	 	
              (a)

            	
              It
                is the Owners’ current expectation
                that:

            


    

     

    
      	 	
              (i)

            	
              they
                will offer to the Purchaser under this Agreement between 2000 and
                5000
                Containers (Expected
                Range)
                beyond their International Leasing Life during the Initial Period
                and in
                each Subsequent Period;

            


    

     

    
      	 	
              (ii)

            	
              the
                Containers will be in the split in the proportion 60% 20’ GP’s : 40% all
                other Container types (Expected
                Proportion);
                and

            


    

     

    
      	 	
              (iii)

            	
              quantities
                of Containers per location will be predominantly in the volume ports
                of
                Melbourne, Sydney, Brisbane and Auckland (accounting in aggregate
                for
                approximately 75% of the volume of Containers) (Expected
                Ports).
                

            


    

     

    
      	 	
              (b)

            	
              Nothing
                in this Agreement shall:

            


    

     

    
      	 	
              (i)

            	
              require
                the Owners or the Manager to make the Expected Range of Containers
                available for sale; or

            


    

     

    
      	 	
              (ii)

            	
              require
                the Owners or the Manager to provide Containers in the Expected
                Proportion; or

            


    

     

    
      	 	
              (iii)

            	
              divert
                any Containers to the Expected Ports;
                or

            


    

     

    
      	 	
              (iv)

            	
              require
                the Owners or the Manager to reposition Containers or to change their
                criteria for determining when a Container is beyond its International
                Leasing Life. 

            


    

     

    
      	 	
              6.2

            	
              Containers
                within the Expected Range

            


    

     

    
      	 	
              (a)

            	
              Each
                Owner is obliged to offer for sale to the Purchaser, and the Purchaser
                is
                obliged to purchase (in each case for the price determined in accordance
                with clause 0
                and in accordance with the other terms of this Agreement), all of
                such
                Owner's Containers that are determined by such Owner to be beyond
                their
                International Leasing Life in the Territory during the Initial Period
                and
                in each Subsequent Period, up to a maximum
                of:

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    
      	 	
              (i)

            	
              3,000
                20’ GP’s; and 

            


    

     

    
      	 	
              (ii)

            	
              2,000
                Containers of all other types, subject to a maximum of 1,000 40’ GP’s,
                

            


    

     

    in
      each
      such period (Annual
      Maximum).
      

     

    
      	 	
              6.3

            	
              Containers
                outside of the Expected
                Range

            


    

     

    Any
      Containers which are determined by the Owners to be beyond their International
      Leasing Life in the Territory in excess of the Annual Maximum in the Initial
      Period or any Subsequent Period (Outside
      of Range Containers)
      shall
      be dealt with in accordance with clause 0.

     

    
      	 	
              6.4

            	
              Containers
                not beyond their International Leasing
                Life

            


    

     

    If
      at any
      time an Owner wishes to sell a Container in the Territory which is not beyond
      its International Leasing Life (Nominated
      for Sale Container),
      such
      Container shall be dealt with in accordance with clause 0.

     

    
      	
              7.

            	
              RIGHT
                OF FIRST REFUSAL

            


    

     

    
      	 	
              (a)

            	
              If
                the Owners wish to sell a Permitted Sale Container, the Manager must
                first
                give notice (a Sale
                Notice)
                to the Purchaser setting out the terms, including the price and delivery
                terms, on which the Owner is proposing to sell that
                container.

            


    

     

    
      	 	
              (b)

            	
              Within
                5 Business Days of receipt by the Purchaser of a Sale Notice, the
                Purchaser must inform the Manager if it wishes to acquire the Permitted
                Sale Container.

            


    

     

    
      	 	
              (c)

            	
              If
                the Manager receives confirmation from the Purchaser that it wishes
                to
                acquire the Permitted Sale Containers within the time specified in
                clause
                0,
                the Owner must sell and the Purchaser must buy, the Permitted Sale
                Container at the price and on the other terms set out in the Sale
                Notice.

            


    

     

    
      	 	
              (d)

            	
              If
                the Manager does not receive confirmation from the Purchaser that
                it
                wishes to acquire the Permitted Sale Container within the time specified
                in clause 0,
                the Owner may transfer the Permitted Sale Container to any
                person:

            


    

     

    
      	 	
              (i)

            	
              at
                a price no less than the price stated in the Sale Notice;
                and

            


    

     

    
      	 	
              (ii)

            	
              provided
                that the sale is on terms otherwise no more favourable to that person
                than
                the terms in the Sale Notice.

            


    

     

    
      	 	
              (e)

            	
              If
                the Owner wishes to reduce the price at which it proposes to sell
                a
                Permitted Sale Container or make the terms set out in the Sale Notice
                otherwise more favourable to a purchaser, it must issues a fresh
                Sale
                Notice setting out the revised price or sale terms and comply with
                the
                requirements of this clauses 0.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    
      	
              8.

            	
              TERMS
                OF SALE

            


    

     

    
      	 	
              8.1

            	
              Purchasing
                Process

            


    

     

    The
      Purchaser agrees to be bound by the Purchasing Process.

     

    
      	 	
              8.2

            	
              Delivery
                of Containers 

            


    

     

    Containers
      will be delivered to the Purchaser in the Australian and New Zealand Ports
      listed in Annexure B.

     

    
      	 	
              8.3

            	
              Timing
                of Delivery

            


    

     

    Delivery
      (Delivery)
      shall
      occur:

     

    
      	 	
              (a)

            	
              in
                respect of Containers to be purchased by the Purchaser in accordance
                with
                clause 0,
                fourteen (14) days after Manager gives notice of the availability
                of the
                applicable Containers; or

            


    

     

    
      	 	
              (b)

            	
              in
                respect of any containers to be purchased by the Purchaser in accordance
                with clause 0,
                upon notice being given to the Purchaser that the applicable containers
                are available for pick up,

            


    

     

    provided,
      however, that should the Purchaser take physical possession of a container
      at an
      earlier time, Delivery of such container shall occur at such time. 

     

    
      	 	
              8.4

            	
              Transfer
                of title

            


    

     

    
      	 	
              (a)

            	
              Upon
                Delivery of a container to the Purchaser, title and risk of loss
                or damage
                to the applicable Containers and liability arising as a result of
                the
                ownership thereof pass to the Purchaser.


            


    

     

    
      	 	
              (b)

            	
              The
                Purchaser shall on demand indemnify and hold the Manager and the
                Owners
                harmless from and against all claims and suits (including all expenses
                and
                attorney’s fees) for loss or damage to property or cargo of any person and
                for personal injury (including death) to any person arising out of
                or
                incident to the ownership, possession, operation, control, use, or
                maintenance of any container arising after Delivery of a
                container.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    
      	 	
              8.5

            	
              Status
                on Delivery 

            


    

     

    The
      containers sold under this Agreement may on delivery be in a duty and GST
      suspended state under the temporary importation procedures applicable to
      equipment used in international trade. The Purchaser accepts that all rights
      and
      obligations relating to these procedures with respect to a container transfers
      to the Purchaser upon Delivery of that container. If GST becomes payable by
      the
      Purchaser, the Manager must provide a GST invoice to the Purchaser in respect
      of
      such GST.

     

    
      	 	
              8.6

            	
              Removal
                from storage

            


    

     

    The
      Purchaser has 14 days from the date of Delivery to clear containers from their
      storage location or to make arrangements with the operators of such storage
      location to transfer such containers to the Purchaser’s storage account with
      effect from the 15th day. If a container is not available for collection from
      the date of Deliver, the 14 day period will start from the day on which the
      container becomes available for collection.

     

    
      	 	
              8.7

            	
              No
                re-sale 

            


    

     

    The
      Purchaser further agrees that any containers sold under this Agreement will
      not
      be resold or otherwise disposed of in any country unless the Purchaser pays
      or
      procures that another party (other than the Owners or Managers) pays all
      applicable taxes, customs or import duties or other charges. 

     

    
      	 	
              8.8

            	
              No
                warranty as to applicability of
                taxes

            


    

     

    The
      Manager and the Owners make no warranty or representation as to the prior
      payment or current applicability of any taxes, duties or other charges, either
      in Australia or elsewhere in connection with any containers sold under this
      Agreement.

     

    
      	 	
              8.9

            	
              Tax
                under this Agreement

            


    

     

    
      	 	
              (a)

            	
              Any
                sales, transfer, turnover, value added, excise or other taxes (except
                net
                income taxes imposed on Manager or Owners) applicable to the sale
                and
                delivery of any containers under this Agreement shall be borne by
                the
                Purchaser and the Purchaser shall provide the Manager with proof
                of
                payment of any such taxes, duties or other charges upon the Manager’s
                request. 

            


    

     

    
      	 	
              (b)

            	
              The
                Purchaser shall, upon demand, reimburse the Manager and the Owners
                for any
                such taxes, duties or other charges paid by the Manager or the Owners.
                

            


    

     

    
      	 	
              8.10

            	
              Applicable
                Laws

            


    

     

    The
      Purchaser accepts full responsibility for compliance with domestic laws and
      regulations relating to the Purchaser’s ownership and use of any containers sold
      under this Agreement and further agrees to use, operate, maintain, and dispose
      of such containers (including any component parts thereof or any generators
      or
      other parts attached thereto) in full and complete compliance with
      manufacturers’ recommendations and all applicable environmental laws, rules and
      regulations. 

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    
      	 	
              8.11

            	
              No
                Warranty

            


    

     

    
      	 	
              (a)

            	
              Subject
                to clause 0
                but otherwise notwithstanding anything to the contrary contained
                in this
                Agreement, the parties acknowledge and agree that the containers
                sold
                under this Agreement are used and damaged and are purchased by the
                Purchaser on an “as is, where is”
basis.

            


    

     

    
      	 	
              (b)

            	
              To
                the maximum extent permitted by law, every condition, warranty, term,
                provision or representation (express, implied, written, oral, collateral,
                statutory or otherwise) including without limitation, warranties
                or
                representations as to merchantability, fitness for purposes or condition
                of the containers (including any component parts thereof or any generators
                or other parts attached thereto) in respect of the containers sold
                under
                this Agreement is excluded.

            


    

     

    
      	
              9.

            	
              PAYMENT

            


    

     

    
      	 	
              9.1

            	
              Invoicing

            


    

     

    GE
      SeaCo
      must issue monthly invoices in respect of containers sold under this
      agreement.

     

    
      	 	
              9.2

            	
              Time
                for payment

            


    

     

    The
      Purchaser must pay GE SeaCo for any container sold under this agreement within
      30
      days
      of the later of:

     

    
      	 	
              (a)

            	
              the
                date of receipt by the Purchaser of the an invoice in respect of
                that
                container; and

            


    

     

    
      	 	
              (b)

            	
              the
                date of Delivery of the container.

            


    

     

    
      	 	
              9.3

            	
              Credit
                and Compliance

            


    

     

    The
      Purchaser shall comply with the GE Compliance terms and conditions as they
      relate to credit and other statutory requirements.

     

    
      	 	
              9.4

            	
              No
                set off

            


    

     

    The
      Purchaser must not deduct any amount from or set off any amount against any
      money owing to the Manager.

     

    
      	
              10.

            	
              INTELLECTUAL
                PROPERTY

            


    

     

    
      	 	
              10.1

            	
              Removal
                of Decals and markings

            


    

     

    The
      Purchaser shall promptly and at its own cost remove from all Containers sold
      under this Agreement:

     

    
      	 	
              (a)

            	
              the
                Owners’ decals and markings; and 

            


    

     

    
      	 	
              (b)

            	
              all
                markings and lettering pertaining to any Owner and any Owner’s ownership
                of the Containers (including customer’s certificate, and plate of design
                approval).

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    
      	
              11.

            	
              NO
                RESTRICTION ON SALE OF
                BUSINESS

            


    

     

    Nothing
      in this Agreement shall limit or restrict the rights of an Owner in respect
      of,
      or require any Owner to offer to the Purchaser any containers as a result of
      or
      in connection with:

     

    
      	 	
              (a)

            	
              any
                sale of substantially all of an Owner’s fleet,


            


    

     

    
      	 	
              (b)

            	
              a
                sale of containers, whether or not beyond their International Leasing
                Life, to a lessee of the applicable containers or an affiliate of
                such
                lessee where such lessee has had the applicable containers on lease
                for
                more than 12 months;

            


    

     

    
      	 	
              (c)

            	
              a
                sale of containers in connection with the enforcement of a security
                interest in or charge or lien on such containers; or
                

            


    

     

    
      	 	
              (d)

            	
              a
                sale leaseback, securitization or other transaction affecting a container
                pursuant to which an Owner obtains
                financing.

            


    

     

    
      	
              12.

            	
              REPRESENTATIONS
                AND WARRANTIES

            


    

     

    
      	 	
              12.1

            	
              Representations
                and warranties

            


    

     

    Each
      party represents and warrants that:

     

    
      	 	
              (a)

            	
              (power)
                it has full legal capacity and
                power:

            


    

     

    
      	 	
              (i)

            	
              to
                own its property and to carry on its business;
                and

            


    

     

    
      	 	
              (ii)

            	
              to
                enter into this Agreement and to carry out the transactions that
                it
                contemplates;

            


    

     

    
      	 	
              (b)

            	
              (corporate
                authority)
                it has taken all corporate action that is necessary or desirable
                to
                authorise its entry into this Agreement and its carrying out the
                transactions that it contemplates;
                and

            


    

     

    
      	 	
              (c)

            	
              (documents
                effective)
                this Agreement constitutes its legal, valid and binding obligations,
                enforceable against it in accordance with its terms (except to the
                extent
                limited by equitable principles and laws affecting creditors' rights
                generally), subject to any necessary stamping or registration.

            


    

     

    
      	 	
              12.2

            	
              Owner
                Warranties

            


    

     

    Each
      Owner severally warrants that it will deliver in respect of all containers
      sold
      by it to the Purchaser under this agreement good and marketable title free
      from
      any Encumbrance. 

     

    
      	
              13.

            	
              TERMINATION

            


    

     

    
      	 	
              13.1

            	
              Termination
                for breach

            


    

     

    
      	 	
              (a)

            	
              If
                the Purchaser commits a material breach of the terms of this Agreement
                and
                fails to remedy that breach within 10 Business Days from the date
                of the
                giving of a notice (such notice specifying the nature of the breach
                and
                what action is required to remedy it) to remedy the breach by the
                Manager,
                the Manager may terminate this
                Agreement.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    
      	 	
              (b)

            	
              If
                the Manager commits a material breach of the terms of this Agreement
                and
                fails to remedy that breach within 10 Business Days from the date
                of the
                giving of a notice to remedy the breach by the Purchaser, the Purchaser
                may terminate this Agreement.

            


    

     

    
      	 	
              13.2

            	
              Termination
                without breach

            


    

     

    This
      Agreement may be terminated by either party without cause, effective at any
      time
      after the expiry of the initial term of 5 years referred to in clause
0,
      upon
      giving the other 90 days prior written notice. 

     

    
      	 	
              13.3

            	
              Effect
                of termination

            


    

     

    If
      this
      Agreement is terminated, then all rights and obligations under this Agreement
      terminate other than rights that accrue before or upon termination. Termination
      of this Agreement by a party shall not be deemed to limit or affect any remedy
      for damages, loss, or expenses which the terminating party may have against
      the
      other party.

     

    
      	
              14.

            	
              NOTICES

            


    

     

    
      	 	
              (a)

            	
              A
                notice, consent or other communication under this Agreement is only
                effective if it is in writing, signed and either left at the addressee's
                address or sent to the addressee by mail, fax or
                email.

            


    

     

    
      	 	
              (b)

            	
              A
                notice, consent or other communication that complies with this clause
                is
                regarded as given and received:

            


    

     

    
      	 	
              (i)

            	
              if
                sent by mail, 3 working days after it is
                posted;

            


    

     

    
      	 	
              (ii)

            	
              if
                sent by fax, when the addressee actually receives it in full and
                in
                legible form; and

            


    

     

    
      	 	
              (iii)

            	
              if
                sent by email, on the next Business Day.


            


    

     

    
      	 	
              (c)

            	
              A
                person's addresses and fax number are those set out below, or as
                the
                person notifies the sender:

            


    

      


      
        	 	
                Address

              	
                Fax
                  number

              	
                Attention

              	
                Email
                  address

              
	
                Manager 

              	
                c/o
                  GE Equipment Services Railcar Services, 161 N. Clark St., Chicago,
                  IL
                  60601, USA

              	 	
                General
                  Counsel

              	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                        

              


      

       

      


      
        	 	
                Address

              	
                Fax
                  number

              	
                Attention

              	
                Email
                  address

              
	 	
                With
                  a copy to:

                GE
                  Equipment Services, 120 Long Ridge Road, Stamford, CT
                  06927

              	 	
                General
                  Counsel

              	 
	
                Genstar

              	
                c/o
                  GE Equipment Services
                  Railcar Services, 161 N. Clark St., 7th Floor, Chicago, IL 60601
                  USA

                 

              	
                +
                  1 203 357 3269

              	
                General
                  Counsel

              	
                laura.dawson@ge.com

              
	
                GE
                  SeaCo 

              	
                c/o
                  GE SeaCo Services Limited

                21
                  St Thomas St, London, UK SE1 9RY

              	
                +4420-7939-5650

              	
                Antonios
                  S. Basoukeas

              	
                tony.basoukeas@ge.com

              
	
                With
                  a copy to:

                c/o
                  GE SeaCo Services Limited, 21 St Thomas St, London, UK

                SE1
                  9RY

              	
                +4420-7939-5650

              	
                General
                  Counsel

              	
                dominic.buckwell@geseaco.com

              
	
                GE
                  SeaCo Australia

              	
                c/o
                  GE SeaCo Services Limited, 21 St Thomas St, London, UK

                SE1
                  9RY

              	
                +4420-7939-5650

              	
                Antonios
                  S. Basoukeas

              	
                tony.basoukeas@ge.com

              
	
                With
                  a copy to:

                c/o
                  GE SeaCo Services Limited, 21 St Thomas St, London, UK

                SE1
                  9RY

              	
                +4420-7939-5650

              	
                General
                  Counsel

              	
                dominic.buckwell@geseaco.com

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                        

              


      

      


       

      
        	 	
                Address

              	
                Fax
                  number

              	
                Attention

              	
                Email
                  address

              
	
                SCL

              	
                22
                  Victoria Street

                P.O.
                  Box HM 1179

                Hamilton,
                  HMEX

                Bermuda

              	 	
                General
                  Counsel

              	 
	
                with
                  a copy to:

                Kirkland
                  & Ellis LLP

                Citigroup
                  Center

                153
                  E. 53rd St. 

                New
                  York, New York 10022 

              	
                +1-212-446-4800

              	
                M.
                  Natasha Labovitz

              	
                nlabovitz@kirkland.com

              
	
                Purchaser

              	
                Level
                  2, 22-28 Edgeworth David Avenue, Hornsby New South Wales, NSW
                  2077

              	
                +61
                  2 9482 3477

              	
                Peter
                  McCann

                 

                 

              	
                PMcCann@royalwolf.com.au

                 

                 

              
	
                With
                  a copy to:

              	 	
                Chuck
                  Berrantes, General Finance Corporation

              	
                cbarrantes@sbcglobal.net

              


      

    

     

    
      	
              15.

            	
              AMENDMENT
                AND ASSIGNMENT

            


    

     

    
      	 	
              15.1

            	
              Amendment

            


    

     

    This
      document can only be amended or replaced by another document signed by the
      parties.

     

    
      	 	
              15.2

            	
              Assignment

            


    

     

    The
      Purchaser may only assign, declare a trust over or otherwise deal with its
      rights under this Agreement with the written consent of the
      Manager.

     

    
      	
              16.

            	
              GENERAL

            


    

     

    
      	 	
              16.1

            	
              Governing
                law

            


    

     

    
      	 	
              (a)

            	
              This
                document is governed by the laws of the State of New South
                Wales. 

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    
      	 	
              (b)

            	
              Each
                party submits to the jurisdiction of the courts of that State and
                of any
                court that may hear appeals from
                any of those courts
                for any proceedings in connection with this Agreement. 

            


    

     

    
      	 	
              16.2

            	
              Liability
                for expenses

            


    

     

    Each
      party must pay its own expenses incurred in negotiating, executing, stamping
      and
      registering this Agreement.

     

    
      	 	
              16.3

            	
              Relationship

            


    

     

    The
      parties are independent contractors. This document is not intended to create
      a
      relationship of employer and employee, principal and agent, partnership or
      joint
      venture, or a fiduciary relationship.

     

    
      	 	
              16.4

            	
              Waiver
                of rights

            


    

     

    A
      right
      may only be waived in writing, signed by the party giving the waiver,
      and:

     

    
      	 	
              (a)

            	
              no
                other conduct of a party (including a failure to exercise, or delay
                in
                exercising, the right) operates as a waiver of the right or otherwise
                prevents the exercise of the right;

            


    

     

    
      	 	
              (b)

            	
              a
                waiver of a right on one or more occasions does not operate as a
                waiver of
                that right if it arises again; and

            


    

     

    
      	 	
              (c)

            	
              the
                exercise of a right does not prevent any further exercise of that
                right or
                of any other right.

            


    

     

    
      	 	
              16.5

            	
              Operation
                of this Agreement

            


    

     

    
      	 	
              (a)

            	
              Subject
                to paragraph 0,
                this Agreement contains the entire agreement between the parties
                about
                their subject matter. Any previous understanding, agreement,
                representation or warranty relating to that subject matter is replaced
                by
                this Agreement and has no further
                effect.

            


    

     

    
      	 	
              (b)

            	
              Any
                right that the Purchaser has under this Agreement is in addition
                to, and
                does not replace or limit, any other right that the Purchaser may
                have.

            


    

     

    
      	 	
              (c)

            	
              Any
                provision of this Agreement which is unenforceable or partly unenforceable
                is, where possible, to be severed to the extent necessary to make
                this
                Agreement enforceable, unless this would materially change the intended
                effect of this Agreement.

            


    

     

    
      	 	
              16.6

            	
              Operation
                of indemnities

            


    

     

    
      	 	
              (a)

            	
              Each
                indemnity in this Agreement survives the expiry or termination of
                this
                Agreement.

            


    

     

    
      	 	
              (b)

            	
              A
                party may recover a payment under an indemnity in this Agreement
                before it
                makes the payment in respect of which the indemnity is
                given.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    
      	 	
              16.7

            	
              Counterparts

            


    

     

    This
      document may be executed in counterparts.

     

    
      	 	
              16.8

            	
              Attorneys

            


    

     

    Each
      person who executes this Agreement on behalf of a party under a power of
      attorney declares that he or she is not aware of any fact or circumstance that
      might affect his or her authority to do so under that power of
      attorney.

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    
      SCHEDULE
        1

    

     

    PRICE
      ADJUSTMENT AND REVIEW


    
    

    Part
      A.

     

    
      	
              1.

            	
              Within
                10 Business days after the date of this Agreement the Manager and
                the
                Purchaser must appoint the Expert to determine the average price
                paid by
                the Purchaser to its Qualifying Suppliers in the 12 months prior
                to the
                Commencement Date for the purchaser of As Is 20’ GP’s in Australia, such
                amount being the Base
                Cost.

            


    

     

    
      	
              2.

            	
              15
                Business Days prior to the commencement of each Subsequent Period
                the
                Manager and the Purchaser must appoint the Expert to
                determine:

            


    

     

    
      	 	
              (a)

            	
              the
                average price paid by the Purchaser to its Qualifying Suppliers in
                the
                preceding 12 months for As Is 20’ GP’s in Australia, such amount being the
                Revised
                Base Cost applicable
                to that Subsequent Period; and

            


    

     

    
      	 	
              (b)

            	
              the
                fair market value for As Is 20’ GP’s in Australia as at the commencement
                of the relevant Subsequent Period (As
                Is 20’ GP’s FMV
                ).

            


    

     

    
      	
              3.

            	
              Following
                determination by the Expert of the Revised Base Cost for a Subsequent
                Period, the price for the sale of all classes of the Containers by
                the
                Owners to the Purchaser during that Subsequent Period shall
                be:

            


    

     

    
      	 	
              (c)

            	
              in
                the case of the Subsequent Period following immediately after the
                Initial
                Period, the prices shown in clause 0
                of
                this Agreement:

            


    

     

    
      	 	
              (i)

            	
              increased
                by the percentage amount (if any) by which the Revised Base Cost
                is
                greater than the Base Cost, subject to a maximum increase of 10%;
                or

            


    

     

    
      	 	
              (ii)

            	
              decreased
                by the percentage amount (if any) by which the Revised Base Cost
                is less
                than the Base Cost, subject to a maximum decrease of 10%;
                and

            


    

     

    
      	 	
              (d)

            	
              in
                the case of each Subsequent Period thereafter, the prices applicable
                for
                the immediately preceding Subsequent
                Period:

            


    

     

    
      	 	
              (i)

            	
              increased
                by the percentage amount (if any) by which the Revised Base Cost
                for that
                Subsequent Period is greater than the Revised Base Cost for the
                immediately preceding Subsequent Period, subject to a maximum increase
                of
                10% in any Subsequent Period; or

            


    

     

    
      	 	
              (ii)

            	
              decreased
                by the percentage amount (if any) by which the Revised Base Cost
                for that
                Subsequent Period is less than the Revised Base Cost for the immediately
                preceding Subsequent Period, subject to a maximum decrease of 10%
                in any
                Subsequent Period.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    
      	
              4.

            	
              If
                on being appointed in accordance with paragraph 2 to determine the
                Revised
                Base Cost in respect of a Subsequent Period and the As Is 20’ GP’s FMV as
                at the commencement of that period, the Expert determines that the
                Purchaser had less than the 5 suppliers of As Is 20’ GP’s in Australia or
                that less than 5 suppliers of the Purchaser qualify as a Qualifying
                Suppliers in the preceding 12 months,
                then:

            


    

     

    
      	 	
              (a)

            	
              the
                Expert must determine: 

            


    

     

    
      	 	
              (i)

            	
              the
                amount (if any), expressed as a percentage, by which the As Is 20’ GP’s
                FMV as at the commencement of the relevant period is greater
                than:

            


    

     

    
      	 	
              (A)

            	
              in
                the case of the first Subsequent Period, the Base Market Cost in
                respect
                of As Is 20’ GP’s (determined by the Expert pursuant to paragraph 1 of
                Part B of this 0),
                such amount being a Market
                Increase;
                or

            


    

     

    
      	 	
              (B)

            	
              in
                each other Subsequent Period, the As Is 20’ GP’s FMV determined by the
                Expert under paragraph 2.(b) above as at the commencement of the
                immediately preceding Subsequent Period, such amount being a Market
                Increase;
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                amount (if any), expressed as a percentage, by which the As Is 20’ GP’s
                FMV as at the commencement of the relevant period is less
                than:

            


    

     

    
      	 	
              (A)

            	
              in
                the case of the first Subsequent Period, the Base Market Cost in
                respect
                of As Is 20’ GP’s (determined by the Expert pursuant to paragraph 1 of
                Part B of this 0),
                such amount being a Market
                Decrease;
                or

            


    

     

    
      	 	
              (B)

            	
              in
                each other Subsequent Period, the As Is 20’ GP’s FMV determined by the
                Expert under paragraph 2.(b) above as at the commencement of the
                immediately preceding Subsequent Period, such amount being a Market
                Decrease;
                and

            


    

     

    
      	 	
              (b)

            	
              the
                price for the sale of all classes of the Containers by the Owners
                to the
                Purchaser during that Subsequent Period shall be the price obtained
                by
                adjusting, in the case of the Subsequent Period following immediately
                after the Initial Period, the prices shown in clause 0,
                and in the case of each Subsequent Period thereafter, the prices
                applicable for the immediately preceding Subsequent Period
                by:

            


    

     

    
      	 	
              (i)

            	
              if
                there has been a Market Increase, increasing them by the amount of
                the
                Market Increase subject to a maximum increase of 10%;
                or

            


    

     

    
      	 	
              (ii)

            	
              if
                there has been a Market Decrease, decreasing them by the amount of
                the
                Market Decrease subject to a maximum decrease of
                10%.

            


    

     

    
      	
              5.

            	
              To
                enable the Expert to determine the fair market value for As Is 20’ GP’s, a
                representative of the Manager, the Purchaser and the Expert will
                meet to
                agree upon the criteria to determine fair market value. If the
                representatives cannot reach agreement, the Expert must determine
                the
                criteria at its discretion but in doing so must assume the following
                circumstances:

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    
      	 	
              (a)

            	
              a
                willing buyer and a willing seller;

            


    

     

    
      	 	
              (b)

            	
              a
                reasonable time is available to the seller to sell the
                container;

            


    

     

    
      	 	
              (c)

            	
              that
                the buyer and seller have equal bargaining strength;
                and

            


    

     

    
      	 	
              (d)

            	
              that
                no special circumstances exist in respect of either the buyer or
                the
                seller that would cause them to buy or sell for anything other than
                a
                normal market price.

            


    

     

    
      	
              6.

            	
              The
                Manager, Owners and the Purchaser must sign whatever reasonable terms
                of
                engagement the Expert requires.

            


    

     

    
      	
              7.

            	
              The
                Purchaser must provide the Expert with any information required by
                the
                Expert which is in the possession of the Purchaser. For the avoidance
                of
                doubt, the actual amounts paid by the Purchaser to any of its suppliers
                will remain confidential to the Purchaser and the Expert.
                

            


    

     

    
      	
              8.

            	
              The
                Expert acts as an expert and not as an arbitrator and must resolve
                the
                matters raised in the Dispute
                Notice:

            


    

     

    
      	 	
              (a)

            	
              having
                regard to the terms of this
                Agreement;

            


    

     

    
      	 	
              (b)

            	
              according
                to whatever procedures the Expert decides, in the Expert's absolute
                discretion, but subject to the requirements of procedural fairness;
                and

            


    

     

    
      	 	
              (c)

            	
              exercising
                the Expert's own skill, judgment and
                experience.

            


    

     

    
      	
              9.

            	
              The
                parties must use their respective reasonable endeavours to ensure
                that the
                Expert gives, within 20 Business Days after his appointment, a
                written decision to the parties.

            


    

     

    
      	
              10.

            	
              The
                Expert must give reasons for the
                decision.

            


    

     

    
      	
              11.

            	
              The
                Expert's decision is, in the absence of manifest error, final and
                binding
                on the parties.

            


    

     

    
      	
              12.

            	
              The
                costs of the Expert are to be shared equally between the Owners and
                the
                Purchaser.

            


    

     

    Part
      B.

     

    
      	
              1.

            	
              Within
                10 Business days after the date of this Agreement the Manager and
                the
                Purchaser must appoint the Expert to determine the fair market value
                in
                Australia for As Is 20’ GP’s and As Is 40’ GP’s as at the Commencement
                Date, the arithmetic mean of such values being the Base
                Market Cost.

            


    

     

    
      	
              2.

            	
              15
                Business Days prior to the commencement of the third Subsequent Period
                (i.e. the third anniversary of the Commencement Date) (the Third
                Anniversary),
                the Manager and the Purchaser must appoint the Expert to
                determine:

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    
      	 	
              (a)

            	
              the
                fair market value in Australia for As Is 20’ GP’s and As Is 40’ GP’s as at
                the Third Anniversary, the arithmetic mean of such values being the
                Revised Base
                Market Cost;
                

            


    

     

    
      	 	
              (b)

            	
              the
                amount (if any), expressed as a percentage, by which the Revised
                Base
                Market Cost is greater than the Base Market Cost, such amount being
                a
                Market
                Increase;
                and

            


    

     

    
      	 	
              (c)

            	
              the
                amount (if any), expressed as a percentage, by which the Revised
                Base
                Market Cost is less than the Base Market Cost, such amount being
                a
                Market
                Decrease.

            


    

     

    
      	
              3.

            	
              If
                in respect of all types and grades of Container listed in clause
                5.1, the
                difference between: 

            


    

     

    
      	 	
              (a)

            	
              the
                price payable in respect of that type of Container during the third
                Subsequent Period (as determined in accordance with Part A of this
                0);
                and

            


    

     

    
      	 	
              (b)

            	
              the
                price for that type and grade of Container obtained by adjusting
                the price
                specified in clause 0
                as
                payable in respect of it during the Initial Period
                by:

            


    

     

    
      	 	
              (i)

            	
              if
                there has been a Market Increase, increasing it by the amount of
                the
                Market Increase; or

            


    

     

    
      	 	
              (ii)

            	
              if
                there has been a Market Decrease, decreasing it by the amount of
                the
                Market Decrease,

            


    

     

    is
      greater than 20%, then the price payable for that type and grade of Container
      will be the price obtained by adjusting the price specified in clause
0
      as
      payable in respect of it during the Initial Period in accordance with paragraph
      3.(b) above.

     

    
      	
              4.

            	
              To
                enable the Expert to determine the fair market value for As Is 20’ GP’s
                and As Is 40’ GP’s, a representative of the Manager, the Purchaser and the
                Expert will meet to agree upon the criteria to determine fair market
                value. If the representatives cannot reach agreement, the Expert
                must
                determine the criteria at its discretion but in doing so must assume
                the
                following circumstances:

            


    

     

    
      	 	
              (a)

            	
              a
                willing buyer and a willing seller;

            


    

     

    
      	 	
              (b)

            	
              a
                reasonable time is available to the seller to sell the
                container;

            


    

     

    
      	 	
              (c)

            	
              that
                the buyer and seller have equal bargaining strength;
                and

            


    

     

    
      	 	
              (d)

            	
              that
                no special circumstances exist in respect of either the buyer or
                the
                seller that would cause them to buy or sell for anything other than
                a
                normal market price.

            


    

     

    
      	
              5.

            	
              The
                Manager, Owners and the Purchaser must sign whatever reasonable terms
                of
                engagement the Expert requires.

            


    

     

    
      	
              6.

            	
              The
                Purchaser must provide the Expert with any information required by
                the
                Expert which is in the possession of the
                Purchaser.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    
      	
              7.

            	
              The
                Expert acts as an expert and not as an arbitrator and must resolve
                the
                matters raised in the Dispute
                Notice:

            


    

     

    
      	 	
              (a)

            	
              having
                regard to the terms of this
                Agreement;

            


    

     

    
      	 	
              (b)

            	
              according
                to whatever procedures the Expert decides, in the Expert's absolute
                discretion, but subject to the requirements of procedural fairness;
                and

            


    

     

    
      	 	
              (c)

            	
              exercising
                the Expert's own skill, judgment and
                experience.

            


    

     

    
      	
              8.

            	
              The
                parties must use their respective reasonable endeavours to ensure
                that the
                Expert gives, within 20 Business Days after his appointment, a
                written decision to the parties.

            


    

     

    
      	
              9.

            	
              The
                Expert must give reasons for the
                decision.

            


    

     

    
      	
              10.

            	
              The
                Expert's decision is, in the absence of manifest error, final and
                binding
                on the parties.

            


    

     

    
      	
              11.

            	
              The
                costs of the Expert are to be shared equally between the Owners and
                the
                Purchaser. 

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    


    
      	
                      

            


    

    


     

    


     

    SCHEDULE
      2

     

    GRADING
      STANDARDS

     

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    EXECUTED
      AS AN AGREEMENT

     

    
      	
              SIGNED,
                SEALED AND DELIVERED for
                and on behalf of General
                Electric Capital Container Finance Corporation:

            	 	 
	 	 	 
	 	 	 
	
              Signature
                of David Amble, Vice President

            	 	
              Witness

            
	 	 	 
	 	 	 
	 	 	
              Name

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    


    
      	
              SIGNED,
                SEALED AND DELIVERED for
                and on behalf of
                Genstar Container Corporation:

            	 	 
	 	 	 
	 	 	 
	
              Signature
                of David Amble, President

            	 	
              Witness

            
	 	 	 
	 	 	 
	 	 	
              Name

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    


     

    


    
      	
              SIGNED,
                SEALED AND DELIVERED for
                and on behalf of
                GE SeaCo Srl:

            	 	 
	 	 	 
	 	 	 
	
              Signature
                of Ian Routledge, Vice President Asia Pacific

            	 	
              Witness

            
	 	 	 
	 	 	 
	 	 	
              Name

            


    

     

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    


    
      	
              SIGNED,
                SEALED AND DELIVERED for
                and on behalf of
                Sea Containers Ltd.:

            	 	 
	 	 	 
	 	 	 
	
              Bob
                Mackenzie, Chief Executive Officer

            	 	
              Laura
                Barlow, Chief Financial Officer

            
	 	 	 
	       
	 	     

	 	 	 


    

     

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    


    
      	
              EXECUTED
                by
                Royal Wolf Trading Australia Pty Limited:

            	 	 
	 	 	 
	 	 	 
	
              Signature
                of director

            	 	
              Signature
                of director/secretary

            
	 	 	 
	   
	 	    

	
              Name

            	 	
              Name

            


    

     

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    


    
      	
              SIGNED,
                SEALED AND DELIVERED for
                and on behalf of
                GE SeaCo Australia Pty Ltd:

            	 	 
	 	 	 
	 	 	 
	
              Signature
                of director

            	 	
              Signature
                of director/secretary

            
	 	 	 
	 	 	 
	
              Name

            	 	
              Name

            


    

     

     

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
                      

            


    

    


     

    ANNEXURE A

     

    Purchase
      Process Steps

    
      	 	 	 


      	 	
              1.

            	
              The
                Purchaser obtains inventory reports from Manager Operations at San
                Francisco as required. 

            


    

     

    
      	 	
              2.

            	
              Inventory
                requests must include LOCATIONS, DEPOTS AND EQUIPMENT TYPE. Inventory
                requests should be made with as much lead-time as
                possible

            


    

     

    
      	 	
              3.

            	
              Manager
                operations will attempt to provide the Purchaser the requested inventory
                report(s) within 24 hours.

            


    

     

    
      	 	
              4.

            	
              The
                Purchaser will send a confirming sale request by e-mail to Manager
                Operations including the specific
                information:

            


    

     

    
      	 	
              (a)

            	
              The
                Location of the sale - City and Depot


            


    

     

    
      	 	
              (b)

            	
              The
                type of equipment sold

            


    

     

    
      	 	
              (c)

            	
              The
                quantity of units per equipment type
                sold

            


    

     

    
      	 	
              (d)

            	
              Release
                instructions

            


    

     

    
      	 	
              5.

            	
              Upon
                receipt of a sale request from the Purchaser, Manager Operations
                will
                develop an Annex for the sale using the inventory system. The annex
                will
                be sent to GE SeaCo Miami for
                processing.

            


    

     

    
      	 	
              6.

            	
              GE
                SeaCo will issue an invoice to the Purchaser per the terms of this
                Agreement. In addition, GE SeaCo Miami Accounts Receivable department
                will
                monitor collections of outstanding
                receivables.

            


    

     

    
      	 	
              7.

            	
              GE
                SeaCo will issue the Purchaser and the sale location depot a release
                numbers and instructions. 

            


    

     

    
      	 	
              8.

            	
              The
                Manager will monitor open sale releases or bookings. The Purchaser
                will
                assist the Manager by ensuring pick up of the purchased equipment
                within
                the contractual timeframe of 14
                days.

            


    

     

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
                      

            


    

    


     

    
      ANNEXURE B

       


    

    Ports

     

    Sydney
      

     

    Melbourne
      

     

    Brisbane

     

    Auckland

     

    Christchurch